Data Processing Agreement

  1. This Routespring Data Processing Agreement and its Annexes (“DPA”) reflects the parties’ agreement with respect to the Processing of Personal Data by us on behalf of you in connection with the Routespring Subscription Services Agreement between you and us (also referred to in this DPA as the “Agreement”).
  2. 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 or an executed amendment to the Agreement. In case of any conflict or inconsistency with the terms of the Agreement, this DPA will take precedence over the terms of the Agreement to the extent of such conflict or inconsistency.
  3. We update these terms from time to time. If you have an active Routespring subscription, we will let you know when we do via email.
  4. Definition:
    1. “Consumer,” “Business,” “Sell,” “Service Provider,” and “Share” will have the meanings given to them in the CCPA.
    2. “Controller” means the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of Processing Personal Data.
    3. “Data Protection Laws” means all applicable worldwide legislation relating to data protection and privacy that applies to the respective party in the role of Processing Personal Data in question under the Agreement, including without limitation European Data Protection Laws, the CCPA and other applicable U.S. federal and state privacy laws, and the data protection and privacy laws of Australia, Singapore, and Japan, in each case as amended, repealed, consolidated or replaced from time to time.
    4. “Data Subject” means the individual to whom Personal Data relates.
    5. “Europe” means the European Union, the European Economic Area and/or their member states, Switzerland and the United Kingdom.
    6. “European Data” means Personal Data subject to the protection of European Data Protection Laws.
    7. “European Data Protection Laws” means data protection laws applicable in Europe, including (i) Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons about the processing of personal data and the free movement of such data (General Data Protection Regulation) (“GDPR”); (ii) Directive 2002/58/EC concerning the processing of personal data and the protection of privacy in the electronic communications sector; and (iii) applicable national implementations of (i) and (ii); or (iii) GDPR as it forms parts of the United Kingdom domestic law under Section 3 of the European Union (Withdrawal) Act 2018 (“UK GDPR”); and (iv) Swiss Federal Data Protection Act on 19 June 1992 and its Ordinance (“Swiss DPA”); in each case, as may be amended, superseded or replaced.
    8. “Instructions” means the written, documented instructions issued by a Controller to a Processor and directing the same to perform a specific or general action about Personal Data (including, but not limited to, depersonalizing, blocking, deletion, making available).
    9. “Permitted Affiliates” means any of your Affiliates that (i) are permitted to use the Subscription 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, (ii) qualify as a Controller of Personal Data Processed by us, and (iii) are subject to European Data Protection Laws.
    10. “Personal Data” means any information relating to an identified or identifiable individual where (i) such information is contained within Customer Data and (ii) is protected similarly as personal data, personal information, or personally identifiable information under applicable Data Protection Laws.
    11. “Personal Data Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data transmitted, stored, or otherwise Processed by us and/or our Sub-Processors in connection with the provision of the Subscription 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.
    12. “Privacy Shield” means the EU-U.S. and Swiss-US Privacy Shield self-certification program operated by the U.S. Department of Commerce and approved by the European Commission pursuant to its Decision of July 12, 2016, and by the Swiss Federal Council on January 11, 2017, respectively, as may be amended, superseded or replaced.
    13. “Privacy Shield Principles” means the Privacy Shield Principles (as supplemented by the Supplemental Principles) contained in Annex II to the European Commission Decision of July 12, 2016, as may be amended, superseded, or replaced.
    14. “Processing” means any operation or set of operations that 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.
    15. “Processor” means a natural or legal person, public authority, agency or other body which Processes Personal Data on behalf of the Controller.
    16. “Agreement” means the standard contractual clauses annexed to the European Commission’s Decision (EU) 2021/914 of 4 June 2021, currently found at, as may be amended, superseded, or replaced.
    17. “Sub-Processor” means any Processor engaged by us or our Affiliates to assist in fulfilling our obligations with respect to the provision of the Subscription Services under the Agreement. Sub-Processors may include third parties or our Affiliates but will exclude any Routespring employee or consultant.
