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Data Processing Addendum

This Data Processing Addendum (the “Addendum”) is executed by and between Inventory Source, Inc. DBA Flxpoint, a Delaware corporation..  Unless otherwise defined in this Addendum, all capitalized terms not defined in this Addendum will have the meanings given to them in the Terms of Service.

1- Definitions

“Affiliates” means any entity which is controlled by, controls or is in common control with Flxpoint.

“CCPA” means the California Consumer Privacy Act, Cal. Civ. Code 1798.100 et seq., including any amendments and any implementing regulations thereto that become effective on or after the effective date of this Data Processing Addendum.

“Covered Services” any hosted services we offer you that could involve our Processing of Personal Data.

“Customer Data” means the Personal Data of any Data Subject Processed by Flxpoint within the Flxpoint Network on behalf of Customer pursuant to or in connection with the Terms of Service.

“Data Controller” means the Customer, as the entity which determines the purposes and means of the Processing of Personal Data.

“Data Processor” means Flxpoint, as the entity which Processes Personal Data on behalf of the Data Controller, or the service provider as such term is defined by CCPA.

“Data Protection Laws” means all laws and regulations applicable to the Processing of Personal Data under the Agreement  including the (i) CCPA, (ii) the GDPR, (iii) the EU e-Privacy Directive (Directive 2002/58/EC), (iv) any national data protection laws made under or pursuant to (ii) or (iii), (v) the Swiss Federal Data Protection Act of 19 June 1992 and its Ordinance, and (vi), in respect of the United Kingdom, the Data Protection Act 2018 and any applicable national legislation that replaces or converts in domestic law the GDPR or any other law relating to data and privacy as a consequence of the United Kingdom leaving the European Union; in each case as may be amended, superseded or replaced.

“Data Subject” means the individual to whom Personal Data relates.

“EEA” means the European Economic Area.

“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).

“Flxpoint Network” means Flxpoint’s data center facilities, servers, networking equipment, and host software systems (e.g., virtual firewalls) that are within Flxpoint’s control and are used to provide the Covered Services.

“Personal Data” means any information relating to an identified or identifiable person or household as defined under Data Protection Laws.

“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. “Process”, “processes” and “processed” will be interpreted accordingly. Detail of Processing are set forth in Annex 1.

“Security Incident” either (a) a breach of security of the Flxpoint Security Standards leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, any Customer Data; or (b) any unauthorized access to Flxpoint equipment or facilities, where in either case such access results in destruction, loss, unauthorized disclosure, or alteration of Customer Data.

“Security Standards” means the security standards attached to this Addendum as Annex 2.

“Standard Contractual Clauses” or “SCCs” means Annex 3, attached to and forming part of this Addendum pursuant to the European Commission Decision of 5 February 2010 on standard contractual clauses for the transfer of personal data to processors established in third countries under the Directive.

“Sub-processor” means any Data Processor engaged by Processor to Process data on behalf of Data Controller.

2 – Data Processing

2.1 Scope and Roles. This Addendum applies when Customer Data is processed by Flxpoint.  In this context, Flxpoint will act as the Data Processor on behalf of the Customer as the Data Controller with respect to Customer Data.

2.2 Details of Data Processing. The subject matter of processing of Customer Data by Flxpoint is the performance of the Covered Services pursuant to the Terms of Service and product-specific agreements. 

Flxpoint shall only Process Customer Data on behalf of and in accordance with Customer’s documented instructions for the following purposes: (i) Processing in accordance with the Terms of Service or applicable product-specific agreement; (ii) Processing initiated by end users in their use of the Covered Services; (iii) Processing to comply with other documented, reasonable instructions provided by Customers (ex. via email) where such instructions are consistent with the terms of the Agreement. 

Flxpoint shall not: (a)  process, retain, use, sell, or disclose Customer Data except as necessary to provide Covered Services pursuant to the Terms of Service, or as required by law; (b) sell such Customer Data to any third party; (c) retain, use, or disclose such Customer Data outside of the direct business relationship between Flxpoint and Customer.

For the avoidance of doubt, Customer’s instructions for the Processing of Personal Data shall comply with all applicable Data Protection Laws. Customer shall have sole responsibility for the accuracy, quality, and legality of Personal Data and the means by which Customer acquired Personal Data. Flxpoint shall not be required to comply with or observe Customer’s instructions if such instructions would violate Data Protection Laws. 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 Addendum are further specified in Annex 1 (‘Details of the Processing’) to this Addendum.

