CLOUDFLARE DATA PROCESSING ADDENDUM
Cloudflare, Inc. (“Cloudflare”) and the counterparty agreeing to these terms (“Customer”) have entered into an
Enterprise Subscription Agreement, Self-Serve Subscription Agreement or other written or electronic agreement for
the Services provided by Cloudflare (the “Main Agreement”). This Data Processing Addendum, including theappendices (the “DPA”), forms part of the Main Agreement.
This DPA will be effective, and will replace and supersede any previously applicable terms relating to their subject
matter (including any data processing amendment, agreement or addendum relating to the Services), from the dateon which Customer signed or the parties otherwise agreed to this DPA (“DPA Effective Date”).
If you are accepting this DPA on behalf of Customer, you warrant that: (a) you have full legal authority tobind Customer to this DPA; (b) you have read and understand this DPA; and (c) you agree, on behalf ofCustomer, to this DPA. If you do not have the legal authority to bind Customer, please do not accept this DPA.

DATA PROCESSING TERMS
This DPA applies where Cloudflare processes Personal Data as a Processor (or sub-Processor as applicable) on
behalf of Customer to provide the Services and such Personal Data is subject to Applicable Data Protection Laws (asdefined below).
The parties have agreed to enter into this DPA in order to ensure that appropriate safeguards are in place to protect
such Personal Data in accordance with Applicable Data Protection Laws. Accordingly, Cloudflare agrees to comply
with the following provisions with respect to any Personal Data that it processes as a Processor (or sub-Processor as
applicable) on behalf of Customer.
1.
1.1

Definitions
The following definitions are used in this DPA:a)

“Adequate Country” means a country or territory that is recognized under European Data Protection
Laws as providing adequate protection for Personal Data.

b) “Affiliate” means, with respect to a party, any corporate entity that, directly or indirectly, Controls, isControlled by, or is under Common Control with such party (but only for so long as such Control
exists).
c)“Applicable Data Protection Laws” means all laws and regulations that are applicable to theprocessing of Personal Data under the Main Agreement, including European Data Protection Laws andthe United States Data Protection Laws.

d) “Cloudflare Group” means Cloudflare and any of its Affiliates.
e)“Controller” means an entity that determines the purposes and means of the processing of Personal
Data, and includes “controller,” “business,” or analogous term as defined under the Applicable Data
Protection Laws.

f)“Customer Group” means Customer and any of its Affiliates.

Cloudflare, Inc. Data Processing Addendum, Version 6.2
November 9, 2023

g) “EU SCCs” means the contractual clauses annexed to the European Commission's Implementing
Decision 2021/914 of 4 June 2021 on standard contractual clauses for the transfer of Personal Data to
third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council.
h) “Data Privacy Framework” means the EU-U.S. Data Privacy Framework, the UK-U.S. extension to
the EU-U.S. Data Privacy Framework and the Swiss-US Data Privacy Framework as set forth by the
U.S. Department of Commerce.

i)“European Data Protection Laws” means all laws and regulations of the European Union, theEuropean Economic Area, their member states, Switzerland, and the United Kingdom applicable to theprocessing of Personal Data under the Main Agreement (including, where applicable, (i) Regulation
2016/679 of the European Parliament and of the Council on the protection of natural persons withregard to the Processing of Personal Data and on the free movement of such data (General Data
Protection Regulation) (the "EU GDPR"); (ii) the EU GDPR as saved into United Kingdom law byvirtue of section 3 of the United Kingdom's European Union (Withdrawal) Act 2018 and the UK Data
Protection Act 2018 (the "UK GDPR"); (iii) the Swiss Federal Act on Data Protection of 1 September
2023 and its corresponding ordinances (“Swiss FADP”); (iv) the EU e-Privacy Directive (Directive
2002/58/EC); and (v) any and all applicable national data protection laws made under, pursuant to orthat apply in conjunction with any of (i), (ii), (iii), (iv).

j)“Personal Data” means all data which is defined as ‘personal data’, ‘personal information’, or‘personally identifiable information’ (or analogous term) under Applicable Data Protection Laws.

k) “processing”, “data subject”, and “supervisory authority” shall have the meanings ascribed to themin European Data Protection Law.
l)

“Processor” means an entity which processes Personal Data on behalf of the Controller, including an
entity to which another entity discloses a natural individual’s personal information for a businesspurpose pursuant to a written contract that requires the entity receiving the information to only retain,use, or disclose Personal Data information for the purpose of providing the Services, and includes“processor,” “service provider,” or analogous term defined under the Applicable Data Protection Laws.

m) “Services” shall refer to all of the cloud-based solutions offered, marketed or sold by Cloudflare or its
authorized partners that are designed to increase the performance, security and availability of Internet
properties, applications and networks, along with any software, software development kits andapplication programming interfaces (“APIs”) made available in connection with the foregoing.
n) “Restricted Transfer” means: (i) where the EU GDPR or Swiss FADP applies, a transfer of Personal
Data from the European Economic Area or Switzerland (as applicable) to a country outside of theEuropean Economic Area or Switzerland (as applicable) which is not subject to an adequacy
determination by the European Commission or Swiss Federal Data Protection and Information
Commissioner (as applicable); and (ii) where the UK GDPR applies, a transfer of Personal Data fromthe 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. For the avoidance of doubt, a transfer
of Personal Data to the United States pursuant to the Data Privacy Framework shall not be a RestrictedTransfer.
o) “UK Addendum” means the International Data Transfer Addendum (Version B1.0) issued by the
Information Commissioner's Office under s.119(A) of the UK Data Protection Act 2018, as updated oramended from time to time.
p) “United States Data Protection Laws” means all laws and regulations of the United States applicableto the processing of Personal Data under the Main Agreement, including (a) the California Consumer
Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020 (Cal. Civ. Code §2

