Data Processing Addendum

Application

In connection with the Services offered by e2open, LLC and its Affiliates (“e2open” or “We”), e2open may process Personal Data on behalf of its customers (“Customer” or “You”) and when it does, this Data Processing Addendum (“Addendum“) forms part of Order Form(s), Statement(s) of Work, Master Services Agreement(s), or other contracts between e2open and You (“Agreement(s)“), where e2open processes Personal Data on behalf of You pursuant to the provision of Services.

This Addendum is effective as of the earliest effective date of the Agreement(s) (“Addendum Effective Date”). Signing the Agreement shall be given the same effect as having signed this Addendum, including all signature spaces in the attached Standard Contractual Clauses. If You prefer to have a signed copy of this Addendum, please contact your representative.

The terms used in this Addendum have the meanings set forth in this Addendum. Capitalized terms not otherwise defined herein have the meaning given to them in the applicable Agreement. Except as modified below, the terms of the Agreement remain in full force and effect. In the event of a conflict between this Addendum and the SCCs, the SCCs will control.

1. DEFINITIONS.

1.1“Adequacy Decision” means a decision of the European Commission that the laws of a country, or any other decision of the European Commission that any data transfer compliance mechanism, ensures an adequate level of protection as required by the Data Protection Legislation.

1.2“Authorized Person(s)” means any e2open subcontractor, officer, director, employee, or consultant who have a need to know or otherwise access Personal Data to enable e2open to perform its obligations under the Agreement.

1.3 “Complaint” has the meaning set forth in Section 6.1 of this Addendum.

1.4 “Controller’ means the entity which determines the purposes and means of the Processing of Personal Data.

1.5 “Data Protection Laws” means and any laws, codes, legislative acts, regulations, ordinances, rules, rules of court, or orders to which a Party is subject on the matter of personal data protection or privacy, including without limitation the GDPR, CCPA, etc.

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

1.7 “Data Subject Request” has the meaning set forth in Section 6.1 of this Addendum.

1.8 “GDPR” means General Data Protection Regulation, Regulation (EU) 2016/679.

1.9 “Personal Data” means any information relating to a Data Subject, including by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of a Data Subject.

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

1.11 “Processor” means the entity which processes Personal Data on behalf of the Controller.

1.12 “SCCs” or “Standard Contractual Clauses” means the latest standard (or model) contractual clauses adopted and published by the European Commission for transfers from controllers to processors and attached hereto as Schedule 1.

1.13 “Security Event” has the meaning set forth in Section 7.

1.14 “Services” means the services provided by e2open to You pursuant to the Agreement.

1.15 “Sub-Processor” means an entity, but excluding e2open’s officers, directors, and employees, appointed by or on behalf of e2open to Process Personal Data in connection with the Agreement.

2. PROCESSING OF PERSONAL DATA.

2.1 Roles of the Parties. In most cases, You are the Controller and e2open is the Processor while e2open is providing the Services to you. In some instances, such as when e2open collects personal data from You for the purposes of, for example, invoicing, providing customer service your account, etc. and in the cases where e2open provides personal data to you as part of the Services, such as the list of names in restricted party screening services (but not the names You submit to be screened against the list of names, where e2open is a Processor of such information), e2open is the Controller..

2.2 Customer Processing. You are solely responsible for the accuracy, quality and legality of Personal Data, the means by which You acquired Personal Data, and the lawfulness of the Processing instructions it issues to e2open. You will comply with all Data Protection Laws.

2.3 e2open Processing as Processor. Personal Data shall be considered Confidential Information pursuant to the Agreement and e2open will protect Personal Data as confidential and will only Process Personal Data on behalf of, and in accordance with, Your documented instructions for the following purposes: (i) Processing in accordance with the Agreement; (ii) Processing initiated by Your authorized users in their use of the Services; (iii) Processing to comply with other documented instructions provided by You where such instructions are consistent with the terms of the Agreement; and (iv) as required by Applicable Law; provided, that if e2open is required to Process Personal Data by Applicable Law, e2open will notify You of any such requirement before Processing the Personal Data (unless such law, regulation, or court order prohibits such information on important grounds of public interest). e2open will notify You if, in e2open’s reasonable opinion, Your instructions do not comply with applicable law.

2.4 e2open As Controller. e2open will comply with all Data Protection Laws when acting as a Controller. Unless stated otherwise, all obligations in this Addendum only apply to e2open when e2open is acting as Your Processor.