3 – Confidentiality of Customer Data

Flxpoint will not disclose Customer Data to any government or any other third party, except as necessary to comply with the law or a valid and binding order of a law enforcement agency (such as a subpoena or court order). In the event Flxpoint receives a valid civil subpoena, and to the extent permitted, Flxpoint will endeavor to provide Customer with reasonable notice of the demand via email to allow Customer to seek a protective order or other appropriate remedy.

4 – Security

4.1 Flxpoint has implemented and will maintain the technical and organizational measures for the Flxpoint Network as described herein this Section and as further described here in our Data Protection Policy. In particular, Flxpoint has implemented and will maintain the following technical and organizational measures that address the (i) security of the Flxpoint Network; (ii) physical security of the facilities; (iii) controls around employee and contractor access to (i) and/or (ii); and (iv) processes for testing, assessing and evaluating the effectiveness of technical and organizational measures implemented by Flxpoint. In the event that we are not able to meet any of its obligations set forth herein, we will provide written notice (via our website and email) as soon as practically feasible.

4.2 Flxpoint makes available a number of security features such as two factor authentication and retention policy features and functionalities that the Customer may elect to use in relation to the Covered Services. 

Customer is responsible for (a) properly configuring the Covered Services, (b) using the controls available in connection with the Covered Services (including the security controls) to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services, (c) using the controls available in connection with the Covered Services (including the security controls) to allow the Customer to restore the availability and access to Customer Data in a timely manner in the event of a physical or technical incident (e.g. backups and routine archiving of Customer Data), and (d) taking such steps as Customer considers adequate to maintain appropriate security, protection, and deletion of Customer Data, which includes use of encryption technology to protect Customer Data from unauthorized access and measures to control access rights to Customer Data.

5 – Data Subject Rights

Taking into account the nature of the Covered Services, Flxpoint offers Customer certain controls as described in the “Security” section of this Addendum that Customer may elect to use to retrieve, correct, delete or restrict use and sharing of Customer Data as described in the Covered Services. Customer may use these controls as technical and organizational measures to assist it in connection with its obligations under applicable privacy laws, including its obligations relating to responding to requests from Data Subjects.

As commercially reasonable, and to the extent lawfully required or permitted, Flxpoint shall promptly notify Customer if Flxpoint directly receives a request from a Data Subject to exercise such rights under any applicable data privacy laws (“Data Subject Request”). In addition, where Customer’s use of the Covered Services limits its ability to address a Data Subject Request, Flxpoint may, where legally permitted and appropriate and upon Customer’s specific request, provide commercially reasonable assistance in addressing the request, at Customer’s cost (if any).

6 – Sub-Processing

6.1 Authorized Sub-processors. Customer agrees that Flxpoint may use Sub-processors to fulfill its contractual obligations under its Terms of Service and this Addendum or to provide certain services on its behalf, such as providing support services. Customer hereby consents to Flxpoint’s use of Sub-processors as described in this Section. 

6.2 Sub-processor Obligations. Where Flxpoint uses any authorized Sub-processor as described in Section 6.1:

(i) Where we engage Sub-Processors, we 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 (including, where appropriate, the Standard Contractual Clauses), to the extent applicable to the nature of the services provided by such Sub-Processors. We will remain responsible for each Sub-Processor’s compliance with the obligations of this DPA and for any acts or omissions of such Sub-Processor that cause us to breach any of its obligations under this DPA.

(ii) Flxpoint will remain responsible for its compliance with the obligations of this Addendum and for any acts or omissions of the Sub-processor that cause Flxpoint to breach any of Flxpoint’s obligations under this Addendum.

6.3 New Sub-processors.  Customer agrees that Flxpoint may disclose Personal Information to its subcontractors for purposes of providing the Service (“Sub-Processors”), provided that Inventory Source, Inc. (i) shall enter into an agreement with its Sub-Processors which comply with Data Protection Legislation, including requiring the Sub-Processors to only process Personal Information to the extent required to perform the obligations sub-contracted to them, and (ii) shall remain fully liable for all obligations subcontracted to, and all acts and omissions of, the Sub-Processors. Flxpoint’s current list of SubProcessors is located here.

Flxpoint will inform you of any intended changes concerning the addition or replacement of Sub-Processors by updating its Sub-Processor webpage, which you acknowledge is your responsibility to check regularly.

