This Data Processing Addendum (this “DPA”) forms part of the Capella Cloud Service Subscription Agreement, or other agreement between Customer and Couchbase governing Customer’s use of the Cloud Service (“Agreement”), between Couchbase, Inc. (“Couchbase”) and the party identified as the “Customer” in the Agreement (“Customer”) (each a “Party” and together, the “Parties”).
This DPA describes the commitments of the Parties concerning the processing of Personal Data in connection with Customer’s use of the Cloud Service. If there is any conflict between the terms of the Agreement and the terms of this DPA, the terms of this DPA shall prevail to the extent of such conflict. Any capitalized term not defined in this DPA will have the meaning given it in the Agreement.
The Parties agree as follows:
1. Definitions. The following capitalized terms, when used in this DPA, will have the corresponding meanings provided below:
a. “Applicable Data Protection Laws” means all worldwide privacy and data protection laws, regulations, rules, ordinances and other decrees applicable to the Personal Data, including (but not limited to): (i) European Data Protection Laws; and (ii) all laws and regulations of the United States, including the California Consumer Privacy Act of 2018 (California Civil Code §§ 1798.100 et seq (“CCPA”); as may be amended, superseded or replaced.
b. “Customer Data” means any Personal Data processed by Couchbase on behalf of Customer as a service provider or processor (as applicable) in connection with the Cloud Service, as more particularly described in Annex A of this DPA.
c. “EEA” means the Member States of the European Union, plus Iceland, Liechtenstein, and Norway.
d. “European Data Protection Laws” means: (i) Regulation 2016/679 of the European Parliament and of the Council 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) (“GDPR”); (ii) Directive 2002/58/EC concerning the processing of personal data and the protection of privacy in the electronic communications sector (“e-Privacy Directive”); (iii) any applicable national implementations of (i) and (ii); (iv) the Swiss Federal Data Protection Act of 19 June 1992 and its Ordinance (“Swiss FDPA”); and (v) in respect of the United Kingdom, the Data Protection Act 2018 and any applicable national legislation that replaces or converts in domestic law the GDPR, e-Privacy Directive or any other law relating to data and privacy as a consequence of the UK leaving the European Union; in each case as may be amended, superseded or replaced.
e. “Model Clauses” means, depending on the circumstances unique to any particular Customer, any of the following: (i) the standard contractual clauses for processors as approved by the European Commission pursuant to its decision 2021/914 (the “2021 Standard Contractual Clauses”) and (ii) the UK Standard Contractual Clauses, each alternatively referred to as Standard Contractual Clauses, incorporated by reference and forming part of this DPA.
f. “Personal Data” means any information that relates to an identified or identifiable natural person and which is protected as “personal data”, “personal information” or “personally identifiable information” under Applicable Data Protection Laws.
g. “Security Incident” means any breach of security that leads to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of or access to Customer Data transmitted, stored or otherwise processed by Couchbase and/or its Sub-processors in connection with the provision of the Cloud Service. The Parties acknowledge and agree that “Security Incident” shall not include unsuccessful attempts or activities that do not compromise the security of Customer Data, including unsuccessful log-in attempts, pings, port scans, denial of service attacks, and other network attacks on firewalls or networked systems.
h. “Sub-processor” means any processor engaged by Couchbase or its Affiliates to assist in fulfilling its obligations with respect to providing the Cloud Service pursuant to the Agreement or this DPA. Sub-processors may include third parties or Couchbase Affiliates but shall exclude any Couchbase employee, contractor or consultant.
i. “UK Standard Contractual Clauses” means (i) standard contractual clauses for data controller to data processor transfers approved by the European Commission in decision 2010/87/EU (“UK Controller to Processor SCCs”); and (ii) standard contractual clauses for data controller to data controller transfers approved by the European Commission in decision 2004/915/EC (“UK Controller to Controller SCCs”).
j. The terms “controller”, “processor” and “processing” shall have the meanings given to them in the GDPR, and “process”, “processes” and “processed” shall be interpreted accordingly; and the terms “business”, “service provider” and “sell” shall have the meanings given to them in the CCPA.
