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DocuSign Envelope ID: A81AAE32-40C1-4149-9A53-8FB0592BAE35
Customer Data Processing Addendum
This Data Processing Addendum ("DPA") forms part of, and is subject to, the Master Agreement or other written or electronic terms of
service or subscription by and between the legal entity defined as “Customer” thereunder together with all Customer Affiliates who are
signatories to an Order Form (collectively, for purposes of this DPA, “Customer”) and Imply Data, Inc. (“Imply”). This DPA shall be
effective on the effective date of the Agreement, unless this DPA is separately executed in which case it is effective on the date of the
last signature ("Effective Date"). All capitalized terms not defined in this DPA shall have the meanings set forth in the Agreement. In
the event of a conflict between the terms and conditions of this DPA and the Agreement, the terms and conditions of this DPA shall
supersede and control.
The Standard Contractual Clauses attached as Exhibit 1 will apply only where Customer Data processed under the Agreement is governed
by the General Data Protection Regulation ((EU) 2016/679) (“GDPR”) or corresponding data protection laws in Switzerland or the
United Kingdom (“UK”), and such data is transferred out of the European Economic Area (“EEA”) or UK, either directly or via onward
transfer, to a country not recognized by the European Commission as providing an adequate level of protection for personal data. The
Standard Contractual Clauses shall supersede this DPA only to the extent there is an express conflict with this DPA.
1. Definitions.
“Account” means Customer’s account in the Service in which Customer stores and processes Customer Data.
“Adequate Jurisdiction” means the countries that the European Commission recognizes as providing adequate level of data
protection as set forth at https://ec.europa.eu/info/law/law-topic/data-protection/international-dimension-data-
protection/adequacy-decisions_en.
"Affiliate" has the meaning set forth in the Agreement.
“Authorized Affiliate” shall mean a Customer Affiliate who has not signed an Order Form pursuant to the Agreement, but who is the
Data Controller for the Customer Personal Data processed by Imply pursuant to the Agreement, for so long as such entity remains a
Customer Affiliate.
“California Consumer Privacy Act” or “CCPA” means the California Consumer Privacy Act of 2018, as may be amended from time
to time.
"Customer Data" has the meaning set forth in the Agreement.
"Customer Personal Data" means any Customer Data that is Personal Data.
"Data Controller" means an entity that determines the purposes and means of the Processing of Personal Data.
"Data Processor" means an entity that Processes Personal Data on behalf of a Data Controller.
"Data Protection Laws" means all data protection and privacy laws applicable to the respective party in its role in the Processing of
Personal Data under the Agreement, including, where applicable, EU & UK Data Protection Law and the CCPA.
“Data Subject” means the identified or identifiable natural person to whom Customer Personal Data relates.
"EU & UK Data Protection Law" means (a) Regulation 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) as well as any subsequent data protection law ("GDPR") and (b) the United Kingdom’s Data Protection Act 2018
(as well as any subsequent data protection law enacted by the United Kingdom, such as a version of GDPR).
"Services shall mean the services provided by Imply in relation to the processing of personal data as described in the Agreement
"Personal Data" means any information, including opinions, relating to an identified or identifiable natural person and includes similarly
defined terms in Data Protection Laws, including, but not limited to, the definition of “personal information” in the CCPA.
DocuSign Envelope ID: A81AAE32-40C1-4149-9A53-8FB0592BAE35
"Processing" shall mean any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or
not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation,
use, disclosure by transmission, dissemination and "Process", "Processes" and "Processed" will be interpreted accordingly.
"Purposes" shall mean (a) Imply’s provision of the Services under the Agreement, including Processing initiated by Users in their use
of the Services, and (b) further documented, reasonable instructions from Customer agreed upon by the parties.
"Security Incident" means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure
of or access to Customer Personal Data.
