TILT LEGAL HUB
Last Updated: January 1, 2025
This Data Processing Agreement (“DPA”), including Annexes 1 and 2, reflects the parties’ agreement with respect to the Processing of Personal Data by us on behalf of you in connection with the Tilt Services pursuant to the Tilt Customer Terms of Service available at https://hellotilt.com/customer-terms-of-service/ or applicable master services agreement between you and us. The operative agreement between the parties regarding the Services is referred to in this DPA as the “Agreement”.
This DPA is supplemental to, and forms an integral part of, the Agreement and is effective upon its incorporation into the Agreement, which may be specified in the Agreement, an Order Form, Renewal, or an executed amendment to the Agreement. In case of any conflict or inconsistency this DPA will take precedence over the terms of the Agreement unless otherwise noted in an Order Form.
1.1 Compliance with Instructions. We will only Process Personal Data for the purposes described in this DPA or as otherwise agreed within the scope of your lawful Instructions, except where and to the extent otherwise required by applicable law. We are not responsible for compliance with any Data Protection Laws applicable to you or your industry that are not applicable to us.
1.2 Conflict of Laws. If we become aware that we cannot Process Personal Data in accordance with your Instructions due to a legal requirement under any applicable law, we will (a) promptly notify you of that legal requirement to the extent permitted by the applicable law; and (b) where necessary, cease all Processing (other than merely storing and maintaining the security of the affected Personal Data) until such time as you issue new Instructions with which we are able to comply. If this provision is invoked, we will not be liable to you under the Agreement for any failure to perform the applicable Services until such time as you issue new lawful Instructions with regard to the Processing.
1.3 Security. We will use commercially reasonable efforts to implement and maintain appropriate technical and organizational measures to protect Personal Data from Personal Data Breaches, as described under Annex 2 to this DPA (“Security Measures”). Notwithstanding any provision to the contrary, we may modify or update the Security Measures at our discretion provided that such modification or update does not result in a material degradation in the protection offered by the Security Measures and still complies with our obligations under applicable law.
1.4 Confidentiality. We will ensure that any personnel whom we authorize to Process Personal Data on our behalf is subject to appropriate confidentiality obligations (whether a contractual or statutory duty) with respect to that Personal Data.
1.5 Personal Data Breaches. We will notify you without undue delay (no later than 48 business hours) after we become aware of any Personal Data Breach and will provide timely information relating to the Personal Data Breach as it becomes known or reasonably requested by you. At your request, we will promptly provide you with such reasonable assistance as necessary to enable you to notify relevant Personal Data Breaches to competent authorities and/or affected Data Subjects, if you are required to do so under Data Protection Laws.
1.6 Deletion of Personal Data. We will promptly, and in any event within ninety (90) days of the date of cessation of providing Services involving the Processing of Customer Data, delete all Customer Data, including Personal Data (including copies thereof) Processed pursuant to this DPA. This provision will apply except where we are required by applicable law to retain some or all of the Customer Data, or where we have archived Customer Data on back-up systems, which data we will securely isolate and protect from any further Processing, except to the extent required by applicable law. We will provide written certification to you that we have complied with this Section 1.6 within ten (10) business days of receiving Customer’s written request to receive such certification via email to security@hellotilt.com with a cc to legal@hellotilt.com.
2.1 Compliance with Laws and Data Accuracy. Within the scope of the Agreement and your use of the services, you will be responsible for complying with all requirements that apply to you under Data Protection Laws with respect to your Processing of Personal Data. In particular but without prejudice to the generality of the foregoing, you acknowledge and agree that you will be solely responsible for: (a) the accuracy, quality, and legality of Customer Data and the means by which you acquired such data; (b) complying with all necessary transparency and lawfulness requirements under applicable Data Protection Laws for the collection and use of the Personal Data, including providing adequate notices, obtaining any necessary consents and authorizations, and honoring opt-out preferences (particularly for use by Customer for marketing purposes); (c) ensuring you have the right to transfer, or provide access to, the Personal Data to us for Processing in accordance with the terms of the Agreement (including this DPA); (d) ensuring that your Instructions to us regarding the Processing of Personal Data comply with applicable laws, including Data Protection Laws; and (e) complying with all laws (including Data Protection Laws) applicable to content created, sent or managed through the Services. You will inform us without undue delay if you are not able to comply with your responsibilities under this “Compliance with Laws and Data Accuracy” section or applicable Data Protection Laws.
2.2 Controller Instructions. You are responsible for ensuring that your Instructions to us regarding the Processing of Customer Personal Data comply with applicable laws, including Data Protection Laws. You agree that the Agreement, together with this DPA, covers your Instructions to us in relation to the Processing of Personal Data. However, we understand and agree that you may provide additional Instructions during the Subscription Term that are consistent with the Agreement, this DPA and the nature and lawful use of the Services. Any updated Instructions must be sent to security@ourtilt.com with a copy to legal@ourtilt.com.
