Last Updated: May 8, 2024
For an executable copy of this Data Processing Addendum, please visit www.airtable.com/dpaform
This Data Processing Addendum (“DPA”) is made as of the date it is fully executed (“Effective Date”) by and between Formagrid Inc dba Airtable (“Airtable”) and the organization agreeing to these terms (“Customer”). Airtable and Customer may each be referred to as a “Party” and collectively referred to as the “Parties” herein. This DPA is incorporated by reference into the agreement between Customer and Airtable that governs Customer’s use of the Services (“Agreement”). All capitalized terms used but not defined in this DPA will have the meaning set forth in the Agreement.
This DPA sets out the terms that apply when Customer Personal Data is Processed by Airtable under the Agreement. The purpose of the DPA is to ensure such Processing is conducted in accordance with Applicable Law and respects the rights of individuals whose Personal Data is Processed under the Agreement.
This DPA will not become binding and enforceable unless and until it has been validly executed by the Parties. To execute this DPA, please visit www.airtable.com/dpaform.
1.1. “Affiliate” means an entity that, directly or indirectly, controls, is controlled by, or is under common control with a Party. As used herein, “control” means the power to direct the management or affairs of an entity and the beneficial ownership of fifty percent (50%) or more of the voting equity securities or other equivalent voting interests of an entity.
1.2. “Applicable Law(s)” means all US, UK, and EU laws, regulations, and other legal or regulatory requirements relating to privacy, data protection/security, or the Processing of Personal Data applicable to Airtable’s performance of its services under the Agreement,including without limitation the California Consumer Privacy Act, Cal. Civ. Code § 1798.100 et seq. (“CCPA”) as amended by the California Privacy Rights Act of 2020 (“CPRA”), including any implementing regulations, the United Kingdom Data Protection Act 2018, and the General Data Protection Regulation (Regulation (EU) 2016/679) (“GDPR”), and the United Kingdom GDPR (“UK GDPR”). For the avoidance of doubt, if Airtable’s Processing activities involving Personal Data are not within the scope of an Applicable Law, such Applicable Law is not applicable for purposes of this DPA.
1.3. “Airtable” means Formagrid Inc and its worldwide affiliates and subsidiaries.
1.4. “Services” means the products and services provided by Airtable to Customer as specified in the Agreement.
1.5. “Business Contact Data” means business contact information and Airtable account log-in data of Customer’s employees and Permitted Users of the Services.
1.6. “Customer Personal Data” means Customer Data, as defined in the Agreement, consisting of Personal Data, except for Business Contact Data.
1.7. “EEA” means, for purposes of this DPA, the European Economic Area (which is composed of the member states of the European Union), Norway, Iceland, Liechtenstein, and Switzerland.
1.8. “EU SCCs” means the Standard Contractual Clauses issued pursuant to the EU Commission Implementing Decision (EU) 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, available at http://data.europa.eu/eli/dec_impl/2021/914/oj and completed as described in Section 9 (International Data Transfers).
1.9. “Personal Data Breach” means the accidental or unlawful destruction, loss, alteration, or unauthorized disclosure of or access to Customer Personal Data.
1.10. “Personal Data” includes “personal data,” “personal information,” and “personally identifiable information,” each as defined by Applicable Law.
1.11. “Process” and “Processing” mean any operation or set of operations performed on Personal Data, or on sets of Personal Data, whether or not by automated means, such as collecting, recording, organizing, creating, structuring, storing, adapting or altering, retrieving, consulting, using, disclosing (by transmission, dissemination or otherwise making such data available), aligning or combining, restricting, erasing, or destroying such Personal Data.
1.12. “Standard Contractual Clauses” means the EU SCCs or the UK SCCs, as applicable.
1.13. “UK SCCs” means the International Data Transfer Addendum to the EU Commission Standard Contractual Clauses, available as of the Effective Date at https://ico.org.uk/for-organisations/guide-to-data-protection/guide-to-the-general-data-protection-regulation-gdpr/international-data-transfer-agreement-and-guidance/ and completed as described in Section 9 (International Data Transfers).
