Zeta Platform Agreement

Terms and expressions not otherwise defined in the body of this Platform Agreement will have the following meanings:

i. “Affiliate(s)” means any entity directly or indirectly controlling, controlled by, or under common control by Zeta.
ii. “Access Protocols” means login information, passwords, security protocols, and policies through which Authorized Users access the Platform.
iii. “Agreement” means, collectively, this Platform Agreement and any Master Services Agreement, Statement of Work or Orders signed by the parties from time to time, including all schedules and attachments thereto and all amendments to any of the foregoing.
iv. “Authorized User” means each of Customer’s employees, agents, and independent contractors who are provided Access Protocols by Customer or Zeta.
v. “Customer Content” means any images, text or other content provided by Customer to Zeta for the purpose of furnishing the Services.
vi. “Customer Data” means all data or information provided by Customer about its business, including information relating to customers, employees, technology, operations, facilities, consumer markets, products, capacities, systems, procedures, software, formulae, security practices, research, development, business affairs and finances, innovations, inventions, designs, ideas, artwork, business methodologies, whether or not patentable and all related know-how, improvements, trade secrets, copyrightable and patentable subject matter and other similar information obtained by or submitted to Zeta by or on behalf of Customer in connection with the performance of the Services hereunder.
vii. “Control“, “controlling”, “controlled by”, or “common control” means, with respect to any entity, the power to direct, or cause the direction of, the management and policies of the entity, whether through ownership of voting securities, by contract or otherwise.
viii. “Customer“, “you” and “your” means the individuals or organization(s) identified in the Agreement responsible for payment to Zeta pursuant to the Agreement.
ix. “Platform” means any of the Zeta platforms for the provision and use of the services specified in the Agreement, including any administration websites through which Zeta provides access to such platforms and all software (including source and object code), updates, enhancements, documentation or other materials in or related to the platforms that Zeta makes available in the course of providing the services.
x. “Term” has the meaning given to such term in the applicable Master Services Agreement, Statement of Work or Order.
xi. “Zeta”, “we” and “us” means the Zeta Global Corp. or its Affiliates, as stated in the applicable Master Services Agreement, Statement of Work or Order.

Zeta and Customer are entering into this Platform Agreement, pursuant to which Zeta will provide to Customer access to its proprietary marketing software platform that allows Authorized Users to access certain features and functions through a web interface to manage online marketing (“Software”). Customer acknowledges that Zeta may continually develop, deliver and provide to Customer ongoing innovation to the Platform, in the form of new features, functionality, and efficiencies. Accordingly, Zeta reserves the right to modify the Platform Agreement from time to time. The Platform shall be provided pursuant to Statements of Work or Order to be executed by the parties for each engagement (each, an “SOW” and collectively, the “SOWs”). Customer agrees and acknowledges that some services set forth in any SOW may be provided by third parties and Affiliates of Zeta. To the extent that the terms of this Platform Agreement and any SOW conflict, priority shall be given to the Platform Agreement and then to the SOW in that order.

Subject to Customer’s compliance with the terms and conditions contained in this Platform Agreement, Zeta hereby grants to Customer a non- exclusive, non-transferable, non-sublicenseable, right to allow Authorized Users to access the Platform. Customer will use reasonable commercial efforts to maintain the appropriate administrative, technical and physical security safeguards, and will use reasonable commercial efforts to ensure that all Authorized Users maintain similar safeguards with respect to the Access

Customer will be responsible for all acts and omissions of Authorized Users. Customer will notify Zeta immediately if it learns of any unauthorized use of any Access Protocols or any other known or suspected unauthorized access or unauthorized acquisition of data as a result of breach of security. Customer will not: (a) adapt, alter, modify, improve, translate or create derivative works of the Platform; (b) reverse engineer, decompile, disassemble or otherwise attempt to reconstruct or obtain the source code to all or any portion of the Platform; and (c) except as may be specifically approved by Zeta in writing, provide any third party access to the Platform or use the Platform on behalf of any third party, including as part of a time-sharing, outsourcing or service bureau environment. Customer acknowledges and agrees that, as between Customer and Zeta, Zeta owns all right, title and interest in and to the Platform (including, without limitation, their underlying technology) and all related intellectual and proprietary rights of any kind anywhere in the world. Except for the limited license expressly granted in this Section, nothing in this Platform Agreement shall be construed as Zeta granting to Customer any right, title or interest in or to the Platform or any other intellectual property rights of Zeta. All rights not expressly granted are hereby reserved.