"Standard Contractual Clauses" shall mean in respect of the Personal Data of EU citizen, the Commission implementing decision
(EU) 2021/914 of 4 June 2021 on 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 may be amended or replaced by the European Commission from time
to time. In respect of UK citizen data the clauses set out in the European Commission implementing decision of 5 February 2010
reference 2010/87/EU and as adopted into the United Kingdom by the Information Commissioner’s Office as may be replaced from time
to time. Annex 1 and 2 of the Standard Contractual Clauses shall be as set forth in this DPA at Section 3.5 (Details of Data Processing)
and 5 (Security).
"Sub-processor" means any other Data Processors engaged by Imply to Process Customer Personal Data.
2. Scope and Applicability of this DPA. This DPA applies where and only to the extent that Imply Processes Customer
Personal Data on behalf of Customer as Data Processor in the course of providing the Services.
3. Roles and Scope of Processing.
3.1 Role of the Parties. As between Imply and Customer, Customer is either the Data Controller of Customer Personal Data, or
if Customer is acting on behalf of a third-party Data Controller, then a Data Processor, and Imply shall Process Customer
Personal Data only as a Data Processor acting on behalf of Customer and, with respect to CCPA, as a “service provider” as
defined therein. To the extent any General Knowledge (as defined in the Agreement) is considered Personal Data under
applicable Data Protection Laws, Imply is the Data Controller of such data and shall Process such data in accordance with the
Agreement and applicable Data Protection Laws.
3.2 CCPA. If Imply processes personal data under the Agreement within the scope of the CCPA or similar Data Protection Laws,
Imply will only process such personal data for the agreed upon business purpose for which Customer provides or permits,
including under any ‘sale’ exemption as stated in the CCPA, and will not process, sell, or otherwise make personal data
available for Imply’s own commercial purposes in any way that does not comply with the CCPA. Imply will reasonably
cooperate with any Customer request or instruction from authorized persons requiring Imply to provide, amend, transfer, or
delete the personal data, or to stop, mitigate, or remedy any unauthorized processing. Additionally, Imply will promptly notify
Customer if it receives a verifiable consumer request under the CCPA applicable to Customer data hereunder.
3.3 Customer Instructions. Imply will Process Customer Personal Data only for the Purposes. Customer shall ensure its
Processing instructions are lawful and that the Processing of Customer Personal Data in accordance with such instructions will
not violate applicable Data Protection Laws. The parties agree that the Agreement (including this DPA) sets out Customer’s
complete and final instructions to Imply for the Processing of Customer Personal Data. Any Processing outside the scope of
these instructions will require prior written agreement between Customer and Imply.
3.4 Customer Affiliates. Imply’s obligations set forth in this DPA shall also extend to Authorized Affiliates, subject to the
following conditions:
(a) Customer must communicate any additional Processing instructions from its Authorized Affiliates directly to Imply;
(b) Customer shall be responsible for Authorized Affiliates’ compliance with this DPA and all acts and/or omissions by
an Authorized Affiliate with respect to Customer’s obligations in this DPA shall be considered the acts and/or
omissions of Customer; and
(c) Authorized Affiliates shall not bring a claim directly against Imply. If an Authorized Affiliate seeks to assert a legal
demand, action, suit, claim, proceeding or otherwise against Imply (“Authorized Affiliate Claim”): (i) Customer
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must bring such Authorized Affiliate Claim directly against Imply on behalf of such Authorized Affiliate, unless
Data Protection Laws require the Authorized Affiliate be a party to such claim; and (ii) all Authorized Affiliate
Claims shall be considered claims made by Customer and shall be subject to any liability restrictions set forth in the
Agreement, including any aggregate limitation of liability.
3.5 Customer Processing of Personal Data. Customer agrees that it: (a) will comply with its obligations under Data Protection
Laws with respect to its Processing of Customer Personal Data; (b) will make appropriate use of the Services to ensure a level
of security appropriate to the particular content of the Customer Personal Data, such as pseudonymizing and routine backup
of Customer Personal Data; and (c) has obtained all consents, permissions and rights necessary under Data Protection Laws
for Imply to lawfully Process Customer Personal Data for the Purposes, including, without limitation, Customer's sharing
and/or receiving of Customer Personal Data with third-parties via Customer’s the use of the Services.
