Data Processing Addendum (DPA) and Standard Contractual Clauses (SCC)

The Data Processing Addendum (the DPA) below is a template and is provided solely for convenience to allow current and prospective customers the ability to view these terms prior to execution. The template below is not legally binding on you or Deadline Funnel. To enter into a binding version of the DPA, you must first create a Deadline Funnel account pursuant to which you accept the Deadline Funnel Terms of Service (https://www.deadlinefunnel.com/tos/).

You can then access an executable version of the DPA here:

https://app.hellosign.com/s/4ADsivQw

You must execute a DPA with Deadline Funnel in order for the DPA to be legally binding. This DPA form applies to Deadline Funnel customers who require a DPA with Deadline Funnel in connection with their legal requirements.

Please note: not all customers will need to sign a DPA. If you are unsure whether you require a DPA with Deadline Funnel , your legal advisors will be able to assist you in making that determination.

Deadline Funnel Data Processing Addendum

This Data Processing Addendum ("Addendum") supplements the Terms of Service, located at https://www.deadlinefunnel.com/tos (the "Agreement"), between _____________ ("Client") and SMART FUNNEL SOFTWARE LLC ("Company"), is dated as of the date of last signature of a party below, and is hereby incorporated by reference into the Agreement. All capitalized terms not otherwise defined in this Addendum will have the meaning given to them in the Agreement. In the event of any inconsistency or conflict between this Addendum and the Agreement, this Addendum will govern. Client and Company agree as follows:

In connection with providing the Services, Company will be Processing Personal Information on behalf of Client. "Personal Information" means information that relates, directly or indirectly, to an identified or identifiable person (a "Data Subject"), which may include names, email addresses, postal addresses, or online identifiers, that Client provides or submits in connection with using the Services. Where required by Applicable Law, any specific categories of Personal Information that Company will Process in connection with the Agreement are set forth in Schedule 1 (Scope of Processing). As between Client and Company, all Personal Information is the sole and exclusive property of Client.
Company and Client Responsibilities. The parties acknowledge and agree that: (a) Company is a processor and/or service provider, as applicable, with respect to Personal Information under Applicable Law (defined below); (b) Client is a controller and/or business with respect to Personal Information under Applicable Law; and (c) each party will comply with the obligations applicable to it under Applicable Law with respect to the Processing of Personal Information.
Company Responsibilities. "Process" or "Processing" means any operation or set of operations which is performed on Personal Information, whether or not by automated means, such as the access, collection, use, storage, disclosure, dissemination, combination, recording, organization, structuring, adaption, alteration, copying, transfer, retrieval, consultation, disposal, restriction, erasure and/or destruction of Personal Information. As a part of the Services, Company will:

(a) Process Personal Information solely in accordance with Client's documented instructions. Without limiting the foregoing, Company will not: (i) collect, retain, use, or disclose Personal Information for any purpose other than as necessary for the specific purpose of performing the Service as described in the Agreement, including use of the Personal Information for a commercial purpose other than providing the Service; and (ii) sell the Personal Information;

(b) Process Personal Information in accordance with laws, rules, and regulations that apply to Company's provision, and Client's use, of the Services, including the General Data Protection Regulation (EU) 2016/679 ("GDPR,") (collectively, "Applicable Law");

(c) not disclose Personal Information to any third party without first, except to the extent prohibited by Applicable Law, (i) notifying Client of the anticipated disclosure (so as to provide Client the opportunity to oppose the disclosure); (ii) obtaining Client's prior consent to the disclosure; or (iii) imposing contractual obligations on the third party recipient that are at least equivalent to those obligations imposed on Company under this Addendum;

(d) amend, correct, or erase Personal Information at Client's written request and provide a means for Client to update and make accurate Personal Information Processed by Company;

(e) notify Client of any third party request (by a Data Subject or otherwise) to (i) restrict the Processing of Personal Information; (ii) port Personal Information to a third party; or (iii) access, rectify, or erase Personal Information. Company will use commercially reasonable efforts to assist Client, at Client's reasonable written request, in complying with Client's obligations to respond to requests and complaints directed to Client with respect to Personal Information Processed by Company;

(f) at the reasonable written request of Client, cooperate and assist Client in conducting a data protection impact assessment, where required by Applicable Law;

(g) ensure that Company personnel Processing Personal Information are subject to obligations of confidentiality; and

(h) keep all Personal Information compartmentalized or otherwise logically distinct from other information of Company or its personnel, suppliers, customers or other third parties.

Company will use commercially reasonable efforts to inform Client if Company becomes aware or reasonably suspects that Client's instructions regarding the Processing of Personal Information may breach any Applicable Law.