During the term of this Platform Agreement (“Term”), Customer shall pay to Zeta the fees set forth on the applicable SOW (collectively the “Fees”). Unless specified otherwise in any SOW, Customer shall pay the Fees to Zeta no later than thirty (30) days after the applicable invoice date from Zeta. In addition, Customer shall be responsible for all taxes in connection with the Platform (excluding taxes based on Zeta’s net income). All invoices shall be deemed accepted unless disputed in good faith within thirty (30) days after receipt thereof. If an invoice is disputed, Customer shall pay the undisputed portion of the invoice when due. Late payments shall accrue interest daily following the due date at the lesser of 1.5% per month or the maximum interest allowed by applicable law. In addition to any other rights and remedies provided by law or under this Platform Agreement, Zeta shall have the right to suspend Customer’s access to the Platform in case of late payment. Customer shall also pay to Zeta the costs and expenses, including reasonable attorney’s fees, incurred in collection of any delinquent amounts.

Customer may deploy on the Customer web sites for which Customer is accessing the Platform as defined in the applicable SOW or Order (“Sites”) certain code provided by Zeta (a “Tag”) which is designed to send browser or device-linked data with respect to a Site (including relevant transaction information) to Zeta (“Data”). Customer shall not alter, copy, modify, sell, reuse, or divulge any Tags or other Zeta code without the prior written consent of Zeta. Customer agrees to leave the Tags up on the Sites for the Term in a properly functioning manner for the delivery of the Platform. Upon Zeta’s request, Customer shall update or remove the Tags immediately on any Sites specified by Zeta. Customer grants to Zeta a non-exclusive worldwide license to use the Data for its internal business and marketing purposes, which include building statistical models, scoring cookies, and executing behavioral targeting utilizing the Data. Customer will own any statistics, reports, or other data derived by the Software from the Data and provided or made available by Zeta to Customer, but will use the same only for its internal business purposes. Zeta is granted the right to use, process and aggregate personal data for analytical and statistical purposes and may disclose and distribute any resulting anonymous aggregated data in a form that is not identifiable to Customer.

Customer represents and warrants that: (a) it has the right to enter this Platform Agreement and to grant the rights granted herein; (b) it owns or has the right to use the content it provides or makes available to Zeta in connection with the Platform, including its Sites and the Data; (c) the use of the Customer Content will not infringe on the rights of third parties or violate any applicable laws; (d) the Customer Content will not include or promote pornography, violence, racism, hate, illegal drugs, illegal weapons, adware, malware, bit torrent, illegal file sharing, or other matters that Zeta reasonably considers in good faith to be offensive or otherwise inappropriate; (e) Customer agrees to work diligently with Zeta to select and provide the Customer Content, approve descriptions and perform other tasks reasonably necessary to enable Zeta to perform its obligations in accordance with this Platform Agreement; (f) Customer has provided the appropriate disclosures regarding the collection and use of Customer Content in the form of a privacy policy that adheres to applicable privacy laws and that is prominently displayed on the Sites and, where applicable, Customer has obtained consents from users of the Sites under applicable law for the collection and use of Customer Content. To the extent that Customer transfers any Customer Content or Customer Data that constitutes personal data originating from a country in the European Economic Area (EEA), such data shall be processed outside the EEA subject to the Standard Contractual Clauses, Annex to the European Commission implementing decision EU 2021/914 (decision C(2021) 3972), for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council which are hereby incorporated by reference (Annex 1). Zeta shall have the right, but not the obligation, to monitor all Customer Content in order to determine compliance with this Platform Agreement. In the event that Zeta determines that any Customer Content violates the provisions of this Platform Agreement, Zeta shall inform Customer of such determination and the parties shall mutually agree on the appropriate course of action, which may include editing, disclosing, deleting, rescinding or removing such Customer Content at Customer’s expense.

