Data Processing Agreement 20211103

Effective as of 3rd of November 2021

1. Preamble

1.1 This Data Processing Agreement represents an addendum and an integral part of Synthesia’s Terms of Service Agreement available at https://www.synthesia.io/terms-of-service and Synthesia's Master Service Agreement available at https://www.synthesia.io/terms/master-service-agreement. Under the Data Protection Laws, Synthesia Limited, a company located at 16 Dufour's Place, London W1F 7SP, United Kingdom (" Synthesia") has a position of a ‘Processor’ and Synthesia’s customers have a position of a ‘Controller’ regarding the personal data collected using Synthesia services (" Services").

2. Definitions

2.1 The following definitions explain some of the terminology and abbreviations used throughout this Data Processing Agreement:

• ‘ DPA’ refers to this Data Processing Agreement.
• ‘ Agreement’ refers to the Terms of Service Agreement available at https://www.synthesia.io/terms-of-service.
• ‘ Processor’ refers to Synthesia Limited, a company located at 16 Dufour's Place, London W1F 7SP, United Kingdom.
• ‘ Controller’ refers to the customers of the Synthesia Services.
• ‘ Processing’ refers to any operation or set of operations which is performed on personal data or on sets of personal data, whether or not by automated 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.
• ‘ Data’ refers to information provided by Controller to the Processor, or collected by the Processor on behalf of the Controller, relating to an identified or identifiable natural person.
• ‘ Data Subject’ refers to an identified or identifiable natural person to whom Data relates.
• ‘ Data Breach’ refers to a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Data transmitted, stored or otherwise processed.
• ‘ Data Protection Laws’ refers to all applicable laws and regulations regarding the Processing of Data, including, where applicable, the European Union’s General Data Protection Regulation (2016/679) and the United Kingdom Data Protection Act of 2018, each as may be amended from time to time.

3. Processing

3.1 Processor undertakes to process all Data in accordance with Data Protection Laws and other applicable laws, statutes, and regulations. Nature and the purpose of processing, the types of Data processed, and the categories of Data Subjects whose Data is processed are set out in Appendix 1 to this DPA.

3.2 Unless otherwise explicitly stated in this DPA, the Processor may process the Data for the purposes of providing the Services set out in the Agreement, and only in accordance with the Controller’s documented instructions.

3.3 During the term of this DPA Controller shall remain the owner of the Data transferred to the Processor as well as the Data collected by the Processor on behalf of the Controller.

3.4 Controller warrants that the Data is obtained in accordance with the applicable laws, statutes and regulations and that Processing which Controller requests does not violate any applicable law, statute, or regulation.

3.5 Data that the Processor shall process includes such Data which is requested by the Controller on a case-by-case basis, and which is necessary to perform the services described in the Agreement. Processor shall not process special categories of Data as defined in article 9. of the GDPR.

3.6 Data may be processed for the duration of the Agreement unless otherwise instructed by the Controller.

4. Personnel

4.1 The Processor shall ensure that all employees, contractors, and other persons operating under the authority of the Processor are bound by a strict confidentiality agreement prior to providing them with access to the Data.

4.2 The Processor shall take steps to ensure that any person acting under the authority of the Processor who has access to the Data does not process them except on instructions from the Controller.

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 Data Subjects, the Processor shall implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk, including inter alia as appropriate:

• the pseudonymization and encryption of the Data;
• the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services;
• the ability to restore the availability and access to the Data in a timely manner in the event of a physical or technical incident;
• a process for regularly testing, assessing and evaluating the effectiveness of technical and organizational measures for ensuring the security of the processing.

5.2 In assessing the appropriate level of security account shall be taken in particular of the risks that are presented by processing,

5.3 The list of technical and organizational security measures is provided in the Appendix 3 of this DPA.

6. Sub-Processor

6.1 The Controller agrees that Processor may engage sub-processors listed in Appendix 2 to this DPA.

6.2 Where the Processor engages another processor for carrying out specific processing activities on behalf of the Controller, the same Data protection obligations as set out in this DPA shall be imposed on that other processor by way of a contract or other legal act.