4. Subcontractors. Company will not engage another processor to process Client's Personal Information without authorization from Client. Company will be responsible to Client for any material failure of such processor to fulfill Company's data protection obligations as set forth in this Agreement. Client hereby provides its general written authorization for Company's use of subcontractors to Process Personal Information on behalf of Client.

5. Data Transfers. Where required by Applicable Law, Company will use commercially reasonable efforts not to transfer any Personal Information from one country to another without Client's prior written consent, which Client shall not unreasonably withhold, and which Client hereby provides as required for Company's provision of Services under the Agreement. Where Client consents to such transfer, the transfer will be in accordance with Applicable Law and with the following:

(a) Any regulated data transfer will be conducted pursuant to the EU Standard Contract Clauses, incorporated as Schedule 2 to this Addendum. Subject to signature by the parties of this Addendum (which includes the Standard Contract Clauses), the following terms will apply:

i. Client will be referred to as the "Data Exporter" and Company will be referred to as the "Data Importer" in such clauses;

ii. Details in Schedule 1 of this Addendum will be used to complete Appendix 1 of those Standard Contract Clauses;

iii. Details of Section 6 of this Addendum will apply in addition to those in Appendix 2 of those Standard Contract Clauses; and

iv. If there is any conflict between this Addendum or the Agreement and the Standard Contract Clauses, the Standard Contract Clauses will prevail.

(c) For clarity, the EU Standard Contract Clauses will be deemed neither executed nor binding unless both this Addendum (which includes the Standard Contractual Clauses) has been signed by both Company and Client.

6. Security Safeguards. Company will use commercially reasonable efforts to implement and maintain appropriate technical and organizational measures consistent with industry standards to protect and ensure the confidentiality, integrity, and availability of Personal Information.

7. Records and Audits. Company will keep at its normal place of business records of its Processing of Client Personal Information. Where required by Applicable Law, at Client's reasonable request and with advance written notice, Company will use commercially reasonable efforts to make available to Client such records and information as is necessary to demonstrate its compliance with Applicable Law with respect to Personal Information and allow an independent third party to conduct an audit to verify such compliance on behalf of Client. Any such audit will be conducted (a) on reasonable advance written notice to Company; (b) no more than once per year; (c) during Company's standard business hours; and (d) in such a manner to minimize disruption to Company's operations. Any information provided by Company in connection with such audit must be protected as Company's confidential information subject to a separate non-disclosure agreement entered into between Company and the recipient of such information before such audit. To request an audit, Client must submit a detailed audit plan at least 90 days in advance of the proposed audit date describing the proposed scope, duration, and start date of the audit. Client will bear the costs of such audit.

8. Security Breach. If Company becomes aware of any actual Security Breach (defined below), Company will take commercially reasonable efforts to, without undue delay: (a) notify Client of the Security Breach and any third-party legal processes relating to the Security Breach; and (b) help Client investigate, remediate, and take any action required under Applicable Law regarding the Security Breach. "Security Breach" means any unlawful or accidental loss, destruction, alteration, or unauthorized Processing of Personal Information under Company's possession or control. The obligations in this Section do not apply to incidents that are caused by Client or Client's personnel or users.

9. Return or Destruction of Personal Information. Upon written request by Client or when Company no longer is required to Process Personal Information to fulfill its obligations under the Agreement, Company will use commercially reasonable efforts to (a) cease all use of Personal Information; and (b) return all Personal Information to Client or, at Client's option, destroy all Personal Information and all copies thereof, except to the extent that Company is required under Applicable Law to keep a copy of Personal Information for a specified period of time.

10. DISCLAIMER. COMPANY MAKES NO REPRESENTATION OR WARRANTY THAT THIS ADDENDUM IS LEGALLY SUFFICIENT TO MEET CLIENT'S NEEDS UNDER APPLICABLE LAW, INCLUDING THE GDPR. COMPANY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, THROUGH A COURSE OF DEALING, OR OTHERWISE THAT THIS ADDENDUM WILL COMPLY WITH OR SATISFY ANY OF CLIENT'S OBLIGATIONS UNDER APPLICABLE LAW, INCLUDING THE GDPR. CLIENT FULLY UNDERSTANDS THAT IT IS SOLELY RESPONSIBLE FOR COMPLYING WITH ALL OF ITS OBLIGATIONS IMPOSED BY APPLICABLE LAW. THE PARTIES AGREE THAT THERE WILL BE NO PRESUMPTION THAT ANY AMBIGUITIES IN THIS ADDENDUM WILL BE CONSTRUED OR INTERPRETED AGAINST THE DRAFTER.

