GDPR DATA PROCESSING ADDENDUM

1.1. "Controller", "Processor", "Data Subject", "Personal Data", "Personal Data Breach", "Processing" (and "Process"), "Special Categories of Personal Data", "Supervisory Authority" shall have the same meaning as in the GDPR.

1.2. "Data Protection Laws" means all applicable laws relating to data protection and privacy including without limitation the GDPR, the UK GDPR, and any applicable national implementing laws, regulations, and secondary legislation in any Member State of the EU or the UK, as amended or updated from time to time.

1.3. "EU Personal Data" means Personal Data relating to Data Subjects located in the European Economic Area (EEA) (including, for the purposes of this DPA, the United Kingdom) that is processed by the Company solely on behalf of the Customer in connection with the provision of the Service.

1.4. "Service" means the services provided to the Customer by the Company in accordance with the Agreement.

1.5. "Standard Contractual Clauses" or "SCCs" means the standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council, as set out in the Annex to Commission Implementing Decision (EU) 2021/914 of 4 June 2021, attached as Exhibit C to this DPA.

1.6. "Subprocessor" means any Processor engaged by the Company to assist in fulfilling its obligations with respect to providing the Service pursuant to the Agreement or this DPA.

2.1. This DPA applies to the processing of EU Personal Data by the Company on behalf of the Customer for the purpose of providing the Service.

2.2. The subject matter, nature, purpose, and duration of the processing, as well as the types of EU Personal Data processed and categories of Data Subjects, are set forth in Exhibit A to this DPA.

2.3. As between the parties: a) Customer is a Controller and the Company is a Processor with regard to EU Personal Data; or b) Customer is a Processor acting on behalf of a third-party Controller and the Company is a Subprocessor.

2.4. This DPA shall remain in effect for as long as the Company carries out EU Personal Data processing operations on behalf of the Customer or until termination of the Agreement (and all EU Personal Data has been returned or deleted in accordance with Section 3.9 of this DPA).

3.1. Instructions. The Company shall: a) Process EU Personal Data only on documented instructions from the Customer, unless required to do otherwise by applicable law, in which case the Company shall inform the Customer of that legal requirement before processing, unless prohibited from doing so by law; b) Immediately inform the Customer if, in the Company's opinion, an instruction infringes the GDPR or other Data Protection Laws; c) Ensure that persons authorized to process EU Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

3.2. Purpose Limitation. The Company shall process EU Personal Data only for the specific purposes set out in Exhibit A, unless it receives further documented instructions from the Customer or is required to do otherwise by applicable law (in which case, the Company shall inform the Customer of that legal requirement before processing, unless prohibited from doing so by law).

3.3. Data Minimization. The Company shall ensure that EU Personal Data processed is adequate, relevant, and limited to what is necessary in relation to the purposes for which it is processed.

3.4. Data Subject Rights. Taking into account the nature of the processing, the Company shall assist the Customer by implementing appropriate technical and organizational measures, insofar as this is possible, for the fulfillment of the Customer's obligation to respond to requests for exercising Data Subject rights under the GDPR, including but not limited to: a) Right of access; b) Right to rectification; c) Right to erasure ('right to be forgotten'); d) Right to restriction of processing; e) Right to data portability; f) Right to object to processing; g) Rights related to automated decision-making including profiling.The Company shall promptly notify the Customer if it receives a request from a Data Subject in respect of their EU Personal Data and shall not respond to the Data Subject except on documented instructions from the Customer or as required by applicable law.

3.5. Security of Processing. The Company shall: a) Implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk, taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons; b) Such measures shall include, as appropriate: i. The pseudonymization and encryption of Personal Data; ii. The ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services; iii. The ability to restore the availability and access to Personal Data in a timely manner in the event of a physical or technical incident; iv. A process for regularly testing, assessing and evaluating the effectiveness of technical and organizational measures for ensuring the security of the processing. c) The detailed security measures implemented by the Company are set forth in Exhibit B to this DPA.

3.6. Privacy by Design and Default. The Company shall implement appropriate technical and organizational measures for ensuring that, by default, only EU Personal Data which is necessary for each specific purpose of the processing is processed, in accordance with the principles of data protection by design and by default as set out in Article 25 of the GDPR.

3.7. Personal Data Breach. The Company shall: a) Notify the Customer without undue delay, and in any event within 48 hours after becoming aware of a Personal Data Breach affecting EU Personal Data; b) Provide the Customer with sufficient information to allow it to meet any obligations to report a Personal Data Breach under the Data Protection Laws; c) Take reasonable steps to mitigate the effects of any Personal Data Breach and to minimize any damage resulting from the Personal Data Breach; d) Document all Personal Data Breaches, including the facts relating to the Personal Data Breach, its effects and the remedial action taken.

