Promevo Data Processing Addendum

This Data Processing Addendum (“DPA”) is attached to and forms an integral part of the Master Services Agreement (the “Agreement”) by and between the entity identified as Customer in the Agreement (“Customer” or “Company”) and Promevo, LLC (“Promevo” or “Service Provider”). This DPA is effective as of the Effective Date of the Agreement. By executing the Agreement, the Parties hereby agree to and execute this DPA, including the Standard Contractual Clauses and Annexes attached hereto.

WHEREAS, Service Provider, pursuant to the Agreement, has provided and provides services to Company (collectively, the “Services”) and may and has Process(ed) Personal Data (defined below) in connection with the Services; and

WHEREAS, Company and Service Provider desire to protect the Personal Data in accordance with all applicable Data Protection Laws and industry best practices as they exist as of the Agreement execution date and as they may be amended, modified, come into force, and/or arise in the future.

NOW, THEREFORE, in consideration of the mutual agreements and covenants contained herein, together with other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Company and Service Provider agree as follows:

DEFINITIONS. The following terms shall have the following meanings. Capitalized terms not defined herein shall have the same meaning set forth in the Agreement.

“Collect” or “Collection” means buying, renting, leasing, gathering, obtaining, receiving, or accessing any Personal Data by any means. This includes receiving information from a Data Subject, either actively or passively, or by observing a Data Subject’s behavior.

“Controller” means the natural or legal person that, alone or jointly with others, determines the purpose and means of Processing Personal Data.

“Data Protection Laws” means all applicable municipal, provincial, state, federal, and international laws and regulations relating to data privacy and data security or imposing requirements or restrictions related to the Processing of Personal Data, including the European Union General Data Protection Regulation (Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016), (“GDPR”), the United Kingdom General Data Protection Regulation and amended Data Protection Act 2018, the California Consumer Privacy Act of 2018 (“CCPA”), the Virginia Consumer Data Protection Act, Colorado Privacy Act, United States data breach notification laws, and all other applicable privacy regulations in the United States and all jurisdictions implicated by the Services.

“Data Subject” means an identified or identifiable natural person, however identified, that is the subject of Personal Data.

“Personal Data” means information (i) that identifies, relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular Data Subject or household; (ii) defined as “Personal Information,” “Personal Data,” “Personally Identifiable Information,” “Sensitive Personal Information,” “Sensitive Personal Data,” “Sensitive Data,” or “Sensitive Personally Identifiable Information” by applicable law or regulation; or (iii) that is otherwise regulated by applicable Data Protection Laws.

“Process,” “Processes,” “Processing,” or “Processed” means any operation or set of operations performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as access, Collection, recording, retention, organization, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure, or destruction.

“Processor” means a natural person or entity that Processes Personal Data on behalf of a Controller. This includes, but is not limited to, service providers and processors.

“Security Incident” means an event in which Personal Data Processed by Service Provider or its Subprocessor was accessed, acquired, disclosed, used, or otherwise Processed, or reasonably believed to have been accessed, acquired, disclosed, used, or otherwise Processed without authorization.

“Sensitive Data” means Personal Data that reveals a data subject’s: (i) social security, driver’s license, state identification card, or passport number; (ii) financial account, debit card, or credit card number in combination with any required security or access code, password, or credentials allowing access to an account; (iii) precise geolocation; or (iv) mail, email, and text messages unless the business is the intended recipient of the communication. Sensitive Data also means Personal Data that reveals a data subject’s: (a) racial or ethnic origin, religious or philosophical beliefs, or union membership; (b) health-related data; (c) sex life or sexual orientation; or (d) genetic or biometric data.

“Standard Contractual Clauses” means the European Commission's standard contractual clauses for the transfer of Personal Data from the European Union (and, for the purposes of this DPA, Switzerland and the United Kingdom) to third countries, as set out in the Annex to Commission Decision (EU) 2021/914, a completed copy of which comprises Annex III.

“Subprocessor” means a third party Processing Personal Data at Service Provider’s direction or on Service Provider’s behalf.

“UK Addendum” means the International Data Transfer Addendum issued by the United Kingdom’s Information Commissioner’s Office (“ICO”) to the EU Commission’s Standard Contractual Clauses VERSION B1.0, in force 21 March 2022.

DATA PROCESSING AND RESTRICTIONS.

Company’s Responsibilities. As between the Parties, Company is the Controller and Service Provider is the Processor. As such, Company retains control of Personal Data delivered to Service Provider and remains responsible for its compliance obligations under the applicable Data Protection Laws, including providing any required notices and obtaining any required consents, and for the processing instructions it gives to Service Provider. Company represents and warrants that (i) it has all necessary rights and consents to disclose Personal Data to Service Provider and (ii) all Personal Data is accurate and up-to-date. Upon prior written notice to Service Provider, Company shall have the right to take reasonable and appropriate steps to stop or remediate any authorized or unauthorized Processing of Personal Data by Service Provider or its Subprocessors.