SMART FUNNEL SOFTWARE, LLC:

By:

Name:

Title:

Date:

CLIENT:

By:

Name:

Title:

Date:

SCHEDULE 1

Scope of Processing

Subject Matter of Processing: The context for the Processing of Personal Information is Company's provision of Services under the Agreement.

Duration of Processing: The Processing will begin on the effective date of the Agreement and will end upon expiration or termination of the Agreement.

Nature and Purpose of Processing: Company specializes in the development of email marketing, marketing automation, sales, CRM, contact management, and business marketing services. Client, as a client of Company, uses the Services to process Personal Information of its customers or contacts for marketing and related customer relationship management purposes. Company stores the Personal Information on its servers and processes such Personal Information only for the purposes of, and in accordance with, the instructions of Client and does not make any decisions itself as to the use, updating, or deletion of Personal Information.

Types of Personal Information: The Personal Information concern the following categories of data: contact details including name, address, telephone or mobile number, fax number and email address; date of birth; personal bank account details; details of goods and/or services which customers/potential customer have purchased or inquired about; IP address; place of employment; occupation; personal interests; age; and other Personal Information collected and provided by Client in connection with Client's use of the Services.

Categories of Data Subjects: The Personal Information transferred concerns the following categories of data subjects: customers and prospective customers of Client and other marketing contacts determined by Client in connection with Client's use of the Services.

SCHEDULE 2

The GDPR Standard Contractual Clauses (the "SCCs") below are between an EEA Controller and a non-EEA Data Processor and are included in this Data Processing Addendum.

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, the data exporter and the data importer identified in the signature pages to these clauses, each a 'party', together 'the parties', HAVE AGREED on the following Contractual Clauses (the 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 Schedule 1.

Clause 1 - Definitions

(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.

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

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.
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.
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.
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 to this contract;

(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;

(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 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) when Company engages a Subprocessor, it will:

(i) require any appointed Subprocessor to protect Customer Data to the standard required by Applicable Data Protection Laws, such as including the same data protection obligations referred to in Article 28(3) of the GDPR, in particular providing sufficient guarantees to implement appropriate technical and organizational measures in such a manner that the processing will meet the requirements of the GDPR; and

(ii) require any appointed Subprocessor to agree in writing to only process data in a country that the European Union has declared to have an "adequate" level of protection; or to only process data on terms equivalent to the Standard Contractual Clauses.

(i) that the processing services by the subprocessor will be carried out in accordance with Clause 11

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

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.
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.
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

a. Data exporter specifically authorizes data importer to use its Affiliates as Subprocessors, and generally authorizes data importer to engage Subprocessors to Process Customer Data. In such instances, data importer:

(i) will enter into a written agreement with each Subprocessor, imposing data protection obligations substantially similar to those set out in this Addendum; and

(ii) remains liable for compliance with the obligations of this Addendum and for any acts or omissions of the Subprocessor that cause data importer to breach any of its obligations under this Addendum.

b. A list of data importer's Subprocessors, including their functions and locations, is available at https://www.deadlinefunnel.com/subprocessors or such other website as data importer may designate ("Subprocessor Page"), and may be updated by data importer from time to time in accordance with this Addendum.

c. When any new Subprocessor is engaged, data importer will notify data exporter of the engagement, which notice may be given by updating the Subprocessor Page and via email. Data importer will give such notice at least ten (10) calendar days before the new Subprocessor Processes any personal data, except that if data importer reasonably believes engaging a new Subprocessor on an expedited basis is necessary to protect the confidentiality, integrity or availability of the personal data or avoid material disruption to the Services, data importer will give such notice as soon as reasonably practicable. If, within five (5) calendar days after such notice, data exporter notifies data importer in writing that data exporter objects to data importer's appointment of a new Subprocessor based on reasonable data protection concerns, the parties will discuss such concerns in good faith and whether they can be resolved. If the parties are not able to mutually agree to a resolution of such concerns, data exporter, as its sole and exclusive remedy, may terminate the Agreement for convenience.

Clause 12 - Obligation after the termination of personal data processing services

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.
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.

IN WITNESS WHEREOF, each of the undersigned companies has caused this agreement to be signed and delivered by its duly authorized representative.

On behalf of the data exporter:

Name (written out in full):

Position:

Address:

Other information necessary in order for the contract to be binding (if any):

Signature..............................................

On behalf of the data importer:

Name (written out in full):

Position:

Address:

Other information necessary in order for the contract to be binding (if any):

Signature..............................................

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.