3.8. Data Protection Impact Assessment and Prior Consultation. The Company shall provide reasonable assistance to the Customer with any data protection impact assessments, and prior consultations with Supervisory Authorities, which the Customer reasonably considers to be required by Article 35 or Article 36 of the GDPR, in each case solely in relation to the processing of EU Personal Data by the Company on behalf of the Customer and taking into account the nature of the processing and information available to the Company.

3.9. Deletion or Return of Data. The Company shall, at the choice of the Customer, delete or return all EU Personal Data to the Customer after the end of the provision of the Service relating to processing, and delete existing copies unless applicable law requires storage of the EU Personal Data. If the Customer does not provide documented instructions regarding the return or deletion of EU Personal Data within thirty (30) days after the termination or expiration of the Agreement, the Company shall delete the EU Personal Data in accordance with its standard procedures.

3.10. Audit Rights. The Company shall: a) Make available to the Customer all information necessary to demonstrate compliance with the obligations laid down in this DPA and allow for and contribute to audits, including inspections, conducted by the Customer or another auditor mandated by the Customer; b) Immediately inform the Customer if, in its opinion, an instruction infringes the GDPR or other Data Protection Laws; c) Maintain complete and accurate records of all processing activities carried out on behalf of the Customer containing the information required under Article 30(2) of the GDPR.

3.11. Special Categories of Personal Data. If the processing involves Special Categories of Personal Data, the Company shall implement specific additional safeguards to protect such data consistent with the requirements of applicable Data Protection Laws.

4.1. General Authorization. The Customer hereby provides general authorization for the Company to engage Subprocessors to assist in the provision of the Service.

4.2. Current Subprocessors. The Customer acknowledges and expressly agrees that the Company may engage the Subprocessors listed in Exhibit B to this DPA.

4.3. New Subprocessors. The Company shall: a) Provide the Customer with at least thirty (30) days' prior written notice of the addition or replacement of any Subprocessor; b) Ensure that any such Subprocessor enters into a written agreement with the Company requiring the Subprocessor to abide by terms no less protective than those provided in this DPA; c) Remain fully liable to the Customer for the performance of that Subprocessor's obligations.

4.4. Objection Right. If the Customer has a legitimate reason to object to the Company's use of a new Subprocessor, the Customer shall notify the Company in writing within fifteen (15) days after receipt of the Company's notice. If the Customer objects to a new Subprocessor, the parties will work together in good faith to find a mutually acceptable resolution. If no such resolution can be reached, the Customer may terminate the portion of the Service which cannot be provided by the Company without the use of the objected-to new Subprocessor, with no penalty to either party.

5.1. Data Transfer Mechanism. The parties acknowledge that the Company may transfer and process EU Personal Data outside the EEA, the UK, or Switzerland. Any such transfer shall be made in compliance with the requirements of Data Protection Laws, including: a) Adequacy Decision: If transfers are made to a country deemed to provide adequate protection by the European Commission; or b) Standard Contractual Clauses: In accordance with the SCCs as set out in Exhibit C, which are hereby incorporated into this DPA by reference.

5.2. Module Selection for SCCs. For the purposes of the SCCs: a) When the Customer is a Controller of EU Personal Data, Module Two (Controller to Processor) of the SCCs shall apply; b) When the Customer is a Processor of EU Personal Data, Module Three (Processor to Processor) of the SCCs shall apply.

5.3. Schrems II Compliance. In addition to the SCCs, the parties agree to implement the supplementary measures set out in Exhibit D to ensure that the transferred EU Personal Data is afforded a level of protection essentially equivalent to that guaranteed in the EEA. These measures are based on the European Data Protection Board's recommendations following the Court of Justice of the European Union's judgment in the Schrems II case (C-311/18).

5.4. Transfer Impact Assessment. The Company shall, upon reasonable request from the Customer, provide Customer with a Transfer Impact Assessment (TIA) documenting the assessment carried out in relation to the transfer and processing of EU Personal Data pursuant to this DPA, including a description of: a) The practical circumstances of the transfer; b) The laws and practices of the third country of destination relevant in light of the circumstances of the transfer; c) Any relevant contractual, technical or organizational safeguards put in place to supplement the SCCs.

