Some services of this app make use of location-based data. If you allow these services, we will use information about the Wi-Fi routers and cell IDs of the towers closest to you. We use this information to provide better user experience for you.
Collection and Use
We collect the following personal and device information:
- Information you provide during device setup, such as name, email address, the location of each device.
- Unique Identifiers such as user name, account number and E-mail address.
- Environmental data from DEXATEK’s sensors, such as air quality, humidity, current temperature, ambient light, activity or motion.
- Device Information, such as model and serial number, the DEXATEK’s IP address, device activity logs, and historic and current
- Information about your mobile device such as your mobile device type, operating system, as well as your location
We use this information to:
- Provide and improve the DEXATEK functionality.
- Respond to customer service requests.
- Administer your account and back up your data.
- Record log entries for your information and troubleshooting issues with your device.
- Send you notifications when you are using the DEXATEK app. If you do not want these notifications, you can manage your
preferences either through your device or app settings depending on your device type. You can also contact us at
- Send you marketing communications.
- Respond to your questions and concerns.
You may opt out of receiving newsletter or marketing emails from us by following the unsubscribe instructions included in each newsletter or marketing email. Alternatively, you can contact us at
INFORMATION OBTAINED FROM THIRD PARTIES
If you provide personal information about others or if others give us your information, we will only use that information for the specific reason for which it was provided to us.
Sharing Your Information
We will share your information with third parties only in the ways that are described in this privacy statement.
We may also provide personal information to trusted partners who are acting on behalf of or with DEXATEK under confidentiality agreements, such as companies or organizations that assist us managing the computers that store your personal and device information, analytics companies or customer service entities. These third parties are authorized to use your personal information only as necessary to provide these services to us.
We may disclose your personal and/or device information:
- as required by law, such as to comply with a subpoenas, court orders or similar legal process.
- when we believe in good faith that disclosure is necessary to protect our rights, your safety, or the safety of others; investigate fraud; or respond to a government request.
- whether for strategic or other business reasons, when DEXATEK decides to sell, buy, merge or otherwise reorganize its businesses. You will be notified via email and/or a prominent notice on our Web site of any change in ownership or uses of your personal information, as well as any choices you may have regarding your personal information.
- to any other third party with your prior consent to do so.
We may share your aggregated and anonymous information in a variety of ways, including to publish trends about energy use or home security, and to generally improve our offerings.
Tracking and Ads
We may use technologies such as cookies or scripts to gather information about how you and others interact within the app. For example, we will know how many household members access your DEXATEK device(s) at your location or access features within the app. We use this aggregated information to understand and optimize how DEXATEK and the app are used and to provide content and features that are of interest to you.
The security of your personal information is important to us. Therefore the transmission between the device and the app on your home Wi-Fi network is encrypted; transmissions are also encrypted when the device and app communicate with our servers.
We follow generally accepted industry standards to protect the information transmitted to us, both during transmission and upon receipt. However, no transmission or electronic storage is 100% secure. Therefore, we cannot guarantee its absolute security.
If you have any questions about security of the app or the device, you can contact us at
Processing and Storage of User Information
Our business operations and the computer servers that handle data collected from the app and the device may be located in several countries. Therefore please note that, when using DEXATEK Services, you may transfer your personal information and all information captured by the app and the device to servers located in other countries or regions for storage and processing. Also, we may transfer your data from the country you utilize the Services to other countries or regions in connection with storage and processing of data, fulfilling your requests, and operating the DEXATEK system. By providing any information, including personal information, through the app or the device, you consent to such transfer, storage, and processing on behalf of yourself and those in your home.
CORRECTING AND UPDATING YOUR PERSONAL INFORMATION
To review and update your personal information, you may view and edit your information through the app.
We will retain your information for as long as your account is active or as needed to provide services to you. If you wish to cancel your account or request that we no longer use your information to provide services to you, you may delete your account from mobile app. However, we may retain and use your information as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements.
NOTIFICATION OF PRIVACY STATEMENT CHANGES
We may update this privacy statement to reflect changes to our information practices or functionality of the app or the device. If we make any material changes, we will notify you by email (sent to the email address specified in your account), through a push-notification, or by means of a notice in the app prior to the change becoming effective. We encourage you to periodically review this statement for the latest information on our privacy practices.
We would be happy to address any concerns you may have about our privacy practices and policies. If you have any questions or concerns about this privacy statement, you may contact us at: or by mail to:
12F.-6, No.81, Sec. 1, Xintai 5th Rd.,
Xizhi Dist., New Taipei City 221,
Last Updated: April 23, 2018
Terms & Conditions for DEXATEK Services
BY CLICKING "I ACCEPT" OR USING THE SERVICES, YOU ARE AGREEING TO ALL THE TERMS; IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, DO NOT CLICK "I ACCEPT" AND DO NOT ACCESS OR OTHERWISE USE ANY OF THE SERVICES.
NOTE: THESE TERMS CONTAIN A DISPUTE RESOLUTION PROVISION THAT AFFECTS YOUR RIGHTS UNDER THESE TERMS AND WITH RESPECT TO DISPUTES YOU MAY HAVE WITH DEXATEK.
DEXATEK provides smart home products that can be controlled by many Android and iOS smartphones via the Mobile Application or personal computer via web browser. The device contains door sensors, light bulbs, power plugs and environmental sensors that, when configured appropriately, can track temperature, air quality, humidity or control light bulbs, power plugs or detect doors or windows movement. DEXATEK alerts you when it senses something defined by its software as out of the ordinary, such as sudden temperature spikes that could indicate a fire or detection of an intruder. Over time, DEXATEK learns to understand activity patterns, allowing it to send even smarter notifications. DEXATEK’s smart home products works in conjunction with the Mobile Application and, to a lesser extent, the Web App.
By using the Services, you represent, acknowledge, confirm, and agree that you are at least 20 years of age or, if you are under 20 years of age but are at least 7 years old (a "Minor"), that you are using the Services with the consent of your parent or legal guardian and that you have received your parent’s or legal guardian’s permission to use the Services and agree to its Terms. If you are a parent or legal guardian of a Minor, you hereby agree to bind the Minor to these Terms and to fully indemnify and hold harmless DEXATEK if the Minor breaches any of these Terms. If you are not at least 7 years old, you may not use the Services at any time or in any manner or submit any information to DEXATEK or the Services.
DEXATEK provides content through the Services that is copyrighted and/or trademarked work of DEXATEK or DEXATEK’s third-party licensors and suppliers or other DEXATEK device, mobile app or site users (collectively, the "Materials"). Materials may include logos, graphics, video, images, text, software, and other content.
Subject to the terms and conditions of these Terms, and your compliance with these Terms, DEXATEK hereby grants you a limited, personal, non-exclusive, and non-transferable license to use and to display the Materials and to use the Services solely for your personal use and only in conjunction with DEXATEK’s smart home products. Except for the foregoing license, you have no other rights in the Services or any Materials and you may not modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance, or in any way exploit any of the Services or Materials in any manner.
If you breach any of these Terms, the above license will terminate automatically and you must immediately uninstall or destroy any downloaded or printed Materials and cease all further use of the Services.