Customer hereby grants Zeta a limited, worldwide, non-exclusive, non-transferable license, to access, use, reproduce, electronically distribute, transmit, perform, format, display, store, archive, and index the Customer Content and Customer Data solely for the purpose of supporting Customer’s use of the Services and providing Services to Customer. Subject only to the limited license expressly granted herein, Customer shall retain all right, title and interest in and to the Customer Content and Customer Data and all Intellectual Property Rights therein. Nothing in this Agreement will confer on Zeta any right of ownership or interest in the Customer Content or Customer Data or the Intellectual Property Rights therein.

Notwithstanding anything to the contrary herein or in any other agreement between the parties, Zeta may also use de-identified data and analytics derived from the use of the Services (“System Data”), including but not limited to internet communication protocol and deliverability data, click through rates, open rates, and bounce back rates, for the purpose of supporting, developing and performing the Services for Customer or for other Zeta Customers, provided that when doing so, Zeta shall only use System Data in a manner excluding Customer Data.

In the event of a material breach of this Agreement which is not cured within thirty (30) days of written notice thereof, the non-breaching party may terminate this Agreement upon written notice. Zeta may terminate this Agreement or suspend Customer’s access to the Platform at any time upon written notice on behalf of any one or all of the Sites if the Customer Content violates the terms of this Agreement or if Customer endangers the security or availability of the Platform. Either party may terminate this Agreement upon written notice to the other party in the event that the other party files a petition in bankruptcy or proceedings in bankruptcy are instituted against it, or any court assumes jurisdiction of such party and its assets pursuant to proceedings under any bankruptcy or reorganization act, or a receiver is appointed of that party’s assets or that party makes an assignment for the benefit of its creditors. Following any termination, Customer shall pay to Zeta the Fees incurred through the date of termination. Customer agrees to immediately remove all Tags upon termination of this Agreement in its entirety, or to remove Tags from a specific Site in case of termination with respect to that Site. The provisions of this Agreement that are intended to survive shall so survive after termination.

“Confidential Information” shall mean any information of either party which is, or should be, reasonably understood to be confidential or proprietary to the disclosing party, including, but not limited to, any information concerning: (i) the disclosing party’s proprietary technology and products, including without limitation, the Platform; and (ii) the disclosing party’s operations and business or financial plans or strategies and product pricing, disclosed to the receiving party by the disclosing party, either directly or indirectly, in writing, orally, electronically, or by drawings or inspection of materials or facilities. Confidential Information shall not include information which the receiving party can demonstrate: (a) is known to the receiving party at the time of the disclosure by the disclosing party, as evidenced by written records of the receiving party; (b) has become publicly known and made generally available through no wrongful act of the receiving party; (c) has rightfully been received by the receiving party from a third party who is authorized by the disclosing party to make such disclosures; (d) was independently developed by the receiving party without any use of the Confidential Information of the disclosing party and by employees of the receiving party who have not had access to the Confidential Information, as demonstrated by files created at the time of such independent development; (e) is disclosed generally to third parties by the disclosing party without restrictions similar to those contained in this Agreement; or (f) is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that the receiving party shall provide prompt notice of such court order or requirement to the disclosing party to enable the disclosing party to seek a protective order or otherwise prevent or restrict such disclosure. The receiving party shall treat as proprietary and shall maintain in strict confidence all Confidential Information of the disclosing party and shall not, without the express prior written consent of the disclosing party, disclose such Confidential Information to third parties or use any such Confidential Information other than in furtherance of its obligations hereunder. The receiving party will only disclose such information to its officers, directors, employees, agents and contractors to the extent they have a need to know the information in order to perform its obligations under this Agreement and shall ensure that these persons are bound in writing to provisions no less stringent than those contained in this Section. Confidential Information may only be copied to the extent reasonably necessary for the purposes of this Agreement on a strict need to know basis and all such authorized copies shall include the same proprietary, copyright and/or trade secret legends as the original. Upon the disclosing party’s request or termination of this Agreement, receiving party shall destroy all copies of disclosing party’s Confidential Information and all tangible embodiments thereof and provide written certification thereof except that one copy of all such Confidential Information may be retained by the receiving party’s legal function solely for the purpose of ensuring compliance with this Agreement.

