The term of this DPA shall follow the term of the Agreement. Terms not otherwise defined herein shall the meaning set forth in the Agreement.
- “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity. “Authorized Affiliate” means any of Customer’s Affiliate(s) which (a) is subject to the data protection laws and regulations of the European Union (“EU”), the European Economic Area (“EEA”) and/or their member states, Switzerland and/or the United Kingdom, and (b) is permitted to use the Services pursuant to the Agreement between Customer and Cadence, but has not signed its own Agreement with Cadence and is not a “Customer” as defined under this DPA.
- “Controller” means the entity which determines the purposes and means of the Processing of Personal Data.
- “Customer” means the entity that executed the Agreement together with its Affiliates (for so long as they remain Affiliates) which have signed Order Forms.
- “Customer Data” means what is defined in the Agreement as “Customer Data” or “Your Data”, provided that such data is electronic data and information submitted by or for Customer to the Services.
- “Data Protection Laws and Regulations” means all laws and regulations, including laws and regulations of the European Union, the European Economic Area and their member states, Switzerland, the United Kingdom and the United States and its states, applicable to the Processing of Personal Data under the Agreement.
- “Data Subject” means the identified or identifiable person to whom Personal Data relates.
- “European Data” means Personal Data that is subject to the protection of European Data Protection Laws.
- “European Data Protection Laws” means data protection laws applicable in the European Union, the European Economic Area and their member states, Switzerland and the United Kingdom.
- “GDPR” means the 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, and repealing Directive 95/46/EC (General Data Protection Regulation).
- “Personal Data” means any information relating to (i) an identified or identifiable natural person and, (ii) an identified or identifiable legal entity (where such information is protected similarly as personal data or personally identifiable information under applicable Data Protection Laws and Regulations), where for each (i) or (ii), such data is Customer Data.
- “Processing” means any operation or set of operations which is performed upon Personal Data, whether or not by automatic means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
- “Processor” means the entity which Processes Personal Data on behalf of the Controller.
- “Standard Contractual Clauses” means the agreement executed by and between Customer and Cadence, inc. and attached hereto as Appendix 2 pursuant to the European Commission’s decision (C(2010)593) of 5 February 2010 on Standard Contractual Clauses.
- “Sub-processor” means any Processor engaged by Cadence or its Affiliates to assist in Cadence’s provision of Services in this Agreement.
PROCESSING OF PERSONAL DATA
- Roles of the Parties. The parties acknowledge and agree that with regard to the Processing of Personal Data, Customer is the Controller, Cadence is the Processor and that Cadence, and its affiliates will engage Sub-processors pursuant to the requirements set forth in Section 5 “Sub-processors” below.
- Customer’s Processing of Personal Data. Customer shall, in its use of the Services, Process Personal Data in accordance with the requirements of Data Protection Laws and Regulations, including any applicable requirement to provide notice to Data Subjects of the use of Cadence as Processor. For the avoidance of doubt, Customer’s instructions for the Processing of Personal Data shall comply with Data Protection Laws and Regulations. Customer shall have sole responsibility for the accuracy, quality, and legality of Personal Data and the means by which Customer acquired Personal Data. Customer specifically acknowledges that its use of the Services will not violate the rights of any Data Subject to the extent possible under Data Protection Laws.
- Cadence’s Processing of Personal Data. Cadence shall treat Personal Data as Confidential Information and shall Process Personal Data on behalf of and only in accordance with Customer’s documented instructions for the following purposes: (i) Processing in accordance with the Agreement and applicable Statement of Work Form(s); (ii) Processing initiated by Users in their use of the Services; and (iii) Processing to comply with other documented reasonable instructions provided by Customer (e.g., via email) where such instructions are consistent with the terms of the Agreement.
- If Cadence becomes aware that it cannot Process Personal Data in accordance with Customer’s Instructions due to a legal requirement under any applicable law, Cadence will (i) promptly notify Customer of that legal requirement to the extent permitted by the applicable law; and (ii) where necessary, cease all Processing (other than merely storing and maintaining the security of Personal Data) until such time as Customer issues new Instructions with which Cadence is able to comply. If this provision is invoked, Cadence will not be liable to Customer under the Agreement for any failure to perform the applicable Services until such time as Customer issues new lawful Instructions with regard to Processing.
- Details of the Processing. The subject-matter of Processing of Personal Data by Cadence is the performance of the Services pursuant to the Agreement. The duration of the Processing, the nature and purpose of the Processing, the types of Personal Data and categories of Data Subjects Processed under this DPA are further specified in Annex 1 (Details of the Processing) to this DPA.
- Security. Cadence shall implement and maintain appropriate technical and organizational measures for protection of the security (including protection against unauthorized or unlawful Processing and against accidental or unlawful destruction, loss or alteration or damage, unauthorized disclosure of, or access to, Customer Data), confidentiality and integrity of Customer Data, as set forth in the Security and Privacy Documentation. Cadence regularly monitors compliance with these measures. Cadence will not materially decrease the overall security of the Services during a subscription term.
