Last Updated: December 1, 2022
This EU Data Protection Addendum (“Addendum“) is entered into by and between PubMatic, Inc. (“PubMatic“) and you (“Publisher”), and forms part of all agreements between the parties relating to the subject matter of this Addendum (each, an “Agreement”). This Addendum is effective as of the date on which the Addendum is signed or otherwise adopted by both parties (“Effective Date”).
The terms in this Addendum shall only apply to the extent PubMatic collects or otherwise processes Data (including Personal Data) protected or otherwise regulated by European Data Protection Law. Capitalized terms used in this Addendum shall have the meaning given to them in the main body of the Agreement unless otherwise defined in this Addendum.
IT IS AGREED:
“Adequacy Mechanism” has the meaning described in Section 9.
“Controller” means the entity that determines the purposes and means of the processing of Personal Data.
“Data” has the meaning given to it in Section 2 of this Addendum.
“Demand Partners” means PubMatic’s media buying clients, including but not limited to advertisers, demand side platforms, ad exchanges, agencies, agency trading desks, and ad networks.
“European Data Protection Law” means as applicable to a party in its Processing of Data: (i) Regulation 2016/679 (the European General Data Protection Regulation (“GDPR”); (ii) the EU e-Privacy Directive (Directive 2002/58/EC) (“e-Privacy Directive”); (iii) all national implementations of (i) and (ii); (iv) the Swiss Federal Data Protection Act of 19 June 1992 and its corresponding ordinances (“Swiss DPA“); and (v) in respect of the United Kingdom, GDPR as it forms part of United Kingdom law pursuant to Section 3 of the European Union (Withdrawal) Act 2018 and the Data Protection Act 2018 the (together, “UK Privacy Law“); in each case, as may be amended, superseded or replaced from time to time.
“Europe” means, for the purposes of this DPA, the European Economic Area (EEA), the United Kingdom, and Switzerland.
“Personal Data” means any information relating to an identified or identifiable natural person to the extent that such information is protected as “personal data” under applicable European Data Protection Law.
“Privacy Requirements” means: (i) European Data Protection Law, as applicable to Publisher, PubMatic, its Demand Partners, and their respective processing of Data under this Addendum; and (ii) any applicable self-regulatory codes, rules or guidelines, including without limitation, the rules, codes and guidelines of the European Interactive Digital Advertising Alliance (EDAA), the Network Advertising Initiative (NAI), and IAB Transparency and Consent Framework (TCF) (in each case, as amended, superseded or replaced).
“Privacy Shield” means the EU-U.S. Privacy Shield and Swiss-U.S. Privacy Shield Framework self-certification program operated by the U.S. Department of Commerce (as may be amended, superseded or replaced).
“Publisher Property” has the meaning given to it in the Agreement or, if not set forth in the Agreement, means the websites, mobile applications and/or other digital media properties owned or operated by the Publisher and accessible through the PubMatic Products or via which Personal Data used in connection with the PubMatic Products is collected.
“PubMatic Products” has the meaning given to it in the Agreement or if not set forth in the Agreement, means PubMatic’s online advertising services, products, and features described at https://pubmatic.com/legal/program-descriptions.
“Restricted Transfer” means: (i) where the GDPR applies, a transfer of Personal Data from the European Economic Area to a country outside of the European Economic Area which is not subject to an adequacy determination by the European Commission; (ii) where the UK Privacy Law applies, a transfer of Personal Data from the United Kingdom to any other country which is not based on adequacy regulations pursuant to section 17A of the United Kingdom Data Protection Act 2018; and (iii) where the Swiss DPA applies, a transfer of Personal Data to a country outside of Switzerland which is not included on the list of adequate jurisdictions published by the Swiss Federal Data Protection and Information Commissioner.
“Tracking Technologies” means technologies used to store or gain access to data stored on a user’s device, including (as applicable), cookies, mobile SDKs, browser cache, unique identifiers, web beacons, pixels and/or similar tracking technologies.
“Standard Contractual Clauses” means Module 1 (Controller to Controller) of the contractual clauses annexed to the European Commission’s Implementing Decision 2021/914 of 4 June 2021 located at https://eur-lex.europa.eu/eli/dec_impl/2021/914.
“UK Addendum” means the International Data Transfer Addendum (version B1.0) to the EU Commission Standard Contractual Clauses issued by UK Information Commissioners Office under S.119(A) of the UK Data Protection Act 2018, as amended, superseded or replaced from time to time.