2. Role and Scope of Processing
a. Scope. Subject to Section 2(b), this DPA applies to the extent that Couchbase processes as a processor or service provider (as applicable) any Customer Data protected by Applicable Data Protection Laws.
b. Role of the Parties. The parties acknowledge and agree that (i) with respect to the processing of Customer Data, Customer is the relevant business, controller or processor (as applicable) of such Customer Data, and Couchbase is a service provider, processor or subprocessor (as applicable) on behalf of Customer, as further described in Annex A of this DPA; and (ii) with respect to Personal Data included in any technical usage data Couchbase collects in connection with Customer’s use of the Cloud Service (“Usage Data”), Couchbase is the relevant business or controller of Usage Data and will process Usage Data in accordance with the Couchbase privacy policy available at https://www.couchbase.com/privacy-policy. Each Party will comply with all laws, rules and regulations applicable to it and binding on it in the performance of this DPA, including any Applicable Data Protection Laws. With respect to Usage Data, Couchbase will process such data in compliance with only Sections 8(a)(iii) and (iv), to the extent applicable.
c. Couchbase processing of personal data. Couchbase agrees that it shall process Customer Data only for the purposes described in the DPA and in accordance with Customer’s documented lawful instructions. The parties agree that the Agreement (including this DPA) sets out the Customer’s complete and final instructions to Couchbase in relation to the processing of Customer Data and processing outside the scope of these instructions (if any) shall require prior written agreement between Customer and Couchbase. Without prejudice to Section 2(d) (Customer responsibilities), Couchbase shall notify Customer in writing, unless prohibited from doing so under Applicable Data Protection Laws, and may suspend processing of Customer Data, if it becomes aware or believes that any data processing instructions from Customer violates Applicable Data Protection Laws.
d. Customer responsibilities. Customer is responsible for the lawfulness of Customer Data processing under or in connection with the Agreement. Customer represents and warrants that (i) it has provided, and will continue to provide all notice and obtained, and will continue to obtain, all consents, permissions and rights necessary under Applicable Data Protection Laws for Couchbase to lawfully process Customer Data for the purposes contemplated by the Agreement (including this DPA); (ii) it has complied with all Applicable Data Protection Laws as a controller and/or business of Customer Data for the collection and provision to Couchbase and its Sub-processors of such Customer Data; and (iii) it shall ensure its processing instructions comply with applicable laws (including Applicable Data Protection Laws) and that the processing of Customer Data by Couchbase in accordance with Customer’s instructions will not cause Couchbase to be in breach of Applicable Data Protection Laws.
e. Aggregate data. Notwithstanding the foregoing or anything to the contrary in the Agreement (including this DPA), Customer acknowledges that Couchbase and its Affiliates shall have a right to collect and create anonymized, aggregate, and/or de-identified information (as defined by Applicable Data Protection Laws) for its own legitimate business.
3. Subprocessing
a. Authorized Sub-processors. Customer acknowledges and agrees that Couchbase may engage Sub-processors to process Customer Data on Customer’s behalf. The Sub-processors currently engaged by Couchbase and authorized by Customer are listed on the Couchbase website (currently posted at https://info.couchbase.com/cloud-subprocessors.html). At least fifteen (15) days prior to any addition of a new sub-processor, Couchbase will update the applicable website and provide Customer notice of that update via the mechanism provided at such Couchbase website, except that if Couchbase reasonably believes engaging a new Sub-processor on an expedited basis is necessary to protect the confidentiality, integrity or availability of the Customer Data or avoid material disruption to the Cloud Service, Couchbase will instead give such notice as soon as reasonably practicable.
4. Security and Audits
a. Security Measures. Couchbase shall implement and maintain appropriate technical and organizational security measures designed to protect Customer Data in its control from Security Incidents and to preserve the security and confidentiality of the Customer Data, taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing (“Security Measures”). Such Security Measures will include, at a minimum, those measures described in Annex B of this DPA. Couchbase shall ensure that any person who is authorized by Couchbase to process Customer Data under this DPA shall be under an appropriate obligation of confidentiality (whether a contractual or statutory duty).
b. Updates to Security Measures. Customer acknowledges that the Security Measures are subject to technical progress and development and that Couchbase may update or modify the Security Measures from time to time, provided that such updates and modifications do not result in the degradation of the overall security of the Cloud Service purchased by the Customer.
c. Customer Security Responsibilities. Notwithstanding the above, Customer agrees that except as provided by this DPA, Customer shall implement and maintain appropriate technical and organizational security measures designed to protect from Security Incidents and to preserve the security and confidentiality of Customer Data while in its dominion and control. Customer is responsible for (i) protecting the security of all Customer credentials used to access the Cloud Service; (ii) securing the Customer Cloud Environment and any Customer System (with such steps to include, without limitation, the regular rotation of access keys and other industry standard steps to preclude unauthorized access); (iii) backing up and securing Customer Data under Customer’s control within the Customer Cloud Environment or other Customer controlled system; and (iv) reviewing the information made available by Couchbase relating to data security and privacy and making an independent determination as to whether the Cloud Service meet Customer’s requirements and legal obligations under Applicable Data Protection Law.