DEXATEK may make changes to, suspend or discontinue the Services offered at any time with or without notice. DEXATEK is not liable to you or to any third party for any modification, suspension, or discontinuance of the Services or any part thereof. DEXATEK may also change, update, add, or remove provisions of these Terms at any time by posting the updated Terms on DEXATEK’s website and by providing notice on the website. By using the Services after DEXATEK has updated the Terms, you are agreeing to all the updated Terms; if you do not agree with any of the updated Terms, you must stop using the Services.
DEXATEK may temporarily suspend the Services without notice for security reasons, system failure, maintenance and repair, or other circumstances. You are not entitled to any refund or rebate due to any suspensions. DEXATEK does not offer any specific uptime guarantee for the Services.
DEXATEK makes a Mobile Application available to access the Services via a mobile device. To use the Mobile Application you must have a mobile device that is compatible with the Mobile Application. DEXATEK does not warrant that the Mobile Application will be compatible with your mobile device. DEXATEK does not warrant, and explicitly disclaims, the compatibility of the Mobile Application with other applications you may download and/or operate on your mobile device. Other applications may interact with the Mobile Application in unpredictable ways, and DEXATEK does not warrant against malfunctions caused by such interactions. The foregoing license grant is not a sale of the Mobile Application or any copy thereof, and DEXATEK and its third-party licensors or suppliers retain all right, title, and interest in and to the Mobile Application (and any copy of the Mobile Application). Standard carrier data charges may apply to your use of the Mobile Application.
The following additional terms and conditions apply with respect to any Mobile Application that DEXATEK provides to you designed for use on an Apple iOS-powered mobile device (an "iOS App"):
- If you have downloaded the Mobile Application from Apple Inc.’s App Store. You acknowledge that these Terms are between you and DEXATEK only, and not with Apple, Inc. ("Apple").
- Your use of DEXATEK’s iOS App must comply with Apple’s then-current App Store Terms of Service.
- DEXATEK is solely responsible for our iOS App and the Services available thereon. You acknowledge and agree that Apple is not responsible for providing any maintenance and support services with respect to our iOS App. To the maximum extent permitted by applicable law, Apple will have no warranty obligation whatsoever with respect to DEXATEK’s iOS App.
- You agree that DEXATEK is responsible for addressing any claims by you or any third party relating to our iOS App or your possession and/or use of our iOS App, including, but not limited to: (i) product liability claims; (ii) infringement claims; (iii) any claim that the iOS App fails to conform to any applicable legal or regulatory requirement; and (iv) claims arising under consumer protection or similar legislation, and that all such claims are governed solely by these Terms and any law applicable to us as provider of the iOS App.
- You agree to comply with all applicable third-party terms of agreement when using our iOS App (e.g., you must not violate your mobile phone or internet service terms of agreement when using the iOS App).
- The parties agree that Apple and Apple’s subsidiaries are third-party beneficiaries to these Terms as they relate to your license of DEXATEK’s iOS App. Upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as they relate to your license of the iOS App as a third-party beneficiary thereof.
The following additional terms and conditions apply with respect to any Mobile Application that DEXATEK provides to you designed for use on an Android-powered mobile device (an "Android App"):
- If you have downloaded the Mobile Application from the Google Play operated by Google Inc., you acknowledge that these Terms are between you and DEXATEK only, and not with Google, Inc. ("Google").
- Your use of DEXATEK’s Android App must comply with Google’s then-current Google Play Terms of Service.
- Google is only a provider of the Google Play where you obtained the Android App. DEXATEK, and not Google, is solely responsible for DEXATEK’s Android App and the Services and Content available thereon. Google has no obligation or liability to you with respect to DEXATEK Android App or these Terms.
- You acknowledge and agree that Google is a third-party beneficiary to the Terms as they relate to DEXATEK Android App.
Apple, the Apple logo, and iPhone, are trademarks of Apple Inc., registered in the U.S. and other countries. App Store is a service mark of Apple, Inc. Android, Google and Google Play are trademarks of Google, Inc.
To register with DEXATEK, you must submit your information through the registration page as prompted on the Mobile Application or Site, including your name, email address. As part of the registration process, DEXATEK will require you to create a password that will allow you to log in to the Service (the "Password").
You are responsible for maintaining the confidentiality of your Password, and you are responsible for all activities that occur on your account. You agree not to share your Password, let others access or use your Password, or do anything else that might jeopardize the security of your Password, including using a password you already use with a third-party service. You agree to notify DEXATEK if any of your Passwords is lost, stolen, if you are aware of any unauthorized use of your Passwords, or if you know of any other breach of security in relation to the Service.
All the information that you provide when registering for an account and otherwise through the Site must be accurate, complete, and up to date. You may change, correct, or remove any information from your account by logging in to your account directly and making the desired changes.
Connectivity and Other Requirements
For DEXATEK product to operate with the Services, you must have a working broadband Internet connection and a Wi-Fi router (802.11 b/g/n), a power outlet (for the DEXATEK device to be plugged into), a supported mobile device (to use the Mobile Application), and other hardware, software, equipment or items specified by DEXATEK. We recommend a high speed internet connection with at least 0.75 Mbps of upload bandwidth for each DEXATEK device. DEXATEK reserves the right to change any of the minimum system requirements at any time.
You are responsible for having your software, hardware, and other system elements to meet the system requirements of our Services and make sure that they are compatible and properly configured. You acknowledge that (a) DEXATEK cannot provide the Services properly if the requirements and compatibility are not met, and (b) you will not receive notifications from your DEXATEK device when the product’s Internet connection or power is lost, not operating properly, cut, or interfered with, or the product is damaged or destroyed.
DEXATEK cares about the integrity and security of its users’ personal information. DEXATEK utilizes industry best practices and standards when it comes to security. Despite taking these steps, DEXATEK cannot promise or guarantee that unauthorized third parties will never be able to defeat DEXATEK’s security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.
You acknowledge that DEXATEK is not a security consultant and cannot address all of your potential security needs.
Unsupported Countries or Regions
Although the Services are accessible worldwide, DEXATEK's products and the Services are not available to all persons or in all countries or regions. If you are accessing or using the Services from an unsupported country or region, you do so on your own initiative and you are solely responsible for complying with applicable local laws. To the extent permissible by law, DEXATEK accepts no responsibility or liability for any damage or loss caused by your accessing or using the Services in an unsupported country or region.
Nature and Limitations of DEXATEK Services
The Services are intended to provide information for you to decide whether to act on an event or notification. While DEXATEK intends for the Services to be highly reliable and available, they will not be without interruption, including, without limitation, due to reasons such as no or weak Wi-Fi signal, loss of Internet connectivity, power outages, telecommunication service provider failures, and mobile carrier issues. DEXATEK is not liable or responsible for any liability, loss, or damages due to causes beyond its reasonable control or for any acts, errors, or omissions of third parties or for any act, error, or omission taken by anyone (including you) in response to the information provided through the Services.
DEXATEK reserves the right to establish terms and limitations on the amount of data from the product that may be stored via the Services and the length of time it is stored.