The terms “data subject“, “processing” (and “process“) shall have the meanings given to them in European Data Protection Law.
- Relationship of the parties:The parties acknowledge that to the extent the Data is Personal Data, each party shall process such Data as a Controller and in PubMatic’s case, only for the Permitted Purposes.
- Requesting Consent:Neither PubMatic nor its Demand Partners has a direct relationship with any data subject visiting the Publisher Properties or viewing ads delivered to the Publisher Properties through the PubMatic Products. Accordingly, in each case where consent is the lawful basis for processing Personal Data and/or required for use of Tracking Technologies pursuant to the Privacy Requirements, Publisher agrees that it shall be responsible for obtaining all necessary consents from the relevant data subjects on behalf of PubMatic and applicable Demand Partners to lawfully permit PubMatic and all applicable Demand Partners to: (i) collect, process and share Data via the PubMatic Products for Permitted Purposes; and (ii) use Tracking Technologies in order to collect Data in connection with the performance of the PubMatic Products. Publisher represents and warrants that it shall, at all times maintain and make operational on Publisher Properties a mechanism for obtaining and recording such consent and that enables such consent to be withdrawn, in accordance with applicable Privacy Requirements. PubMatic is registered with and supports the IAB Transparency and Consent Framework (“Industry Framework”).
- Prohibited Data Sharing:Publisher shall not include or launch any Publisher Property on any of the PubMatic Products if such Publisher Property is directed at or likely to be accessed by any data subject that is deemed a child under applicable Privacy Requirements of the country in which the child resides. Publisher shall flag within the PubMatic Products or inform PubMatic in writing prior to launching any of such Publisher Properties on any of the PubMatic Products or pass to PubMatic or its Demand Partners any Personal Data of any data subject that is deemed a child under applicable European Data Protection Law.
- Noncompliance:If Publisher is unable to comply with its consent and notice obligations under the Agreement (including this Addendum) in respect of the Data, Publisher shall promptly notify PubMatic.
- Co-operation and Data Subject Rights:The parties shall, on request, provide each other with all reasonable and timely assistance (at their own expense) and co-operation to enable the other party to comply with its obligations under the Privacy Requirements, including in order to enable the other party to respond to: (i) any request from a data subject to exercise any of its rights under European Data Protection Law (including its rights of access, correction, objection, erasure and data portability, as applicable) in relation to the Data; and (ii) any other correspondence, enquiry or complaint received from a data subject, regulator or other third party in connection with the processing of the Data (“Correspondence”). Each party shall promptly inform the other if it receives any Correspondence directly from a data subject in relation to the Data. Subject to obligations of confidentiality and polices on disclosure of information, where a party has a concern that the other party has not complied with this Addendum, the parties agree to exchange information to ascertain the cause of such non-compliance and take reasonable steps to remediate.
- Standard Contractual Clauses: Subject to Section 10, the parties agree that when the transfer of Personal Data from Publisher (as exporter) to PubMatic (as importer) is a Restricted Transfer and European Data Protection Law applies, the transfer shall be subject to the Standard Contractual Clauses, which shall be deemed incorporated into and shall form part of this Addendum, as follows:
(a) in relation to transfers of Personal Data protected by the GDPR, the Standard Contractual Clauses shall apply, completed as follows: (i) in Clause 7, the optional docking clause will apply, (ii) in Clause 11, the optional language will not apply; (iii) in Clause 17, Option 1 will apply, and the Standard Contractual Clauses will be governed by laws of Ireland; (iv) in Clause 18(b), disputes shall be resolved before the courts of Ireland; (v) Annex I of the Standard Contractual Clauses shall be deemed completed with the information set out in Annex A to this Addendum; and (vii) Annex II of the Standard Contractual Clauses shall be deemed completed with the information set out in Annex B to this Addendum;
(b) in relation to transfers of Personal Data protected by UK Privacy Law, the Standard Contractual Clauses shall also apply completed in accordance with paragraph (a) above, but as modified and interpreted by Part2: Mandatory Clauses of the UK Addendum, which shall be deemed executed by the parties and incorporated into and form an integral part of this Addendum. In addition, Tables 1 to 3 in Part 1 of the UK Addendum shall be completed respectively with the information set out in Annexes A and B of this Addendum and Table 4 in Part 1 shall be deemed completed by selecting “neither party”; and