d. Security Incident Response. To the extent required by Applicable Data Protection Laws, upon becoming aware of a Security Incident, Couchbase shall notify Customer without undue delay and shall: (i) to assist Customer in relation to any personal data breach notifications Customer is required to make under Applicable Data Protection Laws, Couchbase will include in such notice to Customer timely information relating to the Security Incident as it becomes known, as is reasonably requested by Customer, taking into account the nature of the Cloud Service, the information available to Couchbase, and any restrictions on disclosing the information, such as confidentiality; and (ii) promptly take steps, deemed necessary and reasonable by Couchbase, to contain, investigate, and remediate any Security Incident, to the extent that the remediation is within Couchbase’s reasonable control. Couchbase’s notification of or response to a Security Incident under this Section 4(d) shall not be construed as an acknowledgment by Couchbase of any fault or liability with respect to the Security Incident. The obligations set forth herein shall not apply to Security Incidents to the extent they are caused by Customer or its Authorized Users.
e. Security Audits. Couchbase shall provide written responses (on a confidential basis) to all reasonable written requests for information made by Customer related to Couchbase’s processing of Customer Data, including responses to information security and audit questionnaires that are necessary to confirm Couchbase’s compliance with this DPA, provided that Customer shall not exercise this right more than once in any twelve (12) month rolling period. Notwithstanding the foregoing, Customer may also exercise such audit right in the event Customer is expressly requested or required to provide this information to a data protection authority, or Couchbase has experienced a Security Incident, or on another reasonably similar basis.
5. International Transfers
a. Processing locations. Customer acknowledges and agrees that Couchbase may transfer and process Customer Data to and in the United States and anywhere else in the world where Couchbase, its Affiliates or its Sub-processors maintain data processing operations. Couchbase shall at all times ensure such transfers are made in compliance with the requirements of Applicable Data Protection Laws and this DPA.
6. Deletion of Customer Data
a. The Cloud Service will provide Customer with controls that Customer may use to delete or retrieve Customer Data during the term in a manner consistent with the functionality of the Cloud Service.
b. Customer hereby authorizes Couchbase, upon termination or expiry of the Agreement, or in case of termination or suspension of the Cloud Service pursuant to the Agreement, to delete all Customer Data (including copies) in its possession or control in accordance with the Agreement, save that this requirement shall not apply to the extent Couchbase is required by applicable law to retain some or all of the Customer Data.
7. Rights of Individuals and Cooperation
a. Data Subject Requests. The Cloud Service provide Customer with a number of controls, including security features and functionalities, that Customer may use to retrieve, correct, delete or restrict Customer Data, as described in any documentation applicable to the Cloud Service. Without prejudice to Section 4(a), Customer may use these controls as technical and organizational measures to assist it in connection with its obligations under Applicable Data Protection Laws, including its obligations relating to responding to requests from data subjects. To the extent that Customer is unable to independently access the relevant Customer Data within the Cloud Service, Couchbase shall, taking into account the nature of the processing, provide reasonable cooperation to assist Customer to respond to any requests from individuals or applicable data protection authorities relating to the processing of Customer Data under the Agreement. In the event that any such request is made to Couchbase directly, Couchbase shall not respond to such communication directly without Customer’s prior authorization, unless legally compelled to do so. If Couchbase is required to respond to such a request, Couchbase shall promptly notify Customer and provide it with a copy of the request unless legally prohibited from doing so.
b. Subpoenas and Court Orders. If a law enforcement agency sends Couchbase a demand for Customer Data (for example, through a subpoena or court order), Couchbase shall give Customer reasonable notice of the demand to allow Customer to seek a protective order or other appropriate remedy unless Couchbase is legally prohibited from doing so.