3.6 Details of Data Processing.
(a) Subject matter: The subject matter of the Processing under this DPA is the Customer Personal Data.
(b) Duration: Notwithstanding expiry or termination of the Agreement, this DPA and Standard Contractual Clauses (if
applicable) will remain in effect until, and will automatically expire upon, deletion of all Customer Personal Data as
described in this DPA.
(c) Purpose: Imply shall Process Customer Personal Data only for the Purposes.
(d) Nature of the Processing: Imply provides Services as described in the Agreement.
(e) Categories of Data Subjects: The categories of Data Subjects to which Customer Personal Data relate are determined
and controlled by Customer in its sole discretion, and may include, but are not limited to:
(i) Prospects, customers, business partners and vendors of Customer (who are natural persons);
(ii) Employees or contact persons of Customer’s prospects, customers, business partners and vendors; and/or
(iii) Employees, agents, advisors, freelancers of Customer (who are natural persons).
(f) Types of Personal Data: The types of Customer Personal Data are determined and controlled by Customer in its sole
discretion, and may include, but are not limited to:
(i) Identification and contact data (name, address, title, contact details);
(ii) Financial information (credit card details, account details, payment information);
(iii) Employment details (employer, job title, geographic location, area of responsibility); and/or
(iv) IT information (IP addresses, usage data, cookies data, location data).
(g) Special Categories of Personal Data (if applicable): Subject to any applicable restrictions and/or conditions in the
Agreement or Documentation, Customer may also include 'special categories of personal data' or similarly sensitive
personal data (as described or defined in Data Protection Laws) in Customer Personal Data, the extent of which is
determined and controlled by Customer in its sole discretion, and which may include, but is not limited to Customer
Personal Data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union
membership, and the Processing of genetic data, biometric data for the purposes of uniquely identifying a natural
person, data concerning health or data concerning a natural person's sex life or sexual orientation.
4. Sub-processing.
4.1 Authorized Sub-processors. Customer generally authorizes the engagement of Sub-processors and specifically consents to
those listed at https://imply.io/legal (“Sub-processor Site”) as of the Effective Date and hereby consents to all current and
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future subsidiaries and affiliates of Imply as Sub-processors. For clarity, this Section 4 (Sub-Processing) constitutes
Customer’s general consent for Imply’s engagement of onward sub-processors under the Standard Contractual Clauses.
4.2 Sub-processor Obligations. Imply shall: (a) enter into a written agreement with each Sub-processor imposing data protection
obligations no less protective of Customer Personal Data as Imply’s obligations in this DPA to the extent applicable to the
nature of the services provided by such Sub-processor; and (b) remain liable for each Sub-processor’s compliance with the
obligations in this DPA. Upon written request, Imply shall provide Customer all relevant information it reasonably can in
connection with its applicable Sub-processor agreements where required to satisfy Customer’s obligations under Data
Protection Laws.
4.3 Changes to Sub-processors. Imply shall make available on its Sub-processor Site a mechanism for Customer to subscribe to
notifications of new Sub-processors. Imply shall provide such notification at least fourteen (14) days in advance of allowing
the new Sub-processor to Process Customer Personal Data (the “Objection Period”). During the Objection Period, Customer
may object in writing to Imply’s appointment of the new Sub-processor, provided that such objection is based on reasonable
grounds relating to data protection. In such event, the parties will discuss Customer’s concerns in good faith with a view to
achieving resolution. If Customer can reasonably demonstrate that the new Sub-processor is unable to Process Customer
Personal Data in compliance with the terms of this DPA and Imply cannot provide an alternative Sub-processor, or the parties
are not otherwise able to achieve resolution as provided in the preceding sentence, Customer, as its sole and exclusive remedy,
may terminate the Order Form(s) with respect only to those aspects of the Services which cannot be provided by Imply without
the use of the new Sub-processor by providing written notice to Imply. Imply will refund Customer any prepaid unused fees
of such Order Form(s) following the effective date of termination with respect to such terminated Services.
5. Security.
5.1 Security Measures. 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,
Imply shall maintain appropriate technical and organizational measures to ensure a level of security appropriate to the risk of
Processing Customer Personal Data.