7 – Security Breach Notification

7.1 Security Incident. If Flxpoint becomes aware of a Security Incident, Flxpoint will without undue delay: (a) notify Customer of the Security Incident; and (b) take reasonable steps to mitigate the effects and to minimize any damage resulting from the Security Incident.

See more in our Incident Reporting & Response Policy.

7.2 Flxpoint Assistance.  To assist Customer in relation to any personal data breach notifications Customer is required to make under any applicable privacy laws, Flxpoint will include in the notification under section 8.1 such information about the Security Incident as Flxpoint is reasonably able to disclose to Customer, taking into account the nature of the Covered Services, the information available to Flxpoint, and any restrictions on disclosing the information, such as confidentiality.

7.3 Failed Security Incidents. Customer agrees that:

(i) A failed Security Incident will not be subject to the terms of this Addendum. A failed Security Incident is one that results in no unauthorized access to Customer Data or to any of Flxpoint’s Network, equipment, or facilities storing Customer Data, and may include, without limitation, pings and other broadcast attacks on firewalls or edge servers, port scans, unsuccessful log-on attempts, denial of service attacks, packet sniffing (or other unauthorized access to traffic data that does not result in access beyond headers) or similar incidents; and

(ii) Flxpoint’s obligation to report or respond to a Security Incident under this Section is not and will not be construed as an acknowledgement by Flxpoint of any fault or liability of Flxpoint with respect to the Security Incident.

7.4 Communication. Notification(s) of Security Incidents, if any, will be delivered to one or more of Customer’s administrators by any means Flxpoint selects, including via email. It is Customer’s sole responsibility to ensure Customer’s administrators maintain accurate contact information on the Flxpoint management console and secure transmission at all times.

8 – Transfers of Personal Data

8.1 U.S. Based Processing. Except where specifically noted in the Terms of Service, Customer Data will be transferred outside the EEA and processed in the United States.

8.2 Application of Standard Contractual Clauses. The Standard Contractual Clauses will apply to Customer Data that is transferred outside the EEA, either directly or via onward transfer, to any country not recognised by the European Commission as providing an adequate level of protection for Personal Data. The Standard Contractual Clauses will not apply to Customer Data that is not transferred, either directly or via onward transfer, outside the EEA.  Notwithstanding the foregoing, the Standard Contractual Clauses will not apply where the data is transferred in accordance with a recognised compliance standard for the lawful transfer of Personal Data outside the EEA, such as when necessary for the performance of Covered Services pursuant to the Terms of Service or with your consent..

9 – Termination of the Addendum

This Addendum will continue in force until the termination of our processing in accordance with the Terms of Service (the “Termination Date”).

10 – Return or Deletion of Customer Data

The Customer may be provided controls that may be used to retrieve or delete Customer Data. Any deletion of Customer Data will be governed by the terms of the particular Covered Services.

11 – Limitations of Liability

The liability of each party under this Addendum will be subject to the exclusions and limitations of liability set out in the Terms of Service. Customer agrees that any regulatory penalties incurred by Flxpoint in relation to the Customer Data that arise as a result of, or in connection with, Customer’s failure to comply with its obligations under this Addendum and any applicable privacy laws will count towards and reduce Flxpoint’s liability under the Terms of Service as if it were liability to the Customer under the Terms of Service.

12 – Entire Terms of Service; Conflict

This Addendum supersedes and replaces all prior or contemporaneous representations, understandings, agreements, or communications between Customer and Flxpoint, whether written or verbal, regarding the subject matter of this Addendum, including any data processing addenda entered into between Flxpoint and Customer with regard to the processing of personal data and on the free movement of such data.  Except as amended by this Addendum, the Terms of Service will remain in full force and effect.  If there is a conflict between any other agreement between the parties including the Terms of Service and this Addendum, the terms of this Addendum will control.

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Annex 1

DETAILS OF THE PROCESSING

  1. Nature and Purpose of Processing. Flxpoint will Process Personal Data as necessary to perform the Covered Services pursuant to the Terms of Service, product-specific agreements, and as further instructed by Customer throughout its use of the Covered Services.
  2. Duration of Processing. Subject to Section 10 of this Addendum, Flxpoint will Process Personal Data during the effective date of the Terms of Service, but will abide by the terms of this Addendum for the duration of the Processing if in excess of that term, and unless otherwise agreed upon in writing.
  3. Categories of Data Subjects.Customer may upload Personal Data in the course of its use of the Covered Services, the extent to 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 Covered Services
  1. Type of Personal Data. Customer may upload Personal Data in the course of its use of the Covered Services, the type of and extent to which is determined and controlled by Customer in its sole discretion, and which may include, but is not limited to the following categories of Personal Data of Data Subjects:
  • Name
  • Address
  • Telephone number
  • Date of birth
  • Email address
  • Other data collected that could directly or indirectly identify you.