No Life Safety or Critical Uses of the Services
DEXATEK’s products and Services are not certified for emergency response. YOU ACKNOWLEDGE THAT DEXATEK’S PRODUCTS AND SERVICES ARE NOT A THIRD-PARTY MONITORED EMERGENCY NOTIFICATION SYSTEM AND THAT DEXATEK DOES NOT MONITOR EMERGENCY NOTIFICATIONS AND WILL NOT DISPATCH EMERGENCY AUTHORITIES TO YOUR HOME IN THE EVENT OF AN EMERGENCY. All life threatening and emergency events should be directed to the appropriate response services.
The Services provide you with information about your home captured by your DEXATEK device ("Home Information"). All Home Information is provided "as is" and "as available." We cannot guarantee that it is correct or up to date. In cases where it is critical, accessing Home Information through the Services is not a substitute for assessing the information within the home personally.
Smoke and Carbon Monoxide Detection and Air Quality
Even though your product includes air quality, temperature, and humidity environmental sensing capabilities, you agree that (a) the number of DEXATEK devices and placement of the product may not fulfill every requirements or recommendations in codes, laws, or standards that apply in your jurisdiction. (b) you have sole responsibility for complying with any and all codes, laws, and standards that apply, including those concerning installation, placement, and maintenance of Smoke and Carbon Monoxide detectors; and (c) any smoke, carbon monoxide, or other air quality or environmental detection capabilities of DEXATEK’s product are supplemental and not intended to be part of a primary fire alarm, carbon monoxide detection, or other system. YOUR DEXATEK DEVICE IS NOT A REPLACEMENT FOR A SMOKE OR CARBON MONOXIDE DETECTOR.
DEXATEK Device Transfers
If you transfer your DEXATEK device to a new owner, your right to use the Services with respect to that device will automatically terminate, and the new owner will have no right to use the DEXATEK product or Services under your account and will need to register for a separate account with DEXATEK.
Electronic Communications from DEXATEK
By using the Services, you consent to receiving electronic communications from DEXATEK. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Services and products of DEXATEK and its advertisers and business partners. These electronic communications are part of your relationship with DEXATEK. You agree that any notices, agreements, disclosures, or other communications that we send you electronically will satisfy any legal communication requirements, including that such communications be in writing.
DEXATEK maintains privacy policies that are applicable to the DEXATEK product and the Services provided to you under these Terms (the "Privacy Policies"). Please review the Privacy Policies below or visit our website: to understand how we use information that you submit to DEXATEK or that we otherwise collect.
DEXATEK Technology is the exclusive owner of rights and interests in and to the mark DEXATEK, and the DEXATEK logo. Other trademarks, names, and logos on or available through the Services are the property of their respective owners.
Unless otherwise specified in these Terms, all technology and intellectual property available or appearing on or through any of the Services, including the Mobile Application, information, software, documents, services, content, site design, text, graphics, logos, images, and icons, as well as the arrangement thereof, are the sole property of DEXATEK or its licensors. All rights not expressly granted herein to you are reserved by DEXATEK.
Prohibited Activities by User
There are no implied rights. Except as otherwise required or limited by applicable law, any reproduction, distribution, modification, retransmission, or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner or license.
You shall not, and shall not authorize any third party to or attempt to: (i) modify, translate, create derivative works of, rent, lease, loan, distribute or sublicense the software used to provide the or Services, in whole or in part; (ii) copy or otherwise reproduce the software used to provide Services except as expressly set forth herein; (iii) decompile, disassemble or otherwise attempt to reverse engineer, the software used to provide Services, in whole or in part, provided that to the extent a total prohibition on reverse engineering is void as a matter of applicable law and such invalidity is not cured by virtue of this Terms being governed by the laws of the Taiwan, Customer shall be entitled to do so solely to the minimum extent required under applicable law to permit the Software to interoperate with Customer’s other software; (iv) bypass or delete any copy protection methods that are for preventing unauthorized copying or use of the Services; (v) remove, obscure, or alter any proprietary rights notices (including copyrights, patent and trademark notices) which may be contained in or displayed in connection with the Services; (vi) remove, circumvent, disable, damage, or otherwise interfere with security-related features of the Services, features that prevent or restrict use or copying of any content accessible through the Services, or features that enforce limitations on use of the Services; (vii) attempt to access, monitor, or use smart home products of other DEXATEK customers; (viii) access the Services in order to build a similar or competitive product or service; or(ix) interfere with, disrupt, or attempt to gain unauthorized access to the servers or networks connected to the Services or violate the regulations, policies, or procedures of such networks.
You acknowledge that DEXATEK may from time to time issue new releases or versions of the software for the Services, including updates and upgrades. DEXATEK may provide these new releases or versions to your device. You agree that DEXATEK may automatically download and electronically install software on your mobile device and the DEXATEK product. You hereby consent to such wireless and automatic downloading and installation on your mobile device or DEXATEK product, and agree that these Terms will apply to all subsequent versions of released software. You acknowledge that software updates may be critical for continued optimal function of your device, and that failure to implement software updates may cause functional failures in your device.
Disclaimer of Insurance Duties; Waiver of Subrogation
You agree that DEXATEK is not an insurer and that DEXATEK is not providing you with insurance of any type. The amounts you pay DEXATEK are not insurance premiums and are not related to the value of your property, anyone else’s property located in your premises, or any risk of loss at your premises. Instead, the amounts DEXATEK charges are based solely upon the value of the equipment and the Services DEXATEK provides and upon the limited liability DEXATEK assumes under these Terms. If you want insurance to protect against any risk of loss at your premises, you must purchase it. In the event of any loss, damage, or injury, you will look exclusively to your insurer and not to DEXATEK to compensate you or anyone else. You release and waive for yourself and your insurer all subrogation and any other rights to recover against DEXATEK arising as a result of the payment of any claim for loss, damage, or injury.
Disclaimer of Warranties; Indemnity
THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS AND DEXATEK MAKE NO WARRANTY OF ANY KIND WITH RESPECT TO THE SERVICES AND DEXATEK HEREBY EXPRESSLY EXCLUDE ANY WARRANTIES WITH RESPECT THERETO, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, ACCURACY OR ANY OTHER WARRANTIES OR GUARANTEES THAT MAY ARISE FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. DEXATEK MAKES NO REPRESENTATION, WARRANTY, OR OTHER COMMITMENT REGARDING (I) THE USE OR INABILITY TO USE THE SERVICES OR (II) ANY RESULTS OF SUCH USE IN TERMS OF CORRECTNESS, ACCURACY, OR RELIABILITY. CUSTOMER UNDERSTANDS AND AGREES THAT IT ASSUMES THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SERVICES. SOME JURISDICTIONS DO NO PERMIT THE EXCLUSION AND/OR WAIVER OF CERTAIN WARRANTIES. TO THE EXTENT CUSTOMER’S USE OF THE SERVICES IS GOVERNED BY THE LAWS OF SUCH JURISDICTION AND SUCH EXCLUSIONS AND/OR WAIVERS ARE NOT ENFORCEABLE BY VIRTUE OF THIS AGREEMENT BEING GOVERNED BY THE LAWS OF TAIWAN, THE FOREGOING EXCLUSIONS SHALL BE ENFORCED SOLELY TO THE MAXIMUM EXTENT PERMITTED UNDER THE APPLICABLE LAWS OF SUCH JURISDICTION.
