This Data Processing Agreement (“DPA”) is part of the Agreement between Customer and Connect Now, Inc. (the “Agreement”) governing the Services provided by Connect Now. This DPA reflects the parties’ agreement with respect to the Processing of Customer Data, including Personal Data, in accordance with the requirements of Data Protection Laws. All capitalized terms not defined herein shall have the meaning set forth in the Agreement.
In the course of providing the Services to Customer pursuant to the Agreement, Connect Now may Process Personal Data on behalf of Customer. Connect Now agrees to comply with the following provisions with respect to any Personal Data submitted by or for Customer to the Services or collected and Processed by or for Customer using the Services.

1. DEFINITIONS

“Customer” means the party to the Agreement that receives the Services.

“Customer Data” means any data, information or material originated by Customer that Customer submits, collects or provides in the course of using the Services, including any Personal Data.

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

“Data Processor” means the entity which Processes Personal Data on behalf of the Data Controller.

“Data Protection Laws” means all laws and regulations applicable to the Processing of Personal Data under the Agreement.

“Data Security Documentation” means the Data Security Documentation applicable to the specific Services purchased by Customer, as updated from time to time, and as made reasonably available by Connect Now.

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

“Personal Data” means information relating to an identified or identifiable natural person that is submitted to Connect Now as part of the Services as Customer Data.

“Process” or “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, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restricting, erasure or destruction.

“Sub‐processor” means any Data Processor engaged by Now Controller, excluding its employees.

2. PROCESSING OF PERSONAL DATA

2.1 Roles of the Parties. The parties acknowledge and agree that with regard to the Processing of Personal Data, Customer is the Data Controller and Connect Now is a Data Processor.

2.2 Customer’s Processing of Personal Data. Customer shall, in its use of the Services, Process Personal Data in accordance with the requirements of Data Protection Laws. For the avoidance of doubt, Customer’s instructions for the Processing of Personal Data shall comply with 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. Customer shall at all relevant times remain duly and effectively authorized to give instruction on the Processing of Personal Data on behalf of the Data Subject. Customer acknowledges that (a) in using the Services, it may authorize other parties to Process Personal Data that is provided to those parties directly by Data Subjects on behalf of Customer, (b) such parties become Data Processors with regard to the Processing of that Personal Data, (c) such Processing and Personal Data are not governed by the terms of this Agreement; and (d) Connect Now is not subject to any obligations concerning such Processing and Personal Data under this DPA or the Agreement.

2.3 Connect Now’s Processing of Personal Data. Customer instructs and authorizes Connect Now to Process Personal Data and transfer Customer Personal Data to any country or territory in compliance with Data Protection Laws applicable to the Processing of Personal Data. Connect Now shall only Process Personal Data on behalf of and in accordance with Customer’s documented instructions and as reasonably necessary for the provision of Services contemplated by the Agreement. Customer instructs Connect Now to Process Personal Data for the following purposes: (i) in accordance with the Agreement and any applicable Customer orders; (ii) as part of any Processing initiated by Customer in its use of the Services; and (iii) to comply with other reasonable instructions provided by Customer (e.g., via email) where such instructions are consistent with the terms of the Agreement.

3. RIGHTS OF DATA SUBJECTS

3.1 Correction, Deletion, and Restriction. Connect Now shall comply with any commercially reasonable request by Customer to obtain for a Data Subject the correction, deletion, or restriction of processing of Personal Data, as required by Data Protection Laws, to the extent Connect Now is legally permitted to do so.

3.2 Data Subject Requests. Connect Now shall, to the extent legally permitted, promptly notify Customer if it receives a request from a Data Subject for access to, correction, amendment or deletion of that person’s Personal Data. Connect Now shall provide Customer with commercially reasonable cooperation and assistance in relation to handling of a Data Subject’s request for access to that person’s Personal Data, to the extent legally permitted and to the extent Customer does not have access to such Personal Data through its use of the Services.

4. Connect Now PERSONNEL

4.1 Confidentiality. Connect Now shall ensure that its personnel engaged in the Processing of Personal Data are informed of the confidential nature of the Personal Data, have received appropriate training on their responsibilities and have executed written confidentiality agreements. Connect Now shall ensure that such confidentiality obligations survive the termination of the personnel engagement.

4.2 Reliability. Connect Now shall take commercially reasonable steps to ensure the reliability of any Connect Now personnel engaged in the Processing of Personal Data.

4.3 Limitation of Access. Connect Now shall ensure that Connect Now’s access to Personal Data is limited to those personnel who require such access to perform the Agreement.

4.4 Data Protection Officer. Connect Now has appointed a data protection officer where such appointment is required by Data Protection Laws. The appointed person may be reached at privacy@connectnowinc.com.

5. SECURITY

5.1 Connect Now maintains administrative, physical and technical safeguards for protection of the security, confidentiality and integrity of Customer Data, including Personal Data, as set forth in the Data Security Documentation. Connect Now regularly monitors compliance with these safeguards. Such safeguards may be updated or revised from time to time taking into account the state of the art, the costs of implementation, and the nature, scope, context and purposes of Processing, as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons. Connect Now will not materially decrease the overall security of the Services during the term of the Agreement.