8. Jurisdiction Specific Terms
a. Europe. To the extent the Customer Data is subject to European Data Protection Laws, the following terms shall apply in addition to the terms in the remainder of this DPA:
i. Sub-processor Obligations. Couchbase shall: (A) enter into a written agreement with each Sub-processor imposing data protection terms that require the Sub-processor to protect personal data to the standard required by applicable European Data Protection Law and this DPA; and (B) remain responsible for its compliance with the obligations of this DPA and for any acts or omissions of the Sub-processor that cause Couchbase to breach any of its obligations under this DPA.
ii. Objections to Sub-processors. Customer may object in writing to Couchbase’s appointment of a new Sub-processor on reasonable grounds relating to data protection (e.g. if making Customer Data available to the Sub-processor may violate European Data Protection Law or weaken the protections for such Customer Data) by notifying Couchbase promptly in writing within five (5) calendar days of receipt of notice from Couchbase in accordance with Section 3(a) above. Such notice shall explain the reasonable grounds for the objection and the parties shall discuss such concerns in good faith with a view to achieving commercially reasonable resolution. If no such resolution can be reached, Couchbase will, at its sole discretion, either not appoint Sub-processor, or permit Customer to suspend or terminate the affected Cloud Service in accordance with the termination provisions in the Agreement without liability to either party (but without prejudice to any fees incurred by Customer prior to suspension or termination). Unless an objection is made as set forth in this Section 8(a)(ii), Customer consents to Couchbase’s use of sub-processors as described in this DPA.
iii. Transfers of Data. To the extent that Couchbase processes (or causes to be processed) any personal data protected by European Data Protection Laws in a third country not recognised as providing adequate protection for personal data (as described in European Data Protection Laws), then the terms and conditions of Annex C (Transfers of Data) will apply and Customer (as data exporter) will be deemed to have entered into the Model Clauses with Couchbase (as data importer) and Couchbase agrees to abide by and process such Customer Data in in compliance with the Model Clauses, which are incorporated in full by reference and form an integral part of this DPA. For the purposes of the descriptions in the Model Clauses: (A) Couchbase agrees that it is a “data importer” and Customer is the “data exporter” (notwithstanding that Customer may itself be an entity located outside the EEA or the United Kingdom); (B) Annex A and Annex B of this DPA shall replace Appendix 1 and Appendix 2 of the Model Clauses. It is not the intention of either party, nor the effect of this DPA, to contradict or restrict any of the provisions set forth in the Model Clauses. Accordingly, if and to the extent the Model Clauses conflict with any provision of this DPA, the Model Clauses shall prevail to the extent of such conflict. The Model Clauses will not apply to Customer Data that is not transferred, either directly or via onward transfer, outside the EEA or the United Kingdom.
iv. Alternative Transfer Mechanism. If and to the extent that Couchbase adopts an alternative data export solution for the transfer of Customer Data as prescribed by applicable European Data Protection Laws (“Alternative Transfer Mechanism“), the Alternative Transfer Mechanism shall apply instead (but only to the extent such Alternative Transfer Mechanism applies to the transfer).
v. Data Protection Impact Assessment. To the extent Couchbase is required under applicable European Data Protection Law, Couchbase shall provide reasonably requested information regarding Couchbase processing of personal data under the Agreement to enable the Customer to carry out data protection impact assessments or prior consultations with supervisory authorities as required by law.
b. California. To the extent the Customer Data is subject to the CCPA, the parties agrees that Customer is a business and that it appoints Couchbase as its service provider to process Customer Data as permitted under the Agreement (including this DPA) and the CCPA, or for purposes otherwise agreed in writing (the “Permitted Purposes”). Customer and Couchbase agree that: (i) Couchbase shall not retain, use or disclose personal information for any purpose other than the Permitted Purposes; (ii) Customer Data was not sold to Couchbase and Couchbase shall not “sell” personal information (as defined by the CCPA); (iii) Couchbase shall not retain, use or disclose personal information outside of the direct business relationship between Customer and Couchbase; and (iv) Couchbase may de-identify or aggregate personal information in the course of providing the Cloud Service. Couchbase certifies that it understands the restrictions set out in this Section 8(b) and will comply with them.
9. Limitation of Liability
a. Each Party’s and all of its Affiliates’ liability, taken together in the aggregate, arising out of or related to this DPA (including the Model Clauses) whether in contract, tort (including negligence) or under any other theory of liability, shall be subject to the limitations and exclusions of liability in the Agreement, and any reference in provisions to the liability of a party means the aggregate liability of that party and all of its Affiliates under and in connection with the Agreement and this DPA together.
b. Except where Applicable Data Protection Laws require a Customer Affiliate to exercise a right or seek any remedy under this DPA against Couchbase directly by itself, the parties agree that (i) solely the Customer entity that is the contracting party to the Agreement shall exercise any right or seek any remedy any Customer Affiliate may have under this DPA on behalf of its Affiliates, and (ii) the Customer that is the contracting party to the Agreement shall exercise any such rights under this DPA not separately for each Affiliate individually but in a combined manner for all of its Affiliates together.