1798.100 - 1798.199, 2022) and its implementing regulations (collectively, the “CCPA”), (b) the
Virginia Consumer Data Protection Act, when effective, (c) the Colorado Privacy Act and its
implementing regulations, when effective, (d) the Utah Consumer Privacy Act, when effective; and (e)Connecticut SB6, An Act Concerning Personal Data Privacy and Online Monitoring, when effective.
1.2

An entity “Controls” another entity if it: (a) holds a majority of the voting rights in it; (b) is a member orshareholder of it and has the right to remove a majority of its board of directors or equivalent managing
body; (c) is a member or shareholder of it and controls alone or pursuant to an agreement with othershareholders or members, a majority of the voting rights in it; or (d) has the right to exercise a dominant
influence over it pursuant to its constitutional documents or pursuant to a contract; and two entities aretreated as being in “Common Control” if either controls the other (directly or indirectly) or both arecontrolled (directly or indirectly) by the same entity.

1.3

For the purposes of this DPA, “to provide” or “providing” the Services means delivering the Services as
defined in the Main Agreement;

2.

Status of the parties

2.1

The type of Personal Data processed pursuant to this DPA and the subject matter, duration, nature andpurpose of the processing, and the categories of data subjects, are as described in Annex 1.

2.2

Each party warrants in relation to Personal Data that it will comply with and provide the same level ofprivacy protection as required by the Applicable Data Protection Laws. As between the parties, theCustomer shall have sole responsibility for the accuracy, quality, and legality of Personal Data and themeans by which the Customer acquired Personal Data.

2.3

In respect of the parties' rights and obligations under this DPA regarding the Personal Data, the parties
acknowledge and agree that the Customer is the Controller (or a Processor processing Personal Data on
behalf of a third-party Controller), and Cloudflare is a Processor (or sub-Processor, as applicable).

2.4

If Customer is a Processor, Customer warrants to Cloudflare that Customer’s instructions and actions withrespect to the Personal Data, including its appointment of Cloudflare as another Processor and, whereapplicable, concluding the EU SCCs (including as they may be amended in clause 6.2 below), have been
(and will, for the duration of this DPA, continue to be) authorized by the relevant third-party Controller.

3.
3.1

Cloudflare obligations
With respect to all Personal Data it processes in its role as a Processor or sub-Processor, Cloudflare
warrants that it shall:(a)only process Personal Data for the limited and specified business purpose of providing theServices and in accordance with: (i) the Customer's written instructions as set out in the Main
Agreement and this DPA, unless required to do so by applicable Union or Member State law towhich Cloudflare is subject, and (ii) the requirements of Applicable Data Protection Laws. ​In theevent Cloudflare is required to process Personal Data under Applicable Data Protection Laws,
Cloudflare shall inform the Customer of that legal requirement before processing, unless that law
prohibits such information on important grounds of public interest;(b)

not use the Personal Data for the purposes of marketing or advertising;(c)

implement appropriate technical and organizational measures to ensure a level of security
appropriate to the risks that are presented by the processing of Personal Data, in particular
protection against the accidental or unlawful destruction, loss, alteration, unauthorized disclosureof, or access to Personal Data. Such measures include, without limitation, the security measures
set out in Annex 2 (“Security Measures”). Customer acknowledges that the Security Measures
are subject to technical progress and development and that Cloudflare may update or modify the3Security Measures from time to time, provided that such updates and modifications do not degrade
or diminish the overall security of the Service;(d)ensure that only authorized personnel have access to such Personal Data and that any persons
whom it authorizes to have access to the Personal Data are under contractual or statutory
obligations of confidentiality;(e)

without undue delay notify the Customer upon becoming aware of any 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 for the purpose of providing the Services
to Customer by Cloudflare, its sub-Processors, or any other identified or unidentified third party (a“Personal Data Breach”) and provide the Customer with reasonable cooperation and assistancein respect of that Personal Data Breach, including all reasonable information in Cloudflare’s
possession concerning such Personal Data Breach insofar as it affects the Personal Data;(f)not make any public announcement about a Personal Data Breach (a “Breach Notice”) without theprior written consent of the Customer, unless required by applicable law;(g)to the extent Cloudflare is able to verify that a data subject is associated with the Customer,
promptly notify the Customer if it receives a request from a data subject to exercise any dataprotection rights (including rights of access, rectification or erasure) in respect of that data
subject’s Personal Data (a “Data Subject Request”). Cloudflare shall not respond to a Data
Subject Request without the Customer’s prior written consent except to confirm that such request
relates to the Customer, to which the Customer hereby agrees;(h)to the extent Cloudflare is able, and in line with applicable law, provide reasonable assistance toCustomer in responding to a data subject request to exercise any data protection rights under
Applicable Data Protection Laws (including rights of access, rectification or erasure) in respect ofthat data subject’s Personal Data if the Customer does not have the ability to address a Data
Subject Request without Cloudflare’s assistance. The Customer is responsible for verifying thatthe requestor is the data subject in respect of whose Personal Data the request is made. Cloudflarebears no responsibility for information provided in good faith to Customer in reliance on thissubsection. Customer shall cover all costs incurred by Cloudflare in connection with its provisionof such assistance;(i)other than to the extent required to comply with applicable law, following termination or expiry of
the Main Agreement or completion of the Service, at the choice of Customer, delete or return all
Personal Data (including copies thereof) processed pursuant to this DPA;(j)taking into account the nature of processing and the information available to Cloudflare, provide
such assistance to the Customer as the Customer reasonably requests in relation to Cloudflare’s
obligations under Applicable Data Protection Laws with respect to:(i)data protection impact assessments and prior consultations (as such terms are defined in
Applicable Data Protection Laws);(ii)