DEXATEK’s equipment and Services do not cause and cannot eliminate occurrences of the events they are intended to detect or avert, including but not limited to fires, floods, burglaries, robberies, and medical problems. DEXATEK makes no guarantee or warranty that the DEXATEK product or Services will detect or avert such incidents or their consequences. DEXATEK does not undertake any risk that you or your property or the person or property of others may be subject to injury, damage, or risk of loss in such an event occurs. The allocation of risk remains with you, not DEXATEK. You release, waive, discharge, and promise not to sue or bring any claim of any type against DEXATEK for loss, damage, or injury relating in any way to the product or Services.
DEXATEK and its licensors and suppliers make no warranty that defects will be corrected or that the Services (i) will meet your needs or requirements; (ii) will be compatible with your home network, computer, or mobile device; (iii) will be available on an uninterrupted, timely, secure, or error-free basis; (iv) will be accurate or reliable; or (v) will give notifications at any given time or at all. No advice or information, whether oral or written, obtained by you from DEXATEK or through the Services shall create any warranty.
YOU AGREE THAT YOU WILL NOT RELY ON THE SERVICES FOR ANY LIFE SAFETY OR CRITICAL PURPOSES. MOBILE NOTIFICATIONS REGARDING THE STATUS AND ALARMS ON YOUR DEXATEK PRODUCT ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY.
Limitation of Liability
IN NO EVENT SHALL DEXATEK BE LIABLE FOR ANY LOSS OF USE, INTERRUPTION OF BUSINESS, LOST PROFITS, OR LOST DATA, OR INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OF ANY KIND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF DEXATEK HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE TOTAL CUMULATIVE LIABILITY TO YOU, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO AND WILL NOT EXCEED THE PURCHASE PRICE OF THE SERVICES PAID BY YOU. SOME JURISDICTIONS DO NOT PERMIT THE LIMITATION, EXCLUSION AND/OR WAIVER OF CERTAIN KINDS OF DAMAGES. TO THE EXTENT CUSTOMER’S USE OF THE SERVICES ARE GOVERNED BY THE LAWS OF SUCH JURISDICTION AND SUCH LIMITATIONS, EXCLUSIONS AND/OR WAIVER OF DAMAGES ARE NOT ENFORCEABLE BY VIRTUE OF THIS AGREEMENT BEING GOVERNED BY THE LAWS OF TAIWAN, THE FOREGOING LIMITATIONS, EXCLUSIONS AND WAIVERS SHALL BE ENFORCED SOLELY TO THE MAXIMUM EXTENT PERMITTED UNDER THE APPLICABLE LAWS OF SUCH JURISDICTION.
DEXATEK controls and operates the Services from its headquarters in Taiwan and the Materials may not be appropriate or available for use in other locations. If you use the Services outside the territory of Taiwan, you are responsible for complying with applicable local laws where you use the Services.
If any clause within this provision is found to be illegal or unenforceable, that clause will be severed from this provision, and the remainder of this provision will be given full force and effect.
Notwithstanding any provision in this agreement to the contrary, we agree that if DEXATEK makes any change to this provision (other than a change to the Notice Address), you may reject any such change and require DEXATEK to adhere to the language in this provision if a dispute between us arises.
Terms and Termination
These Terms continue to be in effect while you continue to access and use the Services. At any time, DEXATEK may (i) suspend or terminate your rights to access or use the Services, or (ii) terminate these Terms with respect to you if DEXATEK in good faith believes that you have used the Services in violation of these Terms. DEXATEK prefers to advise you if we feel you are not complying with these Terms and to recommend any necessary corrective action. However, certain violations of these Terms, as determined by DEXATEK, may result in immediate termination of your access to the Services and termination of this agreement without prior notice to you. Upon termination of this agreement, your right to use the Services will automatically terminate. The proprietary rights, disclaimer of warranties, representations made by you, indemnities, limitations of liability, and general provisions shall survive any termination of these Terms.
For all disputes arising from performance or violation of the Terms, you must first give DEXATEK an opportunity to resolve the Dispute. You must commence this process by mailing written notification of your dispute to DEXATEK. That written notification must include (1) your name, (2) your address, (3) a written description of your claim, and (4) a description of the specific relief you seek. If DEXATEK does not resolve the dispute within 90 days after it receives your written notification, you may pursue your dispute in the court as stated below.
Governing Law and Jurisdiction
The Terms of the Services shall be governed by and construed in accordance with the laws of Taiwan. Any disputes relating to these Terms or the Services will be heard in the Taiwan Taipei District Court for the first instance and you agree to personal jurisdiction in such court.
DEXATEK’s failure to enforce any of these Terms is not a waiver of such terms. These Terms are the entire agreement between you and DEXATEK with respect to the subject matter hereof, and supersede all prior or contemporaneous negotiations, discussions, or agreements between you and DEXATEK about such subject matter.
If you have any questions about these Terms, you can reach us at
Last Updated: July 2, 2015
DEXATEK Data Processing Agreement
Last Modified: April 27, 2018
This DEXATEK Data Processing Agreement (“DPA”), that includes the Standard Contractual Clauses adopted by the European Commission, as applicable, reflects the parties’ agreement with respect to the terms governing the Processing of Personal Data under the DEXATEK Customer Terms of Service (the “Agreement”). This DPA is an amendment to the Agreement and is effective upon its incorporation into the Agreement, which incorporation may be specified in the Agreement, an Order or an executed amendment to the Agreement. Upon its incorporation into the Agreement, the DPA will form a part of the Agreement.
The term of this DPA shall follow the term of the Agreement. Terms not otherwise defined herein shall have the meaning as set forth in the Agreement.
THIS DPA INCLUDES:
(i) Standard Contractual Clauses, attached hereto as EXHIBIT 1.
(a) Appendix 1 to the Standard Contractual Clauses, which includes specifics on the Personal Data transferred by the data exporter to the data importer.
(b) Appendix 2 to the Standard Contractual Clauses, which includes a description of the technical and organizational security measures implemented by the data importer as referenced.
(ii) List of Sub-Processors, attached hereto as EXHIBIT 2.
“Controller” means the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the Processing of Personal Data.
“Data Protection Law” means all applicable legislation relating to data protection and privacy including without limitation the EU Data Protection Directive 95/46/EC and all local laws and regulations which amend or replace any of them, including the GDPR, together with any national implementing laws in any Member State of the European Union or, to the extent applicable, in any other country, as amended, repealed, consolidated or replaced from time to time. The terms “process”, “processes” and “processed” will be construed accordingly.
“Data Subject” means the individual to whom Personal Data relates.
“GDPR” means the General Data Protection Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data.
“Instruction” means the written, documented instruction, issued by Controller to Processor, and directing the same to perform a specific action with regard to Personal Data (including, but not limited to, depersonalizing, blocking, deletion, making available).
“Personal Data” means any information relating to an identified or identifiable individual where such information is contained within Customer Data and is protected similarly as personal data or personally identifiable information under applicable Data Protection Law
“Personal Data Breach” 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.
“Processing” means any operation or set of operations which is performed on Personal Data, encompassing the collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction or erasure of Personal Data.
“Processor” means a natural or legal person, public authority, agency or other body which processes Personal Data on behalf of the Controller.
