TEALIUM INC. DATA PROCESSING ADDENDUM
This Data Processing Addendum (“DPA”) is incorporated into, and made a part of, the Service Order that references this DPA, and constitutes a part of the MSA (as defined in the Service Order) between Tealium and Customer (as identified in such Service Order).
1. Definitions. For the purposes of this DPA, the terminology and definitions as used by the GDPR (as defined herein) shall apply (regardless of the applicability of the GDPR to the provision and receipt of Services under the MSA). In addition, unless otherwise defined in the MSA, all capitalized terms used in this DPA will have the meanings given to them below:
“Customer Personal Data” means the personal data that is derived from use of the Services under Customer’s Tealium accounts.
“Data Exporter” and “Data Importer” have the meanings given them in the Standard Contractual Clauses.
“Data Protection Laws and Regulations” means all laws and regulations applicable to the processing of personal data under the MSA.
“Data Security Addendum” means Tealium’s statement of its technical and organizational measures attached hereto as Annex 1.
“EEA” means the European Economic Area.
“GDPR” means the General Data Protection Regulation 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.
“Highly Sensitive Data” means personal data whose unauthorized disclosure or use could reasonably entail a serious potential security or privacy risk for a data subject, including but not limited to government issued identification numbers such as national insurance numbers, passport numbers, driver’s license numbers, or similar identifier, or credit or debit card numbers, medical or financial information, and/or financial, medical or other account authentication data, such as passwords or PINs.
“Tealium Network” means the data center facilities, servers, networking equipment, and host software systems (e.g., virtual firewalls) that are within the control of Tealium or its sub-processors and are used to provide the Services.
Further definitions are provided throughout this DPA.
2. Data Processing.
2.1 Scope and Roles. This DPA applies when Tealium processes Customer Personal Data. In this context, Customer is the controller and Tealium is the processor of Customer Personal Data. Tealium will engage sub-processors pursuant to the requirements for subcontractors set forth in Section 10 below.
2.2 Compliance with Laws. Each party will comply with all Data Protection Laws and Regulations applicable to it and binding on it in the provision or receipt of Services under the Service Order, including all statutory requirements relating to data protection. Customer shall have sole responsibility for the accuracy, quality, and legality of Customer Personal Data and the means by which Customer acquired Customer Personal Data.
2.3 Instructions for Data Processing. Tealium will process Customer Personal Data on behalf of and only in accordance with Customer’s documented instructions, including with regard to transfers of Customer Personal Data to a third country or an international organization, unless otherwise required by Data Protection Laws and Regulations to which Tealium is subject; in such a case, Tealium shall inform Customer of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest. Customer instructs Tealium to process Customer Personal Data for the following purposes: (i) processing in accordance with the MSA; (ii) processing in accordance with this DPA; and (iii) processing to comply with any reasonable written request from Customer that are consistent with the terms of the MSA and this DPA. Processing outside the scope of this Section 2.3 (if any) will require prior written agreement between Tealium and Customer on additional instructions for processing, including agreement on any additional fees Customer will pay to Tealium for carrying out such instructions. Customer shall ensure that its instructions comply with all laws, rules and regulations applicable in relation to the Customer Personal Data, and that the processing of Customer Personal Data in accordance with Customer’s instructions will not cause Tealium to be in breach of the Data Protection Laws and Regulations. Tealium shall immediately inform Customer if, in its opinion, an instruction infringes any provision of Data Protection Laws and Regulations. In such case, Tealium is not obliged to follow the instruction unless and until Customer has confirmed or changed such instruction. Customer will not transmit to Tealium nor require Tealium to process any Highly Sensitive Data.
2.4 Disclosure. Tealium will not disclose Customer Personal Data to any government, except as necessary to comply with applicable laws and regulations or a valid and binding order of a law enforcement agency (such as a subpoena or court order). If a law enforcement agency sends Tealium a demand for Customer Personal Data, Tealium will attempt to redirect the law enforcement agency to request that data directly from Customer. As part of this effort, Tealium may provide Customer’s basic contact information to the law enforcement agency. If compelled to disclose Customer Personal Data to a law enforcement agency, then Tealium will give Customer reasonable notice of the demand to allow Customer to seek a protective order or other appropriate remedy unless Tealium is legally prohibited from doing so.
3. Tealium Personnel.
3.1 Confidentiality, Reliability, and Limitation of Access. Tealium will ensure that persons authorized to process the Customer Personal Data have committed themselves to appropriate contractual obligations, including relevant obligations regarding confidentiality, data protection and data security, or are under an appropriate statutory obligation of confidentiality. Tealium will take reasonable steps to ensure the reliability of Tealium personnel engaged in the processing of Customer Personal Data. Tealium restricts its personnel from processing Customer Personal Data without authorization by Tealium as described in the Data Security Addendum.
3.2 Training. Tealium will ensure that its personnel have received appropriate training on their responsibilities concerning personal data.