notifications to the supervisory authority under Applicable Data Protection Laws and/or
communications to data subjects by the Customer in response to any Personal Data
Breach; and(iii)

the Customer’s compliance with its obligations under Applicable Data Protection Laws
with respect to the security of processing;provided that the Customer shall cover all costs incurred by Cloudflare in connection with its
provision of such assistance; and

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(k)

notify Customer if, in Cloudflare’s opinion, any instructions provided by the Customer underclause 3.1(a) infringe Applicable Data Protection Laws, or if Cloudflare otherwise makes adetermination that it can no longer meet its obligations under Applicable Data Protection Laws

3.2

To the extent that Cloudflare is processing Personal Data on behalf of the Customer within the scope of the
CCPA, Cloudflare makes the following additional commitments to Customer: Cloudflare will not retain,use, or disclose that Personal Data for any purposes other than the purposes set out in the Main Agreement
and this DPA and as permitted under the CCPA, including under any “sale” exemption. Cloudflare will not“sell” or “share” such Personal Data, as those terms are defined in the CCPA. This clause 3.2 does not limit
or reduce any data protection commitments Cloudflare makes to Customer in the Main Agreement or this
DPA.

3.3

Cloudflare certifies that it understands and will comply with the obligations and restrictions in clauses 2
and 3, and the Applicable Data Protection Laws.

4.

Sub-processing

4.1

Cloudflare will disclose Personal Data to sub-Processors only for the specific purpose of providing theServices.

4.2

Cloudflare will ensure that any sub-Processor it engages to provide an aspect of the Service on its behalf inconnection with this DPA does so only on the basis of a written contract which imposes on such
sub-Processor terms (i.e., data protection obligations) that are no less protective of Personal Data than those
imposed on Cloudflare in this DPA (the “Relevant Terms”). Cloudflare shall procure the performance bysuch sub-Processor of the Relevant Terms and shall be liable to the Customer for any breach by such
sub-Processor of any of the Relevant Terms.

4.3

The Customer grants a general written authorization: (a) to Cloudflare to appoint other members of the
Cloudflare Group as sub-Processors, and (b) to Cloudflare and other members of the Cloudflare Group to
appoint third party data center operators, and business, engineering and customer support providers as
sub-Processors to support the performance of the Service.

4.4

Cloudflare will maintain a list of sub-Processors at https://www.cloudflare.com/gdpr/subprocessors/ andwill add the names of new and replacement sub-Processors to the list at least thirty (30) days prior to thedate on which those sub-Processors commence processing of Personal Data. If Customer objects to any
new or replacement sub-Processor on reasonable grounds related to data protection, it shall notify
Cloudflare of such objections in writing within ten (10) days of the notification and the parties will seek toresolve the matter in good faith. If Cloudflare is reasonably able to provide the Service to the Customer inaccordance with the Main Agreement without using the sub-Processor and decides in its discretion to do so,then Customer will have no further rights under this clause 4.4 in respect of the proposed use of the
sub-Processor. If Cloudflare, in its discretion, requires use of the sub-Processor and is unable to satisfy
Customer’s objection regarding the proposed use of the new or replacement sub-Processor, then Customer
may terminate the applicable Order Form effective upon the date Cloudflare begins use of such new or
replacement sub-Processor solely with respect to the Service(s) that will use the proposed new
sub-Processor for the processing of Personal Data. If Customer does not provide a timely objection to any
new or replacement sub-Processor in accordance with this clause 4.4, Customer will be deemed to haveconsented to the sub-Processor and waived its right to object.

5.
5.1

Audit and records
Cloudflare shall, in accordance with Applicable Data Protection Laws, make available to Customer suchinformation in Cloudflare’s possession or control as Customer may reasonably request with a view todemonstrating Cloudflare’s compliance with the obligations of Processors under Applicable Data
Protection Laws in relation to its processing of Personal Data.

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5.2

Cloudflare may fulfill Customer’s right of audit under Applicable Protection Laws in relation to Personal
Data, by providing:(a) an audit report not older than thirteen (13) months, prepared by an independent external auditor
demonstrating that Cloudflare’s technical and organizational measures are sufficient and in accordancewith an accepted industry audit standard;(b) additional information in Cloudflare’s possession or control to a data protection supervisory authority
when it requests or requires additional information in relation to the processing of Personal Datacarried out by Cloudflare under this DPA; and(c) To the extent that Customer’s Personal Data is subject to the EU SCCs and the information madeavailable pursuant to this clause 5.2 is insufficient, in Customer’s reasonable judgment, to confirm
Cloudflare’s compliance with its obligations under this DPA or Applicable Data Protection Laws, thenCloudflare shall enable Customer to request one onsite audit per annual period during the Term (asdefined in the Main Agreement) to verify Cloudflare’s compliance with its obligations under this DPA
in accordance with clause 5.3.