- Personal Data Breaches. Cadence will notify Customer without undue delay after it becomes aware of any Personal Data Breach and shall provide timely information relating to the Personal Data Breach as it becomes known or reasonably requested by Customer. At Customer’s request, Cadence will promptly provide Customer with such reasonable assistance as necessary to enable Customer to notify relevant Personal Data Breaches to competent authorities and/or affected Data Subjects, if Customer is required to do so under Data Protection Laws.
- PROCESSING OF PERSONAL DATA Data Subject Request. Cadence shall, to the extent legally permitted, promptly notify Customer if Cadence receives a request from a Data Subject to exercise the Data Subject’s right of access, right to rectification, restriction of Processing, erasure (“right to be forgotten”), data portability, object to the Processing, or its right not to be subject to an automated individual decision making, each such request being a “Data Subject Request”. Taking into account the nature of the Processing, Cadence shall assist Customer by appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of Customer’s obligation to respond to a Data Subject Request under Data Protection Laws and Regulations. In addition, to the extent Customer, in its use of the Services, does not have the ability to address a Data Subject Request, Cadence shall upon Customer’s request provide commercially reasonable efforts to assist Customer in responding to such Data Subject Request, to the extent Cadence is legally permitted to do so and the response to such Data Subject Request is required under Data Protection Laws and Regulations. To the extent legally permitted, Customer shall be responsible for any costs arising from Cadence’s provision of such assistance.
- Confidentiality. Cadence shall ensure that its personnel engaged in the Processing of Personal Data are informed of the confidential nature of the Personal Data, have received appropriate training on their responsibilities and have executed written confidentiality agreements. Cadence shall ensure that such confidentiality obligations survive the termination of the personnel engagement.
- Reliability. Cadence shall take commercially reasonable steps to ensure the reliability of any Cadence personnel engaged in the Processing of Personal Data.
- Limitation of Access. Cadence shall ensure that Cadence’s access to Personal Data is limited to those personnel performing Services in accordance with the Agreement.
- Data Protection Officer. Cadence and its Affiliates have appointed a data protection officer. The appointed person may be reached at firstname.lastname@example.org.
- Appointment of Sub-Processors. Customer acknowledges and agrees that Cadence may engage Sub-Processors to Process Personal Data on Customer’s behalf in connection with the provision of Cadence Services. Where Cadence retains Sub-Processors, Cadence will impose data protection terms on the Sub-Processors that provide at least the same level of protection for Personal Data as those in this DPA, to the extent applicable to the nature and services provided by such Sub-Processors.
- List of Current Sub-Processors. Cadence shall make available to Customer the current list of Sub-Processors for the Services identified in Annex 3 of the Standard Contractual Clauses attached hereto. Cadence shall notify Customer if it adds or removes Sub-Processors to Annex 3 prior to any such change, if Customer has subscribed to receive such notifications of new Sub-Processors.
- Liability. Cadence will remain liable for each for each Sub-Processor’s compliance with the obligations of this DPA and for any acts or omissions of such Sub-Processor that cause Cadence to breach any of its obligations under this DPA.
- DATA TRANSFERS Customer acknowledges and agrees that Cadence may access and Process Personal Data on a global basis as necessary to provide the Cadence Services in accordance with the Agreement, and in particular that Personal Data will be transferred to and Processed by Cadence in the United States and to other jurisdictions where Cadence Affiliates and Sub-Processors have operations. Cadence shall ensure such transfers are made in compliance with the requirements of Data Protection Laws.
EUROPEAN SPECIFIC PROVISIONS
- Scope. This Section 7 (European Specific Provisions) shall only apply with respect to European Data.
- Roles of the Parties. When Processing European Data and in accordance with the Customer’s Instructions, the parties acknowledge and agree that Customer is the Controller of said Personal Data and Cadence is the Processor.
- Instructions. If Cadence believes that an Instruction of Customer infringes applicable data protection laws pursuant to this Section, Cadence will inform Customer without delay.
- Notification and Objection to New Sub-Processors. Cadence will notify Customer of any changes to Sub-Processors by updating Annex 3 to this DPA. Customer may object to Cadence’s use of a new Sub-processor by notifying Cadence promptly in writing within thirty (30) days after receipt of Cadence’s notice by emailing to email@example.com. In the event Customer objects to a new Sub-Processor, as permitted in the preceding sentence, Cadence will use reasonable efforts to make available to Customer a change in the Services or recommend a commercially reasonable change to Customer’s configuration or use of the Services to avoid Processing of Personal Data by the objected-to new Sub-Processor without unreasonably burdening Customer. If Cadence is unable to make available such change within a reasonable period of time, which shall not exceed thirty (30) days, Customer may terminate the applicable Statement of Work Form(s) with respect only to those Services which cannot be provided by Cadence without the use of the objected-to new Sub-Processor by providing written notice to Cadence. Cadence will refund Customer any prepaid fees covering the remainder of the term of such Statement of Work(s) following the effective date of termination with respect to such terminated Services, without imposing a penalty for such termination on Customer.