3.3 Data Protection Officer. Tealium has appointed a data protection officer. The appointed person can be reached at email@example.com.
4. Other obligations of Tealium. Tealium will:
4.1 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, implement appropriate technical and organizational measures designed to provide a level of security appropriate to the risk. Such measures shall, at a minimum, meet the specifications set forth in the Data Security Addendum;
4.2 respect the conditions referred to in Section 10 of this DPA for engaging a sub-processor;
4.3 taking into account the nature of the processing, assist Customer by appropriate technical and organizational measures, insofar as this is possible, for the fulfillment of Customer’s obligation to respond to requests regarding data subject rights under Data Protection Laws and Regulations as described in Section 5 of this DPA;
4.4 taking into account the nature of processing and the information available to Tealium, assist Customer in ensuring compliance with its obligations under Data Protections Laws and Regulations with regard to security of processing, data breach notification, conducting privacy impact assessments and cooperation with supervisory authorities.
5. Customer Controls and Data Subject rights.
5.1 Customer Controls. The Services provide Customer with controls to enable Customer to retrieve, correct, delete, or block Customer Personal Data and to respond to Data Subject Requests as defined below. Tealium makes available a number of security features and functionalities that Customer may elect to use. Customer is responsible for properly (a) configuring the Services, (b) using the controls available in connection with the Services (including the security controls), and (c) taking such steps as Customer considers adequate to maintain appropriate security, protection, deletion and backup of Customer Personal Data, which may include use of encryption technology to protect Customer Personal Data from unauthorized access and routine archiving of Customer Personal Data.
5.2 Data Subject Rights. Tealium shall, to the extent legally permitted, promptly notify Customer if Tealium receives a request from a data subject known to Tealium to be associated with Customer, to exercise the data subject’s right of access, right to rectification, restriction of processing, erasure (“right to be forgotten”), data portability, object to the processing, or its right not to be subject to an automated individual decision making (“Data Subject Request”). In addition, to the extent Customer, in its use of the Services, does not have the ability to address a Data Subject Request, Tealium will upon Customer’s request provide commercially reasonable efforts to assist Customer in responding to such Data Subject Request, to the extent Tealium is legally permitted to do so and the response to such Data Subject Request is required under Data Protection Laws and Regulations.
6. Transfers of Personal Data.
Regions. Customer may specify the location(s) where Customer Personal Data will be hosted within the Tealium Network from the following list, as updated by Tealium from time to time: (i) California, USA; (ii) Virginia, USA; (iii) Dublin, Ireland; (iv) Frankfurt, Germany; (v) Tokyo, Japan; and (vi) Sydney, Australia (each a “Region”). Once Customer has made its choice, by properly configuring the Services, Tealium will not transfer the hosting of Customer Personal Data from Customer’s selected Region(s) except under Customer’s further instructions or as necessary to comply with the law or a valid and binding order of a law enforcement agency (such as a subpoena or court order) as described in Section 2.4.
7. Security Responsibilities of Tealium.
7.1 Continued Evaluation. In addition to its obligations under Section 4.1 of this DPA, Tealium will conduct periodic reviews of the security of its infrastructure, applications, and associated Services. The adequacy of Tealium’s information security program is measured against industry security standards and compliance with Tealium’s policies and procedures. Tealium will continually evaluate the security of its Tealium Network, applications, and associated Services to determine whether additional or mitigating security measures are required to respond to new security risks or findings generated by the periodic reviews. Tealium conducts ongoing vulnerability scans and annual penetration tests to identify and then remediate identified deficiencies. Tealium Network, applications, and associated Services are continuously monitored for events and potential security incidents. Tealium also conducts risk assessments at least annually or when significant changes to the environment occur. These activities provide for a continually improving information security program.
7.2 Customer Independent Review. Customer is solely responsible for reviewing the information made available by Tealium relating to data security and making an independent determination as to whether the Services meet Customer’s requirements, and for ensuring that Customer’s personnel and consultants follow the guidelines they are provided regarding data security.
8. Certifications and Audits.
8.1 Tealium Audits. Tealium uses external auditors to assess its security measures. This audit: (a) will be performed at least annually; (b) will be performed according to ISO 27001, ISO 27018 and SOC 2 Type II standards or such other alternative standards that are substantially equivalent to such standards; (c) will be performed by independent third party security professionals at Tealium’s selection and expense; and (d) will result in the generation of an audit report (“Report”).
8.2 Audit Reports. At Customer’s written request, Tealium will provide Customer with a confidential Report so that Customer can reasonably verify Tealium’s compliance with its obligations under this DPA. The Report will constitute Tealium’s Confidential Information. If the MSA does not include a provision protecting Tealium’s Confidential Information, then the Report will be made available to Customer subject to a mutually agreed upon non‐disclosure agreement covering the Report (an “NDA”).