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Annex 2

Security Standards

Technical and Organizational Measures

We are committed to protecting our customers’ information.  Taking into account the best practices, the costs of implementation and the nature, scope, circumstances and purposes of processing as well as the different likelihood of occurrence and severity of the risk to the rights and freedoms of natural persons we take the following technical and organizational measures.  When selecting the measures the confidentiality, integrity, availability and resilience of the systems are considered. 

Refer to our Data Protection Policy here for details to how we implement our security measures in regards to how:

  • We use a variety of physical and logical measures to protect the confidentiality of its customers’ personal data. 
  • Appropriate change and log management controls are in place, in addition to access controls to be able to maintain the integrity of personal data such as:
  • We implement appropriate continuity and security measures to maintain the availability of its services and the data residing within those services
  • We have established internal privacy policies, agreements and conduct regular privacy training for employees to ensure personal data is processed in accordance with customers’ preferences and instructions.

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Annex 3

See Section 9.2 of the Addendum for applicability of these SCCs

Standard Contractual Clauses (processors)

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 entity identified as “Customer” in the Addendum

(the “data exporter”)

And

Inventory Source, Inc.

(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.

Clause 1

Definitions

For the purposes of the Clauses:

(a) ‘personal data’, ‘special categories of data’, ‘process/processing’, ‘controller’, ‘processor’, ‘data subject’ and ‘supervisory authority’ shall have the same meaning as in Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data;

(b) ‘the data exporter’ means the controller who transfers the personal data;

(c) ‘the data importer’ means the processor who agrees to receive from the data exporter personal data intended for processing on his behalf after the transfer in accordance with his instructions and the terms of the Clauses and who is not subject to a third country’s system ensuring adequate protection within the meaning of Article 25(1) of Directive 95/46/EC;

(d) ‘the subprocessor’ means any processor engaged by the data importer or by any other subprocessor of the data importer who agrees to receive from the data importer or from any other subprocessor of the data importer personal data exclusively intended for processing activities to be carried out on behalf of the data exporter after the transfer in accordance with his instructions, the terms of the Clauses and the terms of the written subcontract;

(e) ‘the applicable data protection law‘ means the legislation protecting the fundamental rights and freedoms of individuals and, in particular, their right to privacy with respect to the processing of personal data applicable to a data controller in the Member State in which the data exporter is established;

(f) ‘technical and organizational security measures’ means those measures aimed at protecting personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing.

Clause 2

Details of the transfer

The details of the transfer and in particular the special categories of personal data where applicable are specified in Appendix 1 which forms an integral part of the Clauses.

Clause 3

Third-party beneficiary clause

  1. The data subject can enforce against the data exporter this Clause, Clause 4(b) to (i), Clause 5(a) to (e), and (g) to (j), Clause 6(1) and (2), Clause 7, Clause 8(2), and Clauses 9 to 12 as third-party beneficiary.
  2. The data subject can enforce against the data importer this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where the data exporter has factually disappeared or has ceased to exist in law unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law, as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity.
  3. The data subject can enforce against the subprocessor this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity. Such third-party liability of the subprocessor shall be limited to its own processing operations under the Clauses.
  4. The parties do not object to a data subject being represented by an association or other body if the data subject so expressly wishes and if permitted by national law.