2.5 Details of the Processing. The subject-matter of Processing of Personal Data by e2open is the performance of the Services. The duration of the Processing, the types of Personal Data, and categories of Data Subjects Processed under this Addendum are further specified in Annex 1 to the SCCs.

2.6 Restrictions on Processing. e2open is prohibited from (i) selling or sharing personal information; (ii) retaining, using or disclosing personal information for any purpose other than for the business purposes specified in the contract, including retaining, using or disclosing personal information for a commercial purpose other than the business purposes specified in the Agreement; (iii) retaining, using or disclosing the information outside of the direct business relationship between You and e2open; and (iv) combining the personal information it receives from You with personal information it receives from or on behalf of another person or persons or that it collects from its own interaction with the Data Subject.

3. E2OPEN AUTHORIZED PERSONS.

3.1 Authorized Persons Obligations. e2open will enforce its obligations set forth in this Addendum on its Authorized Persons.

3.2 Confidentiality; Authorization; Training. e2open has implemented and maintains policies and procedures to ensure that any Authorized Person who accesses Personal Data was informed of the confidential nature of the Personal Data, has executed a written confidentiality agreement, and has appropriate training, clearance, authorization, and supervision commensurate with the level of access granted. e2open will ensure that access to Personal Data is limited to those Authorized Persons performing Services in accordance with the Agreement.

3.3 Responsibility for Authorized Persons. e2open is responsible for any acts or omissions by its Authorized Persons as if such acts or omissions were its own.

4. RISK MANAGEMENT.

4.1 Security. e2open maintains an information and network security program that includes appropriate administrative, physical, organizational, and technical safeguards to prevent and guard against the unauthorized or accidental access, disclosure, destruction, loss, Processing, damage, or alteration of Personal Data in e2open’s possession or control. e2open’s information and network security program includes vulnerability management policies that have been prepared to identify and minimize threats and risks to e2open’s data center used to store or transmit Personal Data. This includes maintaining the following policies and procedures: an up-to-date anti-malware solution, quarterly vulnerability scanning, and annual penetration testing. Internal and external vulnerability assessments, including network/host applications, will be conducted quarterly by an independent certified security firm and after any major changes to the data center environment. e2open will remediate any critical security issues actually discovered by such independent certified security firm within a reasonable timeframe. e2open’s information security program is more fully described in Annex 2 of the SCCs.

4.2 Confidentiality; Disclosure. e2open will: (i) keep and maintain all Personal Data in confidence, using such degree of care as is appropriate to avoid unauthorized access, use, or disclosure; (ii) not use, sell, rent, transfer, distribute, or otherwise disclose or make available Personal Data for e2open’s own purposes or for the benefit of anyone other than You, in each case, without Your prior written consent; and (iii) not, directly or indirectly, disclose Personal Data to any person other than Authorized Persons without Your prior written consent, unless and to the extent required by government authorities or by Applicable Law, in which case, e2open shall notify You before such disclosure or as soon thereafter as reasonably possible.

4.3 Contingency Plan. e2open has and will maintain a disaster recovery and business continuity plan. Such disaster recovery and business continuity plan will outline the procedures necessary to restore e2open’s systems and operations in a timely manner in the case of an emergency or disaster.

4.4 Audit. You may request once per calendar year (unless otherwise required by Applicable Law) a copy of e2open’s SOC 2 Type 2 report on e2open’s hosting environment and Services system within e2open’s organization, or any other similar information security report regularly obtained by e2open in the normal course of business. The SOC 2 Type 2 report will have been conducted by an independent auditing firm for the purposes of verifying the information security of e2open’s organization and the Services provided by e2open. These reports are e2open’s confidential information. If the provided reports do not satisfy Your audit requirement, You may request once per calendar year (unless otherwise required by Applicable Law) with 30 days advance notice and excluding the months of November and December, a reasonable records inspection or on-site inspection of the systems and facilities relevant to the Services and protection of Personal Data. You and e2open will mutually agree upon the scope, timing, and duration of the inspection prior to any such on-site inspection. This audit may only be conducted by a third-party auditor; provided that e2open may object to Your choice of third-party auditor on reasonable grounds and in such event, You shall select a different auditor. An inspection performed pursuant to this Section will not unreasonably interfere with the normal conduct of e2open’s business. You will at all times comply with the use, security, safety, and access policies at and for such location for e2open’s employees and visitors as may be in effect from time to time. You are responsible, and is fully liable, for the actions and omissions of Your personnel while on e2open’s premises and/or using e2open’s systems, and You will require Your personnel to follow e2open’s safety, security, and other rules, guidelines, policies, and instructions. If e2open reasonably determines that You could have obtained some or all of the information obtained from an onsite audit from review e2open’s standard compliance reports such as SOC 2 Type 2, You will reimburse e2open for any time expended for any such on-site audit at e2open’s then-current professional services rate for the portions of work that could have been obtained from the SOC 2 Type 2 report.