2.1. Customer is the Controller and Business as defined under Applicable Laws, and Customer determines the means and purposes for which Customer Personal Data is Processed by Airtable. To the extent Airtable Processes Customer Personal Data subject to Applicable Laws, Airtable is a Processor and Service Provider as defined under Applicable Laws, and Airtable will Process the Customer Personal Data according to the instructions set forth in this DPA, the Agreement, and as required under Applicable Laws. Customer and Airtable are independent Controllers and Businesses, as defined under Applicable Laws, with respect to Business Contact Data. Either Party may Process Business Contact Data as necessary for the purpose of (i) carrying out its obligations under the Agreement, (ii) applicable legal or regulatory requirements, (iii) requests and communications with the other Party, (iv) administrative, business, and marketing purposes, and (v) to protect its respective rights in accordance with applicable law and, in the case of Airtable, maintaining the security and integrity of the Services.
2.2. Airtable hereby certifies that it understands the restrictions and obligations set forth in this DPA in relation to its role as a Processor and Service Provider, and that it will comply with them.
3.1. Purpose Limitation. Airtable will not (a) sell or share (as defined by CCPA) Customer Personal Data, (b) Process Customer Personal Data for any purpose other than for the specific purposes set forth in the Agreement, and as specifically stated in Exhibit A, (c) retain, use, or disclose any such data outside of the direct business relationship between the Parties, (d) combine any Customer Personal Data with personal information that it receives from, or on behalf of, another person or persons, or collects from its own interaction with a consumer, except as otherwise permitted by Applicable Law, or (e) otherwise engage in any Processing of Customer Personal Data beyond that in which a Processor may engage under the Applicable Law or in which a Service Provider may engage under the Applicable Law, unless obligated to do otherwise by Applicable Law. In such a case, Airtable will inform Customer of the applicable legal obligation before engaging in the Processing, unless legally prohibited from doing so. Further details regarding Airtable’s Processing operations are set forth in Exhibit A. To the extent Customer discloses or makes available deidentified data (as such term is defined under Applicable Law) within the Customer Data to Airtable, Airtable shall not attempt to re-identify such data.
3.2. Lawful Instructions. Customer will not instruct Airtable to Process Customer Personal Data in violation of Applicable Law. Airtable will without undue delay inform Customer if, in Airtable’s opinion, an instruction from Customer infringes Applicable Law. The Agreement, including this DPA, constitutes Customer’s complete and final instructions to Airtable regarding the Processing of Customer Personal Data, including for purposes of the Standard Contractual Clauses. Customer shall also have the right to take reasonable and appropriate steps to stop or remediate any unauthorized Processing of Customer Personal Data by Airtable.
Airtable will not disclose Customer Personal Data to any third party without first obtaining Customer’s written consent, except as provided in Section 5 (Subcontracting), Section 7 (Responding to Individuals Exercising Their Rights Under Applicable Law) or Section 9 (Data Transfers), except as required by law. Airtable will require all employees, contractors, and agents who Process Customer Personal Data on Airtable’s behalf to protect the confidentiality of the Customer Personal Data and to comply with the other relevant requirements of this DPA.
5.1. Sub-Processors. Airtable may subcontract the collection or other Processing of Customer Personal Data only in compliance with Applicable Law and any additional conditions for subcontracting set forth in the Agreement. Customer acknowledges and agrees that Airtable’s Affiliates and certain third parties may be retained as sub-processors to Process Customer Personal Data on Airtable’s behalf (under this DPA as well as under the Standard Contractual Clauses, if they apply) in order to provide the Services. Airtable’s third-party sub-processors are listed at https://www.airtable.com/subprocessors (the “Sub-processor List”). Prior to a sub-processor’s Processing of Customer Personal Data, Airtable will impose contractual obligations on the sub-processor substantially the same as those imposed on Airtable under this DPA to the extent applicable to the nature of the services provided by such sub-processor. Airtable remains liable for its sub-processors’ performance under this DPA to the same extent Airtable is liable for its own performance.
5.2. Notification. Airtable will provide Customers with at least ten (10) days’ written notice of new sub-processors before authorizing such sub-processor(s) to Process Customer Personal Data in connection with the provision of the Services. Airtable will notify Customer at the email address provided in the signature block of this DPA for purposes of this notification. The sub-processor agreements to be provided under Clause 5(j) of the EU SCCs may have all commercial information, or provisions unrelated to the EU SCCs, redacted prior to sharing with Customer, and Customer agrees that such copies will be provided only upon written request.