Zeta in its sole discretion, may utilize all comments and suggestions, whether written or oral, furnished by Customer to Zeta in connection with its access to and use of the Platform (all reports, comments and suggestions provided by Customer hereunder constitute, collectively, the “Feedback”). Customer hereby grants to Zeta a worldwide, non-exclusive, irrevocable, perpetual, royalty-free right and license to incorporate the Feedback into Zeta products and services.

Each party understands and agrees that it will ensure that it: (i) adheres to applicable privacy law and regulation; including, but not limited to, Section 5 of the FTC Act, the Self-Regulatory Principles for Online Behavioral Advertising (located at http://www.aboutads.info/principles, the “DAA Code”), the Controlling the Assault of Non- Solicited Pornography and Marketing Act (“CAN-SPAM”), the Telephone Consumer Protection Act (“TCPA”), the California Consumer Privacy Act (“CCPA”) as amended by the California Privacy Rights Act (“CPRA”), the EU General Data Protection Regulation (EU)2016/679 (“GDPR”), the Virginia Consumer Data Protection Act (“CDPA”), the Colorado Privacy Act (“CPA”), the Standard Contractual Clauses, European Commission decision C(2021) 3972, for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council, and any other applicable laws, regulations, binding court decisions that are subsequently adopted during the Term, collectively the “Privacy Laws and Regulations;” and (ii) accepts the Data Processing Agreement found at www.zetaglobaldev.wpengine.com/data-processing-terms/, Each party will (a) adhere to all applicable Privacy Laws and Regulations; and (b) post a privacy policy and other applicable disclosures on its Sites (including on the use of cookies) that are in accordance with all Privacy Laws and Regulations. Customer shall obtain all legally required permissions from Site visitors in connection with placing cookies, pixels and other identifiers, and the use of data as contemplated by this Agreement. Unless otherwise agreed upon between the parties, Customer shall not transmit to Zeta, or have Zeta collect (including through Customer configured data capture fields), and Zeta shall not solicit or collect, any sensitive personal data (as defined by the Privacy Laws and Regulations) of the users of the Sites.

This Agreement shall be governed by the laws of New York, without regard to any conflict of law provisions thereof. All parties agree that any claims, legal proceeding or litigation arising in connection with this Agreement will be brought solely in the United States District Court for the Southern District of New York (Manhattan) or, if federal jurisdiction is not available, in a court of competent jurisdiction in the County and State of New York., and the parties consent to the jurisdiction of such courts.

OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ZETA, ITS PARENT, AFFILIATES, SUPPLIERS, LICENSORS AND PARTNERS AND ALL OF THEIR OFFICERS, SHAREHOLDERS, DIRECTORS, EMPLOYEES, AGENTS AND REPRESENTATIVES (“THE ZETA PARTIES”) DO NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES, CONDITIONS, OR REPRESENTATIONS TO CUSTOMER, OR ANY OTHER PERSON OR ENTITY WITH RESPECT TO THE PLATFORM, INCLUDING WITHOUT LIMITATION THE SOFTWARE, OR DELIVERABLES PROVIDED HEREUNDER OR OTHERWISE (INCLUDING, BUT NOT LIMITED TO, ANY THIRD PARTY SOFTWARE, OR SERVICES USED IN CONNECTION WITH THE PLATFORM) REGARDING THIS AGREEMENT, WHETHER ORAL OR WRITTEN, EXPRESS, IMPLIED OR STATUTORY. WITHOUT LIMITING THE FOREGOING, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, THE IMPLIED WARRANTY AGAINST INFRINGEMENT, AND THE IMPLIED WARRANTY OR CONDITION OF FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY EXCLUDED AND DISCLAIMED. THE ZETA PARTIES DO NOT REPRESENT OR WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED OR THAT THERE WILL BE NO FAILURES, ERRORS OR OMISSIONS OR LOSS OF TRANSMITTED INFORMATION.