5. SUBPROCESSING.

5.1Appointment. e2open may engage Sub-Processors in connection with the provision of the Services. e2open has entered into a written agreement with each Sub-Processor containing data protection obligations no less protective than those in this Addendum with respect to protecting Personal Data to the extent applicable to the nature of the services provided by such Sub-Processor. e2open will provide to You for review, copies of such Sub-Processor agreements (which may be redacted to remove confidential and/or proprietary information not relevant to the requirements of this Addendum) as You may request from time to time.

5.2 Current Sub-Processors. A list of e2open’s current Sub-Processors can be found at www.e2open.com/legal/dpa-subprocessors and is set forth in Annex 3 of the SCCs.

5.3 Objection to New Sub-Processors. e2open will provide written notice of new Sub- Processors to You by publishing such update to www.e2open.com/legal/dpa-subprocessors and providing notice of such update before authorizing any new Sub-Processor to Process Personal Data. If You notify e2open within 30 days of such notification of any reasonable Your objections to the proposed appointment: (i) e2open will work with You in good faith to make available a commercially reasonable change in the provision of the Services which avoids the use of that proposed Sub-Processor; or (ii) where a change cannot be made within 30 days from e2open’s receipt of Your objection, notwithstanding anything in the Agreement, You may terminate the Agreement to the extent that it relates the Services that require the use of the proposed Sub-Processor.

5.4 Liability. e2open will be liable to You for any acts or omissions of its Sub-Processors to the same extent e2open would be liable if performing the services of each Sub-Processor directly under the terms of this Addendum.

6. DATA SUBJECT RIGHTS.

6.1 Notification. e2open will promptly notify You if it receives a (i) request from a Data Subject to exercise the Data Subject’s rights granted by Data Protection Laws (“Data Subject Request”); or (ii) complaints, requests, or other communication relating to a Party’s obligations under Data Protection Laws or relating to Personal Data or a Data Subject (“Complaint”).

6.2 Support; Response. e2open will, without undue delay, provide reasonable information to You (and procure that any relevant Sub-Processor does the same) to assist You in responding to a Data Subject Request or Complaint within the timeframe set out in the Data Protection Laws. e2open will not respond to such Data Subject Request or Complaint without Your prior written consent or as required by applicable Data Protection Law. Further, unless required to do so by a competent authority, e2open shall not make any payment or any offer of payment to any Data Subject in response to any complaint or any claim for compensation arising from or relating to the processing of Your Personal Data, without the prior written agreement of You.

7. SECURITY EVENT RESPONSE. e2open has and will maintain security event management and response policies and procedures and will notify You without undue delay after confirming the unauthorized or accidental access, disclosure, destruction, loss, Processing, damage, or alteration of Personal Data in e2open’s or its Sub-Processor’s possession or control (“Security Event”). e2open will make reasonable efforts to identify the cause of such Security Event and take reasonable steps to correct, remediate, and/or mitigate the cause of a Security Event to the extent the correction, remediation, and/or mitigation is within e2open’s control. e2open will cooperate, at its own expense, with You and take reasonable action as You may reasonably request to assist in any investigation, mitigation, remediation, and notification of a Security Event for which e2open was the cause. e2open will not communicate a Security Event to affected Data Subjects without Your written authorization. Notifications provided to You by e2open pursuant to this Section will be made to the contact identified by You on the Agreement(s).

8. RETURN & DESTRUCTION OF PERSONAL DATA, RECORD KEEPING.

8.1 Return & Destruction of Personal Data. e2open will promptly, but without undue delay, return to You, or destroy, Personal Data upon Your written request or the termination or expiration of the Agreement. e2open may retain Personal Data to the extent required by Applicable Law, contractual obligations, or if Personal Data resides in backup archives and isolating individual Personal Data is not practical. e2open will continue to protect the security and confidentiality of such retained Personal Data in accordance with the Agreement and this Addendum. Archived Personal Data will not be restored back to production systems (except in certain rare instances, e.g., the need to recover from a natural disaster or serious security breach). Retention rules have been put in place so that Personal Data in backup archives is retained for as short a time as necessary before being automatically deleted.