    18. “UK Addendum” means the International Data Transfer Addendum issued by the UK Information Commissioner under section 119A(1) of the Data Protection Act 2018 as may be amended, superseded, or replaced.
  5. Customer Responsibilities
    1. Compliance with Laws.
      Within the scope of the Agreement and in its use of the services, you will be responsible for complying with all requirements that apply to it under applicable Data Protection Laws with respect to its Processing of Personal Data and the Instructions it issues to us.
    2. In particular, but without prejudice to the generality of the foregoing, you acknowledge and agree that you will be solely responsible for the following:
      1. the accuracy, quality, and legality of Customer Data and how you acquired Personal Data;
      2. complying with all necessary transparency and lawfulness requirements under applicable Data Protection Laws for the collection and use of the Personal Data, including obtaining any necessary consents and authorizations (particularly for use by Customer for marketing purposes);
      3. ensuring you have the right to transfer or provide access to the Personal Data to us for Processing per the terms of the Agreement (including this DPA);
      4. ensuring that your Instructions to us regarding the Processing of Personal Data comply with applicable laws, including Data Protection Laws and
      5. complying with all laws (including Data Protection Laws) applicable to any emails or other content created, sent, or managed through the Subscription Services, including obtaining consent (where required) to send emails, the content of the emails, and its email deployment practices.
        You will inform us without delay if you cannot comply with your responsibilities under this ‘Compliance with Laws’ section or applicable Data Protection Laws.
    3. Controller Instructions. The parties agree that the Agreement (including this DPA), together with your use of the Subscription Service per the Agreement, constitutes your complete Instructions to us concerning the Processing of Personal Data, so long as you may provide additional instructions during the subscription term that are consistent with the Agreement, the nature and lawful use of the Subscription Service.
    4. Security. You are responsible for independently determining whether the data security provided in the Subscription Service adequately meets your obligations under applicable Data Protection Laws. You are also responsible for your secure use of the Subscription Service, including protecting the security of Personal Data in transit to and from the Subscription Service (including securely backup or encrypting any such Personal Data).
  6. Routespring Obligations
    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 generally applicable to us.
    2. Conflict of Laws. Suppose we become aware that we cannot Process Personal Data per your Instructions due to a legal requirement under any applicable law. In that case, we will (i) promptly notify you of that legal requirement to the extent permitted by the applicable law and (ii), 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 can comply. If this provision is invoked, we will not be liable to you under the Agreement for any failure to perform the applicable Subscription Services until such time as you issue new lawful Instructions concerning the Processing.
    3. Security. We will 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.
    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.
    5. Personal Data Breaches. We will notify you without undue delay 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 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.
    6. Deletion or Return of Personal Data. We will delete or return all Customer Data, including Personal Data (including copies thereof) Processed pursuant to this DPA, on termination or expiration of your Subscription Service per the procedures set out in our Agreement. This term 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 backup systems, which we will securely isolate and protect from any further Processing and delete per our deletion practices. You may request the deletion of your Routespring account after the expiration or termination of your subscription by sending a request to
    7. Data Subject Requests
      1. The Subscription Service provides you with several controls that you can use to retrieve, correct, delete or restrict Personal Data, which you can use to assist it in connection with its obligations under Data Protection Laws, including your obligations relating to responding to requests from Data Subjects to exercise their rights under applicable Data Protection Laws (“Data Subject Requests”).
      2. If you cannot address a Data Subject Request through the Subscription Service independently, then upon your written request, we will provide reasonable assistance to respond to any Data Subject Requests or requests from data protection authorities relating to the Processing of Personal Data under the Agreement. You will reimburse us for the commercially reasonable costs arising from this assistance.
      3. Suppose a Data Subject Request or other communication regarding the Processing of Personal Data under the Agreement is made directly to us. In that case, we will promptly inform you and 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.