Data Processing. Service Provider shall Process Personal Data only: (i) for the purpose of performing the Services during the term of the Agreement, pursuant to documented instructions from Company detailing Processing operations as set out in Annex I; or (ii) when required to do so by applicable law, and the Service Provider informs Company of that legal requirement before Processing and minimizes such disclosure to the maximum extent permitted by law. Processing by Service Provider shall only take place for the duration specified in Annex I. In the event Service Provider believes, in its opinion, Company’s instructions for performing the Services violate applicable Data Protection Laws, Service Provider shall immediately notify Company. Service Provider shall promptly notify Company if it determines it can no longer meet its obligations under this DPA or applicable Data Protection Laws.

Restrictions. Service Provider shall not: (a) sell or share Personal Data; (b) Process Personal Data for any purpose, including any commercial purpose, other than for the business purposes specified in the Agreement and this DPA; (c) Process Personal Data outside of the direct business relationship between Service Provider and Company; or (d) combine Personal Data it receives from or on behalf of another person or persons or collects from its own interaction with the Data Subject; provided that Service Provider may combine Personal Data to perform any business purpose as more specifically set forth in the regulations adopted pursuant to the CCPA or applicable Data Protection Laws.

SERVICE PROVIDER OBLIGATIONS.

Warranties. Service Provider hereby represents and warrants that it shall: (i) fully comply with all Data Protection Laws; and (ii) maintain the information security practices set forth herein and, at a minimum, information security practices appropriate to the nature of Personal Data.

Data Protection Impact Assessment. Service Provider shall cooperate with Company to conduct and document any required assessments for the Processing of high risk Personal Data (each a “Data Protection Impact Assessment”).

Records. Service Provider shall maintain all records related to its Processing activities performed on behalf of Company that are required by any Data Protection Laws. Service Provider shall maintain and make available to Company, during Service Provider’s regular business hours, all information necessary to demonstrate its compliance with the obligations set forth herein.

Confidentiality. Service Provider shall grant authorized employees access to Personal Data only to the extent strictly necessary for implementing and executing the Agreement and this DPA. Service Provider will ensure that persons authorized to Process Personal Data on its behalf are subject to confidentiality at least as strict as those set forth in the Agreement.

Data Return or Destruction. At Company’s discretion, upon expiration or termination of the Agreement for any reason, Service Provider shall securely destroy or return all Personal Data to Company immediately, except as required by law. Upon Company’s written request, Service Provider will certify in writing that it has destroyed Company’s Personal Data.

Facilitating Company’s Legal Compliance Efforts. Service Provider shall, by appropriate technical and organizational measures, assist Company in complying with its obligations under all Data Protection Laws.

Data Subject and Governmental Requests. Service Provider shall notify Company of any Data Subject requests received and assist in responding to any inquiry or request from a Data Subject exercising their rights related to the Processing of their Personal Data. Service Provider shall further immediately inform Company of any notice or request it may receive from a governmental authority and assist in responding to any such notice or request.

SUBPROCESSORS.

Authorization. Company grants Service Provider general authorization to engage the Subprocessors listed in Annex III. Upon Company’s request, Service Provider shall specifically inform Company in writing of any intended changes of Subprocessors listed in Annex III at least thirty (30) days in advance, thereby giving Company sufficient time to object to such changes prior to the engagement of the concerned Subprocessors. If Company objects to a Subprocessor, Service Provider will work in good faith with Company to address Company’s concerns. If Service Provider cannot replace the Subprocessor or address Company’s concerns, Company may terminate this Agreement subject to the termination rights described within the Agreement.

Additional Procedures. Service Provider shall enter into a written agreement with each Subprocessor imposing confidentiality and data protection obligations at least as strict as those set forth in the Agreement and this DPA. Service Provider shall remain responsible for the performance of the Subprocessor’s obligations in accordance with its contract with Service Provider. Service Provider shall notify Company of any failureof a Subprocessor to fulfil its contractual obligations.

CROSS-BORDER DATA TRANSFERS. Service Provider shall Process Personal Data only for the business purposes specified in the United States. In the event Service Provider anticipates Processing or transferring Personal Data outside the United States, Service Provider shall notify Company in advance of such Processing and shall enter into a separate agreement with Company governing such Processing or transfers. Where Service Provider engages a Subprocessor to carry out the Processing or transfer of Personal Data outside the United States, Service Provider shall obtain Company’s prior written approval for such Processing and transfers. Notwithstanding the foregoing, to the extent the Services require the transfer of Company Personal Data from the European Economic Area (which, for purposes of this DPA, includes Switzerland and the United Kingdom) to a country not recognized as offering an adequate level of protection for Personal Data, Service Provider agrees to comply with the most recent Standard Contractual Clauses adopted by the EU Commission in accordance with GDPR Article 46(2) attached as Annex III and require any approved Subprocessors to comply with such Standard Contractual Clauses.