8.3 AWS Audits. As of the DPA Effective Date, Tealium’s storage and infrastructure provider, Amazon Web Services (“AWS”) is certified under ISO 27001 and has agreed to maintain an information security program for the Services that complies with the ISO 27001 standards or such other alternative standards as are substantially equivalent to ISO 27001 for the establishment, implementation, control, and improvement of the security standards applicable to AWS. AWS uses external auditors to verify the adequacy of its security measures, including the security of the physical data centers from which Tealium provides the Services. This audit: (a) will be performed at least annually; (b) will be performed according to ISO 27001 standards or such other alternative standards that are substantially equivalent to ISO 27001; and (c) will be performed by independent third-party security professionals.
8.4 Customer Audits. Customer may conduct, either itself or through a third party independent contractor selected by Customer at Customer’s expense, an on-site audit and review of Tealium’s systems and procedures used in connection with the Services. Such audit and review shall be conducted no more frequently than one time per year, with one week’s advance notice. Any audits described in this Section shall be conducted during reasonable times, shall be of reasonable duration, shall not unreasonably interfere with Tealium’s day-to-day operations, and be conducted in accordance with appropriate technical and confidentiality restrictions. In the event that Customer conducts an audit through a third party independent contractor, such independent contractor shall be required to enter into a non-disclosure agreement containing confidentiality provisions substantially similar to those set forth in the MSA to protect Tealium’s Confidential Information. Customer must promptly provide Tealium with information regarding any non-compliance discovered during the course of an audit.
9. Security Breach Notification.
9.1 Tealium Notification. If Tealium becomes aware of either (a) a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, any Customer Personal Data; or (b) any unauthorised access to Tealium’s equipment or facilities, where in either case such access results in destruction, loss, unauthorised disclosure, or alteration of Customer Personal Data (each a “Security Incident”), Tealium will within 48 hours: (a) notify Customer of the Security Incident; and (b) take reasonable steps to mitigate the effects and to minimize any damage resulting from the Security Incident.
9.2 Tealium Assistance. To assist Customer in relation to any personal data breach notifications Customer is required to make under the Data Protection Laws and Regulations, Tealium will include in the notification under section 9.1 such information about the Security Incident as Tealium is reasonably able to disclose to Customer, taking into account the nature of the Services, the information available to Tealium, and any restrictions on disclosing the information, such as confidentiality.
9.3 Limitations. Customer agrees that:
9.3.1 An unsuccessful Security Incident will not be subject to this Section. An unsuccessful Security Incident is one that results in no unauthorized access to Customer Personal Data or to Tealium’s Network storing Customer Personal Data, and may include, without limitation, pings and other broadcast attacks on firewalls or edge servers, port scans, unsuccessful log-on attempts, denial of service attacks, packet sniffing (or other unauthorized access to traffic data that does not result in access to Customer Personal Data) or similar incidents; and
9.3.2 Tealium’s obligation to report or respond to a Security Incident under this Section is not and will not be construed as an acknowledgement by Tealium of any fault or liability of Tealium with respect to the Security Incident.
9.4 Delivery. Notification(s) of Security Incidents, if any, will be delivered to one or more of Customer’s administrators by any reasonable means Tealium selects, including via email. It is Customer’s sole responsibility to ensure Customer’s administrators maintain accurate contact information with Tealium all times.
10.1 Authorized Sub-processors. Customer agrees that Tealium may use AWS as a sub-processor to fulfill certain of its contractual obligations under this DPA or to provide certain services on its behalf. Tealium will inform Customer of any intended changes concerning the addition or replacement of other sub-processors, thereby giving Customer the opportunity to object to such changes.
10.2 Obligations in respect of sub-processors. Where Tealium authorizes any sub-processor as described in this Section 10:
10.2.1 Tealium will restrict the sub-processor’s access to Customer Personal Data only to what is necessary to maintain the Services or to provide the Service to Customer and Tealium will prohibit the sub-processor from accessing Customer Personal Data for any other purpose;
10.2.2 Tealium will impose appropriate contractual obligations in writing upon the sub-processor that are no less protective than this DPA, including relevant contractual obligations regarding confidentiality, data protection, data security and audit rights; and
10.2.3 Tealium will remain responsible for its compliance with the obligations of this DPA and for any acts or omissions of the sub-processor that cause Tealium to breach any of Tealium’s obligations under this DPA.
10.3 Objection to Sub-Processor. If Customer has a reasonable basis to object to Tealium’s use of a new sub-processor, Customer shall notify Tealium promptly in writing within ten (10) business days after receipt of Tealium’s notice. In the event Customer objects to a new sub-processor(s) and that objection is not unreasonable Tealium will use reasonable efforts to make available to Customer a change in the affected Services or recommend a commercially reasonable change to Customer’s configuration or use of the affected Services to avoid processing of Customer Personal Data by the objected-to new sub-processor without unreasonably burdening Customer. If Tealium is unable to make available such change within a reasonable period of time, which shall not exceed sixty (60) days, Customer may terminate the applicable Service Order in respect only to those Services that cannot be provided by Tealium without the use of the objected-to new sub-processor, by providing written notice to Tealium. Customer shall receive a refund of any prepaid fees for the period following the effective date of termination in respect of such terminated Services.