“Standard Contractual Clauses” means the clauses attached hereto as Exhibit 1 pursuant to the European Commission’s decision (C(2010)593) of 5 February 2010 on Standard Contractual Clauses for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection.
2. Details of the Processing
a. Categories of Data Subjects.
Controller’s Contacts and other end users including Controller’s employees, contractors, collaborators, customers, prospects, suppliers and subcontractors. Data Subjects also include individuals attempting to communicate with or transfer Personal Data to the Controller’s end users.
b. Types of Personal Data.
Contact Information, the extent of which is determined and controlled by the Customer in its sole discretion, and other Personal Data such as navigational data (including website usage information), email data, system usage data, application integration data, and other electronic data submitted, stored, sent, or received by end users via the Subscription Service.
c. Subject-Matter and Nature of the Processing.
The subject-matter of Processing of Personal Data by Processor is the provision of the services to the Controller that involves the Processing of Personal Data. Personal Data will be subject to those Processing activities as may be specified in the Agreement and an Order.
d. Purpose of the Processing.
Personal Data will be Processed for purposes of providing the services set out and otherwise agreed to in the Agreement and any applicable Order.
e. Duration of the Processing.
Personal Data will be Processed for the duration of the Agreement, subject to Section 4 of this DPA.
3. Customer Responsibility
Within the scope of the Agreement and in its use of the services, Controller shall be solely responsible for complying with the statutory requirements relating to data protection and privacy, in particular regarding the disclosure and transfer of Personal Data to the Processor and the Processing of Personal Data. For the avoidance of doubt, Controller’s instructions for the Processing of Personal Data shall comply with the Data Protection Law. This DPA is Customer’s complete and final instruction to DEXATEK in relation to Personal Data and that additional instructions outside the scope of DPA would require prior written agreement between the parties. Instructions shall initially be specified in the Agreement and may, from time to time thereafter, be amended, amplified or replaced by Controller in separate written instructions (as individual instructions).
Controller shall inform Processor without undue delay and comprehensively about any errors or irregularities related to statutory provisions on the Processing of Personal Data.
4. Obligations of Processor
a. Compliance with Instructions.
The parties acknowledge and agree that Customer is the Controller of Personal Data and DEXATEK is the Processor of that data. Processor shall collect, process and use Personal Data only within the scope of Controller’s Instructions. If the Processor believes that an Instruction of the Controller infringes the Data Protection Law, it shall immediately inform the Controller without delay. If Processor cannot process Personal Data in accordance with the Instructions due to a legal requirement under any applicable European Union or Member State law, Processor will (i) promptly notify the Controller of that legal requirement before the relevant Processing to the extent permitted by the Data Protection Law; and (ii) cease all Processing (other than merely storing and maintaining the security of the affected Personal Data) until such time as the Controller issues new instructions with which Processor is able to comply. If this provision is invoked, Processor will not be liable to the Controller under the Agreement for any failure to perform the applicable services until such time as the Controller issues new instructions in regard to the Processing.
Processor shall take the appropriate technical and organizational measures to adequately protect Personal Data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Personal Data, described under Appendix 2 to the Standard Contractual Clauses. Such measures include, but are not be limited to:
i. the prevention of unauthorized persons from gaining access to Personal Data Processing systems (physical access control),
ii. the prevention of Personal Data Processing systems from being used without authorization (logical access control),
iii. ensuring that persons entitled to use a Personal Data Processing system gain access only to such Personal Data as they are entitled to accessing in accordance with their access rights, and that, in the course of Processing or use and after storage, Personal Data cannot be read, copied, modified or deleted without authorization (data access control),
iv. ensuring that Personal Data cannot be read, copied, modified or deleted without authorization during electronic transmission, transport or storage on storage media, and that the target entities for any transfer of Personal Data by means of data transmission facilities can be established and verified (data transfer control),
v. ensuring the establishment of an audit trail to document whether and by whom Personal Data have been entered into, modified in, or removed from Personal Data Processing systems (entry control),
vi. ensuring that Personal Data is Processed solely in accordance with the Instructions (control of instructions),
vii. ensuring that Personal Data is protected against accidental destruction or loss (availability control).
Upon Controller’s request, Processor shall provide a current Personal Data protection and security programme relating to the Processing hereunder.
Processor will facilitate Controller’s compliance with the Controller’s obligation to implement security measures with respect to Personal Data (including if applicable Controller’s obligations pursuant to Articles 32 to 34 (inclusive) of the GDPR), by (i) implementing and maintaining the security measures described under Appendix 2, (ii) complying with the terms of Section 4.4 (Personal Data Breaches); and (iii) providing the Controller with information in relation to the Processing in accordance with Section 5 (Audits).
Processor shall ensure that any personnel whom Processor authorizes to process Personal Data on its behalf is subject to confidentiality obligations with respect to that Personal Data. The undertaking to confidentiality shall continue after the termination of the above-entitled activities.
d. Personal Data Breaches.
Processor will notify the Controller as soon as practicable after it becomes aware of any of any Personal Data Breach affecting any Personal Data. At the Controller’s request, Processor will promptly provide the Controller with all reasonable assistance necessary to enable the Controller to notify relevant Personal Data Breaches to competent authorities and/or affected Data Subjects, if Controller is required to do so under the Data Protection Law.
e. Data Subject Requests.
Processor will provide reasonable assistance, including by appropriate technical and organizational measures and taking into account the nature of the Processing, to enable Controller to respond to any request from Data Subjects seeking to exercise their rights under the Data Protection Law with respect to Personal Data (including access, rectification, restriction, deletion or portability of Personal Data, as applicable), to the extent permitted by the law. If such request is made directly to Processor, Processor will promptly inform Controller and will advise Data Subjects to submit their request to the Controller. Controller shall be solely responsible for responding to any Data Subjects’ requests. Controller shall reimburse Processor for the costs arising from this assistance.
Processor shall be entitled to engage sub-Processors to fulfil Processor’s obligations defined in the Agreement only with Controller’s written consent. For these purposes, Controller consents to the engagement as sub-Processors of Processor’s affiliated companies and the third parties listed in Exhibit 2. For the avoidance of doubt, the above authorization constitutes Controller’s prior written consent to the sub-Processing by Processor for purposes of Clause 11 of the Standard Contractual Clauses.
If the Processor intends to instruct sub-Processors other than the companies listed in Exhibit 2, the Processor will notify the Controller thereof in writing (email to the email address(es) on record in Processor’s account information for Controller is sufficient) and will give the Controller the opportunity to object to the engagement of the new sub-Processors within 30 days after being notified. The objection must be based on reasonable grounds (e.g. if the Controller proves that significant risks for the protection of its Personal Data exist at the sub-Processor). If the Processor and Controller are unable to resolve such objection, either party may terminate the Agreement by providing written notice to the other party. Controller shall receive a refund of any prepaid but unused fees for the period following the effective date of termination.
Where Processor engages sub-Processors, Processor will enter into a contract with the sub-Processor that imposes on the sub-Processor the same obligations that apply to Processor under this DPA. Where the sub-Processor fails to fulfil its data protection obligations, Processor will remain liable to the Controller for the performance of such sub-Processors obligations.