5.3

The following additional terms shall apply to audits the Customer requests:(a) Customer must send any requests
customer-compliance@cloudflare.com.

forreviewsofCloudflare’s

auditreportsto(b) Following receipt by Cloudflare of a request for audit under clause 5.2(c), Cloudflare and Customer
will discuss and agree in advance on the reasonable start date, scope, duration of, and security andconfidentiality controls applicable to any audit under clause 5.2(c). Whenever possible, evidence forsuch an audit will be limited to the evidence collected for Cloudflare’s most recent third-party audit.
(c) Cloudflare may charge a fee (based on Cloudflare’s reasonable costs) for any audit under clause 5.2(c).
Cloudflare will provide Customer with further details of any applicable fee, and the basis of its
calculation, in advance of any such audit. Customer will be responsible for any fees charged by any
auditor appointed by Customer to execute any such audit.
(d) Cloudflare may object in writing to an auditor appointed by Customer to conduct any audit underclause 5.2(c) if the auditor is, in Cloudflare’s reasonable opinion, not suitably qualified or independent,
a competitor of Cloudflare, or otherwise manifestly unsuitable (i.e., an auditor whose engagement may
have a harmful impact on Cloudflare’s business comparable to the aforementioned aspects). Any suchobjection by Cloudflare will require Customer to appoint another auditor or conduct the audit itself. If
the EU SCCs (including as they may be amended in clause 6.2 below) applies, nothing in this clause
5.3 varies or modifies the EU SCCs nor affects any supervisory authority’s or data subject’s rights
under the EU SCCs.
6.

Data transfers from the EEA, Switzerland, and the UK

6.1

In connection with the Service, the parties anticipate that Cloudflare (and its sub-Processors) may process
outside of the European Economic Area (“EEA”), Switzerland, and the United Kingdom, certain Personal
Data protected by European Data Protection Laws in respect of which Customer or a member of the
Customer Group may be a Controller (or Processor on behalf of a third-party Controller, as applicable).

6.2

The parties agree that when the transfer of Personal Data protected by European Data Protection Laws from
Customer or any member of the Customer Group to Cloudflare is a Restricted Transfer, then theappropriate standard contractual clauses and additional safeguards shall apply as follows:(a)

EU Transfers: in relation to Personal Data that is protected by the EU GDPR, the EU SCCs will
apply, completed as follows:

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(b)

(c)

(i)

Module Two will apply where Customer (or the relevant member of the Customer Group)
is a Controller and Module Three will apply where Customer (or the relevant member of
the Customer Group) is a Processor;(ii)

in Clause 7, the optional docking clause will apply;(iii)

in Clause 9, Option 2 will apply, and the time period for prior notice of sub-Processorchanges shall be as set out in Clause 4.4 of this DPA;

(iv)

in Clause 11, the optional language will not apply;(v)

in Clause 17, Option 2 will apply, and if the data exporter’s Member State does not allow
for third-party beneficiary rights, then the law of Germany shall apply;(vi)

in Clause 18(b), disputes shall be resolved before the courts of the jurisdiction governing
the Main Agreement between the parties or, if that jurisdiction is not an EU Member
State, then the courts in Munich, Germany. In any event, Clause 17 and 18 (b) shall beconsistent in that the choice of forum and jurisdiction shall fall on the country of thegoverning law;(vii)

Annex I of the EU SCCs shall be deemed completed with the information set out inAnnex 1 to this DPA; and(viii)

Annex II of the EU SCCs shall be deemed completed with the information set out inAnnex 2 to this DPA.

UK Transfers: in relation to Personal Data that is protected by the UK GDPR, the EU SCCs,
completed as set out above in clause 6.2(a) of this DPA, shall apply to transfers of such Personal
Data, except that:(i)

The EU SCCs shall be deemed amended as specified by the UK Addendum, which shallbe deemed executed between the transferring Customer (or the relevant member of the
Customer Group) and Cloudflare;(ii)

Any conflict between the terms of the EU SCCs and the UK Addendum shall be resolvedin accordance with Section 10 and Section 11 of the UK Addendum;(iii)

For the purposes of the UK Addendum, Tables 1 to 3 in Part 1 of the UK Addendum shallbe deemed completed using the information contained in the Annexes of this DPA; and(iv)

Table 4 in Part 1 of the UK Addendum shall be deemed completed by selecting “neither
party.”

Swiss Transfers: in relation to Personal Data that is protected by the Swiss FADP (as amended or
replaced), the EU SCCs, completed as set out about in clause 6.2(a) of this DPA, shall apply totransfers of such Personal Data, except that:(i)the competent supervisory authority in respect of such Personal Data shall be the Swiss
Federal Data Protection and Information Commissioner;(ii)

in Clause 17, the governing law shall be the laws of Switzerland;(iii)

references to “Member State(s)” in the EU SCCs shall be interpreted to refer to
Switzerland, and data subjects located in Switzerland shall be entitled to exercise andenforce their rights under the EU SCCs in Switzerland; and

7

(iv)

(d)

(e)

references to the “General Data Protection Regulation”, “Regulation 2016/679” or“GDPR” in the EU SCCs shall be understood to be references to the Swiss FADP (asamended or replaced).