11. Duties to Inform. If Customer Personal Data becomes subject to confiscation during bankruptcy or insolvency proceedings, or similar measures by third parties while being processed by Tealium, Tealium will inform Customer without undue delay. Tealium will, without undue delay, notify all relevant parties in such action (e.g. creditors, bankruptcy trustee) that any Customer Personal Data subjected to those proceedings is Customer’s property and area of responsibility and that Customer Personal Data is at Customer’s sole disposition.
12. Termination of the DPA. This DPA shall continue in force until the termination of the MSA (the “Termination Date”).
13. Return and Deletion of Customer Personal Data. The Services provide Customer with controls that Customer may use to retrieve or delete Customer Personal Data. Up to the Termination Date, Customer will continue to have the ability to retrieve or delete Customer Personal Data in accordance with this Section. To the extent Customer is unable to retrieve or delete Customer Personal Data itself through its use of the Services, Tealium will assist Customer in such retrieval or deletion upon Customer’s written request. Upon the Termination Date, Customer will close all Tealium accounts. Tealium will delete Customer Personal Data when requested by the Customer by using the Service controls provided for this purpose by Tealium.
14. Fees and Expenses. To the extent legally permitted, Customer shall be responsible for any costs and fees arising from: (i) Tealium’s provision of assistance with any Data Subject Request set forth in Section 5 above, to the extent that this assistance is unduly burdensome or requires efforts that materially exceed those which are otherwise expended by Tealium in the ordinary course of business, and (ii) a request by Customer to change the Region originally chosen by Customer during configuration of its account(s) pursuant to Section 6 above.
15. Nondisclosure. Customer agrees that the details of this DPA are not publicly known and constitute Tealium’s Confidential Information under the confidentiality provisions of the MSA.
16. Entire Agreement; Conflict. Except as amended by this DPA, the MSA will remain in full force and effect. If there is a conflict between the MSA and this DPA, the terms of this DPA will control.
17. Counterparts; Electronic Signature or Email Delivery. This DPA may be executed in two or more counterparts, each of which will be deemed an original and all of which taken together will be deemed to constitute one and the same document. The parties may sign and deliver this DPA by electronic signature or email transmission.
DATA SECURITY ADDENDUM
This Data Security Addendum (“Addendum” or “DSA”) is incorporated into, and made a part of, the Service Order that references this DSA, and constitutes a part of the MSA (as defined in the Service Order) between Tealium and Customer (as identified in such Service Order).
(a) Defined terms used in this Addendum and not otherwise defined in the MSA or in the body of this Addendum will have the meanings set out in Section 2 of this DSA.
(b) Tealium will implement and maintain logical and physical security procedures with respect to its access, use, and possession of Customer Data (“Processes”) that are designed to provide reasonably appropriate technical and organizational safeguards against accidental or unlawful destruction, loss, alteration or unauthorized disclosure or access of Customer Data at least equal to Industry Standards, but which in no event are less protective than the specific requirements of this Addendum. Tealium will regularly re-evaluate and modify its security standards as Industry Standards evolve, new technologies emerge or new threats are identified. Unless otherwise agreed, all data processing shall be in a multi-tenant environment with logical segmentation controls.
(c) Tealium’s data centers are owned and operated by Amazon Web Services Inc. (“AWS”). Details of AWS’ security standards and programs are available at https://aws.amazon.com/security/.
(a) “Breach” means any incident that has resulted in (or Tealium reasonably suspects has resulted in) unauthorized disclosure, access, use, receipt, or modification of Customer Data in Tealium’s possession or control in the course of providing Services to Customer.
(b) “Computing Equipment” means desktop, laptop or notebook computers, mobile devices (e.g. cell phones or tablets) and any other devices used for telephony or computing functions.
(c) “Dynamic Application Security Testing” or “DAST” means a security test of an application designed to detect conditions indicative of a security vulnerability in an application as it runs in a production environment, or in a test environment representative of the production environment in which such application will run.
(d) “Encryption” means the process of using an algorithm to transform data into coded information in order to protect the confidentiality of the data.
(e) “Firewall” means an integrated collection of security measures used to prevent unauthorized electronic access to Tealium’s networked computer system.
(f) “Industry Standards” means customs and practices followed by, and representing the degree of skill, care, prudence and foresight expected from, leading providers of the types of services that are the subject matter of the MSA.
(g) “Intrusion Detection Process” or “IDP” means a method of reviewing system logs and processes in near real-time and escalating identified patterns of behavior that indicate an intrusion is occurring or is likely to occur soon without unreasonable delay.
(h) “Least Privilege” means that, every module in a particular computing environment (such as a process, a user or a program) may only access the information and resources that are necessary for its legitimate purpose.
(i) “Manual Penetration Testing” means a manual security test of an application, executed by a combination of automated tools and a certified tester or qualified third party.