7. Data Subject rights

7.1 Taking into account the nature of the processing, the Processor shall assist the Controller by appropriate technical and organizational measures for the fulfilment of the Controller’s obligations to respond to requests to exercise Data Subject rights under the GDPR.

7.2 The Processor shall:

• promptly notify the Controller if Processor or Sub-Processor receive a request from a Data Subject under GDPR or other applicable law, statute, or regulation in respect of the Data; and
• ensure that the Processor or Sub-Processor do not respond to that request except on the documented instructions of the Controller or as required by applicable laws.

8. Data Breach

8.1 The Processor shall notify the Controller without undue delay after becoming aware of a Data Breach affecting the Data.

8.2 The Processor shall cooperate with the Controller and take such reasonable steps as are directed by the Controller to assist in the investigation, mitigation, and remediation of each such Data Breach.

9. Data Protection Impact Assessment and Prior Consultation

9.1 The Processor shall provide reasonable assistance to the Controller with any Data protection impact assessments, and prior consultations with competent data privacy authorities.

10. Deletion or return of the Data

10.1 Subject to sections 10.2 and 10.3 the Processor shall promptly delete and procure the deletion of all copies of those Data upon cessation of any Services.

10.2 The Controller may in its absolute discretion require Processor to return a complete copy of all Data to the Controller.

10.3 The Processor may retain the Data to the extent required by applicable laws.

10.4 The Processor shall provide written certification to the Controller that the Processor fully complied with this section 10 upon written request of the Controller.

11. Audit rights

11.1 The Processor shall make available to the Controller on request all information necessary to demonstrate compliance with this DPA, and shall allow for and contribute to audits, including inspections.

11.2 Information and audit rights of the Controller only arise under section 11.1 to the extent that the Agreement does not otherwise give them information and audit rights.

12. Limitation of Liability

12.1 Each party’s liability arising out of, or related to this DPA, is limited to the cumulative amounts paid by the Controller to the Processor in the past 12 months to the event giving rise to the claim.

13. Final provisions

13.1 Any matter that is not regulated by this DPA shall be governed by the Agreement or other subsequent contract concluded between the parties.

13.2 If any part of this DPA is found to be invalid, illegal, or unenforceable, it will not affect the validity or enforceability of the remainder.

13.3 Any failure to exercise or enforce any right or provision shall not constitute a waiver of such right or provision.

13.4 The section titles in the DPA are for convenience only and have no legal or contractual effect.

Appendix 1 – Description of processing

The purpose of the Processor’s processing of Data on behalf of the Controller is:

• Processor’s provision of Services to the Controller. ‍

The Processor’s processing of Data on behalf of the Controller shall mainly pertain to (the nature of the processing):

• Development of the content requested by the Controller using the Data provided for that purpose.

The processing includes the following types of personal data about data subjects:

• Data may include but is not limited to the following: first and last name; images, videos, voice recordings; employer; business role; professional title; department; business contact information; business network; business experience and interests, localization data, other communication data; and other Data Processed during the use of the Services. ‍

Processing includes the following categories of data subject:

• Controller’s customers and other business contacts; employees and contractors; subcontractors and agents; consultants, prospects and event sponsors and attendees. ‍

The Processor’s processing of Data on behalf of the Controller may be performed when this Data Processing Agreement commences. Processing has the following duration:

• Processing shall not be time-limited and shall be performed until this Data Processing Agreement is terminated or cancelled by one of the parties.

Appendix 2 – List of approved sub-processors

• Amazon Web Services, Inc.
  Address: 410 Terry Avenue North Seattle, WA 98109 United States
  Description of processing: Web hosting provider, data storage and compute for video processing services.

• Google LLC
  Address: 1600 Amphitheatre Parkway, Mountain View, CA 94043
  Description of processing: Company communication and web usage analysis services.

• Slack Technologies, Inc.
  Address: 4th Floor, One Park Place, Hatch Street Upper, Dublin 2, Ireland
  Description of processing: Company communication and content moderation management.

• Stripe Payments Europe, Ltd
  Address: One Spencer Dock, North Wall Quay, Dublin 1
  Description of processing: Payment provider.