5.2 Connect Now will promptly notify Customer, not later than 72 hours after becoming aware, of any breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Data, including Personal Data, by Connect Now or its Sub‐processors (a “Security Breach”), as required by Data Protection Laws. Connect Now shall make reasonable efforts to identify and remediate the cause of such Security Breach.

5.3 Upon written request from Customer, Connect Now shall return Customer Data to Customer and/or delete Customer Data upon the termination of this Agreement, except to the extent that Data Protection Laws require continued storage of some or all of the Customer Data.

6. ADDITIONAL TERMS FOR EU PERSONAL DATA

6.1 Application of Standard Contractual Clauses. The Standard Contractual Clauses in Attachment 1 (the “Standard Contractual Clauses”) and the additional terms in this Section 6 will apply to the Processing of Personal Data by Connect Now that is transferred from the European Economic Area (EEA) or Switzerland to any country or recipient: (i) not deemed by the European Commission as providing an adequate level of protection for Personal Data, and (ii) not covered by a suitable framework recognized by the relevant authorities or courts as providing an adequate level of protection for Personal Data. The objective of Processing of Personal Data by Connect Now is the performance of the Services pursuant to the Agreement.

6.2 Clause 1 of the Standard Contractual Clauses (“data importer”). The term “data importer” means: Connect Now.

6.3 Clause 1 of the Standard Contractual Clauses (“data exporter”). The term “data exporter” means the legal entity that has executed the Standard Contractual Clauses as a data exporter.

6.4 Clause 5(a) of the Standard Contractual Clauses. This DPA and the Agreement are data exporter’s complete and final instructions to Connect Now for the Processing of Personal Data. Any additional or alternate instructions must be agreed upon separately. For the purposes of Clause 5(a) of the Standard Contractual Clauses, the following is deemed an instruction by the data exporter to Process Personal Data: (i) Processing in accordance with the Agreement and any applicable Customer orders; (ii) as part of any Processing initiated by Customer in its use of the Services; and (iii) to comply with other reasonable instructions provided by Customer (e.g., via email) where such instructions are consistent with the terms of the Agreement.

6.5 Clause 5(f) and Clause 12(2) of the Standard Contractual Clauses. The parties agree that the audits described in Clause 5(f) and Clause 12(2) of the Standard Contractual Clauses shall be carried out in accordance with the following specifications: Upon data exporter’s request, and subject to the confidentiality obligations set forth in the Agreement, Connect Now shall make available to data exporter (or data exporter’s independent, third‐party auditor that is not a competitor of Connect Now) information regarding Connect Now’s compliance with the obligations set forth in this DPA in the form of the third‐ party certifications and audits to the extent Connect Now makes them generally available to its customers. Customer may contact Connect Now in accordance with Section 18 of the Agreement to request an audit of the procedures relevant to the protection of Personal Data. Customer shall reimburse Connect Now for any time expended for any such audit at Connect Now’s then‐current professional services rates, which shall be made available to data exporter upon request. Before the commencement of any such audit, data exporter and Connect Now shall mutually agree upon the scope, timing, and duration of the audit in addition to the reimbursement rate for which data exporter shall be responsible. All reimbursement rates shall be reasonable, taking into account the resources expended by Connect Now. Data exporter shall promptly notify Connect Now with information regarding any non‐compliance discovered during the course of an audit.

6.6 Clause 5(h) of the Standard Contractual Clauses. Pursuant to Clause 5(h) of the Standard Contractual Clauses, the data exporter acknowledges, authorizes, and expressly agrees that Connect Now may engage any commercially reasonable third‐party Sub‐processors, as determined in Connect Now’s discretion, necessary for the provision of the Services under the Agreement or this DPA. Data exporter’s consent to the foregoing is conditioned upon the following: (a) Connect Now shall be liable for the acts of any third‐party Sub‐processor in connection with Personal Data, (b) each third‐party Sub‐processor will be based in the EEA or another territory providing adequate protection under the Data Protection Laws, or, failing that, the third‐party Sub‐processor will adhere to the standards of the Standard Contractual Clauses, (c) each third‐party Sub‐processor will (i) Process Personal Data only in accordance with Connect Now’s instructions, which instructions shall be consistent with those of data exporter, and (ii) provide appropriate technical and organizational security for the data it Processes, and (d) Connect Now shall make available to data exporter at Connect Now’s website a current list of Sub‐processors for the respective Services with the identities of those Sub‐processors (“Sub‐processor List”). Connect Now shall add any new Sub‐processor to the Sub‐processor List at least 30 days before such Sub‐processor begins Processing Personal Data. Where applicable, Connect Now shall provide data exporter with a mechanism to subscribe to updates to the relevant Sub‐processor List. If data exporter has a reasonable basis to object to Connect Now’s use of a new Sub‐processor, data exporter shall notify Connect Now promptly at privacy@connectnowinc.com. In the event data exporter objects to a new Sub‐processor, data exporter may require Connect Now to cease that portion of the Services which cannot be provided by Connect Now without the use of the objected‐to new Sub‐processor, by providing written notice to Connect Now. Data exporter shall receive a refund of any prepaid fees for the period following the effective date of termination in respect of such terminated Services.