5.2 Confidentiality of Processing. Imply shall ensure that any person who is authorized by Imply to Process Customer Personal
Data (including its staff, agents and subcontractors) shall be under an appropriate obligation of confidentiality (whether a
contractual or statutory duty).
5.3 No Assessment of Customer Personal Data by Imply. Imply shall have no obligation to assess the contents of Customer
Personal Data to identify information subject to any specific legal requirements. Customer is responsible for reviewing the
information made available by Imply relating to data security and making an independent determination as to whether the
Services meet Customer’s requirements and legal obligations under Data Protection Laws.
6. Customer Audit Rights.
6.1 Upon written request and at no additional cost to Customer, Imply shall provide Customer, or its appropriately qualified third-
party representative (collectively, the "Auditor"), access to reasonably requested documentation evidencing Imply's
compliance with its obligations under this DPA in the form of, as applicable (a) SOC 2 Type II audit reports, HIPAA
Compliance Report for Business Associates, or (b) Imply's most recently completed industry standard security questionnaire,
such as a CAIQ (“Reports”).
6.2 Customer may also send a written request for an audit (including inspection) of Imply’s facilities. Following receipt by Imply
of such request, Imply and Customer shall mutually agree in advance on the details of the audit, including reasonable start
date, scope and duration of, and security and confidentiality controls applicable to, any such audit. Imply may charge a fee
(rates shall be reasonable, taking into account the resources expended by Imply) for any such audit. The Reports, audit, and
any information arising therefrom shall be Imply's Confidential Information.
6.3 Where the Auditor is a third-party, the Auditor may be required to execute a separate confidentiality agreement with Imply
prior to any review of Reports or an audit of Imply, and Imply may object in writing to such Auditor, if in Imply's reasonable
opinion, the Auditor is not suitably qualified or is a direct competitor of Imply. Any such objection by Imply will require
Customer to either appoint another Auditor or conduct the audit itself. Expenses incurred by Auditor in connection with any
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review of Reports or an audit, shall be borne exclusively by Customer or the Auditor. For clarity, the exercise of audit rights
under the Standard Contractual Clauses shall be as described in this Section 6 (Customer Audit Rights).
7. Data Transfers
7.1 Hosting and Processing Locations. Imply will only host Customer Personal Data in the region(s) offered by Imply or as
Customer otherwise configures (the “Hosting Region”). Customer is solely responsible for the regions from which its Users
access the Customer Personal Data, for any transfer or sharing of Customer Personal Data by Customer or its Users and for
any subsequent designation of other Hosting Regions (either for the same Account, or a different Account). Once Customer
has selected a Hosting Region, Imply will not Process Customer Personal Data from outside the Hosting Region except as
reasonably necessary to provide the Services procured by Customer, or as necessary to comply with the law or binding order
of a governmental body.
7.2 Transfer Mechanisms. For any transfers by Customer of Customer Personal Data from the European Economic Area and/or
its member states, United Kingdom and/or Switzerland (collectively, “Restricted Countries”) to Imply in a country which
does not ensure an adequate level of protection (within the meaning of and to the extent governed by the Data Protection Laws
of the Restricted Countries) (collectively, “Third Country”), such transfers shall be governed by the Standard Contractual
Clauses (controller to processor):
7.2.1 Standard Contractual Clauses (controller to processor): Imply agrees to abide by, and Process Customer Personal
Data from the Restricted Countries in compliance with the Standard Contractual Clauses which are incorporated into
this DPA by reference, and for these purposes Imply shall be the "data importer" and Customer is the "data exporter"
under the Standard Contractual Clauses (notwithstanding that Customer may be an entity located outside of a
Restricted Country).
7.2.2. The following selections apply to the Standard Contractual Clauses:
Section Reference Concept Selection by the Parties
Section IV, Clause Governing law The laws of Ireland.
17 The Switzerland Federal Act on Data
Protection (“FADP”) insofar as the transfers
are governed by the FADP.
Section IV, Clause Choice of forum and The courts of Ireland.
