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APPENDIX IV
DATA PROCESSING STANDARD CONTRACTUAL CLAUSES
In countries where regulatory approval is required for use of the Standard Contractual Clauses, the Standard Contractual
Clauses cannot be relied upon under European Commission 2010/87/EU (of February 2010) to legitimize export of data from
the country, unless Customer has the required regulatory approval.
From May 25, 2018 references to various Articles from the Directive 95/46/EC in the Standard Contractual Clauses below will be
treated as references to the relevant and appropriate Articles in the GDPR.
For the purposes of Article 26(2) of Directive 95/46/EC for the transfer of personal data to processors established in third
countries which do not ensure an adequate level of data protection, Customer (as data exporter) and mResource (as data
importer, whose signature appears below), each a “party,” together “the parties,” have agreed on the following Contractual
Clauses (the “Clauses” or “Standard Contractual Clauses”) in order to adduce adequate safeguards with respect to the
protection of privacy and fundamental rights and freedoms of individuals for the transfer by the data exporter to the data
importer of the personal data specified in Appendix 1.
The data exporter has entered into a data processing addendum (“DPA”) with the data importer. Pursuant to the terms of the
DPA, it is contemplated that services provided by the data importer will involve the transfer of personal data to data importer.
Data importer is located in a country not ensuring an adequate level of data protection. To ensure compliance with Directive
95/46/EC and applicable data protection law, the controller agrees to the provision of such Services, including the processing of
personal data incidental thereto, subject to the data importer’s execution of, and compliance with, the terms of these Clauses.
Clause 1: Definitions
For the purposes of the Clauses;
(a) 'personal data', 'special categories of data', 'process/processing', 'controller', 'processor', 'data subject' and
'supervisory authority' shall have the same meaning as in Directive 95/46/EC of the European Parliament and of the
Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the
free movement of such data;
(b) 'the data exporter' means the controller who transfers the personal data;
(c) 'the data importer' means the processor who agrees to receive from the data exporter personal data intended for
processing on his behalf after the transfer in accordance with his instructions and the terms of the Clauses and who is
not subject to a third country's system ensuring adequate protection within the meaning of Article 25(1) of Directive
95/46/EC;
(d) 'the subprocessor' means any processor engaged by the data importer or by any other subprocessor of the data
importer who agrees to receive from the data importer or from any other subprocessor of the data importer personal
data exclusively intended for processing activities to be carried out on behalf of the data exporter after the transfer in
accordance with his instructions, the terms of the Clauses and the terms of the written subcontract;
(e) 'the applicable data protection law' means the legislation protecting the fundamental rights and freedoms of
individuals and, in particular, their right to privacy with respect to the processing of personal data applicable to a data
controller in the Member State in which the data exporter is established;
(f) 'technical and organisational security measures' means those measures aimed at protecting personal data against
accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where
the processing involves the transmission of data over a network, and against all other unlawful forms of processing.
| Loop Data Processing Standard Contractual Clauses Appendix 1
Confidentiality Notice: This document is intended only for mResource and Loop clients, and contains information that is confidential,
proprietary, privileged or otherwise protected from disclosure. If you are not an intended recipient, please (i) do not read, copy or use this
document, or disclose it to others, (ii) notify the sender immediately, and (iii) delete this document from your system.
Clause 2: Details of the transfer
The details of the transfer and in particular the special categories of personal data where applicable are specified in Appendix 1
which forms an integral part of the Clauses.
Clause 3: Third-party beneficiary clause
1. The data subject can enforce against the data exporter this Clause, Clause 4(b) to (i), Clause 5(a) to (e), and (g) to (j), Clause
6(1) and (2), Clause 7, Clause 8(2), and Clauses 9 to 12 as third-party beneficiary.
2. The data subject can enforce against the data importer this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause
8(2), and Clauses 9 to 12, in cases where the data exporter has factually disappeared or has ceased to exist in law unless
any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law, as a
result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them
against such entity.