The following terms shall apply to the EU SCCs (including as they may be amended under clauses
6.2(b)(ii) and 6.2(b)(iii) above):(i)

Customer may exercise its right of audit under the EU SCCs as set out in, and subject tothe requirements of, clause 5 of this DPA; and(ii)

Cloudflare may appoint sub-Processors as set out in, and subject to the requirements of,clauses 4 and 6.3 of this DPA, and Customer may exercise its right to object to
sub-Processors under the EU SCCs in the manner set out in clause 4.4 of this DPA.

In the event that any provision of this DPA contradicts, directly or indirectly, the EU SCCs (andthe UK Addendum, as appropriate), the latter shall prevail.

6.3

In respect of Restricted Transfers made to Cloudflare under clause 6.2, Cloudflare shall not participate in(nor permit any sub-Processor to participate in) any further Restricted Transfers of Personal Data (whether
as an “exporter” or an “importer” of the Personal Data) unless such further Restricted Transfer is made infull compliance with Applicable Data Protection Laws and, if applicable, any EU SCCs and/or UK
Addendum implemented between Customer and Cloudflare.

6.4

Customer acknowledges that Cloudflare complies with the Data Privacy Framework and that transfers of
Customer Data to Cloudflare made under the Data Privacy Framework shall not be a Restricted Transfer.
Cloudflare will notify Customer if its Data Privacy Framework certification lapses or is otherwise
invalidated, in which instance any transfers of Personal Data from Customer to Cloudflare shallimmediately be deemed a Restricted Transfer and the provisions of Section 6.2 shall apply.

6.5

In the event Customer seeks to conduct any assessment of the adequacy of Cloudflare’s transfers to any
particular countries or regions, Cloudflare shall, to the extent it is able, provide reasonable assistance toCustomer for the purpose of any such assessment, provided Customer shall cover all costs incurred by
Cloudflare in connection with its provision of such assistance.

7.
7.1

7.2

Third Party Data Access Requests
If Cloudflare becomes aware of any third party legal process requesting Personal Data that Cloudflareprocesses on behalf of Customer in its role as Processor or sub-Processor (as applicable) then Cloudflare
will:
(a)

immediately notify Customer of the request unless such notification is legally prohibited;(b)

inform the third party that it is a Processor or sub-Processor (as applicable) of the Personal Dataand is not authorized to disclose the Personal Data without Customer’s consent;(c)disclose to the third party the minimum necessary Customer contact details to allow the third party
to contact the Customer and instruct the third party to direct its data request to Customer; and(d)to the extent Cloudflare provides access to or discloses Personal Data in response to third party
legal process either with Customer authorization or due to a mandatory legal compulsion, thenCloudflare will disclose the minimum amount of Personal Data to the extent it is legally required
to do so and in accordance with the applicable legal process.

In Cloudflare’s role as a Processor or sub-Processor, as applicable, it may be subject to third party legal
process issued by a government authority (including a judicial authority) and requesting access to or8

disclosure of Personal Data. If Cloudflare becomes aware of any third party legal process issued by agovernment authority (including a judicial authority) requesting Personal Data that Cloudflare processes onbehalf of Customer in its role as Processor or sub-Processor (as applicable) then, to the extent that
Cloudflare reviews the request with reasonable efforts and as a result is able to identify that such third party
legal process requesting Personal Data raises a conflict of law, Cloudflare will:(a)take all actions identified in clause 7.1 above;(b)

pursue legal remedies prior to producing Personal Data up to an appellate court level; and(c)not disclose Personal Data until (and then only to the extent) required to do so under applicable
procedural rules.

7.3

Clauses 7.1 and 7.2 shall not apply in the event that Cloudflare has a good-faith belief the government
request is necessary due to an emergency involving the danger of death or serious physical injury to anindividual. In such event, Cloudflare shall notify Customer of the data disclosure as soon as possible
following the disclosure and provide Customer with full details of the same, unless such disclosure islegally prohibited.

7.4

Cloudflare will provide Customer with regular updates about third party legal process requesting Personal
Data in the form of Cloudflare’s semiannual Transparency Report, which is available athttps://www.cloudflare.com/transparency/.

7.5

As of the date Customer entered into this DPA with Cloudflare, Cloudflare makes the commitments listed
below.
Cloudflare
will
updatethesecommitments
as
may
be
requiredathttps://www.cloudflare.com/transparency/:

8.

(a)

Cloudflare has never turned over our encryption or authentication keys or our customers'
encryption or authentication keys to anyone.

(b)

Cloudflare has never installed any law enforcement software or equipment anywhere on our
network.

(c)

Cloudflare has never provided any law enforcement organization a feed of our customers' content
transiting our network.

(d)Cloudflare has never weakened, compromised, or subverted any of its encryption at the request oflaw enforcement or another third party.

General

8.1

This DPA is without prejudice to the rights and obligations of the parties under the Main Agreement whichshall continue to have full force and effect. In the event of any conflict between the terms of this DPA andthe terms of the Main Agreement, the terms of this DPA shall prevail so far as the subject matter concerns
the processing of Personal Data.