18 (b) jurisdiction
Section II, Clause 9 Approval of Subprocessors Option 1: SPECIFIC PRIOR
AUTHORIZATION
Additional The term ‘member state’ must not be interpreted in such a way as to exclude data
adaptations insofar subjects in Switzerland from the possibility of suing for their rights in their place
as the FADP of residence (Switzerland) in accordance with Clause 18 (c) of the Standard
governs the transfers Contractual Clauses.
The references to “GDPR” are to be understood as references to FADP.
The Standard Contractual Clauses shall apply to data pertaining to legal entities
until the entry into force of the revised FADP.
For transfers of UK personal data, the following selections apply:
Section Reference Concept Selection by the Parties
Clause 9 Governing law The laws of England and Wales
Section IV, Clause Subprocessing The laws of England and Wales
11.3
Other adaptations References to the “Union” and “EU Member State” are all replaced with the
“UK”.
“Competent Supervisory authority” is the Information Commissioner.
Any dispute arising from the UK Standard Contractual Clauses shall be
governed by the courts of England and Wales.
A data subject may also bring legal proceedings against the parties before the
courts of any county in the UK.
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References to GDPR and/or Directive 95/46/EC shall be replaced with
Applicable Law applicable in the UK.
8. Return or Deletion of Data. Customer may retrieve or delete all Customer Personal Data upon expiration or termination of
the Agreement as set forth in the Agreement. Any Customer Personal Data not deleted by Customer shall be deleted by
Imply promptly upon the later of (i) expiration or termination of the Agreement and (ii) expiration of any post-termination
“retrieval period” set forth in the Agreement.
9. Security Incident Response.
9.1 Security Incident Reporting. If Imply becomes aware of a Security Incident, Imply shall notify Customer without undue
delay after becoming aware. Imply shall promptly take reasonable steps to contain, investigate, and mitigate any Security
Incident.
9.2 Security Incident Communications. Imply shall provide Customer timely information about the Security Incident, including,
but not limited to, the nature and consequences of the Security Incident, the measures taken and/or proposed by Imply to
mitigate or contain the Security Incident, the status of Imply's investigation, a contact point from which additional information
may be obtained, and the categories and approximate number of data records concerned. Notwithstanding the foregoing,
Customer acknowledges that because Imply personnel do not have visibility to the content of Customer Personal Data, it will
be unlikely that Imply can provide information as to the particular nature of the Customer Personal Data, or where applicable,
the identities, number or categories of affected Data Subjects. Communications by or on behalf of Imply with Customer in
connection with a Security Incident shall not be construed as an acknowledgment by Imply of any fault or liability with respect
to the Security Incident.
10. Cooperation.
10.1 Data Subject Requests. To the extent legally permitted, Imply shall promptly notify Customer if Imply receives a request
from a Data Subject that identifies Customer and seeks to exercise the Data Subject’s right to access, rectify, erase, transfer or
port Customer Personal Data, or to restrict the Processing of Customer Personal Data (“Data Subject Request”). The Service
provides Customer with a number of controls that Customer may use to assist it in responding to a Data Subject Request and
Customer will be responsible for responding to any such Data Subject Request. To the extent Customer is unable to access the
relevant Customer Personal Data within the Services using such controls or otherwise, taking into account the nature of the
Processing, Imply shall (upon Customer's written request) provide commercially reasonable cooperation to assist Customer in
responding to any Data Subject Requests.
10.2 Data Protection Impact Assessments. Imply shall provide reasonably requested information regarding the Services to enable
Customer to carry out data protection impact assessments or prior consultations with data protection authorities as required by
Data Protection Laws, so long as Customer does not otherwise have access to the relevant information.
10.3 Government, Law Enforcement, and/or Third Party Inquiries. If Imply receives a demand to retain, disclose, or otherwise
Process Customer Personal Data of any third party, including, but not limited from law enforcement or a government authority
(“Third-Party Demand”), then Imply shall attempt to redirect the Third-Party Demand to Customer. Customer agrees that
Imply can provide information to such third party as reasonably necessary to redirect the Third-Party Demand. If Imply cannot
redirect the Third-Party Demand to Customer, then Imply shall, to the extent legally permitted to do so, provide Customer
reasonable notice of the Third-Party Demand as promptly as feasible under the circumstances to allow Customer to seek a
protective order or other appropriate remedy.