(j) “Multifactor Authentication” means authentication using at least two (2) of the following factors: “Something you know” such as a password, “Something you have” such as a token, or “Something you are” such as a biometric reading.
(k) “Removable Media” means portable or removable hard disks, floppy disks, USB memory drives, zip disks, optical disks, CDs, DVDs, digital film, memory cards (e.g., Secure Digital (SD), Memory Sticks (MS), CompactFlash (CF), SmartMedia (SM), MultiMediaCard (MMC), and xD-Picture Card (xD)), magnetic tape, and all other removable data storage media that contain Customer Data.
(l) “Secure SDLC Methodology” means a documented process for planning, creating, testing, and deploying an information system that requires information security engagement, particularly with respect to the design, test, and deployment stages.
(m) “Separation of Duties” means all software design and updates are authorized by a separate employee.
(n) “Tealium Facilities” means facilities involved in the provision of Services including all locations where Tealium personnel work and use Tealium Systems and/or where Customer Data is hosted or processed.
(o) “Tealium Systems” means components involved in the provision of Services which include but are not limited to network devices, applications, physical or virtual hardware or software, servers, databases and networks.
(p) “Threat Model” means a process by which potential threats can be identified, enumerated, and prioritized – all from a hypothetical attacker’s point of view. The purpose of threat modeling is to provide defenders with a systematic analysis of the probable attacker’s profile, the most likely attack vectors, and the assets most desired by an attacker.
(q) “Unauthorized Code” or “Malicious Code” means any back door, virus, Trojan horse, worm or other software routines or equipment components) that are designed to disrupt, modify, delete, or otherwise harm software, equipment or data, to impede the operation of Customer’s systems.
(r) “Root Cause Analysis” means a principle-based, systems approach for the identification of the underlying causes associated with a security event, including a Breach.
3. INCIDENT MANAGEMENT AND BREACH NOTIFICATION
(a) Incident Management. Tealium maintains a documented incident management policy and process to timely detect security events, and provides coordinated response to threats and client notification. The process includes a Root Cause Analysis with identified issues tracked to remediation and evaluation and implementation of actions to prevent recurrence.
(b) Breach Notification & Remediation. In the event of a Breach, Tealium will notify Customer and remediate the Breach in the manner set forth below:
(i) Notification. Tealium will notify Customer within 48 hours of becoming aware of the Breach. Notice will include appropriate Tealium contact information (phone number and email address) and a summary of all relevant facts then known to Tealium including the approximate date and time of the Breach, the status of a Root Cause Analysis and the actions being taken by Tealium to rectify the Breach, remediate its effects, and prevent recurrence.
(ii) Root Cause Analysis. Tealium will promptly initiate and pursue to completion as quickly as possible a Root Cause Analysis.
(iii) Remediation. Tealium will promptly implement measures necessary to restore the security of Customer Data and Tealium Systems. If such measures include temporarily restricting access to any information or Tealium Systems in order to mitigate risks associated with further compromise, Tealium will promptly notify Customer of the restricted access, in advance of such restriction when reasonably possible. Tealium will cooperate with Customer to identify any additional steps required of Tealium to address the Breach and mitigate its effects.
4. INDEPENDENT RISK ASSESSMENTS
(a) Service Organization Reports. Tealium will undertake at least annually, at its expense, an audit in accordance with ISO/IEC 27001, ISO/IEC 27018 and with the International Standard on Assurance Engagements No. 3402 (SSAE16/ISAE 3402 Type II) or their successor standard(s), covering controls related to its provision of the Services as a services organization, the scope of which will be in accordance with Industry Standard practice.
(b) Third-Party / Subservice Organization Agreements. Tealium will conduct a detailed risk assessment on its service providers who process Customer Data with results documented and made available to Customer upon request.
(c) Security Testing. Tealium will, at least twice annually, engage, at its expense, a third party service provider to perform Manual Penetration Testing of Tealium Systems related to the provision of Services. The method of test scoring and issue ratings will follow Industry Standard practices, such as the latest Common Vulnerability Scoring System (“CVSS”) published by the US National Institute of Standards and Technology (“NIST”). Tealium will remedy any validated findings deemed material (critical, priority, or high risk) in a timely manner following such findings.
5. SECURITY FUNCTION
(a) Security Officer. Tealium will designate a point of contact to coordinate the continued security of all Customer Data and Tealium Systems. The Tealium Security Officer can be contacted at firstname.lastname@example.org.
(b) Training. In addition to any training obligations in the MSA, Tealium will, at least annually, provide all Tealium personnel with responsibilities related to the Services with appropriate ongoing training regarding Tealium’s Processes for which compliance is required under the MSA, including, without limitation, procedures to verify all Tealium personnel promptly report actual and/or suspected Breaches. All personnel involved in any part of the Secure SDLC Methodology are required to receive application security training. Tealium will retain documentation that such training has been completed.