5.3. Right to Object. Customer may object to Airtable’s use of a new sub-processor on reasonable grounds relating to the protection of Customer Personal Data by notifying Airtable promptly in writing at legal@airtable.com within ten (10) business days after receipt of Airtable’s notice in accordance with the mechanism set out in Section 5.2. In its notification, Customer will explain its reasonable grounds for objection. In the event Customer objects to a new sub-processor, Airtable will use commercially reasonable efforts to make available to Customer a change in the Services or recommend a commercially reasonable change to Customer’s configuration or use of the Services to avoid Processing of Customer Personal Data by the objected-to new sub-processor without unreasonably burdening Customer. If Airtable is unable to make available such change within a reasonable period of time, which will not exceed thirty (30) days, either Party may terminate without penalty the Processing of Customer Personal Data and/or the Agreement with respect only to those services which cannot be provided by Airtable without the use of the objected-to new sub-processor by providing written notice to the other Party.
6.1. Security. Airtable will provide reasonable assistance to Customer regarding Customer’s compliance with its security obligations under Applicable Law relevant to Airtable’s role in Processing Customer Personal Data, taking into account the nature of Processing and the information available to Airtable, by implementing the technical and organizational measures set forth at https://airtable.com/company/information-security-standards, without prejudice to Airtable’s right to make future replacements or updates to the measures that do not materially lower the level of protection of Customer Personal Data. Airtable will ensure that the persons Airtable authorizes to Process the Customer Personal Data are subject to written confidentiality agreements or are under an appropriate statutory obligation of confidentiality no less protective than the confidentiality obligations set forth in the Agreement.
6.2. Personal Data Breach Notification & Response. Airtable will comply with the Personal Data Breach-related obligations directly applicable to it under Applicable Law. Taking into account the nature of Processing and the information available to Airtable, Airtable will inform Customer of a substantiated Personal Data Breach without undue delay or within the time period required under Applicable Law, and in any event no later than seventy-two (72) hours following such substantiation. Airtable will notify Customer at the email address provided in the signature block of this DPA for purposes of Personal Data Breach notifications. Any such notification is not an acknowledgement of fault or responsibility. This notification will include Airtable’s then-current assessment of the following information, to the extent available, which may be based on incomplete information:
the nature of the Personal Data Breach, including, where possible, the categories and approximate number of data subjects concerned and the categories and approximate number of Customer Personal Data records concerned;
the likely consequences of the Personal Data Breach; and
measures taken or proposed to be taken by Airtable to address the Personal Data Breach, including, where applicable, measures to mitigate its possible adverse effects.
Airtable will provide timely and periodic updates to Customer as additional information regarding the Personal Data Breach becomes available. Customer is solely responsible for complying with legal requirements for incident notification applicable to Customer and fulfilling any third-party notification obligations related to any Personal Data Breach. Nothing in this DPA or in the Standard Contractual Clauses will be construed to require Airtable to violate, or delay compliance with, any legal obligation it may have with respect to a Personal Data Breach or other security incidents generally.
To the extent legally permitted, Airtable will without undue delay notify Customer if Airtable receives any request from an individual seeking to exercise any right afforded to them under Applicable Law regarding their Personal Data (a “Data Subject Request”). To the extent Customer, in its use of the Services, does not have the ability to address a Data Subject Request, Airtable will, upon Customer’s request, take commercially reasonable efforts to assist Customer in responding to such Data Subject Request, to the extent Airtable is legally permitted to do so and the response to such Data Subject Request is required under Applicable Law.
Upon Customer’s written request, Airtable will provide Customer with reasonable cooperation and assistance as needed and appropriate to fulfill Customer’s obligations under Applicable Law to carry out a data protection impact assessment related to Customer’s use of the Services. Airtable will provide reasonable assistance to Customer in the cooperation or prior consultation with the Supervisory Authority (as defined under the GDPR) in the performance of its tasks relating to the data protection impact assessment, and to the extent required under the Applicable Law.
9.1. Customer authorizes Airtable and its sub-processors to make international transfers of the Customer Personal Data in accordance with this DPA so long as Applicable Law for such transfers is respected.
9.2. With respect to Customer Personal Data transferred from the EEA, the EU SCCs will apply and form part of this DPA, unless the European Commission issues updates to the EU SCCs, in which case the updated EU SCCs will control. Undefined capitalized terms used in this provision will have the meanings given to them (or their functional equivalents) in the definitions in the EU SCCs. For purposes of the EU SCCs, they will be deemed completed as follows:
Where Customer acts as a Controller and Airtable acts as Customer's Processor with respect to Customer Personal Data subject to the EU SCCs, Module 2 applies.