EXCEPT TO THE EXTENT PROHIBITED BY LAW, ZETA AND ITS AFFILIATES SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOSS (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, OR THE LIKE) WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ZETA OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CLAIMS FOR DAMAGES MUST BE MADE BY CUSTOMER WITHIN ONE (1) YEAR OF THE INCIDENT TO WHICH THEY RELATE OR BE FOREVER BARRED. EXCEPT TO THE EXTENT PROHIBITED BY LAW, ZETA’S TOTAL LIABILITY TO CUSTOMER UNDER ANY AND ALL CIRCUMSTANCES SHALL NOT EXCEED THE AGGREGATE FEES (EXCLUDING PASS THROUGH FEES AND FEES PAID TO THIRD PARTIES) PAID BY CUSTOMER TO ZETA UNDER THIS AGREEMENT DURING THE SIX MONTHS PRECEDING THE DATE THAT THE CLAIM IS MADE GIVING RISE TO THE LIABILITY. Customer agrees to defend, indemnify and hold the Zeta Parties harmless against any and all third party actions, suits, proceedings, claims, judgments, damages, costs and expenses, including reasonable attorney’s fees, and other liabilities (collectively, “Claims”) arising from or related to the Customer Content, the Customer Marks or Customer’s breach of its express representations and warranties in this Agreement. Zeta agrees to defend, indemnify and hold Customer, its Affiliates and all of their directors, officers, employees, agents, shareholders, partners, members or other owners, harmless against any and all Claims that the Software infringes any third-party intellectual property rights. Zeta’s indemnification obligation will not apply if the alleged Claim arises, in whole or in part, from: (a) any use of the Software by the Customer or any Authorized User not in accordance with this Agreement; (b) any modification of the Software by any person other than Zeta or its authorized agents; or (c) any use of the Software in combination with other products, equipment, software or data not supplied by Zeta. The foregoing indemnification obligations are conditioned upon the indemnified party: (a) providing prompt written notice to the indemnifying party of any such Claim (provided that the failure to provide prompt notice shall only relieve the indemnifying party of its obligation to the extent it is materially prejudiced by such failure and can demonstrate such prejudice); (b) permitting the indemnifying party to assume and control the defense of such Claim; and (c) providing to the indemnifying party at the indemnifying party’s reasonable expense all available information and assistance reasonably necessary for the indemnifying party to defend such Claim. The indemnifying party will not enter into any settlement or compromise of any such Claim, which settlement or compromise would result in any liability to the indemnified party, without the indemnified party’s prior written consent.

Zeta may issue press releases and make other public announcements containing general information with respect to this Master Agreement, such as the name and industry group of Client and the general nature of the work performed by Zeta for Client. Zeta may not disclose the specific terms and financial arrangements contemplated by this Master Agreement, without the prior written consent of Client, unless in the opinion of Zeta’s legal counsel, such announcement is required by applicable law. Separately, Zeta may use the name and logo of Client in its marketing materials, including sales proposals, speaking presentations, and printed brochures and handouts, and on Zeta’s corporate website where Client’s logo may be hyperlinked back to the Client’s web page of choice. Client may be asked to appoint a specific representative to be reasonably available to provide references to other potential customers of Zeta, and Client can choose whether to comply with this request at its own discretion.