Clause 4

Obligations of the data exporter

The data exporter agrees and warrants:

(a) that the processing, including the transfer itself, of the personal data has been and will continue to be carried out in accordance with the relevant provisions of the applicable data protection law (and, where applicable, has been notified to the relevant authorities of the Member State where the data exporter is established) and does not violate the relevant provisions of that State;

(b) that it has instructed and throughout the duration of the personal data processing services will instruct the data importer to process the personal data transferred only on the data exporter’s behalf and in accordance with the applicable data protection law and the Clauses;

(c) that the data importer will provide sufficient guarantees in respect of the technical and organizational security measures specified in Appendix 2 to this contract;

(d) that after assessment of the requirements of the applicable data protection law, the security measures are appropriate to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing, and that these measures ensure a level of security appropriate to the risks presented by the processing and the nature of the data to be protected having regard to the state of the art and the cost of their implementation;

(e) that it will ensure compliance with the security measures;

(f) that, if the transfer involves special categories of data, the data subject has been informed or will be informed before, or as soon as possible after, the transfer that its data could be transmitted to a third country not providing adequate protection within the meaning of Directive 95/46/EC;

(g) to forward any notification received from the data importer or any subprocessor pursuant to Clause 5(b) and Clause 8(3) to the data protection supervisory authority if the data exporter decides to continue the transfer or to lift the suspension;

(h) to make available to the data subjects upon request a copy of the Clauses, with the exception of Appendix 2, and a summary description of the security measures, as well as a copy of any contract for subprocessing services which has to be made in accordance with the Clauses, unless the Clauses or the contract contain commercial information, in which case it may remove such commercial information;

(i) that, in the event of subprocessing, the processing activity is carried out in accordance with Clause 11 by a subprocessor providing at least the same level of protection for the personal data and the rights of data subject as the data importer under the Clauses; and

(j) that it will ensure compliance with Clause 4(a) to (i).

Clause 5

Obligations of the data importer

The data importer agrees and warrants:

(a) to process the personal data only on behalf of the data exporter and in compliance with its instructions and the Clauses; if it cannot provide such compliance for whatever reasons, it agrees to inform promptly the data exporter of its inability to comply, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;

(b) that it has no reason to believe that the legislation applicable to it prevents it from fulfilling the instructions received from the data exporter and its obligations under the contract and that in the event of a change in this legislation which is likely to have a substantial adverse effect on the warranties and obligations provided by the Clauses, it will promptly notify the change to the data exporter as soon as it is aware, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;

(c) that it has implemented the technical and organizational security measures specified in Appendix 2 before processing the personal data transferred;

(d) that it will promptly notify the data exporter about:

(i)  any legally binding request for disclosure of the personal data by a law enforcement authority unless otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation,

(ii) any accidental or unauthorized access, and

(iii) any request received directly from the data subjects without responding to that request, unless it has been otherwise authorised to do so;

(e)  to deal promptly and properly with all inquiries from the data exporter relating to its processing of the personal data subject to the transfer and to abide by the advice of the supervisory authority with regard to the processing of the data transferred;

(f)  at the request of the data exporter to submit its data processing facilities for audit of the processing activities covered by the Clauses which shall be carried out by the data exporter or an inspection body composed of independent members and in possession of the required professional qualifications bound by a duty of confidentiality, selected by the data exporter, where applicable, in agreement with the supervisory authority;

(g) to make available to the data subject upon request a copy of the Clauses, or any existing contract for subprocessing, unless the Clauses or contract contain commercial information, in which case it may remove such commercial information, with the exception of Appendix 2 which shall be replaced by a summary description of the security measures in those cases where the data subject is unable to obtain a copy from the data exporter;

(h) that, in the event of subprocessing, it has previously informed the data exporter and obtained its prior written consent;

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

(j) to send promptly a copy of any subprocessor agreement it concludes under the Clauses to the data exporter.

Clause 6

Liability

  1. The parties agree that any data subject, who has suffered damage as a result of any breach of the obligations referred to in Clause 3 or in Clause 11 by any party or subprocessor is entitled to receive compensation from the data exporter for the damage suffered.
  2. If a data subject is not able to bring a claim for compensation in accordance with paragraph 1 against the data exporter, arising out of a breach by the data importer or his subprocessor of any of their obligations referred to in Clause 3 or in Clause 11, because the data exporter has factually disappeared or ceased to exist in law or has become insolvent, the data importer agrees that the data subject may issue a claim against the data importer as if it were the data exporter, unless any successor entity has assumed the entire legal obligations of the data exporter by contract of by operation of law, in which case the data subject can enforce its rights against such entity. The data importer may not invoke the conduct of a sub-processor to avoid its own liability.
  3. If a data subject is not able to bring a claim against the data exporter or the data importer referred to in paragraphs 1 and 2, arising out of a breach by the subprocessor of any of their obligations referred to in Clause 3 or in Clause 11 because both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, the subprocessor agrees that the data subject may issue a claim against the data subprocessor with regard to its own processing operations under the Clauses as if it were the data exporter or the data importer, unless any successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law, in which case the data subject can enforce its rights against such entity. The liability of the subprocessor shall be limited to its own processing operations under the Clauses.