2.3 Security. You are responsible for independently determining whether the data security provided for in the Services adequately meets your obligations under applicable Data Protection Laws. You are also responsible for your secure use of the Services, including protecting the security of Personal Data in transit to and from the Services (including to securely backup or encrypt any such Personal Data)
Upon your written request we will provide reasonable assistance to you to respond to any Data Subject Requests or requests from data protection authorities relating to the Processing of Personal Data under the Agreement.
If a Data Subject Request or other communication regarding the Processing of Personal Data under the Agreement is made directly to us, we will promptly inform you and will advise the Data Subject to submit their request to you. You will be solely responsible for responding substantively to any such Data Subject Requests or communications involving Personal Data.
You agree we may engage Sub-Processors to Process Personal Data on your behalf, and we do so in three ways. First, we may engage Sub-Processors to assist us with hosting and infrastructure. Second, we may engage with Sub-Processors to support product features and integrations. Third, we may engage with Sub-Processors for service and support. We have currently appointed, as Sub-Processors, the third parties and Tilt Affiliates listed here: https://trust.hellotilt.com/subprocessors. The list of Sub-Processors will be updated from time to time to reflect the then-current Sub-Processors being used in connection with the Tilt Services.
Where we engage Sub-Processors, we will impose data protection terms on the Sub-Processors that provide at least the same level of protection for Personal Data as those in this DPA (including, where appropriate, the Standard Contractual Clauses), to the extent applicable to the nature of the services provided by such Sub-Processors. We will remain responsible for each Sub-Processor’s compliance with the obligations of this DPA and for any acts or omissions of such Sub-Processor that cause us to breach any of its obligations under this DPA.
6.1 Scope. The “Additional Provisions for California Personal Information” section of the DPA will apply only with respect to California Personal Information.
6.2 Roles of the Parties. When processing California Personal Information in accordance with your Instructions, the parties acknowledge and agree that you are a Business and we are a Service Provider for the purposes of the CCPA.
6.3 Responsibilities. We will Process California Personal Information as a Service Provider strictly for the purpose of performing the Services under the Agreement (the “Business Purpose”) or as otherwise permitted by the CCPA. Further, we (a) will not Sell or Share California Personal Information; (b) will not Process California Personal Information outside the direct business relationship between the parties, unless required by applicable law; and (c) will not combine the California Personal Information included in Customer Data with personal information that we collect or receive from another source (other than information we receive from another source in connection with our obligations as a Service Provider under the Agreement).
6.4 Compliance. We will (a) comply with the obligations applicable to us as a Service Provider under the CCPA; (b) provide the same level of protection for California Personal Information as is required by the CCPA; and (c) notify you if we make a determination that we can no longer meet our obligations as a Service Provider under the CCPA.
6.5 CCPA Audits. You will have the right to take reasonable and appropriate steps to help ensure that we use California Personal Information in a manner consistent with your obligations under the CCPA. Upon reasonable notice, you will have the right to take reasonable and appropriate steps in accordance with the Agreement to stop and remediate unauthorized use of California Personal Information.
6.6 Not a Sale. The parties acknowledge and agree that the disclosure of California Personal Information by Customer to Tilt does not form part of any monetary or other valuable consideration exchanged between the parties.
7.1 Amendments. Notwithstanding anything else to the contrary in the Agreement and without prejudice to the “Compliance with Instructions” or ‘Security’ sections of this DPA, we reserve the right to make any updates and changes to this DPA from time to time in our discretion. The revised version will become effective and binding the next business day after it is posted. Customer can view Tilt’s current DPA at any time at the following link: https://hellotilt.com/dpa/.
7.2 Severability. If any individual provisions of this DPA are determined to be invalid or unenforceable, the validity and enforceability of the other provisions of this DPA will not be affected.
7.3 Permitted Affiliates. You enter into this DPA (including, where applicable, the Standard Contractual Clauses) on behalf of yourself and in the name and on behalf of your Permitted Affiliates. For the purposes of this DPA only, and except where indicated otherwise, the terms “Customer”, “you” and “your” will include you and such Permitted Affiliates.
7.4 Authorization. The legal entity agreeing to this DPA as Customer represents that it is authorized to agree to and enter into this DPA for and on behalf of itself and, as applicable, each of its Permitted Affiliates.
Capitalized terms not defined herein shall have the meaning set forth in the parties’ Agreement.
“California Personal Information” means Personal Data that is subject to the protection of the CCPA
“CCPA” means California Civil Code Sec. 1798.100 et seq. (also known as the California Consumer Privacy Act of 2018), and its amendments.
“Consumer”, “Business”, “Sell”, “Service Provider” and “Share” will have the meanings given to them in the CCPA.
“Controller” means the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the Processing of Personal Data.
“Data Protection Laws” means all applicable worldwide legislation relating to data protection and privacy which applies to the respective party in the role of Processing Personal Data in question under the Agreement, including without limitation European Data Protection Laws, PIPEDA, and the CCPA; in each case as amended, repealed, consolidated or replaced from time to time.
“Data Subject” means the individual to whom Personal Data relates.
“Europe” means the European Union, the European Economic Area and/or their member states, Switzerland and the United Kingdom.
“European Data” means Personal Data that is subject to the protection of European Data Protection Laws.