INFORMATION SECURITY. Service Provider shall take appropriate measures to ensure the security of Personal Data during Processing as described in Annex II and in accordance with applicable Data Protection Laws, and shall use reasonable efforts to assist Company in meeting Company’s obligations with respect to the same.

AUDIT RIGHTS. Upon reasonable advance written notice to Service Provider, and subject to the confidentiality provisions of the Agreement, Company will have the right to review, at Company’s expense, Service Provider’s data security policies and procedures and Service Provider’s information systems used to process and/or store Personal Data, provided that such review is conducted during regular business hours at Service Provider’s site in a manner which does not unreasonably interfere with Service Provider’s normal business operations and is performed not more than once in any twelve (12) month period except for good cause shown. Relevant Service Provider personnel agree to reasonably cooperate with Company and its agents, employees, auditors, and regulators in connection with such review. Upon Company’s request and subject to reasonable confidentiality restrictions set by Service Provider, Service Provider shall provide Company the results of any such audits and reviews.

SECURITY INCIDENTS. Service Provider shall provide to Company prompt written notice of any actual Security Incident upon discovery and reasonable determination that a Security Incident has occurred. Service Provider will reasonably cooperate with Company in connection with the investigation and remediation of such Security Incident.

TERM. This DPA shall remain in full force and effect so long as: (a) the Agreement remains in effect; or (b) Service Provider retains any Company Personal Data related to the Agreement in its possession or control.

AMENDMENTS. This DPA may be amended or modified only by a written instrument executed by each of the Parties, except that Company may amend this DPA upon notice to the extent necessary to reflect any change in any Data Protection Laws.

ORDER OF PRECEDENCE. This DPA supersedes and modifies the terms and conditions of any agreement(s) which may exist between Company and Service Provider, including the Agreement, only to the extent such terms and conditions are inconsistent with those of this DPA. To the extent the terms of this DPA and any existing agreement(s) conflict with one another, the terms and conditions of this DPA shall control. All other terms and conditions of any existing agreement(s) remain in full force and effect in accordance with such terms and conditions.

Annex I

DATA CONTROLLER(S) AND PROCESSOR(S)

A. LIST OF PARTIES

Controller(s):

1. Name: Customer (as defined in the Agreement)

Address: Customer's principal place of business as set forth in the Agreement or applicable Order Form.

Contact person’s name, position and contact details: Customer's primary administrative and legal contacts as designated in the Agreement.

Activities relevant to the data transferred under the Clauses in Annex III (if applicable): Procurement and use of Promevo services and related administrative services for Customer's internal business operations.

For cross border data transfers – Role (data exporter/data importer): Data Exporter

Signature and date: By executing the Agreement, Customer executes this Annex I.

Processor(s):

1. Name: Promevo

Address: 1032 Madison Avenue, Covington KY 41011

Contact person’s name, position and contact details: Mike Iturri, Security and Compliance Manager

Activities relevant to the data transferred under the Clauses in Annex III (if applicable): Collection, storage, access, administration, user provisioning, technical support, and system logging for Google Workspace and gPanel.

For cross border data transfers – Role (data exporter/data importer): Data Importer

Signature and date: By executing the Agreement, Promevo executes this Annex I.

B. DESCRIPTION OF DATA PROCESSING AND/OR TRANSFER

Categories of data subjects whose personal data is processed and/or transferred:

Company employees and authorized end users of Google Workspace provisioned through Service Provider

Categories of personal data processed and/or transferred:

User emails, system logs, and other personal data processed during the use of Google Workspace and related services

Sensitive data processed and/or 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:

Sensitive data will not be processed or transferred.

Nature of the processing:

Collection, storage, access, administration, user provisioning, technical support, and system logging for Google Workspace and gPanel.

Purpose(s) for which the personal data is processed/transferred and further processed on behalf of the controller:

provisioning and administration of Google Workspace, reseller management through gPanel, billing, technical support, and system monitoring.

Duration of the processing:

Not applicable

The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period.

For the duration of the Agreement" or similar, consistent with DPA Section 9.

For processing by and/or transfers to (sub-) processors: Also specify subject matter, nature and duration of the processing:

Personal data will be transferred to sub-processors, including Google, for the subject matter of providing Google Workspace, gPanel, and related services. The nature of the processing includes hosting, storage, transmission, and technical support. The duration of the processing by sub-processors will be for the term of the Agreement.

For cross border data transfers: The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis).

Personal data is transferred on a continuous basis for the duration of the Services.

C. COMPETENT SUPERVISORY AUTHORITY

For cross border data transfers: Identify the competent supervisory authority/ies in accordance with Clause 13 in Annex III (if applicable).

N/A

Annex II

TECHNICAL AND ORGANIZATIONAL MEASURES INCLUDING TECHNICAL AND ORGANIZATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA

Description of the technical and organizational measures implemented by the processor(s) (or 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.

All data is processed and stored following industry best practices for encryption at rest and in transit.

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 (or to the data exporter, for transfers from a processor to a sub-processor).

Data will not be transferred to or between sub-processors.