10. Miscellaneous
a. Except for the changes made by this DPA, the Agreement remains unchanged and in full force and effect.
b. This DPA may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.
c. If any provision or part-provision of this DPA is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the DPA.
d. This DPA shall be governed by and construed in accordance with the governing law and jurisdiction provisions in the Agreement, unless required otherwise by European Data Protection Laws.
Annex A
Data Processing Description
This Annex A forms part of the DPA and describes (i) the processing that Couchbase will perform on Customer Data as processor or subprocessor on behalf of Customer as the controller or processor, as applicable, and (ii) transfers of Usage Data that Couchbase will perform as controller.
1) Customer Data
Duration
The duration of the data processing under this DPA is until the termination of the Agreement in accordance with its terms plus the period from the expiry of the Agreement until deletion of personal data by Couchbase in accordance with the terms of the Agreement (including this DPA).
Categories of data
The personal data to be processed concern the following categories of data (please specify):
● Personal Data in Customer Content: Personal Data included in content or data provided by or on behalf of Customer or Authorized Users by or through the Cloud Service.
Special categories of data (if appropriate)
The parties do not intend for any special category data to be processed under the Agreement.
Data subjects
The personal data to be processed concern the following categories of data subjects (please specify):
● Data subjects include individuals about whom data is provided to Couchbase via the Cloud Service by or at the direction of Customer, including Authorized Users. Data subjects may include Customer’s customers, employees, suppliers and end-users.
Processing operations
The personal data will be subject to the following basic processing activities (please specify):
● processing to provide the Cloud Service in accordance with the Agreement;
● processing to perform any steps necessary for the performance of the Agreement;
● processing initiated by Customer in its use of the Cloud Service; and
● processing to comply with other reasonable instructions provided by Customer (e.g. via email or support tickets) that are consistent with the terms of the Agreement.
Frequency
The personal data may be transferred continuously.
ii) Usage Data
Duration
Usage Data is transferred and maintained during the term of the relevant Agreement plus the period for which Usage Data is necessary for Couchbase’s legitimate business efforts. Certain aggregated and anonymized records of user actions may be retained permanently.
Categories of data
The personal data to be transferred concern the following categories of data (please specify):
● Personal Data in Usage Data: Usage Data may include user account information, including account ID and email address; personal identification information, including IP address; employment information; contact information; browser information and metadata.
Special categories of data (if appropriate)
The parties do not intend for any special category data to be transferred under the Agreement.
Data subjects
The personal data to be processed concern the following categories of data subjects (please specify):
● Data subjects may include Customer, Customer’s employees and other Authorized Users and any other permitted collaborators.
Processing operations
The personal data will be subject to the following basic processing activities (please specify):
● processing to provide and administer the products, services and support;
● Processing to derive insights in order to improve the products, services and support and support business development;
● Processing to engage and respond to customer questions, perform marketing and sales activities, and analyze business metadata.
Frequency
The personal data may be transferred continuously.
Annex B
Security Measures
This Annex describes Couchbase’s Security Measures. Customer acknowledges that the Cloud Service operates pursuant to a shared responsibility model, which requires, among other things, that Customer take certain steps such as protecting the security of Customer Content (which remains stored within Customer’s environment under Customer’s control). If and to the extent Couchbase processes Customer Data on behalf of Customer in connection with the Cloud Service or transfers any Usage Data subject to the Standard Contractual Clauses, Couchbase shall implement and maintain the following Security Measures:
Data encryption measures
● All customer data is encrypted in-transit using TLS 1.2 (or higher) and encrypted at-rest using AES-256 encryption.
● Employee laptops are encrypted using full disk AES-256 encryption.
● All credentials are encrypted in transit using TLS 1.2 (or higher) and encrypted at-rest.
● Encryption keys are rotated on an annual basis and are stored and managed in AWS Key Management Service.
Availability and recoverability measures
● Couchbase maintains Disaster Recovery and Business continuity plans and procedures that are designed to reasonably ensure the availability of the Cloud Service.
● The Couchbase Capella offering is deployed in geographically distributed data centers operated by industry recognized public cloud service providers such as Amazon (AWS), Microsoft (Azure) and Google (GCP) (as applicable).
● Redundancy is built into the system infrastructure supporting the Couchbase Capella offering. In the event that a primary system fails, the redundant infrastructure in another availability zone is configured to take its place.