(c) in relation to transfers of Personal Data protected by the Swiss DPA, the Standard Contractual Clauses shall also apply completed in accordance with paragraph (a) above, with the following modifications: (i) references to “Regulation (EU) 2016/679” shall be interpreted as references to the Swiss DPA; (ii) references to specific Articles of “Regulation (EU) 2016/679” shall be replaced with the equivalent article or section of the Swiss DPA; (iii) references to “EU”, “Union”, “Member State” and “Member State law” shall be replaced with references to “Switzerland”, or “Swiss law”; (iv) the term “member state” shall not be interpreted in such a way as to exclude data subjects in Switzerland from the possibility of suing for their rights in their place of habitual residence (i.e., Switzerland); (v) Clause 13(a) and Part C of Annex A are not used and the “competent supervisory authority” is the Swiss Federal Data Protection Information Commissioner; (vi) references to the “competent supervisory authority” and “competent courts” shall be replaced with references to the “Swiss Federal Data Protection Information Commissioner” and “applicable courts of Switzerland”; (vii) in Clause 17, the Standard Contractual Clauses shall be governed by the laws of Switzerland; and (viii) Clause 18(b) shall state that disputes shall be resolved before the applicable courts of Switzerland,
It is not the intention of either party to contradict or restrict any of the provisions set forth in the Standard Contractual Clauses. Accordingly, if and to the extent the Standard Contractual Clauses conflict with any provision of the Agreement, including this Addendum, the Standard Contractual Clauses shall prevail to the extent of such conflict.
- Adequacy Mechanisms: The terms of the Standard Contractual Clauses will not apply where and to the extent PubMatic (as data importer) and the applicable transfer of Personal Data are covered by an alternative, suitable framework or other legally adequate transfer mechanism recognized by the relevant authorities or courts as providing an adequate level of protection or appropriate safeguards for Personal Data (provided that it is deemed legally valid in jurisdictions subject to European Data Protection Law), including any U.S. – EU cross-border data transfer program which supersedes the Privacy Shield (an “Adequacy Mechanism”). Where an Adequacy Mechanism applies, PubMatic shall process the Personal Data in compliance with the Adequacy Mechanism and the Standard Contractual Clauses shall not apply.
- Alternative Transfer Mechanisms: The parties agree that if European Data Protection Law no longer allows the lawful transfer of Personal Data under the Standard Contractual Clauses and/or a relevant regulator or court of competent jurisdiction requires the parties to adopt additional measures (“Additional Measures“) or an alternative data export solution (“Alternative Transfer Mechanism“) to enable the lawful transfer of Data outside of Europe and such requirements are not satisfied by an Adequacy Mechanism in line with Section 10 above (if applicable), both parties agree to cooperate and agree any Additional Measures or Alternative Transfer Mechanism that may be required (but only to the extent such Additional Measures or Alternative Transfer Mechanism extend to the territories to which Data is transferred).
- Contact. Publisher shall notify PubMatic of an individual within its organization authorized to respond from time to time to enquiries regarding the Data and shall deal with such enquiries promptly. The individual within PubMatic authorized to respond from time to time to enquiries regarding the Data and who shall deal with such enquiries promptly can be contactable here: firstname.lastname@example.org (or such other contact as may be communicated to Publisher from time to time).
- Changes in Law. In the event that there is a change in the Privacy Requirements that apply to the processing of Data, that would, in the reasonable opinion of a party, require changes to the PubMatic Products, the means by which the PubMatic Products are provided or used and/or terms and conditions of this Addendum, that party reserves the right (acting reasonably) to request such changes; provided that, to the extent possible, the party requesting the change will provide at least thirty (30) days prior written notice (including by email) of such changes and agrees to discuss such changes in good faith. If the requested changes will cause a material harm to any party (which includes for the avoidance of doubt, causing a party to be in breach of European Data Protection Law) or materially alter any party’s provision or use (as applicable) of the PubMatic Products, such party may terminate the Agreement for the affected PubMatic Products upon written notice without liability for such termination.
- Security:Both parties shall implement appropriate technical and organizational measures to protect the copy of the Data in their possession or control (i) from accidental or unlawful destruction, and (ii) loss, alteration, unauthorized disclosure of, or access to the Data.
