Datadog Privacy Policy

DATADOG PRIVACY POLICY AND DATA PROCESSING AGREEMENT

1. DOCUMENT PREAMBLE & RECITALS

This Privacy Policy and Data Processing Agreement (the "Agreement") is entered into as of [Effective Date] (the "Effective Date") by and between [Company Name], a corporation organized and existing under the laws of [Jurisdiction], with its principal place of business at [Address] (the "Data Processor"), and [Client Name], a corporation organized and existing under the laws of [Jurisdiction] (the "Data Controller").

WHEREAS, the Data Controller wishes to utilize the monitoring, analytics, and security services provided by the Data Processor (the "Services");

WHEREAS, in the course of providing the Services, the Data Processor may process certain Personal Data provided or made accessible by the Data Controller;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

2. OPERATIONAL DEFINITIONS

1. "Personal Data" means any information relating to an identified or identifiable natural person that is processed by the Data Processor on behalf of the Data Controller.
2. "Processing" means any operation or set of operations performed on Personal Data, whether or not by automated means, such as collection, recording, organization, storage, adaptation, or retrieval.
3. "Sub-processor" means any third-party entity engaged by the Data Processor to assist in providing the Services who may have access to Personal Data.
4. "Security Incident" means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data transmitted, stored, or otherwise processed.
5. "Applicable Data Protection Laws" means all relevant local, state, federal, and international laws, including but not limited to GDPR, CCPA/CPRA, and PIPEDA, governing the protection of Personal Data.

3. SUBSTANTIVE TERMS & OBLIGATIONS

1. Scope of Processing: The Data Processor shall process Personal Data only for the purpose of providing the Services as defined in the primary Service Agreement and in accordance with the Data Controller’s documented instructions.
2. Data Integrity and Confidentiality: The Data Processor shall implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk, including encryption at rest and in transit.
3. Personnel Obligations: The Data Processor shall ensure that its employees, agents, and contractors authorized to process Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
4. Sub-processing: The Data Processor shall not engage any third-party Sub-processor without prior written authorization from the Data Controller, provided that a list of current, pre-approved Sub-processors shall be deemed authorized upon the Effective Date.
5. Data Subject Rights: The Data Processor shall, to the extent legally permitted, provide reasonable assistance to the Data Controller in fulfilling the Data Controller’s obligation to respond to requests from Data Subjects exercising their rights under Applicable Data Protection Laws.

4. DEFAULT, TERMINATION, AND REMEDIES

1. Classification of Breach: A material breach occurs if a Party fails to perform any obligation under this Agreement that compromises the security or integrity of the Personal Data or fails to comply with Applicable Data Protection Laws.
2. Cure Period: In the event of a material breach, the non-breaching Party shall provide written notice to the breaching Party. The breaching Party shall have thirty (30) business days from receipt of such notice to cure the breach to the reasonable satisfaction of the non-breaching Party.
3. Termination: If the breach remains uncured after the expiration of the thirty (30) business day period, the non-breaching Party may terminate this Agreement immediately upon written notice.
4. Liability: The aggregate liability of either Party for damages arising out of a breach of this Agreement shall be limited to [Dollar Amount], except in cases of gross negligence or willful misconduct.

5. BOILERPLATE LEGAL PROVISIONS

1. Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
2. Entire Agreement: This Agreement constitutes the entire understanding between the Parties regarding the subject matter hereof and supersedes all prior agreements.
3. Force Majeure: Neither Party shall be liable for any failure to perform its obligations where such failure results from any cause beyond the Party’s reasonable control, including acts of God, war, or governmental regulation.
4. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of [Jurisdiction], without regard to its conflict of law principles.
5. Dispute Resolution: Any dispute arising out of this Agreement shall be submitted to binding arbitration in [City, State] under the rules of the American Arbitration Association.

6. FORMAL EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.

[Company Name] (Data Processor)

Signature: ___________________________ Name: [Signatory Name] Title: [Title] Date: ________________

[Client Name] (Data Controller)

Signature: ___________________________ Name: [Signatory Name] Title: [Title] Date: ________________