“European Data Protection Laws” means data protection laws applicable in Europe, including: (a) Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation) (“GDPR”); (b) Directive 2002/58/EC concerning the processing of personal data and the protection of privacy in the electronic communications sector; and (c) applicable national implementations of (a) and (b); or (c) GDPR as it forms parts of the United Kingdom domestic law by virtue of Section 3 of the European Union (Withdrawal) Act 2018 (“UK GDPR”); in each case, as may be amended, superseded or replaced.
“Instructions” means the written, documented instructions issued by a Controller to a Processor, and directing the same to perform a specific or general action with regard to Personal Data (including, but not limited to, depersonalizing, blocking, deletion, making available).
“Permitted Affiliates” means any of your Affiliates that (a) are permitted to use the Services pursuant to the Agreement, but have not signed their own separate agreement with us and are not a “Customer” as defined under the Agreement, (b) qualify as a Controller of Personal Data Processed by us, and (c) are subject to European Data Protection Laws.
“Personal Data” means any information relating to an identified or identifiable individual where (a) such information is contained within Customer Data; and (b) is protected similarly as personal data, personal information or personally identifiable information under applicable Data Protection Laws.
“Personal Data Breach” means a confirmed or reasonably suspected 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 by us and/or our Sub-Processors in connection with the provision of the Services. “Personal Data Breach” will not include unsuccessful attempts or activities that do not compromise the security of Personal Data, including unsuccessful log-in attempts, pings, port scans, denial of service attacks, and other network attacks on firewalls or networked systems.
“PIPEDA” means the Canadian Information Protection and Documents Act, SC 2000, c.5, as amended from time to time.
“Processing” means any operation or set of operations which is performed on Personal Data, encompassing the collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction or erasure of Personal Data. The terms “Process”, “Processes” and “Processed” will be construed accordingly.
“Processor” means a natural or legal person, public authority, agency or other body which Processes Personal Data on behalf of the Controller.
“Standard Contractual Clauses” means the standard contractual clauses annexed to the European Commission’s Decision (EU) 2021/914 of 4 June 2021 currently found here as may be amended, superseded or replaced.
“Sub-Processor” means any Processor engaged by us or our Affiliates to assist in fulfilling our obligations with respect to the provision of the Services under the Agreement. Sub-Processors may include third parties or our Affiliates but will exclude any Tilt employee or consultant.
Data exporter:
Name: Customer’s legal entity name as stated in the Order Form.
Address: Customer’s physical address as stated in the Order Form.
Contact person’s name, company role, and contact details: Customer’s security contact details as stated in the Order Form.
Activities relevant to the data transferred under these Clauses: Processing of Personal Data in connection with Customer’s use of the Services under the relevant Agreement between the parties.
Role (controller/processor): Controller
Data importer:
Name: Career Allies, Inc. dba Tilt
Address: 1281 E. Magnolia Street, Unit D-B19, Fort Collins, Colorado, USA
Contact person’s name, position and contact details: Brian Nolan, Head of IT & Security, security@hellotilt.com, 1281 E. Magnolia Street, Unit D-B19, Fort Collins, Colorado, USA
Activities relevant to the data transferred under these Clauses: Processing of Personal Data in connection with Customer’s use of Tilt’s Services under the relevant Agreement between the parties.
Role (controller/processor): Processor
Categories of Data Subjects whose Personal Data is Transferred
You may submit Personal Data in the course of using the Services, the extent of which is determined and controlled by you in your sole discretion, and which may include, but is not limited to Personal Data relating to the following categories of Data Subjects:
End users including your employees, contractors, collaborators.
Categories of Personal Data Transferred
You may submit Personal Data to the Services which may include but is not limited to the following categories of Personal Data:
Sensitive Data Transferred
The transfer of sensitive data may include medical information related to an employee’s leave of absence.
Frequency of the transfer
Continuous
Nature of the Processing
Personal Data will be Processed in accordance with the Agreement (including this DPA) and may be subject to the following Processing activities:
Purpose of the transfer and further processing
We will Process Personal Data as necessary to provide the Services pursuant to the Agreement, as further specified in the Order Form, and as further instructed by you in your use of the Services.
Period for which Personal Data will be retained
Subject to the “Deletion or Return of Personal Data” section of this DPA, we will Process Personal Data for the duration of the Agreement, unless otherwise mutually agreed to in writing.
For the purposes of the Standard Contractual Clauses, the supervisory authority that will act as competent supervisory authority will be determined in accordance with GDPR.
We currently observe the Security Measures described in this Annex 2. All capitalized terms not otherwise defined herein will have the meanings as set forth in the parties’ Agreement. For more information on these security measures, please visit the Tilt Trust Center.
We maintain relationships with industry recognized penetration testing service providers and perform penetration testing annually. A penetration testing attestation letter is available to Customers at https://trust.hellotilt.com/.
Data Backup and Recovery
Tilt performs regular backups of customer data and maintains a tested data recovery process to ensure restoration within 24 hours in the event of data loss. Production data backups are stored across multiple secure locations to ensure redundancy.