6. DATA MANAGEMENT. For all Tealium Systems processing, storing, or transmitting Customer Data in the course of providing Services:
(a) Data Access. Customer Data will be accessible only by Tealium personnel whose responsibilities require such access and follow the principle of Least Privilege.
(b) Encryption of Information. Tealium will use Industry Standard Encryption techniques for Customer Data being stored, processed, or transmitted in the course of providing Services. Such techniques will require (i) key length of 128 bits or more for symmetric Encryption and (ii) key length of 2048 bits or more for asymmetric Encryption. Tealium will use Industry Standard authentication practices and secure all communications involving Customer Data.
(c) Cryptographic Key Management. Tealium will securely manage cryptographic keys and maintain documented Industry Standard control requirements and procedures. If Tealium uses public key infrastructure (“PKI”), Tealium will protect such PKI by ‘hardening’ the underlying operating system(s) to reasonably protect against unauthorized access. For commercial systems, Tealium will use vendor-recommended hardening guidelines. For non-commercial systems, Tealium will utilize Industry Standard hardening guidelines, such as checklists provided by the Center for Internet Security®.
(d) Removable Media. Tealium does not use Removable Media in providing the Services.
(e) Data Disposal and Servicing. In the event that any hardware, storage media, Removable Media, or documents containing Customer Data must be disposed of or transported for servicing, then:
(1) Tealium will maintain documented policies and procedures concerning data disposal that include provisions to maintain chain of custody; and
(2) Tealium will render such Customer Data inaccessible, cleaned, or scrubbed from such hardware and/or media using methods at least as protective as the minimum sanitization recommendations outlined by NIST SP 800-88 Rev.1 (or successor standard); and
(f) Data Transmission. If Customer Data is transferred by Tealium across the Internet, any wireless network (e.g., cellular, 802.11x, or similar technology), or other public or shared network, then protect such data using appropriate cryptography as required by Section 6(a)(iii) of this Addendum.
(g) Data Resiliency. Utilize industry standard safeguards to provide resiliency of Customer Data. Resiliency will be achieved by way of methods such as, but not limited to, database backups, file backups, server backups, or managed highly available, fault tolerant data storage or managed database services. Any Tealium storage or retention of backup files will be subject to all terms of this MSA. Tealium will test data resiliency periodically to protect the integrity and availability of Customer Data.
7. PHYSICAL SECURITY -FACILITIES. Tealium facilities will be protected by perimeter security such as barrier access controls (e.g., the use of entry badges) that provide a physical environment secure from unauthorized access, damage, and interference. At a minimum, all Tealium facilities are required to have the following security related characteristics:
(a) Tealium will document, implement and maintain personnel and physical security policies, including, without limitation, a “clean desk” policy.
(b) Tealium will install closed circuit television (“CCTV”) systems and CCTV recording systems to monitor and record access to Tealium facilities. Logs must be retained for at least one (1) year.
(c) All Tealium personnel will be issued and will display to gain access an identification badge allowing electronic verification of bearer’s identity.
(d) Each location will maintain procedures for validating visitor identity and authorization to enter the premises, including but not limited to an identification check, issuance of an identification badge, validation of host identity, purpose of visit, and recorded entry.
8. SYSTEMS & NETWORK SECURITY
(a) Asset Inventory. Tealium will maintain a comprehensive inventory of its current system components, hardware, and software (including version numbers and physical locations) to ensure only authorized and supported components process, store or transmit Customer Data. Tealium will, at least annually, review and update its system component inventory.
(b) Internal Network Segment Security. All data entering Tealium’s internal data network from any external source (including, without limitation, the Internet), must pass through Firewalls to enforce secure connections between internal Tealium Systems and external sources. Such Firewalls will explicitly deny all data other than the minimum required to support Tealium business operations.
(c) External Segment Security. Tealium’s external connections to the Internet or direct connections to Customer will:
(i) Have security measures and controls applied to its routers; and
(ii) Include an Intrusion Detection Process that will monitor all data within the external segment and information coming from routers to the Firewalls. Tealium’s IDP is designed to detect and report any unauthorized activity prior to entering the Firewalls.
(iii) Tealium will disable unnecessary network access points to prevent unauthorized devices from accessing the Customer environment.
(d) Scan incoming files. Tealium will use Industry Standard security tools including intrusion detection and file integrity tools on any servers on which Customer Data may be processed.
(e) Protect Against Unauthorized Code. Tealium will implement appropriate technical measures designed to protect against transferring Malicious Code (including without limitation Unauthorized Code) to Customer or Customer Systems via email or other electronic transmission by providing antimalware tools are deployed on all Tealium Systems supporting services to Customer and such tools are updated to provide protection against current threats.
(f) Vulnerability Management. Tealium will have a documented process to identify and remediate security vulnerabilities affecting Tealium Systems containing Customer Data. Tealium will remediate any identified security vulnerabilities within a reasonable amount of time.