● Backups are stored in controlled environments within the cloud infrastructure. Logical access to backup data is restricted to appropriate personnel and is stored in high availability storage.
● On an annual basis, a backup restoration test is performed where operations personnel restore a backup from a snapshot to ensure that data could be recovered in the event of an incident.
Organizational security measures
● Couchbase has established a formal Information Security Management System (ISMS) in order to protect the confidentiality, integrity and availability of the Couchbase Capella offering and information systems, and to ensure the effectiveness of security controls over data and information systems.
● Employees are required to undergo Anti-Bribery & Corruption, Ethics and Code of Conduct, Insider Trading, Global Data Privacy and annual Security Awareness Training.
● Employees are required to sign non-disclosure and Confidentiality agreements upon hire.
● Formal policies and procedures are in place for employee onboarding and offboarding activities. Account provisioning and de-provisioning processes are defined and implemented.
● Employee access is removed upon termination or adjusted as required as a result of role change.
● Multi-factor Authentication (MFA) is enforced for access to critical and production resources.
● Password complexity requirements are enforced.
● Segregation of responsibilities and duties is implemented to reduce opportunities for unauthorized or unintentional modification or misuse.
● Couchbase maintains signed non-disclosure agreements with third parties.
● Couchbase networks are segregated based on trust levels and protected by firewalls.
Logging and monitoring measures
● Logging of user activities, exceptions, faults, and information security events are enabled. Logs are retained, as necessary.
● All logs can be accessed only by authorized Couchbase employees and access controls are in place to prevent unauthorized access.
● Write access to logging data is strictly prohibited. Logging facilities and log information are protected against tampering and unauthorized access through use of access controls and security measures.
● Couchbase has various monitoring measures in place to generate security alerts and identify irregular activity.
● The Couchbase Capella operations team regularly reviews security alerts and their underlying configuration to ensure they are operating as intended and that controls are modified as conditions change.
Access control measures
● Couchbase implements security best practices and uses a role-based security architecture across the database, network, and application layers and strictly follows principles of least privilege when granting access to key systems.
● Couchbase has defined job functions and roles to support proper segregation of duties.
● Access to operational, production and disaster recovery environments is protected by use of unique user accounts, strong passwords, use of Multi-Factor Authentication (MFA), role-based access, and principle of least privileges.
● Access keys used by production Couchbase applications (e.g. AWS Access Keys) are accessible only to authorized personnel. They are rotated (changed) as required (e.g., pursuant to a security advisory or personnel departure) and at least yearly.
● User activity in operational environments including access, modification or deletion of data is logged.
● Authorization requests and provisioning is logged, tracked and audited.
● Web Application Firewalls (WAF), in addition to the network-based firewalls, are deployed.
Physical security measures
● The Couchbase Capella offering is deployed in geographically distributed data centers operated by industry recognized public cloud service providers such as Amazon (AWS), Microsoft (Azure) and Google (GCP) (as applicable).
● Physical access to all facilities containing sensitive data is restricted and managed.
● All information resource facilities (e.g. network closets and storerooms) are physically protected in proportion to the criticality or importance of their function.
● Access to information resource facilities is granted only to company personnel and contractors whose job responsibilities require access to those facilities.
● All information resource facilities that allow access to visitors are configured to track visitor access with a sign-in log.
● Card access records and visitor logs for information resource facilities are kept for routine review based upon the criticality of the information resources being protected.
● Equipment is protected to reduce the risks from environmental threats, hazards, and opportunities for unauthorized access.
Secure system configurations
● Couchbase has a Change Management policy and procedure in place.
● Couchbase monitors changes to in-scope systems to ensure that the applicable standard process is followed and to mitigate any risk of un-detected changes to production. Changes are tracked in the change management system.
● Access Control policy and procedures are in place to prevent unauthorized changes.
● Mobile device management controls are in place.
Governance
● Couchbase has established a formal Information Security Management System (ISMS) in order to protect the confidentiality, integrity and availability of the Couchbase Capella offering and information systems, and to ensure the effectiveness of security controls over data and information systems.
● Couchbase has in place a documented and approved information security policy, including supporting documentation.
● The authority and responsibility for managing Couchbase’s information security program has been delegated to Information Security and Compliance Group, who is authorized by senior management to take actions necessary to establish, implement, and manage Couchbase’s information security program.