Where a sub-Processor is engaged, the Controller must be granted the right to monitor and inspect the sub-Processor’s activities in accordance with this DPA and the Data Protection Law, including to obtain information from the Processor, upon written request, on the substance of the contract and the implementation of the data protection obligations under the sub-Processing contract, where necessary by inspecting the relevant contract documents.
The provisions of this Section 4.6 shall mutually apply if the Processor engages a sub-Processor in a country outside the European Economic Area (“EEA”) not recognized by the European Commission as providing an adequate level of protection for personal data. If, in the performance of this DPA, DEXATEK transfers any Personal Data to a sub-processor located outside of the EEA, DEXATEK shall, in advance of any such transfer, ensure that a legal mechanism to achieve adequacy in respect of that processing is in place.
g. Deletion or Retrieval of Personal Data.
Other than to the extent required to comply with Data Protection Law, following termination or expiry of the Agreement, Processor will delete all Personal Data (including copies thereof) processed pursuant to this DPA. If Processor is unable to delete Personal Data for technical or other reasons, Processor will apply measures to ensure that Personal Data is blocked from any further Processing.
Controller shall, upon termination or expiration of the Agreement and by way of issuing an Instruction, stipulate, within a period of time set by Processor, the reasonable measures to return data or to delete stored data. Any additional cost arising in connection with the return or deletion of Personal Data after the termination or expiration of the Agreement shall be borne by Controller.
Controller may, prior to the commencement of Processing, and at regular intervals thereafter, audit the technical and organizational measures taken by Processor.
For such purpose, Controller may, e.g.,
obtain information from the Processor,
request Processor to submit to Controller an existing attestation or certificate by an independent professional expert, or
upon reasonable and timely advance agreement, during regular business hours and without interrupting Processor’s business operations, conduct an on-site inspection of Processor’s business operations or have the same conducted by a qualified third party which shall not be a competitor of Processor.
Processor shall, upon Controller’s written request and within a reasonable period of time, provide Controller with all information necessary for such audit, to the extent that such information is within Processor’s control and Processor is not precluded from disclosing it by applicable law, a duty of confidentiality, or any other obligation owed to a third party.
6. General Provisions
With respect to updates and changes to this DPA, the terms that apply in the “Amendment; No Waiver” section of “Miscellaneous” in the Agreement shall apply.
In case of any conflict, this DPA shall take precedence over the regulations of the Agreement. Where individual provisions of this DPA are invalid or unenforceable, the validity and enforceability of the other provisions of this DPA shall not be affected.
Upon the incorporation of this DPA into the Agreement, the parties indicated in Section 7 below (Parties to this DPA) are agreeing to the Standard Contractual Clauses (where and as applicable) and all appendixes attached thereto. In the event of any conflict or inconsistency between this DPA and the Standard Contractual Clauses in Exhibit 1, the Standard Contractual Clauses shall prevail.
Effective 25 May 2018 DEXATEK will process Personal Data in accordance with the GDPR requirements contained herein which are directly applicable to DEXATEK's provision of the Subscription Services.
7. Parties to this DPA
This DPA is an amendment to and forms part of the Agreement. Upon the incorporation of this DPA into the Agreement (i) Controller and the DEXATEK entity that are each a party to the Agreement are also each a party to this DPA, and (ii) to the extent that
DEXATEK TECHNOLOGY LTD. is not the party to the Agreement, DEXATEK TECHNOLOGY LTD. is a party to this DPA, but only with respect to agreement to the Standard Contractual Clauses of the DPA, this Section 7 of the DPA, and to the Standard Contractual Clauses themselves.
If DEXATEK TECHNOLOGY LTD. is not a party to the Agreement, the section of the Agreement entitled ‘Limitation of Liability’ shall apply as between Controller and DEXATEK TECHNOLOGY LTD., and in such respect any references to ‘DEXATEK’, ‘we’, ‘us’ or ‘our’ shall include both DEXATEK TECHNOLOGY LTD. and the DEXATEK entity that is a party to the Agreement.
The legal entity agreeing to this DPA as Controller represents that it is authorized to agree to and enter into this DPA for, and is agreeing to this DPA solely on behalf of, the Controller.
EXHIBIT 1 : Standard Contractual Clauses (Processors)
For the purposes of Article 26(2) of Directive 95/46/EC for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection,
The Customer, as defined in the DEXATEK Customer Terms of Service (the “data exporter”)
DEXATEK TECHNOLOGY LTD. (the “data importer”),
each a ‘party’; together ‘the parties’,
HAVE AGREED on the following Contractual Clauses (the Clauses) in order to adduce adequate safeguards with respect to the protection of privacy and fundamental rights and freedoms of individuals for the transfer by the data exporter to the data importer of the personal data specified in Appendix 1.
Clause 1 Definitions
For the purposes of the Clauses:
(a) ‘personal data’, ‘special categories of data’, ‘process/processing’, ‘controller’, ‘processor’, ‘data subject’ and ‘supervisory authority’ shall have the same meaning as in Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data;
(b) ‘the data exporter’ means the controller who transfers the personal data;
(c) ‘the data importer’ means the processor who agrees to receive from the data exporter personal data intended for processing on his behalf after the transfer in accordance with his instructions and the terms of the Clauses and who is not subject to a third country’s system ensuring adequate protection within the meaning of Article 25(1) of Directive 95/46/EC;
(d) ‘the subprocessor’ means any processor engaged by the data importer or by any other subprocessor of the data importer who agrees to receive from the data importer or from any other subprocessor of the data importer personal data exclusively intended for processing activities to be carried out on behalf of the data exporter after the transfer in accordance with his instructions, the terms of the Clauses and the terms of the written subcontract;
(e) ‘the applicable data protection law’ means the legislation protecting the fundamental rights and freedoms of individuals and, in particular, their right to privacy with respect to the processing of personal data applicable to a data controller in the Member State in which the data exporter is established;
(f) ‘technical and organisational security measures’ means those measures aimed at protecting personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing.
Clause 2 Details of the transfer
The details of the transfer and in particular the special categories of personal data where applicable are specified in Appendix 1 which forms an integral part of the Clauses.
Clause 3 Third-party beneficiary clause
The data subject can enforce against the data exporter this Clause, Clause 4(b) to (i), Clause 5(a) to (e), and (g) to (j), Clause 6(1) and (2), Clause 7, Clause 8(2), and Clauses 9 to 12 as third-party beneficiary.
The data subject can enforce against the data importer this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where the data exporter has factually disappeared or has ceased to exist in law unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law, as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity.
The data subject can enforce against the subprocessor this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity. Such third-party liability of the subprocessor shall be limited to its own processing operations under the Clauses.
The parties do not object to a data subject being represented by an association or other body if the data subject so expressly wishes and if permitted by national law.