3. The data subject can enforce against the subprocessor this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause
8(2), and Clauses 9 to 12, in cases where both the data exporter and the data importer have factually disappeared or
ceased to exist in law or have become insolvent, unless any successor entity has assumed the entire legal obligations of the
data exporter by contract or by operation of law as a result of which it takes on the rights and obligations of the data
exporter, in which case the data subject can enforce them against such entity. Such third-party liability of the subprocessor
shall be limited to its own processing operations under the Clauses.
4. The parties do not object to a data subject being represented by an association or other body if the data subject so
expressly wishes and if permitted by national law.
Clause 4: Obligations of the data exporter
The data exporter agrees and warrants:
a) that the processing, including the transfer itself, of the personal data has been and will continue to be carried out in
accordance with the relevant provisions of the applicable data protection law (and, where applicable, has been
notified to the relevant authorities of the Member State where the data exporter is established) and does not violate
the relevant provisions of that State;
b) that it has instructed and throughout the duration of the personal data processing services will instruct the data
importer to process the personal data transferred only on the data exporter's behalf and in accordance with the
applicable data protection law and the Clauses;
c) that the data importer will provide sufficient guarantees in respect of the technical and organisational security
measures specified in Appendix 2 below;
d) that after assessment of the requirements of the applicable data protection law, the security measures are
appropriate to protect personal data against accidental or unlawful destruction or accidental loss, alteration,
unauthorised disclosure or access, in particular where the processing involves the transmission of data over a
network, and against all other unlawful forms of processing, and that these measures ensure a level of security
appropriate to the risks presented by the processing and the nature of the data to be protected having regard to the
state of the art and the cost of their implementation;
e) that it will ensure compliance with the security measures;
f) that, if the transfer involves special categories of data, the data subject has been informed or will be informed before,
or as soon as possible after, the transfer that its data could be transmitted to a third country not providing adequate
protection within the meaning of Directive 95/46/EC;
| Loop Data Processing Standard Contractual Clauses Appendix 2
Confidentiality Notice: This document is intended only for mResource and Loop clients, and contains information that is confidential,
proprietary, privileged or otherwise protected from disclosure. If you are not an intended recipient, please (i) do not read, copy or use this
document, or disclose it to others, (ii) notify the sender immediately, and (iii) delete this document from your system.
g) to forward any notification received from the data importer or any subprocessor pursuant to Clause 5(b) and Clause
8(3) to the data protection supervisory authority if the data exporter decides to continue the transfer or to lift the
suspension;
h) to make available to the data subjects upon request a copy of the Clauses, with the exception of Appendix 2, and a
summary description of the security measures, as well as a copy of any contract for subprocessing services which has
to be made in accordance with the Clauses, unless the Clauses or the contract contain commercial information, in
which case it may remove such commercial information;
i) that, in the event of subprocessing, the processing activity is carried out in accordance with Clause 11 by a
subprocessor providing at least the same level of protection for the personal data and the rights of data subject as the
data importer under the Clauses; and
j) that it will ensure compliance with Clause 4(a) to (i).