Where Customer acts as a Processor and Airtable acts as Customer's sub-processor with respect to Customer Personal Data subject to the EU SCCs, Module 3 applies.
Clause 7 (the optional docking clause) is not included.
Under Clause 9 (Use of sub-processors), the Parties select Option 2 (General written authorization). The initial list of sub-processors is set forth at https://www.airtable.com/subprocessors. Airtable will provide notice of updates to that list at least ten (10) business days in advance of any intended additions or replacements of sub-processors, in accordance with Section 5 of this DPA.
Under Clause 11 (Redress), the optional requirement that data subjects be permitted to lodge a complaint with an independent dispute resolution body is inapplicable.
Under Clause 17 (Governing law), the Parties select Option 1 (the law of an EU Member State that allows for third-party beneficiary rights). The Parties select the law of Ireland.
Under Clause 18 (Choice of forum and jurisdiction), the Parties select the courts of Ireland.
Annexes I and II of the EU SCCs are set forth in Exhibit A below.
Annex III of the EU SCCs (List of sub-processors) is inapplicable.
By entering into this DPA, the Parties are deemed to be signing the EU SCCs.
9.3. With respect to Customer Personal Data transferred from the United Kingdom for which the law of the United Kingdom (and not the law in any European Economic Area jurisdiction) governs the international nature of the transfer, the UK SCCs form part of this DPA and take precedence over the rest of this DPA as set forth in the UK SCCs, unless the United Kingdom issues updates to the UK SCCs, in which case the updated UK SCCs will control. Undefined capitalized terms used in this provision will have the meanings given to them (or their functional equivalents) in the definitions in the UK SCCs. For purposes of the UK SCCs, they will be deemed completed as follows:
Table 1 of the UK SCCs:
The Parties’ details are the Parties and their affiliates to the extent any of them is involved in such transfer, including those set forth in Exhibit A.
The Key Contacts are the contacts set forth in Exhibit A.
Table 2 of the UK SCCs: The Approved EU SCCs referenced in Table 2 are the EU SCCs as executed by the Parties pursuant to this Addendum.
Table 3 of the UK SCCs: Annex 1A, 1B, and II are set forth in Exhibit A.
Table 4 of the UK SCCs: Either Party may terminate this Addendum as set forth in Section 19 of the UK SCCs.
By entering into this DPA, the Parties are deemed to be signing the UK SCCs and their applicable Tables and Appendix Information.
9.4. With respect to Customer Personal Data transferred from Switzerland for which Swiss law (and not the law in any European Economic Area jurisdiction) governs the international nature of the transfer, the EU SCCs will apply and will be deemed to have the following differences to the extent required by the Swiss Federal Act on Data Protection (“FADP”):
References to the GDPR in the EU SCCs are to be understood as references to the FADP insofar as the data transfers are subject exclusively to the FADP and not to the GDPR.
The term “member state” in the EU SCCs will 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 (Switzerland) in accordance with Clause 18(c) of the EU SCCs.
References to Personal Data in the EU SCCs also refer to data about identifiable legal entities until the entry into force of revisions to the FADP that eliminate this broader scope.
Under Annex I(C) of the EU SCCs (Competent supervisory authority): where the transfer is subject exclusively to the FADP and not the GDPR, the supervisory authority is the Swiss Federal Data Protection and Information Commissioner, and where the transfer is subject to both the FADP and the GDPR, the supervisory authority is the Swiss Federal Data Protection and Information Commissioner insofar as the transfer is governed by the FADP, and the supervisory authority is as set forth in the EU SCCs insofar as the transfer is governed by the GDPR.
Airtable will allow for and contribute to audits, including inspections, conducted by Customer or another auditor mandated by Customer subject to the following conditions: so long as the Agreement remains in effect, Customer may request that Airtable provide it with Airtable’s most recent SOC II Type II and ISO 27001 reports (“Records”) no more than once annually relating to Airtable’s compliance with this DPA (an “Audit”). To the extent Customer uses a third-party representative at Customer’s sole expense to conduct the Audit, Customer will ensure that such third-party representative is bound by obligations of confidentiality no less protective than those contained in the Agreement. Customer will provide Airtable with ninety (90) business days prior written notice of its intention to conduct an Audit. Customer will conduct the Audit in a manner that will result in minimal disruption to Airtable’s business operations and such Audit will take no longer than two (2) business days. Further, Customer will not be entitled to receive data or information of other customers of Airtable or any other Confidential Information of Airtable that is not directly relevant for the authorized purposes of the Audit.