All notices under this Agreement (other than routine operational communications) shall be in writing and shall be deemed duly given upon receipt, and may be delivered by: (a) hand; (b) express courier with a reliable system for tracking delivery; (c) confirmed facsimile with a copy sent by another means specified in this Section; or (d) registered or certified mail, return receipt requested, postage prepaid, and addressed to the recipients as set forth above. This Agreement represents the entire agreement between the parties with respect to the subject matter covered by this Agreement. No other agreement (whether written or oral), statement, or promise made by any party, or by any employee, officer, or agent of any party regarding this subject matter, that is not contained in this Agreement shall be binding or valid, unless such agreement shall be in writing and signed by the parties hereto after the execution of this Agreement. Customer may not assign this Agreement without the prior written approval of Zeta which shall not be unreasonably withheld or delayed. Any assignment in violation of this Section shall be void ab initio. The failure of either party to this Agreement to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of the Agreement. Neither party shall be deemed in default of this Agreement to the extent that performance of its obligations (other than Customer’s payment obligations) or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, riots, acts of government, acts of war or terrorism, shortage of materials or supplies, failure of transportation or communications or of suppliers of goods or services, or any other cause beyond the reasonable control of such party. Zeta shall endeavor to guard against any loss to Customer as the result of the failure of media or other suppliers to properly execute their commitments, but Zeta shall not be responsible for any such failure. In the event that any provision of this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, the remaining provisions shall remain in full force and effect. The relationship of Zeta to Customer is that of an independent contractor, and this Agreement shall not create any franchise, joint venture, partnership, or similar relationship. Except as expressly provided in this Agreement, neither party shall represent itself as an agent or employee of the other party.

Clause 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 data to a third country.

b. )The Parties:

i.) the natural or legal person(s), public authority/ies, agency/ies or other body/ies (hereinafter ‘entity/ies’) transferring the personal data, as listed in Annex I.A (hereinafter each ‘data exporter’), and
ii.) the entity/ies in a third country receiving the personal data from the data exporter, directly or indirectly via another entity also Party to these Clauses, as listed in Annex I.A (hereinafter each ‘data importer’) have agreed to these standard contractual clauses (hereinafter: ‘Clauses’).

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

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

Clause 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.

Clause 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 8.1(b), 8.9(a), (c), (d) and (e);
iii.) Clause 9(a), (c), (d) and (e);
iv.) Clause 12(a), (d) and (f);
v.) Clause 13;
vi.) Clause 15.1(c), (d) and (e);
vii.) Clause 16(e);
viii.) Clause 18(a) and (b).

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

Clause 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.) (c) These Clauses shall not be interpreted in a way that conflicts with rights and obligations provided for in Regulation (EU) 2016/679.

Clause 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.

Clause 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.

Clause 7 – Optional

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.

Clause 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.

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.

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.

8.8 Onward transfers

The data importer shall only disclose the personal data to a third party on documented instructions from the data exporter. In addition, the data may only be disclosed to a third party located outside the European Union (in the same country as the data importer or in another third country, hereinafter ‘onward transfer’) if the third party is or agrees to be bound by these Clauses, under the appropriate Module, or if:

i.) the onward transfer is to a country benefitting from an adequacy decision pursuant to Article 45 of Regulation (EU) 2016/679 that covers the onward transfer;

ii.) the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 Regulation of (EU) 2016/679 with respect to the processing in question;

iii.) the onward transfer is necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings; or

iv.) the onward transfer is necessary in order to protect the vital interests of the data subject or of another natural person.

Any onward transfer is subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose limitation.

8.9 Documentation and compliance

a.) 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 non-compliance. 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.

Clause 9

Use of sub-processors

a.) OPTION 1: SPECIFIC PRIOR AUTHORISATION The data importer shall not sub-contract any of its processing activities performed on behalf of the data exporter under these Clauses to a sub-processor without the data exporter’s prior specific written authorisation. The data importer shall submit the request for specific authorisation at least [Specify time period] prior to the engagement of the sub-processor, together with the information necessary to enable the data exporter to decide on the authorisation. The list of sub-processors already authorised by the data exporter can be found in Annex III. The Parties shall keep Annex III up to date.