List of Subprocessors: The controller has authorized the use of the following sub-processors:

Google LLC

1600 Amphitheatre Parkway, Mountain View, California 94043

https://support.google.com/cloud/contact/dpo

Software-as-a-Service; Infrastructure-as-a-Service; Support services

Customer Data, Billing information

Operating the services

Data is processed for the duration of the term of the Promevo Agreement plus 150 days after termination of the Agreement. Billing information is retained for a minimum of [7] years after termination of the Agreement.

Google Ireland Limited

Gordon House, Barrow Street, Dublin 4, Dublin, D04e5w5, Ireland

https://support.google.com/cloud/contact/dpo

Software-as-a-Service; Infrastructure-as-a-Service; Support services

Customer Data, Billing information

Operating the services

Freshworks

2950 S. Delaware Street, Suite 201 San Mateo, California 94403, USA

dpo@freshworks.com Freshworks Inc., 2950 S.Delaware Street, Suite 201, San Mateo, CA 94403 at the attention of the Data Protection Office

Software-as-a-Service

Archived Support Information

Archival Data

Data is processed for the purposes and duration of the relevant Promevo agreement or customer satisfaction services provided.

Stripe

Stripe, Inc., 510 Townsend Street, San Francisco, CA 94103, USA, Attention: Stripe Legal

dpo@stripe.com

Software-as-a-Service

Billing Information

Payment Processing

Intuit

Intuit Inc., Attention: Privacy, 2800 E Commerce Center Place,Tucson, AZ 85706

https://www.intuit.com/privacy/submit-a-question/

Software-as-a-Service

Billing Information

Accounting

Hubspot

25 First Street, 2nd Floor Cambridge, MA 02141 United States

https://www.hubspot.com/data-privacy/privacy-shield

Software-as-a-Service

Contact Information, Order information

CRM

DB-IP

Eris Networks S.A.S, 62 boulevard Jean Mermoz, 22700 Perros-Guirec, France

https://db-ip.com/contact/

Software-as-a-Service

IP Address

Providing IP Location services

Data is processed for the duration of the term of the Promevo Agreement

Posthog

2261 Market Street, Suite 4008, San Francisco, CA 94114

https://posthog.com

Software-as-Service

gPanel analytics data

Data is processed for the duration of the term of the Promevo Agreement

g2.com

100 S Wacker Dr, Ste 600, Chicago, IL 60606

https://www.g2.com/

Business - to - Business software

Contact Information

Data is processed for the duration of the term of the Promevo Agreement

Annex III

STANDARD CONTRACTUAL CLAUSES

Controller to Processor

SECTION I

Clause 1

Purpose and scope

(a) The purpose of these standard contractual clauses is to ensure compliance with the requirements of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 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)1 for the transfer of personal data to a third country.

(b) The Parties:

the natural or legal person(s), public authority/ies, agency/ies or other body/ies (hereinafter “entity/ies”) transferring the personal data, as listed in Annex I.A. (hereinafter each “data exporter”), and

the entity/ies in a third country receiving the personal data from the data exporter, directly or indirectly via another entity also Party to these Clauses, as listed in Annex I.A. (hereinafter each “data importer”)

have agreed to these standard contractual clauses (hereinafter: “Clauses”).

(d) The Appendix to these Clauses containing the Annexes referred to therein forms an integral part of these Clauses.

Clause 2

Effect and invariability of the Clauses

(a) These Clauses set out appropriate safeguards, including enforceable data subject rights and effective legal remedies, pursuant to Article 46(1) and Article 46 (2)(c) of Regulation (EU) 2016/679 and, with respect to data transfers from controllers to processors and/or processors to processors, standard contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679, provided they are not modified, except to select the appropriate Module(s) or to add or update information in the Appendix. This does not prevent the Parties from including the standard contractual clauses laid down in these Clauses in a wider contract and/or to add other clauses or additional safeguards, provided that they do not contradict, directly or indirectly, these Clauses or prejudice the fundamental rights or freedoms of data subjects.

(b) These Clauses are without prejudice to obligations to which the data exporter is subject by virtue of Regulation (EU) 2016/679.

Clause 3

Third-party beneficiaries

(a) Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, with the following exceptions:

Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;

Clause 8 - Clause 8.1(b), 8.9(a), (c), (d) and (e);

Clause 9 - Clause 9(a), (c), (d) and (e);

Clause 12 - Clause 12(a), (d) and (f);

Clause 13;

Clause 15.1(c), (d) and (e);

Clause 16(e);

Clause 18 - Clause 18(a) and (b).

(b) Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.

Clause 4

Interpretation

(a) Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that Regulation.

(b) These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679.

(c) These Clauses shall not be interpreted in a way that conflicts with rights and obligations provided for in Regulation (EU) 2016/679.

Clause 5

Hierarchy

In the event of a contradiction between these Clauses and the provisions of related agreements between the Parties, existing at the time these Clauses are agreed or entered into thereafter, these Clauses shall prevail.