(g) Electronic Communications. All electronic communications related to the provision of Services, including instant messaging and email services, will be protected by Industry Standard processes and technical controls.
9. CHANGE AND PATCH MANAGEMENT
(a) Change Management. Changes to applications, any part of the Tealium’s information technology infrastructure, Systems or the network will be tested, reviewed, and applied using a documented change management process and adhere to the principle of Separation of Duties.
(b) Emergency Changes. An emergency change approval process is established to implement changes and fixes to systems on an accelerated basis when necessary. Tealium will notify Customer in advance if any such emergency changes could affect the functionality of the Services during normal business hours.
(c) Software Updates. Tealium will:
(i) Use anti-malware and other security software in support of the delivery of Services;
(ii) Use only supported versions of software required for the delivery of Services; and
(iii) Where Services are involved, implement emergency software fixes within a reasonable time, unless in Tealium’s reasonable opinion this introduces higher business risks. All changes must be undertaken in accordance with the Tealium’s approved change management process.
10. LOGICAL ACCESS CONTROLS
(a) User Authentication: Tealium will implement processes designed to authenticate the identity of all users through the following means:
(i) User ID. Access to applications containing Customer Data must be traceable to one (1) user. Shared accounts accessing Customer Data are prohibited by Tealium.
(ii) Passwords. Each user on Tealium’s network will use a unique password to access applications containing Customer Data. Passwords will be at least eight (8) alphanumeric characters. The use of passwords that are easily discerned will be avoided (i.e., passwords matching or containing User ID, users’ birthdays, street addresses, children’s names, etc.). Tealium will require users to use multifactor authentication for access to applications or systems containing Customer Data.
(iii) Multifactor Authentication. Multifactor Authentication will be required for entry on all network access points designed to restrict entry to authorized personnel.
(b) Session Configuration. Sessions will be configured to timeout after a maximum of 30 minutes of user inactivity. Re-authentication will be required after such timeouts or periods of inactivity.
(c) Unsuccessful Logon Attempts. The number of unsuccessful logon attempts will be limited to a maximum of five (5). User accounts will be locked for at least ten (10) minutes after the maximum number of permitted unsuccessful logon attempts is exceeded.
(d) Remote Access. Remote access to Tealium Systems containing Customer Data will be restricted to authorized users, will require Multifactor Authentication and will be logged for review.
(e) Deactivation. User IDs for Tealium personnel with access to Customer Data will be deactivated immediately upon changes in job responsibilities that render such access unnecessary or termination of employment.
(f) Privileged Access. Tealium will use Industry Standard methods to provide that:
(i) Users with access to Tealium Systems containing Customer Data will be granted the minimum amount of privileges necessary to provide Services;
(ii) Privileged access will be restricted to authorized individual users and non-repudiation will be maintained;
(iii) Privileged user accounts will be used exclusively for privileged operational use and not for business as usual activities;
(iv) Developers will not receive privileged access to production environments; and
(v) All privileged access will require Multifactor Authentication.
11. LOGGING & MONITORING
(a) Network and Systems Monitoring. Tealium will actively monitor its networks and Tealium Systems where Customer Data is stored, processed or transmitted (including but not limited to IDP, Local Area Network/Wide Area Network (“LAN/WAN”) equipment and Systems and servers) to detect deviation from access control policies and actual or attempted intrusions or other unauthorized acts.
(b) Event Logging. For Tealium Systems processing, storing, or transmitting Customer Data in the course of providing Services, Tealium will:
(i) Maintain logs of key events, including access events, that may reasonably affect the confidentiality, integrity, and availability of the Services to Customer and that may assist in the identification or investigation of material incidents and/or security breaches occurring on Tealium Systems. Copies of such logs will be made available to Customer upon request;
(ii) Protect logs against modification or deletion and are reviewed on an at least quarterly basis by Tealium’s Information Security function; and
(iii) Retain logs for at least twelve (12) months.
12. SOFTWARE SECURITY ASSURANCE
(a) Development Methodology. For software used in the course of providing Services, Tealium will:
(i) Carry out in-house development activities in accordance with a documented secure software development policy, which will be shared with Customer upon request.
(ii) Deploy new applications and changes to existing applications to the live production environment strictly in accordance with the software development policy.
(iii) Maintain documented software development practices for itself and any third party development or software services including the definition, testing, and deployment of security requirements.
(b) Development Environments. For software used in the course of providing the Services, Tealium will:
(i) Perform system development and testing in distinct environments segregated from the production environment and protected against unauthorized disclosure of Customer Data.
(ii) Not use Customer Data within test environments without Customer’s prior written approval and the documented controls required to protect such information.
(c) Capacity and Performance Planning. Tealium will use capacity and performance planning practices designed to minimize the likelihood and impact of Tealium Systems failures or outages. Tealium will review capacity plans and performance monitoring information at least annually.
(d) Testing Process. Tealium will in the course of providing Services:
(i) Provide that applications undergo a formal code review process. Upon Customer’s request, Tealium will provide evidence of this formal process and process execution to Customer.