Clause 5: Obligations of the data importer
The data importer agrees and warrants:
a) to process the personal data only on behalf of the data exporter and in compliance with its instructions and the
Clauses; if it cannot provide such compliance for whatever reasons, it agrees to inform promptly the data exporter of
its inability to comply, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the
contract;
b) that it has no reason to believe that the legislation applicable to it prevents it from fulfilling the instructions received
from the data exporter and its obligations under the contract and that in the event of a change in this legislation
which is likely to have a substantial adverse effect on the warranties and obligations provided by the Clauses, it will
promptly notify the change to the data exporter as soon as it is aware, in which case the data exporter is entitled to
suspend the transfer of data and/or terminate the contract;
c) that it has implemented the technical and organisational security measures specified in Appendix 2 before processing
the personal data transferred;
d) that it will promptly notify the data exporter about:
i. any legally binding request for disclosure of the personal data by a law enforcement authority unless
otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law
enforcement investigation,
ii. any accidental or unauthorised access, and
iii. any request received directly from the data subjects without responding to that request, unless it has been
otherwise authorised to do so;
e) to deal promptly and properly with all inquiries from the data exporter relating to its processing of the personal data
subject to the transfer and to abide by the advice of the supervisory authority with regard to the processing of the
data transferred;
f) at the request of the data exporter to submit its data processing facilities for audit of the processing activities covered
by the Clauses which shall be carried out by the data exporter or an inspection body composed of independent
members and in possession of the required professional qualifications bound by a duty of confidentiality, selected by
the data exporter, where applicable, in agreement with the supervisory authority;
g) to make available to the data subject upon request a copy of the Clauses, or any existing contract for subprocessing,
unless the Clauses or contract contain commercial information, in which case it may remove such commercial
| Loop Data Processing Standard Contractual Clauses Appendix 3
Confidentiality Notice: This document is intended only for mResource and Loop clients, and contains information that is confidential,
proprietary, privileged or otherwise protected from disclosure. If you are not an intended recipient, please (i) do not read, copy or use this
document, or disclose it to others, (ii) notify the sender immediately, and (iii) delete this document from your system.
information, with the exception of Appendix 2 which shall be replaced by a summary description of the security
measures in those cases where the data subject is unable to obtain a copy from the data exporter;
h) that, in the event of subprocessing, it has previously informed the data exporter and obtained its prior written
consent;
i) that the processing services by the subprocessor will be carried out in accordance with Clause 11; and
j) to send promptly a copy of any subprocessor agreement it concludes under the Clauses to the data exporter.
Clause 6: Liability
1. The parties agree that any data subject who has suffered damage as a result of any breach of the obligations referred to in
Clause 3 or in Clause 11 by any party or subprocessor is entitled to receive compensation from the data exporter for the
damage suffered.
2. If a data subject is not able to bring a claim for compensation in accordance with paragraph 1 against the data exporter,
arising out of a breach by the data importer or his subprocessor of any of their obligations referred to in Clause 3 or in
Clause 11, because the data exporter has factually disappeared or ceased to exist in law or has become insolvent, the data
importer agrees that the data subject may issue a claim against the data importer as if it were the data exporter, unless
any successor entity has assumed the entire legal obligations of the data exporter by contract of by operation of law, in
which case the data subject can enforce its rights against such entity.
The data importer may not rely on a breach by a subprocessor of its obligations in order to avoid its own liabilities.
3. If a data subject is not able to bring a claim against the data exporter or the data importer referred to in paragraphs 1 and
2, arising out of a breach by the subprocessor of any of their obligations referred to in Clause 3 or in Clause 11 because
both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become
insolvent, the subprocessor agrees that the data subject may issue a claim against the data subprocessor with regard to its
own processing operations under the Clauses as if it were the data exporter or the data importer, unless any successor
entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law, in
which case the data subject can enforce its rights against such entity. The liability of the subprocessor shall be limited to its
own processing operations under the Clauses.
Clause 7: Mediation and jurisdiction
1. The data importer agrees that if the data subject invokes against it third-party beneficiary rights and/or claims
compensation for damages under the Clauses, the data importer will accept the decision of the data subject:
a) to refer the dispute to mediation, by an independent person or, where applicable, by the supervisory authority;
b) to refer the dispute to the courts in the Member State in which the data exporter is established.
2. The parties agree that the choice made by the data subject will not prejudice its substantive or procedural rights to seek
remedies in accordance with other provisions of national or international law.
Clause 8: Cooperation with supervisory authorities
1. The data exporter agrees to deposit a copy of this contract with the supervisory authority if it so requests or if such deposit
is required under the applicable data protection law.