  7. Sub-Processors
    1. 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 travel inventory (including fulfilling the requests). Third, we may engage with Routespring Affiliates as Sub-Processors for service and support. Some Sub-Processors will apply to you as default, and others will apply only if you opt in.
    2. As Sub-Processors, we have appointed the third parties and Routespring Affiliates listed in Annex 3 to this DPA. You may subscribe to receive notifications by email if we add or replace any Sub-Processors by informing of this intent at
    3. We will allow you to object to the engagement of new Sub-Processors on reasonable grounds relating to the protection of Personal Data within 30 days of notifying you. If you do notify us of such an objection, the parties will discuss your concerns in good faith to achieve a commercially reasonable resolution. If no such resolution can be reached, we will, at our sole discretion, either not appoint the new Sub-Processor or permit you to suspend or terminate the affected Subscription Service per the termination provisions of the Agreement without liability to either party (but without prejudice to any fees incurred by you before suspension or termination). The parties agree that by complying with this sub-section, Routespring fulfills its obligations under Section 9 of the Agreement.
    4. Where we engage Sub-Processors, we will impose data protection terms on the SubProcessors that provide at least the same level of protection for Personal Data as those in this DPA (including, where appropriate, the Agreement), 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.
  8. Data Transfers. You acknowledge and agree that we may access and Process Personal Data on a global basis as necessary to provide the Subscription Service per the Agreement, and in particular that Personal Data may be transferred to and processed by Routespring, Inc. in the United States and to other jurisdictions where Routespring Affiliates and Sub-Processors have operations. Wherever Personal Data is transferred outside its country of origin, each party will ensure such transfers are made in compliance with the requirements of Data Protection Laws.
  9. Demonstration of Compliance
    1. We will make all information reasonably necessary to demonstrate compliance with this DPA available to you and allow for and contribute to audits, including inspections conducted by you or your auditor to assess compliance with this DPA, where required by applicable law. You acknowledge and agree that you will exercise your audit rights under this DPA by instructing us to comply with the audit measures described in this ‘Demonstration of Compliance’ section.
    2. You acknowledge that the Subscription Service is hosted by our hosting Sub-Processors, who maintain independently validated security programs (including SOC 2 and ISO 27001). Our systems are audited annually as part of SOC 2 compliance and regularly tested by independent third-party penetration testing firms. Upon request, we will supply (on a confidential basis) summary copies of our penetration testing report(s) to you so that you can verify our compliance with this DPA. Further, at your written request, we will provide written responses (on a confidential basis) to all reasonable requests for information made by you necessary to confirm our compliance with this DPA, provided that you will not exercise this right more than once per calendar year unless you have reasonable grounds to suspect non-compliance with the DPA.
  10. Additional Provisions for European Data
    1. Scope. This ‘Additional Provisions for European Data’ section will apply only with respect to European Data.
    2. Roles of the Parties. When Processing European Data in accordance with your Instructions, the parties acknowledge and agree that you are the Controller of European Data and we are the Processor.
    3. Instructions. If we believe that your Instruction infringes European Data Protection Laws (where applicable), we will inform you without delay.
    4. Sub-Processor Agreements. For the purposes of DPA and Agreement, you acknowledge that we may be restricted from disclosing SubProcessor agreements but we will use reasonable efforts to require any Sub-Processor we appoint to permit it to disclose the Sub-Processor agreement to you and will provide (on a confidential basis) all information we reasonably can.
    5. Data Protection Impact Assessments and Consultation with Supervisory Authorities. To the extent that the required information is reasonably available to us, and you do not otherwise have access to the required information, we will provide reasonable assistance to you with any data protection impact assessments, and prior consultations with supervisory authorities (for example, the French Data Protection Agency (CNIL), the Berlin Data Protection Authority (BlnBDI) and the UK Information Commissioner’s Office (ICO)) or other competent data privacy authorities to the extent required by European Data Protection Laws.