(ii) Provide that applications undergo a quarterly Dynamic Application Security Test (DAST). The method of test scoring and issue ratings will follow Industry Standard practice, such as the latest Common Vulnerability Scoring System (CVSS) published by the US National Institute of Standards and Technology (NIST). For any material findings (critical, priority, or high risk), Upon request, Tealium will provide Customer the results of such testing and remediation activities in the form of an executive summary attestation letter containing the testing performed, the date, and a summary of the results, including confirmation that all high or critical-level findings have been remediated and the fixes migrated to production.
(iii) Provide that applications undergo a Threat Model analysis at least annually. A process to formally report the results of the Threat Model and to remediate material (critical, priority or high) flaws will be present. Upon request, Tealium will evidence this activity by sharing the Threat Model executive summary.
13. DATA CENTER CONTROLS
(a) Base Requirements. Any data center supporting the Services will possess the following minimum requirements:
(i) Adequate physical security and access controls as set forth in Section 6 of this Addendum;
(ii) Professional HVAC & environmental controls;
(iii) Professional network/cabling environment;
(iv) Professional fire detection/suppression capability;
(v) A comprehensive business continuity plan.
(b) Control Validation. If (i) Tealium uses a data center provided by a sub-service organization, and (ii) a service organization report in accordance with the standards described in Section 4(a) of this Addendum (without material findings or exceptions) is made available to Customer with respect to such sub-service organization, Tealium will be deemed to be in compliance with the foregoing.
14. BUSINESS CONTINUITY PLAN
(a) BCP Planning and Testing
(i) Tealium’s plan capabilities will include a data resiliency system containing all hardware, software, communications equipment, and current copies of data and files necessary to perform Tealium’s obligations under the MSA; and
(ii) Tealium will maintain processes for timely recovery of Services at Tealium-owned and/or hosted data centers.
(b) BCP Plan. The plan will address the following additional standards or equivalent in all material respects:
(i) The plan will reflect regulatory and best industry practices;
(ii) The relocation of affected Tealium staff to one or more alternate sites and the reallocation of work to other locations that perform similar functions until such relocation is effected;
(iii) A full business impact analysis of the expected impacts and effects that Tealium believes are likely to arise in the event of a disruption to or loss of Tealium’s normal operations, systems and processes;
(iv) The establishment and maintenance of alternate sites and systems the capacity of which will be no less than the primary sites and systems that Tealium uses to provide the Services and perform its other obligations under this MSA;
(v) A description of the recovery process to be implemented following the occurrence of a disaster detailing the contingency arrangements in place to ensure recovery of Tealium’s operations, systems and processes and the key personnel, resources, services and actions necessary to ensure that business continuity is maintained. Tealium agrees that their recovery processes and BCM plans ensure a Recovery Time Objective (“RTO”) of four (4) hours and a Recovery Point Objective (“RPO”) of twenty four (24) hours;
(vi) A schedule of the objective times by which Tealium’s operations, systems and processes will be recovered following the occurrence of a disaster;
(c) Distinct Plans. If distinct plans apply to specific Tealium locations, the plans for each location from which a material part of the Services are performed by Tealium will be tested at least annually against a comprehensive scenario and the results made known to senior management of Tealium.
(d) Notification. In case of a disaster that Tealium reasonably believes will impact its ability to perform its obligations or affect the Services under the MSA, Tealium will promptly notify Customer of such disaster. Such notification will, as soon as such details are known, contain details of:
(i) The disaster in question and how it was detected;
(ii) The impact the disaster is likely to have on the Services;
(iii) The alternative operating strategies and the back-up systems Tealium will utilize and the timetable for their utilization; and
(iv) The expected timeframe in which the disaster will be resolved and Tealium expects to return to business as usual.
(e) Subcontractors. Tealium will require its subcontractors that perform any part of the Services (other than auxiliary services that facilitate the Services (e.g., document warehousing and retrieval, print services, etc.)) to have in place and maintain a commercially reasonable business continuity program that complies with regulatory and industry best practices. Tealium’s use of subcontractors does not diminish its obligation to provide business continuity capabilities as described above for all services provided under the MSA, regardless of their origin and regardless of notice to Customer.
15. NON-TEALIUM SYSTEMS
Customer acknowledges that use of the Tealium Services, including collection, storage, use, and disclosure of Customer Data as contemplated hereunder, will involve transmission over the Internet and over various networks, including non-Tealium Products, only part of which may be owned or operated by Tealium. Customer acknowledges and understands that Customer Data might be accessed by unauthorized persons when communicated across the Internet, network communications facilities or by other electronic means. Tealium is not responsible for any Customer Data that is delayed, lost, destroyed, altered, intercepted or stored during the transmission of such data across network infrastructure not owned or operated by Tealium, including the Internet, third party websites, non-Tealium Products, or Customer’s or Customer’s users’ local networks.
Data Processing Addendum No Model Clauses v04FEB2019