Clause 6

Description of the transfer(s)

The details of the transfer(s), and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred, are specified in Annex I.B.

Clause 7

Docking clause

(a) An entity that is not a Party to these Clauses may, with the agreement of the Parties, accede to these Clauses at any time, either as a data exporter or as a data importer, by completing the Appendix and signing Annex I.A.

(b) Once it has completed the Appendix and signed Annex I.A, the acceding entity shall become a Party to these Clauses and have the rights and obligations of a data exporter or data importer in accordance with its designation in Annex I.A.

(c) The acceding entity shall have no rights or obligations arising under these Clauses from the period prior to becoming a Party.

SECTION II – OBLIGATIONS OF THE PARTIES

Clause 8

Data protection safeguards

The data exporter warrants that it has used reasonable efforts to determine that the data importer is able, through the implementation of appropriate technical and organisational measures, to satisfy its obligations under these Clauses.

8.1 Instructions

(a) The data importer shall process the personal data only on documented instructions from the data exporter. The data exporter may give such instructions throughout the duration of the contract.

(b) The data importer shall immediately inform the data exporter if it is unable to follow those instructions.

8.2 Purpose limitation

The data importer shall process the personal data only for the specific purpose(s) of the transfer, as set out in Annex I.B, unless on further instructions from the data exporter.

8.3 Transparency

On request, the data exporter shall make a copy of these Clauses, including the Appendix as completed by the Parties, available to the data subject free of charge. To the extent necessary to protect business secrets or other confidential information, including the measures described in Annex II and personal data, the data exporter may redact part of the text of the Appendix to these Clauses prior to sharing a copy, but shall provide a meaningful summary where the data subject would otherwise not be able to understand the its content or exercise his/her rights. On request, the Parties shall provide the data subject with the reasons for the redactions, to the extent possible without revealing the redacted information. This Clause is without prejudice to the obligations of the data exporter under Articles 13 and 14 of Regulation (EU) 2016/679.

8.4 Accuracy

If the data importer becomes aware that the personal data it has received is inaccurate, or has become outdated, it shall inform the data exporter without undue delay. In this case, the data importer shall cooperate with the data exporter to erase or rectify the data.

8.5 Duration of processing and erasure or return of data

Processing by the data importer shall only take place for the duration specified in Annex I.B. After the end of the provision of the processing services, the data importer shall, at the choice of the data exporter, delete all personal data processed on behalf of the data exporter and certify to the data exporter that it has done so, or return to the data exporter all personal data processed on its behalf and delete existing copies. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit return or deletion of the personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process it to the extent and for as long as required under that local law. This is without prejudice to Clause 14, in particular the requirement for the data importer under Clause 14(e) to notify the data exporter throughout the duration of the contract if it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under Clause 14(a).

8.6 Security of processing

(a) The data importer and, during transmission, also the data exporter shall implement appropriate technical and organisational measures to ensure the security of the data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access to that data (hereinafter “personal data breach”). In assessing the appropriate level of security, the Parties shall take due account of the state of the art, the costs of implementation, the nature, scope, context and purpose(s) of processing and the risks involved in the processing for the data subjects. The Parties shall in particular consider having recourse to encryption or pseudonymisation, including during transmission, where the purpose of processing can be fulfilled in that manner. In case of pseudonymisation, the additional information for attributing the personal data to a specific data subject shall, where possible, remain under the exclusive control of the data exporter. In complying with its obligations under this paragraph, the data importer shall at least implement the technical and organisational measures specified in Annex II. The data importer shall carry out regular checks to ensure that these measures continue to provide an appropriate level of security.

(b) The data importer shall grant access to the personal data to members of its personnel only to the extent strictly necessary for the implementation, management and monitoring of the contract. It shall ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

(c) In the event of a personal data breach concerning personal data processed by the data importer under these Clauses, the data importer shall take appropriate measures to address the breach, including measures to mitigate its adverse effects. The data importer shall also notify the data exporter without undue delay after having become aware of the breach. Such notification shall contain the details of a contact point where more information can be obtained, a description of the nature of the breach (including, where possible, categories and approximate number of data subjects and personal data records concerned), its likely consequences and the measures taken or proposed to address the breach including, where appropriate, measures to mitigate its possible adverse effects. Where, and in so far as, it is not possible to provide all information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay.

(d) The data importer shall cooperate with and assist the data exporter to enable the data exporter to comply with its obligations under Regulation (EU) 2016/679, in particular to notify the competent supervisory authority and the affected data subjects, taking into account the nature of processing and the information available to the data importer.

8.7 Sensitive data

Where the transfer involves personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person’s sex life or sexual orientation, or data relating to criminal convictions and offences (hereinafter “sensitive data”), the data importer shall apply the specific restrictions and/or additional safeguards described in Annex I.B.