8.2 Record Keeping. e2open will keep and maintain complete, accurate, and up to date written records of all categories of Processing activities carried out on behalf of You as required by Data Protection Laws, including: (i) the name and contact details of the Sub-Processors carrying out specific Processing activities on behalf of You; (ii) the categories of Processing carried out on behalf of You; and (iii) where applicable, transfers of Personal Data to an international recipient.

9. DATA PROTECTION IMPACT ASSESSMENT & PRIOR CONSULTATION. e2open will provide reasonable assistance to You with any data protection impact assessments and prior consultations with supervising authorities or other competent data privacy authorities which You reasonably consider to be required by applicable Data Protection Laws. In each case, such assistance will solely be in relation to Processing of Personal Data by, and taking into account the nature of the Processing and information available to, e2open.

10. CROSS BORDER TRANSFERS. This Addendum incorporates the Standard Contractual Clauses. In the event that the SCCs are no longer adequate for the transfer of Personal Data, then You may, at Your discretion, require e2open to: (a) implement an alternative adequacy mechanism (as authorized in writing by You); or (b) return all Your Personal Data previously transferred, and ensure that a senior officer or director of e2open certifies to You that this has been done.

11. PERSONAL DATA DISCLOSURES. To the extent legally permissible, e2open will promptly notify You of any legally binding request for disclosure of Personal Data by a law enforcement authority.

12. CHANGES IN APPLICABLE LAW. Either party may propose variations to this Addendum which it reasonably considers to be necessary to address the requirements of any Applicable Law. Upon request, the Parties will promptly discuss the proposed variations and negotiate in good faith with a view to agreeing and implementing those, or alternative, variations designed to address the requirements identified as soon as reasonably practicable.

13. LIABILITY. The limitation of liability terms set forth in the Agreement(s) applies to any liability under this Addendum.

14. GENERAL.

14.1 Term. The term of this Addendum commences on the Addendum Effective Date and will remain in effect until the later of (i) the expiration or termination of the Agreement or; (ii) e2open’s destruction of, or return to You, all Personal Data.

14.2 Governing Law; Jurisdiction. The validity, interpretation, and performance of this Addendum will be controlled and governed by the laws of the territory stipulated in the Agreement, without regard to conflicts of law provisions. The Parties hereby irrevocably consent to jurisdiction and venue for any dispute concerning this Addendum in the choice of jurisdiction stipulated in the Agreement.

14.3 Compliance. Each party understands the requirements of and will comply with the Data Protection Laws.

14.4 Severability. If any term or provision of this Addendum or the application of any such provision is held by a court of competent jurisdiction to be contrary to law, invalid, illegal or unenforceable, then such term or provision will be deemed replaced by a term or provision that is valid and enforceable and that comes closest to expressing the intention of the original term or provision, and the remaining terms and provisions of this Addendum will continue in full force and effect.

14.5 Continued Obligations; Rights. Nothing in this Addendum reduces e2open’s obligations under the Agreement in relation to the protection of Personal Data or permits e2open to Process, or permit the Processing of, Personal Data in a manner which is prohibited by the Agreement.

  1. The purpose of these standard contractual clauses is to ensure compliance with the requirements of 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 (General Data Protection Regulation) for the transfer of personal data to a third country.
  2. The Parties:
    1. the natural or legal person(s), public authority/ies, agency/ies or other body/ies (hereinafter “entity/ies”) transferring the personal data, as listed in Annex I.A. (hereinafter each “data exporter”), and
    2. the entity/ies in a third country receiving the personal data from the data exporter, directly or indirectly via another entity also Party to these Clauses, as listed in Annex I.A. (hereinafter each “data importer”)
  3. have agreed to these standard contractual clauses (hereinafter: “Clauses”).
  4. These Clauses apply with respect to the transfer of personal data as specified in Annex I.B.
  5. The Appendix to these Clauses containing the Annexes referred to therein forms an integral part of these Clauses.