Compliance
● Couchbase is audited by an independent third-party auditor and has achieved SOC 2 Type 1 compliance, attesting to our commitment to controls that safeguard the confidentiality and availability of information stored and processed in the Couchbase Capella service.
Minimum access to data
● Privacy assessments are performed related to implementation of new products/services and processing of personal data by third parties.
● Data collection is limited to the purposes of the processing (or the data that the customer chooses to provide).
● Security measures are in place to provide only the minimum amount of access necessary to perform required functions.
● Data retention requirements are identified
● Access to personal data is restricted to the personnel involved in the processing, adhering to the “need to know” principle, and according to defined roles and responsibilities of the individuals.
Accountability measures
● Customer Privacy Assessments are required when introducing any new product/service that involves processing of personal data.
● Data protection impact assessments are part of any new processing initiative.
Data subject access requests
● Data subjects are eligible to request the export of their personal data in an industry standard format.
● Processes are in place that allow individuals to exercise their privacy rights (e.g. right of erasure or right to data portability), as described in Couchbase’s publicly available Privacy Policy.
Couchbase will continue to analyze the European Data Protection Board’s recent guidance on supplementary measures to meet the adequacy requirement of the GDPR, and any others issued by European data protection authorities as they arise.
Transfers of Data
This Annex sets forth the terms and conditions that apply when Customer’s use of the Cloud Service requires an onward transfer mechanism to lawfully transfer personal data from a jurisdiction to Couchbase located outside of that jurisdiction.
1. UK Standard Contractual Clauses. For data transfers from the United Kingdom that are subject to the UK Standard Contractual Clauses, the UK Standard Contractual Clauses will be deemed entered into (and incorporated into this DPA by reference) and completed as follows:
a. The UK Controller to Processor SCCs will apply where Couchbase is processing Customer Data. The illustrative indemnification clause will not apply. Annex A serves as Appendix 1 of the UK Controller to Processor SCCs. Annex B serves as Appendix 2 of the UK Controller to Processor SCCs. Annex D sets out Couchbase’s and Customer’s interpretation of their respective obligations under specific clauses of the UK Controller to Processor SCCs, as applicable.
b. The UK Controller to Controller SCCs will apply where Couchbase is transferring Usage Data. In Clause II(h), Couchbase will transfer personal data in accordance with the data processing principles set forth in Annex A of the UK Controller to Controller SCCs. The illustrative commercial clause will not apply. Schedule A of this DPA serves as Annex B of the UK Controller to Controller SCCs.
2. The 2021 Standard Contractual Clauses. For data transfers that are subject to the GDPR and/or the Swiss FDPA, the 2021 Standard Contractual Clauses will apply in the following manner:
a. Module One (Controller to Controller) will apply where Customer is a controller of Usage Data and Couchbase is a controller of Usage Data.
b. Module Two (Controller to Processor) will apply where Customer is a controller of Customer Data and Couchbase is a processor of Customer Data;
c. Module Three (Processor to Processor) will apply where Customer is a processor of Customer Data and Couchbase is a sub-processor of Customer Data;
d. For each module, where applicable:
(i) in Clause 7, the optional docking clause will apply;
(ii) in Clause 9, Option 2 will apply, and the time period for prior notice of sub-processor changes will be as set forth in Section 3 (Subprocessing) of this DPA;
(iii) in Clause 11, the optional language will not apply;
(iv) in Clause 17 (Option 1), the 2021 Standard Contractual Clauses will be governed by the law of the EU member state in which the Data Exporter is established, and if no such law, Irish law.
(v) in Clause 18(b), disputes will be resolved before the courts of the EU member state in which the Data Exporter is established, and if no such law, the courts of the Republic of Ireland.
(vi) In Annex I, Part A:
Data Exporter: Customer and authorized affiliates of Customer.
Contact Details: Customer’s email address(es) specified as the relevant account to receive communications under the Cloud Service
Data Exporter Role: Customer is the controller or processor of Customer Data, as applicable, and controller of Usage Data
Signature & Date: By entering into the Agreement, Data Exporter is deemed to have signed these Standard Contractual Clauses incorporated herein, including their Annexes, as of the Effective Date of the Agreement.
Data Importer: Couchbase, Inc.
Contact Details: Couchbase Legal Team – legal@couchbase.com
Data Importer Role: Couchbase is the processor or sub-processor of Customer Data, as applicable, and controller of Usage Data
Signature & Date: By entering into the Agreement, Data Importer is deemed to have signed these Standard Contractual Clauses, incorporated herein, including their Annexes, as of the Effective Date of the Agreement.