- General:Except for the changes made by this Addendum, the Agreement remains unchanged and in full force and effect. If there is any conflict between any provision in this Addendum and any provision in the Agreement, this Addendum controls and takes precedence. With effect from the effective date, this Addendum is part of, and incorporated into the Agreement. To the extent there are any prior agreements with regard to the subject matter of this Addendum, this Addendum supersedes and replaces such prior agreements. This Addendum shall survive termination or expiry of the Agreement. Upon termination or expiry of the Agreement PubMatic may continue to process the Data provided that such processing complies with the requirements of this Addendum and the Privacy Requirements. This Addendum may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement. This Addendum may be executed via a recognized electronic signature service or delivered by facsimile transmission, or may be signed, scanned and emailed, and any such signatures shall be treated as original signatures for all applicable purposes.
Description of the Transfer
- List of Parties
Controller/ Data exporter:
|Contact person’s name, position and contact details:||See Agreement|
|Activities relevant to the data transferred under these Clauses:||See Section B (description of Transfer) below.|
|Signature and date:||See Agreement|
Controller / Data importer:
|Address:||601 Marshall Street, Redwood City, CA 94063|
|Contact person’s name, position and contact details:||DPO, contactable at email@example.com|
|Activities relevant to the data transferred under these Clauses:||See Section B (description of Transfer) below.|
|Signature and date:||See Agreement|
- Description of Transfer
Defined terms are as set out in the Data Processing Addendum agreed between the parties.
|Categories of data subjects:||
|Categories of personal data:
Contact details (name, email, telephone) and professional details (role).
|Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialised training), keeping a record of access to the data, restrictions for onward transfers or additional security measures:
|The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis):
|End Users – Continuous
Publisher Personnel – Only where required to facilitate communication between the parties.
|Nature of the processing:
|Receipt, storage, use, processing for the purpose of the PubMatic ProductsProducts and business relationships.|
|Purpose(s) of the data transfer and further processing:
|End Users: For the Permitted Purposes (as defined in this Addendum)
Publisher Personnel: For business relationship and account management purposes.
|The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period:
Competent Supervisory Authority
The competent supervisory authority will be (i) for Personal Data protected by the GDPR, , determined in accordance with Clause 13 of the Standard Contractual Clauses; (ii) for Personal Data protected by the Swiss DPA, the Federal Data Protection and Information Commissioner (“FDPIC”); and (iii) for Personal Data protection by UK Privacy Law, the Information Commissioners Office (the “ICO”).
Technical and Organizational Measures
The technical and organizational measures implemented by PubMatic (including any relevant certifications) to maintain an appropriate level of security taking into account the nature, scope, context and purposes of the processing, and the risks for the rights and freedoms of natural persons, are as follows:
|Type of measure||Terms|
|Measures of pseudonymization and encryption of personal data||Description of technical measures in place to prevent re-identification
· PubMatic has implemented data minimization and privacy-by-design into its software development process to prevent personal data from being directly linkable to a data subject. This includes measures such as truncating coordinates of geolocation data and removing the last octet from IP addresses.
· PubMatic only works with pseudonymized identifiers and has management and organizational controls are in place to prohibit internal teams, any relevant partners and subprocessors, from re-identifying data processing in connection with the Agreement.
· If and when directly identifiable information were to be processed in connection with the services for addressability purposes, PubMatic will ensure that industry standard cryptographic techniques are immediately applied to such data, including but not limited to, hashing, to help ensure data cannot be reidentified by unauthorized parties.
· Advertising identifiers used by PubMatic to track devices and deliver ads are not persistent; they are designed to deprecate within a reasonable time frame.
· When activating/monetizing audiences, sensitive or directly identifiable personal data is not processed, but instead segment codes/deal codes are exchanged by the parties. PubMatic does not process any actual characteristics about data subjects in connection with the services.
· The data importer uses, as far as possible, encryption for the transport of personal data.
|Measures for ensuring ongoing confidentiality of processing systems and services||Description of measures in place to secure information stored on systems.
· PubMatic has implemented and maintains a written information security program and has implemented measures to ensure the integrity, availability and security of personal information, including regular vulnerability scans and endpoint protection.
· PubMatic limits the risk that personal data will be exposed by implementing a data retention schedule to systems that store personal data processed under the agreement.