2. The parties agree that the supervisory authority has the right to conduct an audit of the data importer, and of any
subprocessor, which has the same scope and is subject to the same conditions as would apply to an audit of the data
exporter under the applicable data protection law.
| Loop Data Processing Standard Contractual Clauses Appendix 4
Confidentiality Notice: This document is intended only for mResource and Loop clients, and contains information that is confidential,
proprietary, privileged or otherwise protected from disclosure. If you are not an intended recipient, please (i) do not read, copy or use this
document, or disclose it to others, (ii) notify the sender immediately, and (iii) delete this document from your system.
3. The data importer shall promptly inform the data exporter about the existence of legislation applicable to it or any
subprocessor preventing the conduct of an audit of the data importer, or any subprocessor, pursuant to paragraph 2. In
such a case the data exporter shall be entitled to take the measures foreseen in Clause 5 (b).
Clause 9: Governing Law.
The Clauses shall be governed by the law of the Member State in which the data exporter is established.
Clause 10: Variation of the contract
The parties undertake not to vary or modify the Clauses. This does not preclude the parties from adding clauses on business
related issues where required as long as they do not contradict the Clause.
Clause 11: Subprocessing
1. The data importer shall not subcontract any of its processing operations performed on behalf of the data exporter under
the Clauses without the prior written consent of the data exporter. Where the data importer subcontracts its obligations
under the Clauses, with the consent of the data exporter, it shall do so only by way of a written agreement with the
subprocessor which imposes the same obligations on the subprocessor as are imposed on the data importer under the
Clauses. Where the subprocessor fails to fulfil its data protection obligations under such written agreement the data
importer shall remain fully liable to the data exporter for the performance of the subprocessor's obligations under such
agreement.
2. The prior written contract between the data importer and the subprocessor shall also provide for a third-party beneficiary
clause as laid down in Clause 3 for cases where the data subject is not able to bring the claim for compensation referred to
in paragraph 1 of Clause 6 against the data exporter or the data importer because they have factually disappeared or have
ceased to exist in law or have become insolvent and no successor entity has assumed the entire legal obligations of the
data exporter or data importer by contract or by operation of law. Such third-party liability of the subprocessor shall be
limited to its own processing operations under the Clauses.
3. The provisions relating to data protection aspects for subprocessing of the contract referred to in paragraph 1 shall be
governed by the law of the Member State in which the data exporter is established.
4. The data exporter shall keep a list of subprocessing agreements concluded under the Clauses and notified by the data
importer pursuant to Clause 5 (j), which shall be updated at least once a year. The list shall be available to the data
exporter's data protection supervisory authority.
Clause 12: Obligation after the termination of personal data processing services
1. The parties agree that on the termination of the provision of data processing services, the data importer and the
subprocessor shall, at the choice of the data exporter, return all the personal data transferred and the copies thereof to
the data exporter or shall destroy all the personal data and certify to the data exporter that it has done so, unless
legislation imposed upon the data importer prevents it from returning or destroying all or part of the personal data
transferred. In that case, the data importer warrants that it will guarantee the confidentiality of the personal data
transferred and will not actively process the personal data transferred anymore.
2. The data importer and the subprocessor warrant that upon request of the data exporter and/or of the supervisory
authority, it will submit its data processing facilities for an audit of the measures referred to in paragraph 1.
| Loop Data Processing Standard Contractual Clauses Appendix 5
Confidentiality Notice: This document is intended only for mResource and Loop clients, and contains information that is confidential,
proprietary, privileged or otherwise protected from disclosure. If you are not an intended recipient, please (i) do not read, copy or use this
document, or disclose it to others, (ii) notify the sender immediately, and (iii) delete this document from your system.
APPENDIX 1 TO THE STANDARD CONTRACTUAL CLAUSES
This Appendix forms part of the Clauses and must be completed and signed by the parties. The Member States may complete
or specify, according to their national procedures, any additional necessary information to be contained in this Appendix.
Data exporter: Customer is the data exporter. The data exporter is a user of mResource Software as a Service as defined in the
Master Service Agreement or appropriate User License Agreement.