Clause 2
Effect and invariability of the Clauses

  1. These Clauses set out appropriate safeguards, including enforceable data subject rights and effective legal remedies, pursuant to Article 46(1) and Article 46 (2)(c) of Regulation (EU) 2016/679 and, with respect to data transfers from controllers to processors and/or processors to processors, standard contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679, provided they are not modified, except to select the appropriate Module(s) or to add or update information in the Appendix. This does not prevent the Parties from including the standard contractual clauses laid down in these Clauses in a wider contract and/or to add other clauses or additional safeguards, provided that they do not contradict, directly or indirectly, these Clauses or prejudice the fundamental rights or freedoms of data subjects.
  2. These Clauses are without prejudice to obligations to which the data exporter is subject by virtue of Regulation (EU) 2016/679.

Clause 3
Third-party beneficiaries

  1. Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, with the following exceptions:
    1. Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;
    2. Clause 8 – Module One: Clause 8.5 (e) and Clause 8.9(b); Module Two: Clause 8.1(b), 8.9(a), (c), (d) and (e); Module Three: Clause 8.1(a), (c) and (d) and Clause 8.9(a), (c), (d), (e), (f) and (g); Module Four: Clause 8.1 (b) and Clause 8.3(b);
    3. Clause 9 – Module Two: Clause 9(a), (c), (d) and (e); Module Three: Clause 9(a), (c), (d) and (e);
    4. Clause 12 – Module One: Clause 12(a) and (d); Modules Two and Three: Clause 12(a), (d) and (f);
    5. Clause 13;
    6. Clause 15.1(c), (d) and (e);
    7. Clause 16(e);
    8. Clause 18 – Modules One, Two and Three: Clause 18(a) and (b); Module Four: Clause 18. b) Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.

e2open Group Affiliates – Processing on specific products and services

The following e2open group entities will provide service, support, and data process for the specific services listed in the description field. If you do not use any of those services, then such entity will not apply. All are controlled by e2open, LLC.

Country

State/Province/City

Entity Name

Description

USA

California

Birch Worldwide, Inc

Only MDF, Rebates and Incentive Services

USA

California

Zyme CCI LLC

Only MDF, Rebates and Incentive Services

USA

Delaware

Zyme Solutions, Inc

Only Channel Marketing/Incentive Services

USA

Washington

Averetek, LLC

Only Channel Marketing Aggregation Services

UK

N/A

Birch Worldwide Limited

Only MDF, Rebates and Incentive Services

Spain

N/A

Avantida E-Logistica S.L. Unipersonal

Only Logistics Platform Services

Poland

Krakow

Avantida Poland z.o.o.

Only Logistics Platform Services

India

Karnataka

Zyme Solutions Private Limited

Only Channel Marketing/Incentive Services

India

Chennai

INTTRA Service & Support Private Limited

Only Logistics Platform Services

Germany

Hamburg

INTTRA Germany GmbH

Only Logistics Platform Services

Denmark

N/A

INTTRA AS

Only Logistics Platform Services

China

Hong Kong

Amber Road (Hong Kong) Limited

Only for China Trade Management Services; ecVision Suite

China

Shanghai

e2open Software (Shanghai) Co. Ltd

Only for China Trade Management services; ecVision Suite; or upon customer request for other services

China

Shanghai

INTTRA (Shanghai) Company Limited

Only Logistics Platform Services

China

Shenzhen

Amber Road (Shenzhen) Co. Limited

Only for China Trade Management Services; ecVision Suite

China

Shanghai

Amber Road China Ltd

Only for China Trade Management Services; ecVision Suite

Belgium

N/A

Avantida NV

Only Logistics Platform Services

Unaffiliated Sub-Processors

The following list of processers not affiliated with e2open LLC are suppliers who provide the data processing activities listed in the processing activities column.

Country

Entity Name

Processing Activities

USA Simpler Postage, Inc. (d/b/a EasyPost) Parcel-related services integrated with TMS solutions
USA (Ohio) Amazon AWS US data center for certain services, primarily restricted party screening and trade automation
Ireland (Dublin) Amazon AWS Primary EU data center for certain services, primarily restricted party screening and trade automation
Germany (Frankfurt) Amazon AWS Secondary EU data center for certain services, primarily restricted party screening and trade automation
Shanghai, China China Telecom Data Center Nanhui Primary Data Center – China Trade Management only
Shanghai, China China Telecom Data Center Shibei Secondary Data Center – China Trade Management only
Philippines EMAPTA Customer Service
Holland Ortec International B.V. Customer Service