OPTION 2: GENERAL WRITTEN AUTHORISATION 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 [Specify time period] 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 subjects3. The Parties agree that, by complying with this Clause, the data importer fulfils its obligations under Clause 8.8. The data importer shall ensure that the sub-processor complies with the obligations to which the data importer is subject pursuant to these Clauses.

c.) The data importer shall provide, at the data exporter’s request, a copy of such a sub-processor agreement and any subsequent amendments to the data exporter. To the extent necessary to protect business secrets or other confidential information, including personal data, the data importer may redact the text of the agreement prior to sharing a copy.

d.) The data importer shall remain fully responsible to the data exporter for the performance of the sub-processor’s obligations under its contract with the data importer. The data importer shall notify the data exporter of any failure by the sub-processor to fulfil its obligations under that contract.

e.) The data importer shall agree a third-party beneficiary clause with the sub-processor whereby – in the event the data importer has factually disappeared, ceased to exist in law or has become insolvent – the data exporter shall have the right to terminate the sub-processor contract and to instruct the sub-processor to erase or return the personal data.

Clause 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.

Clause 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.

[OPTION: The data importer agrees that data subjects may also lodge a complaint with an independent dispute resolution body at no cost to the data subject. It shall inform the data subjects, in the manner set out in paragraph (a), of such redress mechanism and that they are not required to use it, or follow a particular sequence in seeking redress. ]

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.

Clause 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.

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.

Clause 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.
[Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) and has appointed a representative pursuant to Article 27(1) of Regulation (EU) 2016/679:] The supervisory authority of the Member State in which the representative within the meaning of Article 27(1) of Regulation (EU) 2016/679 is established, as indicated in Annex I.C, shall act as competent supervisory authority.
[Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) without however having to appoint a representative pursuant to Article 27(2) of Regulation (EU) 2016/679:] The supervisory authority of one of the Member States in which the data subjects whose personal data is transferred under these Clauses in relation to the offering of goods or services to them, or whose behaviour is monitored, are located, as indicated in Annex I.C, shall act as competent supervisory authority.

b.) The data importer agrees to submit itself to the jurisdiction of and cooperate with the competent supervisory authority in any procedures aimed at ensuring compliance with these Clauses. In particular, the data importer agrees to respond to enquiries, submit to audits and comply with the measures adopted by the supervisory authority, including remedial and compensatory measures. It shall provide the supervisory authority with written confirmation that the necessary actions have been taken.

Clause 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 safeguards.5
iii.) 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).

f.) Following a notification pursuant to paragraph (e), or if the data exporter otherwise has reason to believe that the data importer can no longer fulfil its obligations under these Clauses, the data exporter shall promptly identify appropriate measures (e.g. technical or organisational measures to ensure security and confidentiality) to be adopted by the data exporter and/or data importer to address the situation. The data exporter shall suspend the data transfer if it considers that no appropriate safeguards for such transfer can be ensured, or if instructed by the competent supervisory authority to do so. In this case, the data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses. If the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise. Where the contract is terminated pursuant to this Clause, Clause 16(d) and (e) shall apply.

Clause 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.

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.

Clause 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 of such non-compliance. 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. 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.

Clause 17

Governing law

[OPTION 1: 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).]

[OPTION 2: These Clauses shall be governed by the law of the EU Member State in which the data exporter is established. Where such law does not allow for third-party beneficiary rights, they shall be governed by the law of another EU Member State that does allow for third-party beneficiary rights. The Parties agree that this shall be the law of _______ (specify Member State).]

Clause 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 Member State in which he/she has his/her habitual residence.

d.) The Parties agree to submit themselves to the jurisdiction of such courts.