8.2

Cloudflare’s liability under or in connection with this DPA, including under the EU SCCs, is subject to the
exclusions and limitations on liability contained in the Main Agreement. In no event does Cloudflare limit
or exclude its liability towards data subjects or competent data protection authorities.

8.3

Except where and to the extent expressly provided in the EU SCCs or required as a matter of Applicable
Data Protection Laws, this DPA does not confer any third-party beneficiary rights; it is intended for the
benefit of the parties hereto and their respective permitted successors and assigns only, and is not for the
benefit of, nor may any provision hereof be enforced by, any other person.

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8.4

This DPA and any action related thereto shall be governed by and construed in accordance with the laws as
specified in the Main Agreement, without giving effect to any conflicts of laws principles. The parties
consent to the personal jurisdiction of, and venue in, the courts specified in the Main Agreement.

8.5

If any provision of this DPA is, for any reason, held to be invalid or unenforceable, the other provisions of
the DPA will remain enforceable. Without limiting the generality of the foregoing, Customer agrees thatclause 8.2 (Limitation of Liability) will remain in effect notwithstanding the unenforceability of any
provision of this DPA.

8.6

This DPA is the final, complete and exclusive agreement of the parties with respect to the subject matterhereof and supersedes and merges all prior discussions and agreements between the parties with respect tosuch subject matter.

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Annex 1
Data Processing Description
This Annex 1 forms part of the DPA and describes the processing that Cloudflare will perform on behalf ofCustomer.
A.

LIST OF PARTIES

Data exporter(s): Customer to complete the right-hand column.
1.

Name:

As stated in the Main Agreement

Customer and any Customer Affiliates described in the Main
Agreement.
Address:

As stated in the Main Agreement

Addresses of Customer and any Customer Affiliates described in theMain Agreement (or otherwise notified by Customer to Cloudflare)
Contact person’s name, position and contact details:

As stated in the Main Agreement

Activities relevant to the data transferred under this DPA and the EU
SCCs:

Use of the Service pursuant to theMain Agreement.

Signature and date:This Annex 1 shall be deemed
executed upon execution of the
DPA.

Role (controller/processor):

Controller (or Processor on behalfof a third-party Controller).

Data importer(s):
1.

Name:

Cloudflare, Inc.

Address:

101 Townsend Street
San Francisco, CA 94107
USA

Contact person’s name, position and contact details:

Emily Hancock
Data Protection Officer
legal@cloudflare.com

Activities relevant to the data transferred under this DPA and the EU
SCCs:

Processing necessary to provide theService to Customer, pursuant to
the Main Agreement.

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В.

Signature and date:This Annex 1 shall be deemed
executed upon execution of the
DPA.

Role (controller/processor):

Processor (or sub-Processor)

DESCRIPTION OF DATA PROCESSING AND TRANSFER

Categories of data subjects whose Personal Data istransferred:

Natural persons that (i) access or use Customer’sdomains, networks, websites, application programming
interfaces (“APIs”), and applications, or (ii)
Customers’ employees, agents, or contractors who
access or use the Services, such as Cloudflare Zero
Trust end users, (together, “End Users”).
Natural persons with login credentials for a Cloudflareaccount and/or those who administer any of theServices for a Customer (“Administrators”).

Categories of Personal Data transferred:

In relation to End Users:●

Any Personal Data processed in Customer
Logs, such as IP addresses, and in the case of
Cloudflare Zero Trust, Cloudflare Zero Trustend user names and email addresses.
“Customer Logs” means any logs of End
Users’ interactions with Customer’s Internet
Properties and the Service that are madeavailable to Customer via the Service
dashboard or other online interface during theTerm by Cloudflare.

●

Any Personal Data processed in Customer
Content, the extent of which is determined
and controlled by the Customer in its sole
discretion. “Customer Content” means any
files, software, scripts, multimedia images,
graphics, audio, video, text, data, or otherobjects originating or transmitted from orprocessed by any Internet Properties owned,
controlled or operated by Customer or
uploaded by Customer through the Service,
and routed to, passed through, processed
and/or cached on or within, Cloudflare’s
network or otherwise transmitted or routed
using the Service by Customer.

In relation to Administrative Users:
●

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Any
Personal
Data
processedinAdministrative User audit logs, such as IP
addresses and email addresses.

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 specialized training), keeping a recordof access to the data, restrictions for onward transfers
or additional security measures:

Customer, its End Users, Administrators, and/or otherpartners may upload content to Customer's online
properties which may include special categories ofdata, the extent of which is determined and controlled
by the Customer in its sole discretion.
Such special categories of data include, but may not belimited to, information revealing racial or ethnic
origins, political opinions, religious or philosophicalbeliefs, trade-union membership, and the processing ofdata concerning an individual’s health or sex life.
Any such special categories of data shall be protectedby applying the security measures described in Annex
2.

The frequency of the transfer (e.g. whether the data istransferred on a one-off or continuous basis):

Continuous for the duration of the Main Agreement.

Nature of the processing:Processing necessary to provide the Services to
Customer in accordance with the documented
instructions provided in the Main Agreement and this
DPA.

Purpose(s) of the data transfer and further processing:Processing necessary to provide the Services to
Customer in accordance with the documented
instructions provided in the Main Agreement and thisDPA.