If Airtable is legally compelled by a court or other government authority to disclose Customer Personal Data, then to the extent permitted by law, Airtable will promptly provide Customer with sufficient notice of all available details of the legal requirement and reasonably cooperate with Customer’s efforts to challenge the disclosure, seek an appropriate protective order, or pursue such other legal action, as Airtable deems appropriate.
Upon termination of the Agreement and written request from Customer, Airtable will delete or anonymize Customer Personal Data, unless prohibited by Applicable Law. Notwithstanding the foregoing, nothing will oblige Airtable to delete or anonymize Customer Personal Data from files created for security, backup and business continuity purposes sooner than required by Airtable’s data retention processes. Any Customer Personal Data that may be retained beyond the duration of the Agreement will still be protected in accordance with this DPA and Airtable shall not process such Customer Personal Data except as strictly permitted under Applicable Law.
This DPA replaces any existing data processing addendum the Parties may have previously entered into in connection with the Agreement. In the event of a conflict between the terms of the Agreement and this DPA, the terms of the DPA will apply. In the event of a conflict between this DPA and the applicable Standard Contractual Clauses, the Standard Contractual Clauses will apply.
List of Parties
Module Two: Transfer Controller to Processor
Module Three: Transfer Processor to Processor
Data exporter(s):
Name: The exporter is the Customer specified in the Agreement.
Address: specified in the Agreement.
Contact person’s name, position and contact details: specified in the Agreement.
Activities relevant to the data transferred under these Clauses: Obtaining the Services from data importer.
Role (Controller/Processor): Controller
Data importer(s):
Name: Formagrid Inc, dba Airtable
Address: 799 Market Street, 8th Floor, San Francisco, CA 94103
Contact person’s name, position and contact details: Legal Department, legal@airtable.com
Activities relevant to the data transferred under these Clauses: Providing the Services to data exporter.
Role (Controller/Processor): Processor
Description of Transfer
Module Two: Transfer Controller to Processor
Module Three: Transfer Processor to Processor
Categories of data subjects whose personal data is transferred
Data subjects whose Personal Data is uploaded by data exporter to, or otherwise received directly or indirectly from data exporter (including from a Permitted User on data exporter’s behalf) by or through, the Services, or provided by data exporter to Airtable to input into the Services.
Categories of personal data transferred
The data exporter may transfer Personal Data to Airtable, the extent of which is determined and controlled by the data exporter in its sole discretion. Such Personal Data may include any category of Personal Data the data exporter or its Permitted Users may enter into the Services.
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 record of access to the data, restrictions for onward transfers or additional security measures.
None anticipated.
The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis)
Continuously, for the length of the Agreement between the Parties.
Nature of the processing
Customer Personal Data transferred will be processed to (i) provide the Services to the data exporter and fulfill the data importer’s obligations under the Agreement; and (ii) comply with applicable law.
Purpose(s) of the data transfer and further processing
Customer Personal Data transferred will be processed to (i) provide the Services to the data exporter and fulfill the data importer’s obligations under the Agreement; and (ii) comply with applicable law.
The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period
Customer Personal Data will be retained for the length of time necessary to provide Services under the Agreement and in accordance with Airtable’s data retention processes and as otherwise required by applicable law.
For transfers to (sub-)processors, also specify subject matter, nature and duration of the processing
Airtable’s sub-processors will process Customer Personal Data to assist Airtable in providing the Services pursuant to the Agreement, for as long as needed for Airtable to provide the Services.
Competent Supervisory Authority
Module Two: Transfer Controller to Processor
Module Three: Transfer Processor to Processor
Identify the competent supervisory authority/ies in accordance with Clause 13.
The Parties will follow the rules for identifying such authority under Clause 13 and, to the extent legally permissible, select the Irish Data Protection Commission.
Module Two: Transfer Controller to Processor
Module Three: Transfer Processor to Processor
Description of the technical and organizational measures implemented by the data importer(s) (including any relevant certifications) to ensure an appropriate level of security, taking into account the nature, scope, context and purpose of the processing, and the risks for the rights and freedoms of natural persons.
Please see https://airtable.com/company/information-security-standards, which describes the technical and organizational measures implemented by Airtable.