(vii) In Annex I, Part B:
The categories of data subjects are described in Annex A of this DPA.
The sensitive data transferred is described in Annex A of this DPA.
The frequency of the transfer is a continuous basis for the duration of the Agreement.
The nature of the processing is described in Annex A of this DPA.
The purpose of the processing is described in Annex A of this DPA.
The period of the processing is described in Annex A of this DPA.
For transfers to sub-processors, the subject matter, nature, and duration of the processing is outlined at https://info.couchbase.com/cloud-subprocessors.html
(viii) In Annex I, Part C: The supervisory authority of the EU member state specified in Section 3(d)(iv) above shall act as competent supervisory authority.
(ix) Schedule 2 serves as Annex II of the Standard Contractual Clauses.
4. Conflicting Terms. To the extent there is any conflict between the Standard Contractual Clauses and any other terms in this DPA, the provisions of the Standard Contractual Clauses will prevail.
Annex D
This Annex sets out the parties’ interpretation of their respective obligations under specific clauses of the UK Controller to Processor SCCs (also referred to as the Clauses), identified below. Where a party complies with the interpretations set out in this Annex, that party shall be deemed by the other party to have complied with its commitments under the Clauses.
For the purposes of this Annex, “DPA” means the Data Processing Addendum in place between data importer and data exporter and to which these Clauses are incorporated and “Agreement” shall have the meaning given to it in the DPA.
Clause 4(h) and 8: Disclosure of these Clauses
1. Data exporter agrees that these Clauses constitute data importer’s Confidential Information as that term is defined in the Agreement and may not be disclosed by data exporter to any third party without data importer’s prior written consent unless permitted pursuant to the Agreement. This shall not prevent disclosure of these Clauses to a data subject pursuant to Clause 4(h) or a supervisory authority pursuant to Clause 8.
Clause 5(a): Suspension of data transfers and termination:
1. The parties acknowledge that data importer may process the personal data only on behalf of the data exporter and in compliance with its instructions as provided by the data exporter and the Clauses.
2. The parties acknowledge that if data importer cannot provide such compliance for whatever reason, it agrees to inform promptly the data exporter of its inability to comply, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract.
3. If the data exporter intends to suspend the transfer of personal data and/or terminate these Clauses, it shall endeavour to provide notice to the data importer and provide data importer with a reasonable period of time to cure the non-compliance (“Cure Period”).
4. If after the Cure Period the data importer has not or cannot cure the non-compliance then the data exporter may suspend or terminate the transfer of personal data immediately. The data exporter shall not be required to provide such notice in instances where it considers there is a material risk of harm to data subjects or their personal data.
Clause 5(f): Audit:
1. Data exporter acknowledges and agrees that it exercises its audit right under Clause 5(f) by instructing data importer to comply with the audit measures described in Section 4 (Security and Audits) of the DPA.
Clause 5(j): Disclosure of sub-processor agreements
1. The parties acknowledge the obligation of the data importer to send promptly a copy of any onward sub-processor agreement it concludes under the Clauses to the data exporter.
2. The parties further acknowledge that, pursuant to sub-processor confidentiality restrictions, data importer may be restricted from disclosing onward sub-processor agreements to data exporter. Notwithstanding this, data importer shall use reasonable efforts to require any sub-processor it appoints to permit it to disclose the sub-processor agreement to data exporter.
3. Even where data importer cannot disclose a sub-processor agreement to data exporter, the parties agree that, upon the request of data exporter, data importer shall (on a confidential basis) provide all information it reasonably in connection with such subprocessing agreement to data exporter.
Clause 6: Liability
1. Any claims brought under the Clauses shall be subject to the terms and conditions, including but not limited to, the exclusions and limitations set forth in the Agreement. In no event shall any party limit its liability with respect to any data subject rights under these Clauses.
Clause 11: Onward subprocessing
1. The parties acknowledge that, pursuant to FAQ II.1 in Article 29 Working Party Paper WP 176 entitled “FAQs in order to address some issues raised by the entry into force of the EU Commission Decision 2010/87/EU of 5 February 2010 on standard contractual clauses for the transfer of personal data to processors established in third countries under Directive 95/46/EC” the data exporter may provide a general consent to onward subprocessing by the data importer.
2. Accordingly, data exporter provides a general consent to data importer, pursuant to Clause 11 of these Clauses, to engage onward sub-processors. Such consent is conditional on data importer’s compliance with the requirements set out in Section 8(a) of the DPA.