· Operational, technical management level controls in place that ensure end-user data processed by the platform cannot be linked to a natural person’s identity. Confidentiality terms with personnel. Security program that aligns to industry good practices.
|Measures for ensuring ongoing integrity of processing systems and services||PubMatic has implemented and maintains an information security program that contains administrative, technical and physical safeguards appropriate to protect against anticipated threats to, confidentiality and integrity of, and the unauthorized or accidental destruction, loss, access, acquisition, alteration or use of, personal data, and that meets (i) reasonable security practices applicable to PubMatic’s industry; and (iii) any security requirements under the laws applicable company under applicable law.|
|Measures for ensuring ongoing availability and resilience of processing systems and services||PubMatic maintains personal data availability and resilience through a variety of technical, physical, and administrative measures.
Examples of these measures include: tolerant infrastructure with geographically distinct availability zones for redundant data; secured and monitored operational sites; and, processes and policies for topics such as incident response and review, and vendor review.
|Measures for ensuring the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident||· See response above.
· Further measures include regular backups, business continuity readiness plans, and disaster recovery plans.
|Processes for regularly testing, assessing and evaluating the effectiveness of technical and organizational measures in order to ensure the security of the processing||· At least once annually, security measures relevant to the processing of personal data are reviewed and tested for alignment with industry good practices.
· Security compliance has been integrated into Company’s product development practices, and the Company privacy, security and engineering teams collaborate regularly to ensure those standards are kept up to date.
|Measures for user identification and authorization||· PubMatic has in place procedures that comply with applicable law to authenticate requests from data subjects who have submitted rights request.
· PubMatic has operational and technical controls in place to ensure that access to systems that process personal data is only granted to authorized employees with a “need to know”.
· PubMatic has in place industry standard policies to ensure that unauthorized current and former personnel cannot improperly access systems that process personal data.
|Measures for the protection of Data during storage||· PubMatic does not process any sensitive personal information, and personal data processing is limited in scope, pseudonymized (i.e., cookie ID, user agent information, etc.) and cannot be directly identified with a natural person by PubMatic.
· Data is only stored for as long as necessary for Demand Partner’s legitimate business purposes and is subject to a data retention schedule.
· Personal data minimization procedures are in place with regard to personal data stored on PubMatic’s systems (e.g., last octet of IP address is redacted, certain unique identifiers that are not needed for RTB are not logged, etc.)
|Measures for ensuring physical security of locations at which personal data are processed||· Facilities involved in the processing of personal data are accessible only by authorized personnel. Technical controls in place to secure processing facilities include access controls, two-factor authentication, firewalls, and anti-malware. Personal data can only be accessed by personnel who have a need-to-know and whose access to such information is required in order to deliver advertising services under the Agreement.
· PubMatic provides personnel who access personal data with appropriate information security and data protection training. PubMatic maintains appropriate physical security measures at each facility where personal data is processed, including authentication of all personnel who access data centers, IT equipment having physical barriers designed to prevent access by unauthorized individuals, and manned reception areas or logbooks with visitor entry/exit dates and times.
|Measures for certification/assurance of processes and products||· PubMatic participates in industry certification and self-regulatory programs such as DAA, NAI Code of Practice. IAB TCF 2.0, and the IAB CCPA Compliance Framework.|
|Measures for ensuring data minimization||· Procedures are embedded in the system development process to minimize personal data collected and processed by the PubMatic (e.g., truncation of IP address, stripping of personal data when an impression will be monetized using contextual ad-targeting, no data collection from unconsented or improperly consented impressions).
· PubMatic has a dedicated technical privacy specialist whose role focuses is at least partly dedicated to reviewing the implementation of data minimization across the organization.
|Measures for ensuring accountability||· PubMatic performs a data mapping exercise that complies with Article 30 of GDPR and has created a record of processing activity to ascertain the scope of personal data processing activities performed by the organization.
· PubMatic has implemented a privacy program that is appropriate to the scope and nature of personal data processed that includes a personal data breach policy, data protection and legitimate interest assessments (where appropriate), appointment of a data protection officer (DPO), and data protection controls such as privacy by design.
· The foregoing measures are regularly reviewed (at least once annually) and updated to ensure alignment with applicable law and industry standards.
|Measures for allowing data portability and ensuring erasure||· PubMatic has implemented and maintains procedures to ensure data portability and erasure that comply with data protection laws. PubMatic has designated a data protection leader who is responsible for ensuring all requests from data subjects are reviewed and documented, including requests for erasure and copies of personal data, and that data subject requests are carried out timely and in accordance with law.|