• ProfitWell
  Address: 200 OK LLC, 109 Kingston Street (Fourth Floor), Boston, MA 02111
  Description of processing: User tracking and analytics reporting services.

• Mailchimp
  Address: 675 Ponce de Leon Ave NE, Suite 5000 Atlanta, GA 30308 USA
  Description of processing: User notification services.

• HubSpot, Inc.
  Address: 25 First Street, 2nd Floor Cambridge, MA 02141 USA
  Description of processing: Customer relationship management.

• Kaleido AI GmbH
  Address: Ungargasse 37/BT1/3.3, 1030 Wien, Austria
  Description of processing: Preparation of custom AI Avatars.

Appendix 3 – Technical and organizational measures of the Processor

The Processor has implemented and maintains the following technical and organizational measures to protect the security, confidentiality and integrity of the Personal Data:

Security Operations

• A comprehensive, written information security programme is implemented.
• An Information Security Officer is appointed to lead the security programme.
• Information security incorporates risk assessment for the protection of personal data.
• Risk assessment, prioritization and risk treatment is performed at least annually.
• At least annually, an external security assessment is performed for the Services.

Human Resource Security

• Pre-employment screening is performed for all employees.
• Non-disclosure agreements are part of all employee contracts.
• Information security and security awareness training is mandatory for all.
• All employees must review and approve the Acceptable Use Policy.
• Violations of security policies leads to loss of access and disciplinary action.

Data Center Security

• Infrastructure is managed via ISO27001 certified AWS data centres.
• All data is stored in Europe (Ireland).
• The Services are hosted in multiple availability zones for redundancy.
• Access to the infrastructure is restricted to authorized personnel only.
• All access is logged and audited, and logs are retained for up to 2 years.

Physical Access Control

• Entrances and exits of buildings are permanently closed.
• There is a reception area for access control.
• All offices require a key or keycard, with use by authorized key holders only.
• All visitors are accompanied by employees.

System Access Control

• System and data access is based on the principle of least privilege.
• Access is managed using role-based access control (RBAC).
• Only approved system administrators can provision or deprovision access.
• All internal access is managed using a password manager and two-factor authentication.

Device and Network Security

• All devices are monitored and hardened, with disk encryption, firewall and antivirus.
• The production system is segregated into private subnets protected by virtual firewalls.
• Only authorized engineers can review, test, and approve network configuration changes.
• Only authorized system administrators can access to the production system, with access restricted by IP and port, and all communication encrypted over SSH.
• All servers in the production system are patched to minimise security vulnerabilities.

Secure Development

• All code is tracked in revision control and all changes are reviewed before release.
• Each change passes through 2 environments before release to the production system.
• The production environment is segregated from all non-production environments.
• There is no data shared across production and testing environments.
• Data is segregated between users through restricted access permissions.
• Risk assessment is part of the development process and all engineers are trained on the OWASP Top 10 web application security risks.

Application Level Security

• A strong password policy is in place for user login.
• Production passwords are hashed in storage.
• All personally identifiable data in the production system is pseudonymized by default.
• All data is encrypted at rest with at least 256 bit encryption AES (or equivalent).
• All communication is encrypted in transit using TLS 1.2 by default over https.
• An external penetration test is performed on every major architectural change and at least annually, with critical or high-risk vulnerabilities remediated within 30 days.

Protection from Data Loss and Corruption

• There is a documented Business Continuity Plan and Incident Response Plan.
• The Recovery Time Objective (RTO) is set as 24 hours for full system recovery.
• The Recovery Point Objective (RPO) is set as full point of time recovery.
• The production system is backed to point-in-time for up to 7 days and snapshots are retained for up to 1 month.
• Backups and system recovery is tested at least annually.
• In the event of a data breach that affects a customer, both customer and regulatory authorities are notified within 24 hours.

Third party management

• A register of all processing activities and use of third-party processors is maintained.
• All third-party processors are assessed to ensure security requirements are met.
• Supplier security and service delivery performance are reviewed at least annually.
• DPA is in place with all third-party providers according to article 28 of the GDPR.