The period for which the Personal Data will be
retained, or, if that is not possible, the criteria used todetermine that period:

Until the earliest of (i) expiry/termination of the Main
Agreement, or (ii) the date upon which processing is
no longer necessary for the purposes of either party
performing its obligations under the Main Agreement(to the extent applicable).

For transfers to (sub-) Processors, also specify subject
matter, nature and duration of the processing:

The subject matter, nature and duration of theprocessing shall be as specified in the Main
Agreement.

C.

COMPETENT SUPERVISORY AUTHORITY

Identify the competent supervisory authority/ies inaccordance (e.g. in accordance with Clause 13 of the
EU SCCs)

In respect of the EU SCCs, means the competentsupervisory authority determined in accordance with
Clause 13 of the EU SCCs.
In respect of the UK Addendum, means the UK
Information Commissioner's Office.

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Annex 2
Technical and Organizational Security Measures
Cloudflare has implemented and shall maintain an information security program in accordance with ISO/IEC 27000
standards. Cloudflare’s security program shall include:
Measures of encryption of Personal Data
Cloudflare implements encryption to adequately protect Personal Data using:● state-of-the-art encryption protocols designed to provide effective protection against active andpassive attacks with resources known to be available to public authorities;● trustworthy public-key certification authorities and infrastructure;● effective encryption algorithms and parameterization, such as a minimum of 128-bit key lengths
for symmetric encryption, and at least 2048-bit RSA or 256-bit ECC key lengths for asymmetricalgorithms.
Measures for ensuring ongoing confidentiality, integrity, availability and resilience of processing systems andservices
Cloudflare enhances the security of processing systems and services in production environments by:● employing a code review process to increase the security of the code used to provide the Services;and testing code and systems for vulnerabilities before and during use;
● maintaining an external bug bounty program;● using checks to validate the integrity of encrypted data, and● employing preventative and reactive intrusion detection.
Cloudflare deploys high-availability systems across geographically-distributed data centers.
Cloudflare implements input control measures to protect and maintain the confidentiality of Personal Data
including:● an authorization policy for the input, reading, alteration and deletion of data;● authenticating authorized personnel using unique authentication credentials (passwords) and hardtokens;● automatically signing-out user IDs after a period of inactivity;● protecting the input of data, as well as the reading, alteration and deletion of stored data; and● requiring that data processing facilities (the rooms housing the computer hardware and related
equipment) are kept locked and secure.
Measures for ensuring the ability to restore the availability and access to Personal Data in a timely manner in theevent of a physical or technical incident
Cloudflare implements measures to ensure that Personal Data is protected from accidental destruction orloss, including by maintaining:● disaster-recovery and business continuity plans and procedures;● geographically-distributed data centers;● redundant infrastructure, including power supplies and internet connectivity;● backups stored at alternative sites and available for restore in case of failure of primary systems;and● incident management procedures that are regularly tested.

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Processes for regularly testing, assessing and evaluating the effectiveness of technical and organizational measuresin order to ensure the security of the processing
Cloudflare’s technical and organizational measures are regularly tested and evaluated by external
third-party auditors as part of Cloudflare’s Security & Privacy Compliance Program. These may include
annual ISO/IEC 27001 audits; AICPA SOC 2 Type II; PCI DSS Level 1; and other external audits.
Measures are also regularly tested by internal audits, as well as annual and targeted risk assessments.
Measures for user identification and authorization
Cloudflare implements effective measures for user authentication and privilege management by:● applying a mandatory access control and authentication policy;● applying a zero-trust model of identification and authorization;● authenticating authorized personnel using unique authentication credentials and strong
multi-factor authentication, including requiring the use of physical hard tokens;● allocating and managing appropriate privileges according to role, approvals, and exception
management; and● applying the principle of least privilege access.
Measures for the protection of data during transmission
Cloudflare implements effective measures to protect Personal Data from being read, copied, altered ordeleted by unauthorized parties during transmission, including by:● using state-of-the-art transport encryption protocols designed to provide effective protection
against active and passive attacks with resources known to be available to public authorities;● using trustworthy public-key certification authorities and infrastructure;● implementing protective measures against active and passive attacks on the sending and receiving
systems providing transport encryption, such as adequate firewalls, mutual TLS encryption, API
authentication, and encryption to protect the gateways and pipelines through which data travels, aswell as testing for software vulnerabilities and possible backdoors;● employing effective encryption algorithms and parameterization, such as a minimum of 128-bit
key lengths for symmetric encryption, and at least 2048-bit RSA or 256-bit ECC key lengths forasymmetric algorithms;● using correctly implemented and properly maintained software, covered under a vulnerability
management program, and tested for conformity by auditing;● enforcing secure measures to reliably generate, manage, store and protect encryption keys; and● audit logging, monitoring, and tracking data transmissions.
Measures for the protection of data during storage
Cloudflare implements effective measures to protect Personal Data during storage, controlling and limiting
access to data processing systems, and by:● using state-of-the-art encryption protocols designed to provide effective protection against active
and passive attacks with resources known to be available to public authorities;● using trustworthy public-key certification authorities and infrastructure;● testing systems storing data for software vulnerabilities and possible backdoors;● employing effective encryption algorithms and parameterization, such as requiring all disks
storing Personal Data to be encrypted with AES-XTS using a key length of 128-bits or longer.
● using correctly implemented and properly maintained software, covered under a vulnerability
management program, and tested for conformity by auditing;● enforcing secure measures to reliably generate, manage, store and protect encryption keys;● identifying and authorizing systems and users with access to data processing systems;● automatically signing-out users after a period of inactivity; and● audit logging, monitoring, and tracking access to data processing and storage systems.