- Data Protection Impact Assessment. Upon Customer’s request, Cadence shall provide Customer with reasonable cooperation and assistance needed to fulfil Customer’s obligation under the GDPR to carry out a data protection impact assessment related to Customer’s use of the Services, to the extent Customer does not otherwise have access to the relevant information, and to the extent such information is available to Cadence. Cadence shall provide reasonable assistance to Customer in the cooperation or prior consultations with supervisory authorities or other competent data privacy authorities to the extent required under the GDPR.
- Transfer Mechanisms for Data Transfers. Cadence makes available the transfer mechanisms listed below which shall apply to any transfers of Personal Data under this DPA from the European Union, the European Economic Area and/or their member states, Switzerland and the United Kingdom to countries which do not ensure an adequate level of data protection within the meaning of Data Protection Laws and Regulations of the foregoing territories, to the extent such transfers are subject to such Data Protection Laws and Regulations:
- Standard Contractual Clauses. Cadence agrees to abide by and process European Data in compliance with the Standard Contractual Clauses set forth in Annex 2. The Standard Contractual Clauses set forth in Annex 2 to this DPA apply to the Services listed in Appendix 3 to the Standard Contractual Clauses (the “SCC Services”), subject to additional terms of Annex 2.
PARTIES TO THIS DPA
- If the Customer entity signing this DPA is a party to the Agreement, this DPA is an addendum to and forms part of the Agreement.
- If the Customer entity signing this DPA is neither a party to a Statement of Work nor the Agreement, this DPA is not valid and is not legally binding. Such entity should request that the Customer entity who is a party to the Agreement executes this DPA.
- Amendments. Cadence reserves the right to make any updates and changes to this DPA and the terms that apply to Paragraph 17 “Wavier of Contractual Right” of the Agreement shall apply.
- Severability. If any provision of this DPA is held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.
- Limitation of Liability. Each party and each of their Affiliates’ liability, take in aggregate, arising out of or related to this DPA, and all DPAs between the parties, and the Standard Contractual Clauses (where applicable), whether in contract, tort or under any other theory of liability, shall be subject to the limitations and exclusions of liability set out in the section of the Agreement entitled “Additional Terms” and any reference in such section to the liability of a party means aggregate liability of that party and all of its Affiliates under the Agreement and all DPAs together. For the avoidance of doubt, if Cadence is not a party to the Agreement, the section of the Agreement entitled “Additional Terms” shall apply as between Customer and Cadence.
- Governing Law. This DPA shall be governed by and construed in accordance with the governing law and jurisdiction provisions in the Agreement, unless required otherwise by Data Protection Laws.
- GDRP Penalties. Notwithstanding anything to the contrary in this Addendum or in the Agreement (including, without limitation, either party’s indemnification obligations), neither party will be responsible for any GDPR fines issued or levied under Article 83 of the GDPR against the other party by a regulatory authority or governmental body in connection with such other party’s violation of the GDPR.
NATURE AND PURPOSE OF PROCESSING.Cadence will Process Personal Data as necessary to provide the
Services under the Agreement. Cadence does not sell Customer’s Personal Data or Customer end users’ Personal
Data and does not share such end users’ information with third parties for compensation or for those third
parties’ own business interests.
- Customer Content. Cadence will process Customer Data in accordance with Section 2 of the Addendum.
- Customer Data. Cadence will process Customer Data as a controller (a) in order to manage the relationship with Customer; (b) carry out Cadence’s core business operations, such as accounting and filing taxes; and (c) in order to detect, prevent, or investigate security incidents, fraud and other abuse and/or misuse of the Services.
- Customer Usage Data. Cadence will process Customer Usage Data as a controller in order to carry out necessary functions as a communications service provider including, but not limited to, (a) Cadence’s accounting, tax, billing, audit, and compliance purposes; (b) to provide, optimize, and maintain the services and platform and security; (c) to investigate fraud, spam, wrongful or unlawful use of the Services; and/or (c) as required by applicable law.
- DURATION OF PROCESSING Subject to the “Return and Deletion of Customer Data” section of this DPA, Cadence will process Personal Data for the duration of the Agreement, unless otherwise agreed upon in writing.