Please see details set forth in Schedule 1 to the Deadline Funnel Data Processing Addendum

DATA EXPORTER

Name: ____________________

Authorised Signature ........................

DATA IMPORTER

Name: ____________________

Authorised Signature ........................

Appendix 2 to the Standard Contractual Clauses

This Appendix forms part of the Clauses and must be completed and signed by the parties.

Description of the technical and organisational security measures implemented by the data importer in accordance with Clauses 4(d) and 5(c):

In addition to the security measures set forth in Section 6 of the Deadline Funnel Data Processing Addendum, data importer will implement technical and organizational security measures intended to secure the processing of Client Personal Information and to preserve the security, availability, integrity and confidentiality of Personal Information ("Security Measures"), in accordance with its obligations under Applicable Law including, as applicable:

(a) the pseudonymization and encryption of Personal Information;

(b) the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services;

(c) the ability to restore the availability and access to Personal Information in a timely manner in the event of a physical or technical incident; and

(d) a process for regularly testing, assessing and evaluating the effectiveness of technical and organizational measures for ensuring the security of the processing Personal Information.

DATA EXPORTER

Name: ____________________

Authorised Signature ........................

DATA IMPORTER

Name: ____________________

Authorised Signature ........................

Appendix 3 to the Standard Contractual Clauses

Where the EU Controller-to-Processor Model Clauses ("Clauses") apply pursuant to Section 5B of this Addendum, then this Appendix 3 sets out the parties' interpretations of their respective obligations under specific provisions within the Clauses, as identified below. Where a party complies with the interpretations set out in this Appendix 3, that party shall be deemed by the other party to have complied with its commitments under the Clauses. When used below, the terms "data exporter" and "data importer" shall have the meaning given to them in the Clauses.

Nothing in the interpretations below is intended to vary or modify the Clauses or conflict with either party's rights or responsibilities under the Clauses and, in the event of any conflict between the interpretations below and the Clauses, the Clauses shall prevail to the extent of such conflict. Notwithstanding this, the parties expressly agree that any claims brought under the Clauses shall be exclusively governed by the limitations on liability set out in the Agreement. For the avoidance of any doubt, in no event shall any party limit its liability with respect to any data subject rights under the Clauses.

Clause 4(h): Obligations of the data exporter regarding non-disclosure requirements

Data exporter agrees that the terms of these Clauses, as executed, constitute data importer's confidential information and may not be disclosed by data exporter to any third party without data importer's prior agreement (other than to a data subject pursuant to Clause 4(h) or a supervisory authority pursuant to Clause 8, with the exception of any confidential or commercial information as consistent with the parties' respective obligations in Sections 4(h) and 5(g), respectively)).

Clause 5(a): Suspension of data transfers and termination:

The parties acknowledge that data importer may process the personal data only on behalf of the data exporter and in compliance with its instructions as provided by the data exporter and the Clauses.
The parties acknowledge that if data importer cannot provide such compliance for whatever reason, 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.
If the data exporter intends to suspend the transfer of personal data, it shall endeavour to provide notice to the data importer and provide data importer with a reasonable period of time to cure the non-compliance ("Cure Period").
If after the Cure Period, the data importer has not or cannot cure the non-compliance then the data exporter may suspend or terminate the transfer of personal data immediately. The data exporter shall not be required to provide such notice in instance where it considers there is a material risk of harm to data subjects or their personal data.

Clause 5(b): Supplementary Measures:

The parties acknowledge that it is the responsibility of the data exporter to verify whether the safeguards employed by data importer are sufficient to meet its obligations under Applicable Law, including with respect to the provision of adequate safeguards necessary to secure the transfer of personal data through these clauses.
Data importer has not, to its knowledge, received any requests for the personal data of EU residents processed within the provision of the Services, under Section 702 of the U.S. Foreign Intelligence Surveillance Act.
The parties acknowledge that personal data transmitted between data exporter and data importer within the course of the Services is encrypted in transit.

Clause 6: Liability

Any claims brought under the Clauses shall be subject to the terms and conditions, including but not limited to, the exclusions and limitations set forth in the Agreement in effect as of the date of execution of these Clauses or other written or electronic agreement for data exporter's use and purchase of data importer's products and services. In no event shall any party limit its liability with respect to any data subject rights under these Clauses.

Clause 11: Onward subprocessing

(i) will enter into a written agreement with each Subprocessor, imposing data protection obligations substantially similar to those set out in this Addendum; and

DATA EXPORTER

Name: ____________________

Authorised Signature ........................

DATA IMPORTER

Name: ____________________

Authorised Signature ........................