11. Relationship with the Agreement.
11.1 The parties agree that this DPA shall replace and supersede any existing data processing addendum, attachment or exhibit
(including the Standard Contractual Clauses (as applicable)) that Imply and Customer may have previously entered into in
connection with the Services.
11.2 Except as provided by this DPA, the Agreement remains unchanged and in full force and effect. If there is any conflict between
this DPA and the Agreement, this DPA shall prevail to the extent of that conflict in connection with the Processing of Customer
Personal Data. Notwithstanding the foregoing, and solely to the extent applicable to any Customer Personal Data comprised
of patient, medical or other protected health information regulated by HIPAA or any similar U.S. federal or state health care
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laws, rules or regulations (“HIPAA Data”), if there is any conflict between this DPA and a business associate agreement
between Customer and Imply (“BAA”), then the BAA shall prevail solely with respect to such HIPAA Data.
11.3 Notwithstanding anything to the contrary in the Agreement or this DPA, each party’s and all of its Affiliates’ liability, taken
together in the aggregate, arising out of or relating to this DPA, the Standard Contractual Clauses, and any other data protection
agreements in connection with the Agreement (if any), shall be subject to any aggregate limitations on liability set out in the
Agreement.
11.4 In no event shall this DPA or any party restrict or limit the rights of any Data Subject or of any competent supervisory authority.
11.5 This DPA will be governed by and construed in accordance with governing law and jurisdiction provisions in the Agreement.
Customer Imply Data, Inc.
Signature: Signature:
Customer Legal Name: Print Name: Juleen Konkel
Print Name: Title: General Counsel
Title: Date: November 23, 2022
Date:
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Exhibit 1
STANDARD CONTRACTUAL CLAUSES
SECTION I
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) 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’)
(iii) 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.
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.
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:
(i) Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;
(ii) Clause 8 – Module One: Clause 8.5 (e) and Clause 8.9(b); Module Two: Clause 8.1(b), 8.9(a), (c), (d) and (e); Module
Three: Clause 8.1(a), (c) and (d) and Clause 8.9(a), (c), (d), (e), (f) and (g); Module Four: Clause 8.1 (b) and Clause
8.3(b);
(iii) Clause 9 – Module Two: Clause 9(a), (c), (d) and (e); Module Three: Clause 9(a), (c), (d) and (e);
(iv) Clause 12 – Module One: Clause 12(a) and (d); Modules Two and Three: Clause 12(a), (d) and (f);
(v) Clause 13;
(vi) Clause 15.1(c), (d) and (e);
(vii) Clause 16(e);
(viii) Clause 18 – Modules One, Two and Three: Clause 18(a) and (b); Module Four: Clause 18.
b) Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.
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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.
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.
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.
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
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.
Transfer controller to processor
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.
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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.
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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 Union1 (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) 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 noncompliance. 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.]
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 14 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 subjects2 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.
1 The Agreement on the European Economic Area (EEA Agreement) provides for the extension of the European Union’s internal market to the three EEA
States Iceland, Liechtenstein and Norway. The Union data protection legislation, including Regulation (EU) 2016/679, is covered by the EEA Agreement
and has been incorporated into Annex XI thereto. Therefore, any disclosure by the data importer to a third party located in the EEA does not qualify as an
onward transfer for the purpose of these Clauses.
2 This requirement may be satisfied by the sub-processor acceding to these Clauses under the appropriate Module, in accordance with Clause 7.
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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.]
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.]
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:
(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.
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.
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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.