Clause 4 Obligations of the data exporter
The data exporter agrees and warrants:
(a) that the processing, including the transfer itself, of the personal data has been and will continue to be carried out in accordance with the relevant provisions of the applicable data protection law (and, where applicable, has been notified to the relevant authorities of the Member State where the data exporter is established) and does not violate the relevant provisions of that State;
(b) that it has instructed and throughout the duration of the personal data-processing services will instruct the data importer to process the personal data transferred only on the data exporter’s behalf and in accordance with the applicable data protection law and the Clauses;
(c) that the data importer will provide sufficient guarantees in respect of the technical and organisational security measures specified in Appendix 2 to this contract;
(d) that after assessment of the requirements of the applicable data protection law, the security measures are appropriate to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing, and that these measures ensure a level of security appropriate to the risks presented by the processing and the nature of the data to be protected having regard to the state of the art and the cost of their implementation;
(e) that it will ensure compliance with the security measures;
(f) that, if the transfer involves special categories of data, the data subject has been informed or will be informed before, or as soon as possible after, the transfer that its data could be transmitted to a third country not providing adequate protection within the meaning of Directive 95/46/EC;
(g) to forward any notification received from the data importer or any subprocessor pursuant to Clause 5(b) and Clause 8(3) to the data protection supervisory authority if the data exporter decides to continue the transfer or to lift the suspension;
(h) to make available to the data subjects upon request a copy of the Clauses, with the exception of Appendix 2, and a summary description of the security measures, as well as a copy of any contract for subprocessing services which has to be made in accordance with the Clauses, unless the Clauses or the contract contain commercial information, in which case it may remove such commercial information;
(i) that, in the event of subprocessing, the processing activity is carried out in accordance with Clause 11 by a subprocessor providing at least the same level of protection for the personal data and the rights of data subject as the data importer under the Clauses; and
(j) that it will ensure compliance with Clause 4(a) to (i).
Clause 5 Obligations of the data importer
The data importer agrees and warrants:
(a) to process the personal data only on behalf of the data exporter and in compliance with its instructions and the Clauses; if it cannot provide such compliance for whatever reasons, 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;
(b) that it has no reason to believe that the legislation applicable to it prevents it from fulfilling the instructions received from the data exporter and its obligations under the contract and that in the event of a change in this legislation which is likely to have a substantial adverse effect on the warranties and obligations provided by the Clauses, it will promptly notify the change to the data exporter as soon as it is aware, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;
(c) that it has implemented the technical and organisational security measures specified in Appendix 2 before processing the personal data transferred;
(d) that it will promptly notify the data exporter about:
(i) any legally binding request for disclosure of the personal data by a law enforcement authority unless otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation;
(ii) any accidental or unauthorised access; and
(iii) any request received directly from the data subjects without responding to that request, unless it has been otherwise authorised to do so;
(e) to deal promptly and properly with all inquiries from the data exporter relating to its processing of the personal data subject to the transfer and to abide by the advice of the supervisory authority with regard to the processing of the data transferred;
(f) at the request of the data exporter to submit its data-processing facilities for audit of the processing activities covered by the Clauses which shall be carried out by the data exporter or an inspection body composed of independent members and in possession of the required professional qualifications bound by a duty of confidentiality, selected by the data exporter, where applicable, in agreement with the supervisory authority;
(g) to make available to the data subject upon request a copy of the Clauses, or any existing contract for subprocessing, unless the Clauses or contract contain commercial information, in which case it may remove such commercial information, with the exception of Appendix 2 which shall be replaced by a summary description of the security measures in those cases where the data subject is unable to obtain a copy from the data exporter;
(h) that, in the event of subprocessing, it has previously informed the data exporter and obtained its prior written consent;
(i) that the processing services by the subprocessor will be carried out in accordance with Clause 11;
(j) to send promptly a copy of any subprocessor agreement it concludes under the Clauses to the data exporter.
Clause 6 Liability
The parties agree that any data subject, who has suffered damage as a result of any breach of the obligations referred to in Clause 3 or in Clause 11 by any party or subprocessor is entitled to receive compensation from the data exporter for the damage suffered.
If a data subject is not able to bring a claim for compensation in accordance with paragraph 1 against the data exporter, arising out of a breach by the data importer or his subprocessor of any of their obligations referred to in Clause 3 or in Clause 11, because the data exporter has factually disappeared or ceased to exist in law or has become insolvent, the data importer agrees that the data subject may issue a claim against the data importer as if it were the data exporter, unless any successor entity has assumed the entire legal obligations of the data exporter by contract of by operation of law, in which case the data subject can enforce its rights against such entity.
The data importer may not rely on a breach by a subprocessor of its obligations in order to avoid its own liabilities.
If a data subject is not able to bring a claim against the data exporter or the data importer referred to in paragraphs 1 and 2, arising out of a breach by the subprocessor of any of their obligations referred to in Clause 3 or in Clause 11 because both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, the subprocessor agrees that the data subject may issue a claim against the data subprocessor with regard to its own processing operations under the Clauses as if it were the data exporter or the data importer, unless any successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law, in which case the data subject can enforce its rights against such entity. The liability of the subprocessor shall be limited to its own processing operations under the Clauses.
Clause 7 Mediation and jurisdiction
1. The data importer agrees that if the data subject invokes against it third-party beneficiary rights and/or claims compensation for damages under the Clauses, the data importer will accept the decision of the data subject:
(a) to refer the dispute to mediation, by an independent person or, where applicable, by the supervisory authority;
(b) to refer the dispute to the courts in the Member State in which the data exporter is established.
2. The parties agree that the choice made by the data subject will not prejudice its substantive or procedural rights to seek remedies in accordance with other provisions of national or international law.
Clause 8 Cooperation with supervisory authorities
The data exporter agrees to deposit a copy of this contract with the supervisory authority if it so requests or if such deposit is required under the applicable data protection law.
The parties agree that the supervisory authority has the right to conduct an audit of the data importer, and of any subprocessor, which has the same scope and is subject to the same conditions as would apply to an audit of the data exporter under the applicable data protection law.
The data importer shall promptly inform the data exporter about the existence of legislation applicable to it or any subprocessor preventing the conduct of an audit of the data importer, or any subprocessor, pursuant to paragraph 2. In such a case the data exporter shall be entitled to take the measures foreseen in Clause 5(b).
Clause 9 Governing law
The Clauses shall be governed by the law of the Member State in which the data exporter is established.
Clause 10 Variation of the contract
The parties undertake not to vary or modify the Clauses. This does not preclude the parties from adding clauses on business related issues where required as long as they do not contradict the Clause.
Clause 11 Subprocessing
The data importer shall not subcontract any of its processing operations performed on behalf of the data exporter under the Clauses without the prior written consent of the data exporter. Where the data importer subcontracts its obligations under the Clauses, with the consent of the data exporter, it shall do so only by way of a written agreement with the subprocessor which imposes the same obligations on the subprocessor as are imposed on the data importer under the Clauses. Where the subprocessor fails to fulfil its data protection obligations under such written agreement the data importer shall remain fully liable to the data exporter for the performance of the subprocessor’s obligations under such agreement.
The prior written contract between the data importer and the subprocessor shall also provide for a third-party beneficiary clause as laid down in Clause 3 for cases where the data subject is not able to bring the claim for compensation referred to in paragraph 1 of Clause 6 against the data exporter or the data importer because they have factually disappeared or have ceased to exist in law or have become insolvent and no successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law. Such third-party liability of the subprocessor shall be limited to its own processing operations under the Clauses.
The provisions relating to data protection aspects for subprocessing of the contract referred to in paragraph 1 shall be governed by the law of the Member State in which the data exporter is established.