1 Where the data exporter is a processor subject to Regulation (EU) 2016/679 acting on behalf of a Union institution or body as controller, reliance on these Clauses when engaging another processor (sub-processing) not subject to Regulation (EU) 2016/679 also ensures compliance with Article 29(4) of Regulation (EU) 2018/1725 of the European Parliament and of the Council of 23 October 2018 on the protection of natural persons with regard to the processing of personal data by the Union institutions, bodies, offices and agencies and on the free movement of such data, and repealing Regulation (EC) No 45/2001 and Decision No 1247/2002/EC (OJ L 295, 21.11.2018, p. 39), to the extent these Clauses and the data protection obligations as set out in the contract or other legal act between the controller and the processor pursuant to Article 29(3) of Regulation (EU) 2018/1725 are aligned. This will in particular be the case where the controller and processor rely on the standard contractual clauses included in Decision 2021/915.

2 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.

3 This requirement may be satisfied by the sub-processor acceding to these Clauses under the appropriate Module, in accordance with Clause 7.

4 The data importer may offer independent dispute resolution through an arbitration body only if it is established in a country that has ratified the New York Convention on Enforcement of Arbitration Awards.

5 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 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.

APPENDIX

EXPLANATORY NOTE:

It must be possible to clearly distinguish the information applicable to each transfer or category of transfers and, in this regard, to determine the respective role(s) of the Parties as data exporter(s) and/or data importer(s). This does not necessarily require completing and signing separate appendices for each transfer/category of transfers and/or contractual relationship, where this transparency can achieved through one appendix. However, where necessary to ensure sufficient clarity, separate appendices should be used.

A. LIST OF PARTIES

Data exporter(s): [Identity and contact details of the data exporter(s) and, where applicable, of its/their data protection officer and/or representative in the European Union]

Name: __________
Address: __________
Contact person’s name, position and contact details: __________
Activities relevant to the data transferred under these Clauses:__________
Signature and date: __________

Role (controller/processor): Controller

2. …

Data importer(s): [Identity and contact details of the data importer(s), including any contact person with responsibility for data protection]

Name: Zeta Global Corp
Address: 3 Park Ave., New York, NY 10016
Contact person’s name, position and contact details: Benjamin Hayes, Chief Privacy Officer
Activities relevant to the data transferred under these Clauses:
Processing for Zeta Marketing Platform according to SoW
Signature and date: __________
Role (controller/processor): Processor 

B. DESCRIPTION OF TRANSFER

Categories of data subjects whose personal data is transferred

EU Consumers

Categories of personal data transferred

Cookie ID, Mobile advertising IDs, IP addresses and associated geographic data, marketing segment data based on browsing history.

Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialised training), keeping a record of access to the data, restrictions for onward transfers or additional security measures.

N/A

The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis).

Set out in SoW

Nature of the processing

Data importer will use the data to perform Demand Side Platform (DSP) services in order to conduct real-time bidding and the placement of online behavioral advertising.

Purpose(s) of the data transfer and further processing

To have a centralized Data Cloud

The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period

Depends on SoW

For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing

Maintenance

C. COMPETENT SUPERVISORY AUTHORITY

Identify the competent supervisory authority/ies in accordance with Clause 13

TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA
EXPLANATORY NOTE:

The technical and organisational measures must be described in specific (and not generic) terms. See also the general comment on the first page of the Appendix, in particular on the need to clearly indicate which measures apply to each transfer/set of transfers.

Description of the technical and organisational measures implemented by the data importer(s) (including any relevant certifications) to ensure an appropriate level of security, taking into account the nature, scope, context and purpose of the processing, and the risks for the rights and freedoms of natural persons.

For transfers to (sub-) processors, also describe the specific technical and organisational measures to be taken by the (sub-) processor to be able to provide assistance to the controller and, for transfers from a processor to a sub-processor, to the data exporter.

Please see our SCC Annex II – Zeta Global – Technical and organisational measures-Jan 2022

LIST OF SUB-PROCESSORS

EXPLANATORY NOTE:

This Annex must be completed in case of the specific authorisation of sub-processors (Clause 9(a), Option 1).

The controller has authorised the use of the following sub-processors:

1. Name:
Address: …
Contact person’s name, position and contact details: …
Description of processing (including a clear delimitation of responsibilities in case several sub-processors are authorised):

2. …