8.8 Onward transfers

The data importer shall only disclose the personal data to a third party on documented instructions from the data exporter. In addition, the data may only be disclosed to a third party located outside the European Union (in the same country as the data importer or in another third country, hereinafter “onward transfer”) if the third party is or agrees to be bound by these Clauses, under the appropriate Module, or if:

the onward transfer is to a country benefitting from an adequacy decision pursuant to Article 45 of Regulation (EU) 2016/679 that covers the onward transfer;

the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 Regulation of (EU) 2016/679 with respect to the processing in question;

the onward transfer is necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings; or

the onward transfer is necessary in order to protect the vital interests of the data subject or of another natural person.

Any onward transfer is subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose limitation.

8.9 Documentation and compliance

(a) The data importer shall promptly and adequately deal with enquiries from the data exporter that relate to the processing under these Clauses.

(b) The Parties shall be able to demonstrate compliance with these Clauses. In particular, the data importer shall keep appropriate documentation on the processing activities carried out on behalf of the data exporter.

(c) The data importer shall make available to the data exporter all information necessary to demonstrate compliance with the obligations set out in these Clauses and at the data exporter’s request, allow for and contribute to audits of the processing activities covered by these Clauses, at reasonable intervals or if there are indications of non-compliance. In deciding on a review or audit, the data exporter may take into account relevant certifications held by the data importer.

(d) The data exporter may choose to conduct the audit by itself or mandate an independent auditor. Audits may include inspections at the premises or physical facilities of the data importer and shall, where appropriate, be carried out with reasonable notice.

(e) The Parties shall make the information referred to in paragraphs (b) and (c), including the results of any audits, available to the competent supervisory authority on request.

Clause 9

Use of sub-processors

(a) The data importer has the data exporter’s general authorisation for the engagement of sub-processor(s) from an agreed list. The data importer shall specifically inform the data exporter in writing of any intended changes to that list through the addition or replacement of sub-processors at least thirty (30) days in advance, thereby giving the data exporter sufficient time to be able to object to such changes prior to the engagement of the sub-processor(s). The data importer shall provide the data exporter with the information necessary to enable the data exporter to exercise its right to object.

(b) Where the data importer engages a sub-processor to carry out specific processing activities (on behalf of the data exporter), it shall do so by way of a written contract that provides for, in substance, the same data protection obligations as those binding the data importer under these Clauses, including in terms of third-party beneficiary rights for data subjects. The Parties agree that, by complying with this Clause, the data importer fulfils its obligations under Clause 8.8. The data importer shall ensure that the sub-processor complies with the obligations to which the data importer is subject pursuant to these Clauses.

(c) The data importer shall provide, at the data exporter’s request, a copy of such a sub-processor agreement and any subsequent amendments to the data exporter. To the extent necessary to protect business secrets or other confidential information, including personal data, the data importer may redact the text of the agreement prior to sharing a copy.

(d) The data importer shall remain fully responsible to the data exporter for the performance of the sub-processor’s obligations under its contract with the data importer. The data importer shall notify the data exporter of any failure by the sub-processor to fulfil its obligations under that contract.

(e) The data importer shall agree a third-party beneficiary clause with the sub-processor whereby - in the event the data importer has factually disappeared, ceased to exist in law or has become insolvent - the data exporter shall have the right to terminate the sub-processor contract and to instruct the sub-processor to erase or return the personal data.

Clause 10

Data subject rights

(a) The data importer shall promptly notify the data exporter of any request it has received from a data subject. It shall not respond to that request itself unless it has been authorised to do so by the data exporter.

(b) The data importer shall assist the data exporter in fulfilling its obligations to respond to data subjects’ requests for the exercise of their rights under Regulation (EU) 2016/679. In this regard, the Parties shall set out in Annex II the appropriate technical and organisational measures, taking into account the nature of the processing, by which the assistance shall be provided, as well as the scope and the extent of the assistance required.

(c) In fulfilling its obligations under paragraphs (a) and (b), the data importer shall comply with the instructions from the data exporter.

Clause 11

Redress

(a) The data importer shall inform data subjects in a transparent and easily accessible format, through individual notice or on its website, of a contact point authorised to handle complaints. It shall deal promptly with any complaints it receives from a data subject.

(b) In case of a dispute between a data subject and one of the Parties as regards compliance with these Clauses, that Party shall use its best efforts to resolve the issue amicably in a timely fashion. The Parties shall keep each other informed about such disputes and, where appropriate, cooperate in resolving them.

(c) Where the data subject invokes a third-party beneficiary right pursuant to Clause 3, the data importer shall accept the decision of the data subject to:

lodge a complaint with the supervisory authority in the Member State of his/her habitual residence or place of work, or the competent supervisory authority pursuant to Clause 13;

refer the dispute to the competent courts within the meaning of Clause 18.

(d) The Parties accept that the data subject may be represented by a not-for-profit body, organisation or association under the conditions set out in Article 80(1) of Regulation (EU) 2016/679.

(e) The data importer shall abide by a decision that is binding under the applicable EU or Member State law.

(f) The data importer agrees that the choice made by the data subject will not prejudice his/her substantive and procedural rights to seek remedies in accordance with applicable laws.