CATEGORIES OF DATA SUBJECTS
Customer may submit Personal Data to the Services, the extent of which is determined and controlled by Customer
in its sole discretion, and which may include, but is not limited to Personal Data relating to the following
categories of data subjects:
- Prospects, customers, business partners and vendors of Customer (who are natural persons)
- Employees or contact persons of Customer’s prospects, customers, business partners and vendors
- Employees, agents, advisors, freelancers of Customer (who are natural persons)
- Customer’s Users authorized by Customer to use the Services
CATEGORIES OF PERSONAL DATA
Customer may submit Personal Data to Cadence which may include, but limited to, the following categories of
- Any other personal data submitted by, sent to, or received by Customer or Customer’s end users or Customer’s employees via the provision and use of Cadence Services.
- SPECIAL CATEGORIES OF DATA (if appropriate) The parties do not anticipate the transfer of special categories of data.
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 Customer, as defined in the Statement of Work or Agreement (the “data exporter”)
Event Cadence, Inc., 134 North 4th Street, Suite 2013, Brooklyn, New York 11249 (the “data importer”)
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 Appendix 1.Clause 1
Definitions For the purposes of the Clauses:
- ‘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;
- ‘the data exporter’ means the controller who transfers the personal data;
- ‘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;
- ‘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;
- ‘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;
- ‘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.
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.
Obligations of the data exporter
The data exporter agrees and warrants:
- 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;
- 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;
- that the data importer will provide sufficient guarantees in respect of the technical and organisational security measures specified in Appendix 2 to this contract;
- 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;
- that it will ensure compliance with the security measures;
- 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;
- 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;
- 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;
- 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
- that it will ensure compliance with Clause 4(a) to (i).
Obligations of the data importer
The data importer agrees and warrants:
- 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;
- 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;
- that it has implemented the technical and organisational security measures specified in Appendix 2 before processing the personal data transferred;
that it will promptly notify the data exporter about:
- 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,
- any accidental or unauthorised access, and
- any request received directly from the data subjects without responding to that request, unless it has been otherwise authorised to do so;
- 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;
- 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;
- 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;
- that, in the event of subprocessing, it has previously informed the data exporter and obtained its prior written consent;
- that the processing services by the subprocessor will be carried out in accordance with Clause 11;
- to send promptly a copy of any subprocessor agreement it concludes under the Clauses to the data exporter.
- 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.
- 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.
- 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.
Mediation and jurisdiction
The data importer agrees that if the data subject invokes against its third-party beneficiary rights and/or
claims compensation for damages under the Clauses, the data importer will accept the decision of the data
- to refer the dispute to mediation, by an independent person or, where applicable, by the supervisory authority;
- to refer the dispute to the courts in the Member State in which the data exporter is established.
- 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.
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).
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
- The data importer shall not subcontract any of its processing operations performed on behalf of the data exporter under the Clauses without the prior written consent of the data exporter. Where the data importer subcontracts its obligations under the Clauses, with the consent of the data exporter, it shall do so only by way of a written agreement with the subprocessor which imposes the same obligations on the subprocessor as are imposed on the data importer under the Clauses. Where the subprocessor fails to fulfil its data protection obligations under such written agreement the data importer shall remain fully liable to the data exporter for the performance of the subprocessor’s obligations under such agreement.
- The prior written contract between the data importer and the subprocessor shall also provide for a third-party beneficiary clause as laid down in Clause 3 for cases where the data subject is not able to bring the claim for compensation referred to in paragraph 1 of Clause 6 against the data exporter or the data importer because they have factually disappeared or have ceased to exist in law or have become insolvent and no successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law. Such third-party liability of the subprocessor shall be limited to its own processing operations under the Clauses.
- The provisions relating to data protection aspects for subprocessing of the contract referred to in paragraph 1 shall be governed by the law of the Member State in which the data exporter is established.
- The data exporter shall keep a list of subprocessing agreements concluded under the Clauses and notified by the data importer pursuant to Clause 5(j), which shall be updated at least once a year. The list shall be available to the data exporter’s data protection supervisory authority.
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.
This Appendix forms part of the Clauses. Defined terms used in this Appendix 1 shall have the meaning given to them in the Agreement (including the DPA).
Data exporter The data exporter is the legal entity identified as “Customer” in the DPA.
Data importer The data importer is Event Cadence, Inc.
Data subjects Data subjects as defined in Annex 1 of the DPA.
Categories of data Categories of Data as defined in Annex 1 of the DPA.
Special categories of data (if appropriate) The parties do not anticipate the transfer of special categories of data.
Processing operations Processing operations as defined in Annex 1 of the DPA.APPENDIX 2 TO THE STANDARD CONTRACTUAL CLAUSES
This Appendix forms part of the Clauses
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):
- Amazon Web Services, Inc.
- Firebase, Inc.
- Google, LLC
- Intercom, Inc.
- SendGrid, Inc.
- Twilio, Inc.
If you would like to receive an email when we make updates to Appendix 3, please make your request to firstname.lastname@example.org.