The data exporter shall keep a list of subprocessing agreements concluded under the Clauses and notified by the data importer pursuant to Clause 5(j), which shall be updated at least once a year. The list shall be available to the data exporter’s data protection supervisory authority.
Clause 12 Obligation after the termination of personal data-processing services
The parties agree that on the termination of the provision of data-processing services, the data importer and the subprocessor shall, at the choice of the data exporter, return all the personal data transferred and the copies thereof to the data exporter or shall destroy all the personal data and certify to the data exporter that it has done so, unless legislation imposed upon the data importer prevents it from returning or destroying all or part of the personal data transferred. In that case, the data importer warrants that it will guarantee the confidentiality of the personal data transferred and will not actively process the personal data transferred anymore.
The data importer and the subprocessor warrant that upon request of the data exporter and/or of the supervisory authority, it will submit its data-processing facilities for an audit of the measures referred to in paragraph 1.
Appendix 1 to the Standard Contractual Clauses
This Appendix forms part of the Clauses. The Member States may complete or specify, according to their national procedures, any additional necessary information to be contained in this Appendix.
A. Data exporter
The data exporter is the Customer, as defined in the DEXATEK Customer Terms of Service (“Agreement”).
B. Data importer
The data importer is DEXATEK TECHNOLOGY LTD., a global provider of inbound marketing and sales software.
C. Data subjects
Categories of data subjects set out under Section 2 of the Data Processing Agreement to which the Clauses are attached.
D. Categories of data
Categories of personal data set out under Section 2 of the Data Processing Agreement to which the Clauses are attached.
E. Special categories of data (if appropriate)
The parties do not anticipate the transfer of special categories of data.
F. Processing operations
The processing activities set out under Section 2 of the Data Processing Agreement to which the Clauses are attached (Appendix 2 to the Standard Contractual Clauses)
Appendix 2 to the Standard Contractual Clauses
This Appendix forms part of the Clauses.
Description of the technical and organizational security measures implemented by the data importer in accordance with Clauses 4(d) and 5(c) (or document/legislation attached):
DEXATEK currently observes the security practices described in this Appendix 2. Notwithstanding any provision to the contrary otherwise agreed to by data exporter, DEXATEK may modify or update these practices at its discretion provided that such modification and update does not result in a material degradation in the protection offered by these practices. All capitalized terms not otherwise defined herein shall have the meanings as set forth in the Agreement.
i) Preventing Unauthorized Product Access
Outsourced processing: DEXATEK hosts its Service with outsourced cloud infrastructure providers. Additionally, DEXATEK maintains contractual relationships with vendors in order to provide the Service in accordance with our Data Processing Agreement. DEXATEK relies on contractual agreements, privacy policies, and vendor compliance programs in order to protect data processed or stored by these vendors.
Physical and environmental security: DEXATEK hosts its product infrastructure with multi-tenant, outsourced infrastructure providers. The physical and environmental security controls are audited for SOC 2 Type II and ISO 27001 compliance, among other certifications.
Authentication: DEXATEK implemented a uniform password policy for its customer products. Customers who interact with the products via the user interface must authenticate before accessing non-public customer data.
Authorization: Customer data is stored in multi-tenant storage systems accessible to Customers via only application user interfaces and application programming interfaces. Customers are not allowed direct access to the underlying application infrastructure. The authorization model in each of DEXATEK’s products is designed to ensure that only the appropriately assigned individuals can access relevant features, views, and customization options. Authorization to data sets is performed through validating the user’s permissions against the attributes associated with each data set.
Application Programming Interface (API) access: Public product APIs may be accessed using an API key or through Oauth authorization.
ii) Preventing Unauthorized Product Use
DEXATEK implements industry standard access controls and detection capabilities for the internal networks that support its products.
Access controls: Network access control mechanisms are designed to prevent network traffic using unauthorized protocols from reaching the product infrastructure. The technical measures implemented differ between infrastructure providers and include Virtual Private Cloud (VPC) implementations, security group assignment, and traditional firewall rules.
Intrusion detection and prevention: DEXATEK implemented a Web Application Firewall (WAF) solution to protect hosted customer websites and other internet-accessible applications. The WAF is designed to identify and prevent attacks against publicly available network services.
Static code analysis: Security reviews of code stored in DEXATEK’s source code repositories is performed, checking for coding best practices and identifiable software flaws.
iii) Limitations of Privilege & Authorization Requirements
Product access: A subset of DEXATEK’s employees have access to the products and to customer data via controlled interfaces. The intent of providing access to a subset of employees is to provide effective customer support, to troubleshoot potential problems, to detect and respond to security incidents and implement data security. Access is enabled through “just in time” requests for access; all such requests are logged. Employees are granted access by role, and reviews of high risk privilege grants are initiated daily.
All DEXATEK employees are required to conduct themselves in a manner consistent with company guidelines, non-disclosure requirements, and ethical standards.
b) Transmission Control
In-transit: DEXATEK makes HTTPS encryption (also referred to as SSL or TLS) available on every one of its login interfaces and for free on every customer site hosted on the DEXATEK products. DEXATEK’s HTTPS implementation uses industry standard algorithms and certificates.
At-rest: DEXATEK stores user passwords following policies that follow industry standard practices for security.
c) Input Control
Detection: DEXATEK designed its infrastructure to log extensive information about the system behavior, traffic received, system authentication, and other application requests. Internal systems aggregated log data and alert appropriate employees of malicious, unintended, or anomalous activities. DEXATEK personnel, including security, operations, and support personnel, are responsive to known incidents.
Response and tracking: DEXATEK maintains a record of known security incidents that includes description, dates and times of relevant activities, and incident disposition. Suspected and confirmed security incidents are investigated by security, operations, or support personnel; and appropriate resolution steps are identified and documented. For any confirmed incidents, DEXATEK will take appropriate steps to minimize product and Customer damage or unauthorized disclosure.
Communication: If DEXATEK becomes aware of unlawful access to Customer data stored within its products, DEXATEK will: 1) notify the affected Customers of the incident; 2) provide a description of the steps DEXATEK is taking to resolve the incident; and 3) provide status updates to the Customer contact, as DEXATEK deems necessary. Notification(s) of incidents, if any, will be delivered to one or more of the Customer’s contacts in a form DEXATEK selects, which may include via email or telephone.
d) Availability Control
Infrastructure availability: The infrastructure providers use commercially reasonable efforts to ensure a minimum of 99.93% uptime. The providers maintain a minimum of N+1 redundancy to power, network, and HVAC services.
Fault tolerance: Backup and replication strategies are designed to ensure redundancy and fail-over protections during a significant processing failure. Customer data is backed up to multiple durable data stores and replicated across multiple availability zones.
Online replicas and backups: Where feasible, production databases are designed to replicate data between no less than 1 primary and 1 secondary database. All databases are backed up and maintained using at least industry standard methods.
DEXATEK’s products are designed to ensure redundancy and seamless failover. The server instances that support the products are also architected with a goal to prevent single points of failure. This design assists DEXATEK operations in maintaining and updating the product applications and backend while limiting downtime.
EXHIBIT 2 : List of Sub-Processors
Amazon Web Services, Inc.