Clause 12

Liability

(a) Each Party shall be liable to the other Party/ies for any damages it causes the other Party/ies by any breach of these Clauses.

(b) The data importer shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data importer or its sub-processor causes the data subject by breaching the third-party beneficiary rights under these Clauses.

(c) Notwithstanding paragraph (b), the data exporter shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data exporter or the data importer (or its sub-processor) causes the data subject by breaching the third-party beneficiary rights under these Clauses. This is without prejudice to the liability of the data exporter and, where the data exporter is a processor acting on behalf of a controller, to the liability of the controller under Regulation (EU) 2016/679 or Regulation (EU) 2018/1725, as applicable.

(d) The Parties agree that if the data exporter is held liable under paragraph (c) for damages caused by the data importer (or its sub-processor), it shall be entitled to claim back from the data importer that part of the compensation corresponding to the data importer’s responsibility for the damage.

(e) Where more than one Party is responsible for any damage caused to the data subject as a result of a breach of these Clauses, all responsible Parties shall be jointly and severally liable and the data subject is entitled to bring an action in court against any of these Parties.

(f) The Parties agree that if one Party is held liable under paragraph (e), it shall be entitled to claim back from the other Party/ies that part of the compensation corresponding to its / their responsibility for the damage.

(g) The data importer may not invoke the conduct of a sub-processor to avoid its own liability.

Clause 13

Supervision

(a) [Where the data exporter is established in an EU Member State:] The supervisory authority with responsibility for ensuring compliance by the data exporter with Regulation (EU) 2016/679 as regards the data transfer, as indicated in Annex I.C, shall act as competent supervisory authority.

[Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) and has appointed a representative pursuant to Article 27(1) of Regulation (EU) 2016/679:] The supervisory authority of the Member State in which the representative within the meaning of Article 27(1) of Regulation (EU) 2016/679 is established, as indicated in Annex I.C, shall act as competent supervisory authority.

[Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) without however having to appoint a representative pursuant to Article 27(2) of Regulation (EU) 2016/679:] The supervisory authority of one of the Member States in which the data subjects whose personal data is transferred under these Clauses in relation to the offering of goods or services to them, or whose behaviour is monitored, are located, as indicated in Annex I.C, shall act as competent supervisory authority.

(b) The data importer agrees to submit itself to the jurisdiction of and cooperate with the competent supervisory authority in any procedures aimed at ensuring compliance with these Clauses. In particular, the data importer agrees to respond to enquiries, submit to audits and comply with the measures adopted by the supervisory authority, including remedial and compensatory measures. It shall provide the supervisory authority with written confirmation that the necessary actions have been taken.

SECTION III – LOCAL LAWS AND OBLIGATIONS IN CASE OF ACCESS BY PUBLIC AUTHORITIES

Clause 14

Local laws and practices affecting compliance with the Clauses

(a) The Parties warrant that they have no reason to believe that the laws and practices in the third country of destination applicable to the processing of the personal data by the data importer, including any requirements to disclose personal data or measures authorising access by public authorities, prevent the data importer from fulfilling its obligations under these Clauses. This is based on the understanding that laws and practices that respect the essence of the fundamental rights and freedoms and do not exceed what is necessary and proportionate in a democratic society to safeguard one of the objectives listed in Article 23(1) of Regulation (EU) 2016/679, are not in contradiction with these Clauses.

(b) The Parties declare that in providing the warranty in paragraph (a), they have taken due account in particular of the following elements:

the specific circumstances of the transfer, including the length of the processing chain, the number of actors involved and the transmission channels used; intended onward transfers; the type of recipient; the purpose of processing; the categories and format of the transferred personal data; the economic sector in which the transfer occurs; the storage location of the data transferred; the laws and practices of the third country of destination– including those requiring the disclosure of data to public authorities or authorising access by such authorities – relevant in light of the specific circumstances of the transfer, and the applicable limitations and safeguards; any relevant contractual, technical or organisational safeguards put in place to supplement the safeguards under these Clauses, including measures applied during transmission and to the processing of the personal data in the country of destination.

(c) The data importer warrants that, in carrying out the assessment under paragraph (b), it has made its best efforts to provide the data exporter with relevant information and agrees that it will continue to cooperate with the data exporter in ensuring compliance with these Clauses.

(d) The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on request.

(e) The data importer agrees to notify the data exporter promptly if, after having agreed to these Clauses and for the duration of the contract, it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under paragraph (a), including following a change in the laws of the third country or a measure (such as a disclosure request) indicating an application of such laws in practice that is not in line with the requirements in paragraph (a).

(f) Following a notification pursuant to paragraph (e), or if the data exporter otherwise has reason to believe that the data importer can no longer fulfil its obligations under these Clauses, the data exporter shall promptly identify appropriate measures (e.g. technical or organisational measures to ensure security and confidentiality) to be adopted by the data exporter and/or data importer to address the situation. The data exporter shall suspend the data transfer if it considers that no appropriate safeguards for such transfer can be ensured, or if instructed by the competent supervisory authority to do so. In this case, the data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses. If the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise. Where the contract is terminated pursuant to this Clause, Clause 16(d) and (e) shall apply.