5Cloudflare implements access controls to specific areas of data processing systems to ensure only
authorized users are able to access the Personal Data within the scope and to the extent covered by theirrespective access permission (authorization) and that Personal Data cannot be read, copied or modified or
removed without authorization. This shall be accomplished by various measures including:● employee policies and training in respect of each employee’s access rights to the Personal Data;● applying a zero-trust model of user identification and authorization;● authenticating authorized personnel using unique authentication credentials and strong multi-factor
authentication, including requiring the use of physical hard tokens;● monitoring actions of those authorized to delete, add or modify Personal Data;● release data only to authorized persons, including the allocation of differentiated access rights androles; and● controlling access to data, with controlled and documented destruction of data.
Measures for ensuring physical security of locations at which Personal Data are processed
Cloudflare maintains and implements effective physical access control policies and measures in order toprevent unauthorized persons from gaining access to the data processing equipment (namely database andapplication servers, and related hardware) where the Personal Data are processed or used, including by:● establishing secure areas;● protecting and restricting access paths;● establishing access authorizations for employees and third parties, including the respective
documentation;● all access to data centers where Personal Data are hosted are logged, monitored, and tracked; and● data centers where Personal Data are hosted are secured by security alarm systems, and otherappropriate security measures.
Measures for ensuring events logging
Cloudflare has implemented a logging and monitoring program to log, monitor and track access to personaldata, including by system administrators and to ensure data is processed in accordance with instructions
received. This is accomplished by various measures, including:● authenticating authorized personnel using unique authentication credentials and strong multi-factor
authentication, including requiring the use of physical hard tokens;● applying a zero-trust model of user identification and authorization;● maintaining updated lists of system administrators’ identification details;● adopting measures to detect, assess, and respond to high-risk anomalies;● keeping secure, accurate, and unmodified access logs to the processing infrastructure for twelve
months; and● testing the logging configuration, monitoring system, alerting and incident response process atleast once annually.
Measures for ensuring system configuration, including default configuration
Cloudflare maintains configuration baselines for all systems supporting the production data processing
environment, including third-party systems. Configuration baselines should align with industry bestpractices such as the Center for Internet Security (CIS) Level 1 benchmarks. Automated mechanisms must
be used to enforce baseline configurations on production systems, and to prevent unauthorized changes.
Changes to baselines are limited to a small number of authorized Cloudflare personnel, and must follow
change control processes. Changes must be auditable, and checked regularly to detect deviations frombaseline configurations.
Cloudflare configures baselines for the information system using the principle of least privilege. By default,
access configurations are set to “deny-all,” and default passwords must be changed to meet Cloudflare’s

6policies prior to device installation on the Cloudflare network, or immediately after software or operating
system installation. Systems are configured to synchronize system time clocks based on International
Atomic Time or Coordinated Universal Time (UTC), and access to modify time data is restricted toauthorized personnel.
Measures for internal IT and IT security governance and management
Cloudflare maintains internal policies on the acceptable use of IT systems and general information security.
Cloudflare requires all employees to undertake general security and privacy awareness training at least
every year. Cloudflare restricts and protects the processing of Personal Data, and has documented andimplemented:● a formal Information Security Management System (ISMS) in order to protect the confidentiality,
integrity, authenticity, and availability of Cloudflare’s data and information systems, and to ensure
the effectiveness of security controls over data and information systems that support operations;and● a formal Privacy Information Management System (PIMS) in order to protect the confidentiality,
integrity, authenticity, and availability of the policies and procedures supporting Cloudflare’s
global managed network, as both a processor and a controller of customer information.
Cloudflare will keep documentation of technical and organizational measures in case of audits and for theconservation of evidence. Cloudflare shall take reasonable steps to ensure that persons employed by it, andother persons at the place of work concerned, are aware of and comply with the technical andorganizational measures set forth in this Annex 2.
Measures for certification/assurance of processes and products
The implementation of Cloudflare’s ISMS and related security risk management processes have beenexternally certified to the industry-standard ​ISO/IEC 27001. The implementation of Cloudflare’s
comprehensive PIMS has been externally certified to the industry-standard ​ISO/IEC 27701, as both aprocessor and controller of customer information.
Cloudflare maintains PCI DSS Level 1 compliance for which Cloudflare is audited annually by athird-party Qualified Security Assessor. Cloudflare has undertaken other certifications such as the AICPASOC 2 Type II certification in accordance with the AICPA Trust Service Criteria, and details of these andother certifications that Cloudflare may undertake from time to time will be made available on Cloudflare’s
website.

For transfers to (sub-) Processors, also describe the specific technical and organizational measures to be taken by
the (sub-) Processor to be able to provide assistance to the controller (and, for transfers from a Processor to a
sub-Processor, to the data exporter).
MeasureDescription

Self-service access to meet data subject rights ofaccess, erasure, rectification etc.

Ability to login to review and edit Personal Data via
the Cloudflare dashboard.

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