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.
b) 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.
c) 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.
d) 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
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:
(i) 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;
(ii) 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 safeguards3;
3 As regards the impact of such laws and practices on compliance with these Clauses, different elements may be considered as part of an overall assessment. Such elements may
include relevant and documented practical experience with prior instances of requests for disclosure from public authorities, or the absence of such requests, covering a sufficiently
representative time-frame. This refers in particular to internal records or other documentation, drawn up on a continuous basis in accordance with due diligence and certified at
senior management level, provided that this information can be lawfully shared with third parties. Where this practical experience is relied upon to conclude that the data importer
will not be prevented from complying with these Clauses, it needs to be supported by other relevant, objective elements, and it is for the Parties to consider carefully whether
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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). [For Module Three: The data
exporter shall forward the notification to the controller.]
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 [for Module Three:, if appropriate in consultation with the controller]. 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 [for
Module Three: the controller or] 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.
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:
(i) 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
(ii) 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.
these elements together carry sufficient weight, in terms of their reliability and representativeness, to support this conclusion. In particular, the Parties have to take into account
whether their practical experience is corroborated and not contradicted by publicly available or otherwise accessible, reliable information on the existence or absence of requests
within the same sector and/or the application of the law in practice, such as case law and reports by independent oversight bodies.
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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
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:
(i) 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;
(ii) the data importer is in substantial or persistent breach of these Clauses; or
(iii) 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 [for Module Three: and the controller] of such noncompliance. 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.] [For Module Four: Personal data collected by the data exporter in the EU that has been transferred prior to the
termination of the contract pursuant to paragraph (c) shall immediately be deleted in its entirety, including any copy thereof.]
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.
17. GOVERNING LAW
These Clauses shall be governed by the law of one of the EU Member States, provided such law allows for third-party beneficiary rights.
The Parties agree that this shall be the law of __________ (specify Member State).
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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 __________ (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
d) Member State in which he/she has his/her habitual residence.
e) The Parties agree to submit themselves to the jurisdiction of such courts.
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Annex I
This Appendix forms part of the Clauses and must be completed 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
The data exporter is the entity identified as the Customer in the Data Processing Addendum in place between data exporter and data
importer and to which these Clauses are appended.
Data importer
The data importer is Imply (as defined in the DPA) to the extent based in a Third Country. Imply provides data analytics computing
solutions, which process Customer Personal Data upon the instruction of the Customer in accordance with the terms of the Agreement.
Description of Data Processing
Please see Section 3.5 (Details of Processing) of the DPA for a description of the categories of data subjects, categories of data, special
categories of data and processing operations.
Annex II
TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES
TO ENSURE THE SECURITY OF THE DATA
Description of the technical and organisational security measures implemented by the data importer in accordance with Clauses 4(d) and
5(c) (or document/legislation attached): As set forth in Sections 5 and 9 of the DPA. Imply has substantially similar measures in place
with its sub-processors.
Annex III
Authorized Sub-processors
Customer acknowledges and agrees that the following entities shall be deemed Authorized Sub-processors that may Process Customer
Personal Data pursuant to this DPA:
Infrastructure Sub-processors
Imply may use the following cloud service providers to host Customer Data, Imply Software, and/or provide other infrastructure that
helps with delivery of Imply’s Services:
Name Purpose Location
AWS, Inc. Cloud service provider 440 Terry Avenue
Seattle, WA 98109
Service-specific Sub-processors
Imply may use the following Sub-processors to provide specific functionality or other Services to process Customer Data:
Name Purpose Location
Confluent, Inc. Provides real-time and continuous stream 899 West Evelyn Ave.
processing for push based ingestion Mountain View, CA 94041
Datadog, Inc. Logging platform used for ingesting, parsing, 620 8th Avenue, 45th Floor
querying and performing analytics on application New York, NY 10018
and infrastructure logs
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PagerDuty Inc. Customer support requests 600 Townsend Street Suite 200 San
Francisco, CA 94103
Slack, Inc. Customer support requests 500 Howard Street
San Francisco, CA 94105
Stripe, Inc. Payment processing 510 Townsend St,
San Francisco, CA 94103
Zendesk, Inc. Customer support requests 1019 Market Street
San Francisco, CA 94103
Imply Affiliates
Imply Affiliate with personnel that may be used to process Customer Data:
Affiliate Location
Imply Data UK Ltd. United Kingdom
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