Clause 7

Mediation and jurisdiction

  1. The data importer agrees that if the data subject invokes against it third-party beneficiary rights and/or claims compensation for damages under the Clauses, the data importer will accept the decision of the data subject:

(a)  to refer the dispute to mediation, by an independent person or, where applicable, by the supervisory authority;

(b)  to refer the dispute to the courts in the Member State in which the data exporter is established.

  1. The parties agree that the choice made by the data subject will not prejudice its substantive or procedural rights to seek remedies in accordance with other provisions of national or international law.

Clause 8

Cooperation with supervisory authorities

  1. We will make all information reasonably necessary to demonstrate compliance with this DPA available to you and allow for and contribute to audits.
  2. The data exporter agrees to deposit a copy of this contract with the supervisory authority if it so requests.

Clause 9

Governing Law

This DPA will be governed by and construed in accordance with the ‘Contracting Entity; ‘Applicable Law; Notice’ sections of the Jurisdiction Specific Terms, unless required otherwise by Data Protection Laws.

Clause 10

Variation of the contract

The parties undertake not to vary or modify the Clauses. This does not preclude the parties from adding clauses on business related issues where required as long as they do not contradict the Clause.

Clause 11

Subprocessing

  1. The data importer shall not subcontract any of its processing operations performed on behalf of the data exporter under the Clauses without the prior written consent of the data exporter. Where the data importer subcontracts its obligations under the Clauses, with the consent of the data exporter, it shall do so only by way of a written agreement with the subprocessor which imposes the same obligations on the subprocessor as are imposed on the data importer under the Clauses. Where the subprocessor fails to fulfill its data protection obligations under such written agreement the data importer shall remain fully liable to the data exporter for the performance of the subprocessor’s obligations under such agreement.
  2. The prior written contract between the data importer and the subprocessor shall also provide for a third-party beneficiary clause as laid down in Clause 3 for cases where the data subject is not able to bring the claim for compensation referred to in paragraph 1 of Clause 6 against the data exporter or the data importer because they have factually disappeared or have ceased to exist in law or have become insolvent and no successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law. Such third-party liability of the subprocessor shall be limited to its own processing operations under the Clauses.
  3. The provisions relating to data protection aspects for subprocessing of the contract referred to in paragraph 1 shall be governed by the law of the Member State in which the data exporter is established.
  4. The data exporter shall keep a list of subprocessing agreements concluded under the Clauses and notified by the data importer pursuant to Clause 5 (j), which shall be updated at least once a year. The list shall be available to the data exporter’s data protection supervisory authority.

Clause 12

Obligation after the termination of personal data processing services

  1. The parties agree that on the termination of the provision of data processing services, the data importer and the subprocessor shall, at the choice of the data exporter, return all the personal data transferred and the copies thereof to the data exporter or shall destroy all the personal data and certify to the data exporter that it has done so, unless legislation imposed upon the data importer prevents it from returning or destroying all or part of the personal data transferred. In that case, the data importer warrants that it will guarantee the confidentiality of the personal data transferred and will not actively process the personal data transferred anymore.
  2. The data importer and the subprocessor warrant that upon request of the data exporter and/or of the supervisory authority, it will submit its data processing facilities for an audit of the measures referred to in paragraph 1.

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Appendix 1 to the Standard Contractual Clauses

Data exporter

The data exporter is the entity identified as “Customer” in the Addendum

Data importer

The data importer is Inventory Source, Inc. a provider of hosted services.

Data subjects

The processing operations are defined in Section 1.3 and Annex 1 of the Addendum.

Categories of data

The processing operations are defined in Section 1.3 and Annex 1 of the Addendum.

Processing operations

The processing operations are defined in Section 1.3 and Annex 1 of the Addendum.

Appendix 2 to the Standard Contractual Clauses

This Appendix forms part of the Clauses.  By purchasing Covered Services from Inventory Source, Inc. the Addendum and this Appendix 2 are deemed accepted and executed by and between the parties.

Description of the technical and organizational security measures implemented by the data importer in accordance with Clauses 4(d) and 5(c) (or document/legislation attached):

The technical and organizational security measures implemented by the data importer are as described in the Addendum, specifically in Annex 2, which is incorporated and attached to it.