    6. Transfer Mechanisms for Data Transfers.
      1. Routespring will not transfer European Data to any country or recipient not recognized as providing an adequate level of protection for Personal Data (within the meaning of applicable European Data Protection Laws), unless it first takes all such measures as are necessary to ensure the transfer is in compliance with applicable European Data Protection Laws. Such measures may include (without limitation) transferring such data to a recipient that is covered by a suitable framework or other legally adequate transfer mechanism recognized by the relevant authorities or courts as providing an adequate level of protection for Personal Data, to a recipient that has achieved binding corporate rules authorization in accordance with European Data Protection Laws, or to a recipient that has executed appropriate standard contractual clauses in each case as adopted or approved in accordance with applicable European Data Protection Laws.
      2. You acknowledge that in connection with the performance of the Subscription Services, Routespring, Inc. is a recipient of European Data in the United States.
      3. The parties agree that the Agreement will be incorporated by reference and form part of the Agreement as follows:
        1. EEA Transfers. In relation to European Data that is subject to the GDPR
          1. Customer is the “data exporter” and Routespring, Inc. is the “data importer”;
          2. the Module Two terms apply to the extent the Customer is a Controller of European Data and the Module Three terms apply to the extent the Customer is a Processor of European Data;
          3. the parties agree that the governing law and forum for disputes will be determined to be the Republic of Ireland (without reference to conflicts of law principles);
          4. the Annexes of the Agreement will be deemed completed with the information set out in the Annexes of this DPA; and
          5. if and to the extent the Agreement conflicts with any provision of this DPA the Agreement will prevail to the extent of such conflict.
        2. UK Transfers. In relation to European Data that is subject to the UK GDPR, the Agreement will apply in accordance with subsection (a) and the following modifications
          1. the Agreement will be modified and interpreted in accordance with the UK Addendum, which will be incorporated by reference and form an integral part of the Agreement;
          2. Tables 1, 2 and 3 of the UK Addendum will be deemed completed with the information set out in the Annexes of this DPA and Table 4 will be deemed completed by selecting “neither party”; and
          3. any conflict between the terms of the Agreement and the UK Addendum will be resolved in accordance with Section 10 and Section 11 of the UK Addendum.
        3. Swiss Transfers. In relation to European Data that is subject to the Swiss DPA, the Agreement will apply per subsection (a) and the following modifications:
          1. references to “Regulation (EU) 2016/679” will be interpreted as references to the Swiss DPA;
            references to “EU”, “Union,” and “Member State law” will be interpreted as references to Swiss law; and
          2. references to the “competent supervisory authority” and “competent courts” will be replaced with the “Swiss Federal Data Protection and Information Commissioner ” and the “relevant courts in Switzerland”.
        4. Where the Routespring contracting entity under the Agreement is not Routespring, Inc., such contracting entity (not Routespring, Inc.) will remain fully and solely responsible and liable to you for the performance of the Agreement by Routespring, Inc.. You will direct any instructions, claims or inquiries concerning the Agreement to such contracting entity. If Routespring cannot comply with its obligations under the Agreement or is breach of any warranties under the Agreement or UK Addendum (as applicable) for any reason, and you intend to suspend the transfer of European Data to Routespring or terminate the Agreement,or UK Addendum, you agree to provide us with reasonable notice to enable us to cure such non-compliance and reasonably cooperate with us to identify what additional safeguards, if any, may be implemented to remedy such non-compliance. Suppose we have not or cannot cure the non-compliance. In that case, you may suspend or terminate the affected part of the Subscription Service per the Agreement without liability to either party (but without prejudice to any fees you have incurred before such suspension or termination).