6.1. The Customer represents and warrants that: a) It has all necessary rights, permissions and authorizations to share EU Personal Data with the Company for the purposes set out in this DPA; b) It shall comply with all applicable obligations under the Data Protection Laws in respect of its processing of EU Personal Data and any processing instructions it issues to the Company; c) It has provided appropriate notice to Data Subjects regarding the processing of their EU Personal Data by the Company on behalf of the Customer, and has obtained all consents and authorizations necessary under applicable Data Protection Laws for the Company to process such EU Personal Data pursuant to the Agreement and this DPA; d) Its processing instructions to the Company shall comply with applicable Data Protection Laws and shall not place the Company in breach of any applicable Data Protection Laws.

6.2. If the Customer is a Processor acting on behalf of a third-party Controller, the Customer warrants that its instructions and actions with respect to that EU Personal Data, including its appointment of the Company as another Processor, have been authorized by the relevant Controller.

7.1. Each party shall be liable to the other party for damages it causes by any breach of this DPA.

7.2. Each party shall be liable to Data Subjects for damages it causes by any breach of third-party beneficiary rights under this DPA or the Data Protection Laws. The Customer shall be fully liable to Data Subjects for damages caused by the Company insofar as Company is operating under the Customer's instructions.

7.3. In the event that a party is held liable for a violation of this DPA committed by the other party, the latter will, to the extent to which it is liable, indemnify the first party for any cost, charge, damages, expenses or loss it has incurred.

7.4. Each party's liability arising out of or related to this DPA, whether in contract, tort or under any other theory of liability, is subject to the limitation of liability provisions of the Agreement.

8.1. This DPA shall commence on the Effective Date and shall continue in force until the termination or expiration of the Agreement, unless terminated earlier in accordance with its terms.

8.2. Upon termination of this DPA for any reason, the Company shall comply with Section 3.9 (Deletion or Return of Data).

9.1. Governing Law. This DPA shall be governed by and construed in accordance with the laws specified in the Agreement without regard to its conflicts of law provisions.

9.2. Severability. If any provision of this DPA is held invalid or unenforceable, the remaining provisions of this DPA will remain in full force. Any invalid or unenforceable provision shall be replaced by a valid and enforceable provision that achieves to the greatest extent possible the objectives of the invalid or unenforceable provision.

9.3. Order of Precedence. In the event of any conflict between this DPA and the Agreement or any other agreement between the parties with respect to its subject matter, this DPA shall prevail.

9.4. Amendments. No amendment or modification of this DPA shall be binding unless made in writing and signed by both parties.

9.5. Notices. Any notice required or permitted to be given under this DPA shall be in writing and delivered in accordance with the notice provisions set out in the Agreement.

Name

Email address

IP address

Device information

Browser information

Any other personal data that Customer chooses to include in content processed by the Service

Subscribers and prospective subscribers of Customer

Representatives of Customer

Other individuals whose personal data is provided to the Company via the Service by (or at the direction of) Customer

Account setup and administration

Service access and use

Service performance monitoring

Service security and fraud prevention

Service improvement and development

Customer support and technical troubleshooting

Compliance with legal and regulatory obligations

Maintain a comprehensive information security program based on recognized industry frameworks (e.g., ISO 27001, NIST Cybersecurity Framework)

Conduct regular risk assessments and security audits

Implement security awareness training for all personnel

Designate a security officer responsible for overseeing and implementing the security program

Maintain documented security policies and procedures

Review and update security measures in light of new risks, technologies, and industry practices

Conduct background checks on all employees, where permitted by law

Require employees to sign confidentiality agreements

Implement role-based access controls

Provide regular security awareness training

Maintain disciplinary processes for security violations

Implement procedures for termination or change of employment

Implement formal user access management procedures

Enforce strong authentication mechanisms (e.g., multi-factor authentication)