Data importer: The data importer is mResource, LLC, a provider and supplier of cloud based software and services.
Data subjects: Data subjects include the data exporter’s end-users and clients including candidates, applicants, employees,
partners, registrants and customers of the data exporter. Data subjects may also include individuals attempting to
communicate or transfer personal information to users of the services provided by data importer.
Categories of data: The personal data transferred includes e-mail, text messages, documents, forms and other data in an
electronic form in the context of the Online Services.
Processing operations: The personal data transferred will be subject to the following basic processing activities:
a) Duration and Object of Data Processing. The duration of data processing shall be for the term designated under the
applicable agreement between data exporter and the mResource entity to which these Standard Contractual Clauses
are annexed (“mResource” or “Loop”). The objective of the data processing is the performance of cloud based
services for online users.
b) Scope and Purpose of Data Processing. The scope and purpose of processing personal data is described in the Security
Practices and Policies section of the OST. The data importer operates a global network of data centers and
management/support facilities, and processing may take place in any jurisdiction where data importer or its sub-
processors operate such facilities.
c) Customer Data Access. For the term designated under the Master Services Agreement or User License data importer
will at its election and as necessary under applicable law implementing Article 12(b) of the EU Data Protection
Directive, either: (1) provide data exporter with the ability to correct, delete, or block Customer Data, or (2) make
such corrections, deletions, or blockages on its behalf.
d) Data Exporter’s Instructions. For cloud based services, data importer will only act upon data exporter’s instructions as
designated under the Terms of the Master Services Agreement or User License, and any applicable Statement of
Work.
e) Customer Data Deletion or Return. Upon expiration or termination of data exporter’s use of cloud based services, it
may extract Customer Data and data importer will delete Customer Data, each in accordance with the Master Service
Agreement or User License and, any applicable Statement of Work.
Subcontractors: The data importer may hire other companies to provide limited services on data importer’s behalf, such as
providing customer support. Any such subcontractors will be permitted to obtain Customer Data only to deliver the services the
data importer has retained them to provide, and they are prohibited from using Customer Data for any other purpose.
| Loop Data Processing Standard Contractual Clauses Appendix 6
Confidentiality Notice: This document is intended only for mResource and Loop clients, and contains information that is confidential,
proprietary, privileged or otherwise protected from disclosure. If you are not an intended recipient, please (i) do not read, copy or use this
document, or disclose it to others, (ii) notify the sender immediately, and (iii) delete this document from your system.
APPENDIX 2 TO THE STANDARD CONTRACTUAL CLAUSES
Description of the technical and organizational security measures implemented by the data importer in accordance with
Clauses 4(d) and 5(c):
1. Data Privacy Contact for Loop. The data privacy officer of the data importer can be reached at the following address:
PRIVACY@LOOPWORKS.COM
2. Data Security and Management. The data importer has implemented and will maintain appropriate technical and
organizational measures, internal controls, and information security routines intended to protect Customer Data, as
defined in the Master Services Agreement Addendum III Data Protection and Data Privacy, and can be found in Loop IT
Security Overview.
3. Personnel. Data importer’s personnel will not process Customer Data without authorization. Personnel are obligated to
maintain the confidentiality of any Customer Data and this obligation continues after the end of their tenure.
Signing the Standard Contractual Clauses, Appendix 1 and Appendix 2 on behalf of the data importer:
John Hancock, CEO
mResource, LLC
660 W. Lake Street, Suite 350, Chicago, IL 60661
Signing the Standard Contractual Clauses, Appendix 1 and Appendix 2 on behalf of the data exporter:
Name:
Authorized Signature:
Registered Address:
| Loop Data Processing Standard Contractual Clauses Appendix 7
Confidentiality Notice: This document is intended only for mResource and Loop clients, and contains information that is confidential,
proprietary, privileged or otherwise protected from disclosure. If you are not an intended recipient, please (i) do not read, copy or use this
document, or disclose it to others, (ii) notify the sender immediately, and (iii) delete this document from your system.