        5. Although Routespring, Inc. does not currently rely on the EU-US Privacy Shield as a legal basis for transfers of European Data in light of the judgment of the Court of Justice of the EU in Case C-311/18, for as long as Routespring, Inc. is self-certified to the Privacy Shield Routespring Inc will process European Data in compliance with the Privacy Shield Principles and let you know if it is unable to comply with this requirement. If Routespring adopts an alternative transfer mechanism (including any new or successor version of the EU-US Privacy Shield) for transfers of European Data to Routespring, Inc., such alternative transfer mechanism will apply automatically instead of the Agreement described in this DPA (but only to the extent such alternative transfer mechanism complies with European Data Protection Laws). You agree to execute such other documents or take such action as may be reasonably necessary to give legal effect such alternative transfer mechanism.
  11. Additional Provisions for California Personal Information
    1. Scope. The ‘Additional Provisions for California Personal Information’ section of the DPA will apply only with respect to California Personal Information.
    2. Roles of the Parties. When processing California Personal Information per your Instructions, the parties acknowledge and agree that you are a Business and we are a Service Provider for the purposes of the CCPA.
    3. Responsibilities. We certify that we will Process California Personal Information as a Service Provider strictly to perform the Subscription Services and Consulting Services under the Agreement (the “Business Purpose”) or as otherwise permitted by the CCPA, including as described in the Agreement.
    4. Further, we certify we:
      1. will not Sell or Share California Personal Information;
      2. will not Process California Personal Information outside the direct business relationship between the parties unless required by applicable law; and
      3. 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).
    5. Compliance. We will
      1. comply with obligations applicable to us as a Service Provider under the CCPA and
      2. provide California Personal Information with the same level of privacy protection as the CCPA requires.
      3. notify you if we decide that we can no longer meet our obligations as a Service Provider under the CCPA.
    6. 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 Customer’s obligations under the CCPA. Upon notice, you will have the right to take reasonable and appropriate steps per the Agreement to stop and remediate unauthorized use of California Personal Information.
    7. Not a Sale. The parties acknowledge and agree that disclosing California Personal Information by the Customer to Routespring does not form part of any monetary or other valuable consideration exchanged between the parties.
  12. General Provisions
    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 and the terms that apply in the ‘Amendment;
    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.
    3. Limitation of Liability. Each party and each of their Affiliates’ liability, taken in aggregate, arising out of or related to this DPA (and any other DPAs between the parties) and the Agreement (where applicable), whether in contract, tort or under any other theory of liability, will be subject to the limitations and exclusions of liability set out in the Agreement and any reference in such section to the liability of a party means the aggregate liability of that party and all of its Affiliates under the Agreement (including this DPA). In no event will either party’s liability be limited with respect to any individual’s data protection rights under this DPA (including the Agreement) or otherwise.
    4. Governing Law. This DPA will be governed by and construed per the jurisdiction in the Agreement unless required otherwise by Data Protection Laws.
  13. Parties to this DPA
    1. Permitted Affiliates. By signing the Agreement, you enter into this DPA (including, where applicable, the Agreement) on behalf of yourself, 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.
    2. 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.
    3. Remedies. The parties agree that (i) solely the Customer entity that is the contracting party to the Agreement will exercise any right or seek any remedy any Permitted Affiliate may have under this DPA on behalf of its Affiliates, and (ii) the Customer entity that is the contracting party to the Agreement will exercise any such rights under this DPA not separately for each Permitted Affiliate individually but in a combined manner for itself and all of its Permitted Affiliates together. The Customer entity, the contracting entity, is responsible for coordinating all Instructions, authorizations, and communications with us under the DPA and will be entitled to make and receive any communications related to this DPA on behalf of its Permitted Affiliates.
    4. Other rights. The parties agree that you will, when reviewing our compliance with this DPA pursuant to the ‘Demonstration of Compliance’ section, take all reasonable measures to limit any impact on us and our Affiliates by combining several audit requests carried out on behalf of the Customer entity that is the contracting party to the Agreement and all of its Permitted Affiliates in one single audit.