Implement principle of least privilege for all system access

Regularly review and revoke unnecessary access rights

Maintain secure log-on procedures

Use encrypted passwords and enforce password policies

Implement session timeout mechanisms

Maintain audit logs of user activities

Implement physical security perimeters and entry controls

Secure offices, rooms, and facilities with appropriate controls

Protect against external and environmental threats

Control public access and delivery areas

Secure disposal of equipment and media

Implement clear desk and clear screen policy

Document operating procedures

Implement change management controls

Implement capacity management

Separate development, testing, and production environments

Implement malware protection

Perform regular data backups

Implement secure logging and monitoring

Control operational software

Manage technical vulnerabilities

Conduct security assessments and penetration testing

Implement network security controls

Secure network services

Segregate networks

Enforce secure transfer of information

Implement secure messaging

Execute confidentiality agreements

Protect data in transit using strong encryption

Include security requirements in new systems

Secure development environments

Implement secure development lifecycle practices

Apply security in development procedures

Secure system files

Secure development and support processes

Conduct vulnerability scanning and penetration testing

Manage test data securely

Include security in supplier agreements

Monitor and review supplier services

Manage changes to supplier services

Apply security requirements to third-party service delivery

Implement incident response procedures

Report information security events and weaknesses

Assess and respond to security incidents

Collect evidence for investigations

Implement and test business continuity plans

Conduct post-incident reviews and implement lessons learned

Implement encryption for data at rest and in transit

Enforce data minimization principles

Implement pseudonymization where appropriate

Maintain procedures for secure disposal of data

Maintain data retention and deletion procedures

Implement mechanisms to isolate EU Personal Data

Enable regular testing and evaluation of security measures

Implement secure data recovery capabilities

Conduct regular data protection impact assessments

Identify applicable legal, regulatory, and contractual requirements

Protect intellectual property rights

Protect records

Ensure privacy and protection of EU Personal Data

Implement independent information security reviews

(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) for the transfer of personal data to a third country.

(b) The Parties: (i) 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 (ii) 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').

(c) These Clauses apply with respect to the transfer of personal data as specified in Annex I.B.

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

(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: (i) Clause 1, Clause 2, Clause 3, Clause 6, Clause 7; (ii) Clause 8.1(b), 8.9(a), (c), (d) and (e); [For Module Two] (iii) Clause 9(a), (c), (d) and (e); [For Module Two] (iv) Clause 12(a), (d) and (f); [For Module Two] (v) Clause 13; (vi) Clause 15.1(c), (d) and (e); (vii) Clause 16(e); (viii) Clause 18(a) and (b). [For Module Two]

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

(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.

(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.

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 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

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: (i) 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; (ii) 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; (iii) 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 (iv) 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) GENERAL WRITTEN AUTHORISATION The data importer has the data exporter's general authorisation for the engagement of sub-processors 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.

(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.

(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: (i) 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; (ii) 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.

(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.

(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.

(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:

(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.

(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:

(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.

(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.

(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:

(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.

(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.

(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.

Subscribers and prospective subscribers of Customer

Representatives of Customer

Other individuals whose personal data is provided to the Company via the Service by (or at the direction of) Customer

Name

Email address

IP address

Device information

Browser information

Any other personal data that Customer chooses to include in content processed by the Service

Encryption of sensitive data

Access controls and logging for any access to sensitive data

Specific training for personnel handling sensitive data

Additional contractual safeguards

The Company shall implement strong end-to-end encryption when transferring EU Personal Data

At-rest data encryption using industry standard algorithms (minimum AES-256)

Encryption key management processes ensuring that the data importer cannot access unencrypted data

Pseudonymization of personal data where feasible prior to transfer

Strict role-based access controls limiting access to EU Personal Data to only those who require it

Multi-factor authentication for all accounts with access to EU Personal Data

Just-in-time and just-enough access privileges following the principle of least privilege

Automated logging and monitoring of all access to EU Personal Data

Regular access rights reviews and prompt removal of access when no longer needed

EU Personal Data shall be stored in logically separated environments

Technical measures to prevent commingling of EU Personal Data with other data

Logical segregation of Customer data from other customers

The Company shall maintain and enforce internal policies governing access to and handling of EU Personal Data

Regular training for all personnel with access to EU Personal Data

Clear processes for notification of government access requests

Transparency reporting on government access requests where legally permissible

Legal team review of all government access requests

Challenge of unlawful or overbroad requests

Notification to Customer of government access requests unless legally prohibited

Provision of only the minimum data legally required in response to requests

Detailed documentation of all government access requests

The Company shall maintain a regularly updated TIA for all relevant data transfers

Assessment of the laws and practices of the destination country

Analysis of the risks specific to the transferred data

Regular review and update of the TIA to account for changes in laws or processing activities

The Company shall promptly inform the Customer of any government access request

The Company shall provide regular transparency reports to Customer

The Company shall maintain documentation of all access requests for audit purposes

The Company shall use all legal means to challenge government access requests that appear excessive or unlawful

The Company shall minimize the data disclosed to government authorities

The Company shall notify Customer prior to disclosing EU Personal Data to a public authority unless prohibited by law

The Company shall provide all necessary support for responding to data subject requests

The Company shall cooperate with Customer in conducting data protection impact assessments

The Company shall assist Customer in responding to inquiries from supervisory authorities

The Company shall conduct regular assessments of the effectiveness of these supplementary measures

Independent third-party audits of security measures at least annually

Prompt remediation of any identified deficiencies

The Company shall maintain comprehensive documentation of all transfers of EU Personal Data

Records of all government access requests and responses

Regular compliance reports to be provided to Customer upon request