Clause 15

Obligations of the data importer in case of access by public authorities

15.1 Notification

(a) The data importer agrees to notify the data exporter and, where possible, the data subject promptly (if necessary with the help of the data exporter) if it: receives a legally binding request from a public authority, including judicial authorities, under the laws of the country of destination for the disclosure of personal data transferred pursuant to these Clauses; such notification shall include information about the personal data requested, the requesting authority, the legal basis for the request and the response provided; or becomes aware of any direct access by public authorities to personal data transferred pursuant to these Clauses in accordance with the laws of the country of destination; such notification shall include all information available to the importer.

(b) If the data importer is prohibited from notifying the data exporter and/or the data subject under the laws of the country of destination, the data importer agrees to use its best efforts to obtain a waiver of the prohibition, with a view to communicating as much information as possible, as soon as possible. The data importer agrees to document its best efforts in order to be able to demonstrate them on request of the data exporter.

(c) Where permissible under the laws of the country of destination, the data importer agrees to provide the data exporter, at regular intervals for the duration of the contract, with as much relevant information as possible on the requests received (in particular, number of requests, type of data requested, requesting authority/ies, whether requests have been challenged and the outcome of such challenges, etc.).

(d) The data importer agrees to preserve the information pursuant to paragraphs (a) to (c) for the duration of the contract and make it available to the competent supervisory authority on request.

(e) Paragraphs (a) to (c) are without prejudice to the obligation of the data importer pursuant to Clause 14(e) and Clause 16 to inform the data exporter promptly where it is unable to comply with these Clauses.

15.2 Review of legality and data minimisation

(a) The data importer agrees to review the legality of the request for disclosure, in particular whether it remains within the powers granted to the requesting public authority, and to challenge the request if, after careful assessment, it concludes that there are reasonable grounds to consider that the request is unlawful under the laws of the country of destination, applicable obligations under international law and principles of international comity. The data importer shall, under the same conditions, pursue possibilities of appeal. When challenging a request, the data importer shall seek interim measures with a view to suspending the effects of the request until the competent judicial authority has decided on its merits. It shall not disclose the personal data requested until required to do so under the applicable procedural rules. These requirements are without prejudice to the obligations of the data importer under Clause 14(e).

(b) The data importer agrees to document its legal assessment and any challenge to the request for disclosure and, to the extent permissible under the laws of the country of destination, make the documentation available to the data exporter. It shall also make it available to the competent supervisory authority on request.

(c) The data importer agrees to provide the minimum amount of information permissible when responding to a request for disclosure, based on a reasonable interpretation of the request.

SECTION IV – FINAL PROVISIONS

Clause 16

Non-compliance with the Clauses and termination

(a) The data importer shall promptly inform the data exporter if it is unable to comply with these Clauses, for whatever reason.

(b) In the event that the data importer is in breach of these Clauses or unable to comply with these Clauses, the data exporter shall suspend the transfer of personal data to the data importer until compliance is again ensured or the contract is terminated. This is without prejudice to Clause 14(f).

(c) The data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses, where:the data exporter has suspended the transfer of personal data to the data importer pursuant to paragraph (b) and compliance with these Clauses is not restored within a reasonable time and in any event within one month of suspension; the data importer is in substantial or persistent breach of these Clauses; or the data importer fails to comply with a binding decision of a competent court or supervisory authority regarding its obligations under these Clauses. In these cases, it shall inform the competent supervisory authority of such non-compliance. Where the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise.

(d) Personal data that has been transferred prior to the termination of the contract pursuant to paragraph (c) shall at the choice of the data exporter immediately be returned to the data exporter or deleted in its entirety. The same shall apply to any copies of the data. The data importer shall certify the deletion of the data to the data exporter. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit the return or deletion of the transferred personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process the data to the extent and for as long as required under that local law.

(e) Either Party may revoke its agreement to be bound by these Clauses where (i) the European Commission adopts a decision pursuant to Article 45(3) of Regulation (EU) 2016/679 that covers the transfer of personal data to which these Clauses apply; or (ii) Regulation (EU) 2016/679 becomes part of the legal framework of the country to which the personal data is transferred. This is without prejudice to other obligations applying to the processing in question under Regulation (EU) 2016/679.

Clause 17

Governing law

These Clauses shall be governed by the law of the EU Member State in which the data exporter is established. Where such law does not allow for third-party beneficiary rights, they shall be governed by the law of another EU Member State that does allow for third-party beneficiary rights. The Parties agree that this shall be the law of Ireland (specify Member State).

Clause 18

Choice of forum and jurisdiction

(a) Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State.

(b) The Parties agree that those shall be the courts of Ireland (specify Member State).

(c) A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of the Member State in which he/she has his/her habitual residence.

(d) The Parties agree to submit themselves to the jurisdiction of such courts.