6.7 Clause 5(j) of the Standard Contractual Clauses. The parties agree that the copies of the Sub‐processor agreements that must be sent by Connect Now to the data exporter pursuant to Clause 5(j) of the Standard Contractual Clauses may have all commercial information, or clauses unrelated to the Standard Contractual Clauses or their equivalent, removed by Connect Now beforehand; and, that such copies will be provided by Connect Now only upon reasonable request by data exporter.

6.8 Clause 12(1) of the Standard Contractual Clauses. The parties agree that the certification of deletion of Personal Data that is described in Clause 12(1) shall be provided by Connect Now to the data exporter only upon data exporter’s request.

7. GENERAL PROVISIONS

7.1 Termination. This DPA and the Standard Contractual Clauses will terminate simultaneously and automatically with the termination of the Agreement.

7.2 Limitation of Liability. Except as otherwise prohibited by applicable Data Protection Laws, Connect Now’s liabilities arising out of or related to this DPA, whether in contract, tort or under any other theory of liability, will be subject to any aggregate limitation of liability that applies to Customer under the Agreement and any reference to such liability of Connect Now shall mean aggregate liability under the Agreement and this DPA together.

7.3 Severance. Should any provision of this DPA be deemed invalid or unenforceable by a court of competent jurisdiction, then the remainder of this DPA shall remain valid and in force. The invalid or unenforceable provision shall be either (i) amended as necessary to ensure its validity and enforceability, while preserving the parties’ intentions as closely as possible or, if not possible, (ii) construed in a manner as if the invalid or unenforceable part had never been contained herein.

7.4 Indemnification. Customer shall indemnify and hold harmless Connect Now and its directors, officers, employees, stockholders, and affiliates (each, a “Connect Now Indemnitee”) from and against all allegations, claims, actions, suits, demands, damages, liabilities, obligations, losses, settlements, judgments, costs and expenses (including without limitation attorneys’ fees and costs) which arise out of, relate to, or result from any third‐party claim against any Connect Now Indemnitee from Customer’s failure to comply with any of its obligations under applicable Data Protection Laws.

7.5 Governing Law. To the extent required by applicable Data Protection Laws, this DPA shall be governed by the law of the applicable jurisdiction. In all other cases, this DPA shall be governed by the law of the same jurisdiction as the Agreement.

7.6 Conflict. In the event of any conflict or inconsistency between this DPA and the Standard Contractual Clauses in Attachment 1, the Standard Contractual Clauses shall prevail, except when such conflict is between the terms of Section 6 of this DPA and the Standard Contractual Clauses, in which case Section 6 shall prevail.

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ATTACHMENT 1

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
Name of the data exporting organization:
Address:
Tel.: _______________; fax:____________________; e‐mail: _____________________ Other information needed to identify the organization:
____________________________(the data exporter)

And

Name of the data importing organization: Connect Now, Inc.

Address: One Commercial Wharf North, Floor 3, Boston MA 02210

Tel.: +1.844.675.0900; e‐mail: privacy@connectnowinc.com

Other information needed to identify the organization: Not applicable

(the data importer)

each a “party”; together “the parties”

HAVE AGREED on the following Contractual Clauses (the Clauses) in order to adduce adequate safeguards with respect to the protection of privacy and fundamental rights and freedoms of individuals for the transfer by the data exporter to the data importer of the personal data specified in Appendix 1.

Clause 1

Definitions

For the purposes of the Clauses:

(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

Clause 5

Obligations of the data

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 authorized 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 or by operation of law, in which case the data subject can enforce its rights against such entity.

The data importer may not rely on a breach by a subprocessor of its obligations in order to avoid its own liabilities.

3. If a data subject is not able to bring a claim against the data exporter or the data importer referred to in paragraphs 1 and 2, arising out of a breach by the subprocessor of any of their obligations referred to in Clause 3 or in Clause 11 because both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, the subprocessor agrees that the data subject may issue a claim against the data subprocessor with regard to its own processing operations under the Clauses as if it were the data exporter or the data importer, unless any successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law, in which case the data subject can enforce its rights against such entity. The liability of the subprocessor shall be limited to its own processing operations under the Clauses.

Clause 7

Mediation and jurisdiction

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

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

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

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

Clause 8

Cooperation with supervisory authorities

1. The data exporter agrees to deposit a copy of this contract with the supervisory authority if it so requests or if such deposit is required under the applicable data protection law.

2. The parties agree that the supervisory authority has the right to conduct an audit of the data importer, and of any subprocessor, which has the same scope and is subject to the same conditions as would apply to an audit of the data exporter under the applicable data protection law.

3. The data importer shall promptly inform the data exporter about the existence of legislation applicable to it or any subprocessor preventing the conduct of an audit of the data importer, or any subprocessor, pursuant to paragraph 2. In such a case the data exporter shall be entitled to take the measures foreseen in Clause 5 (b).

Clause 9

Governing Law

The Clauses shall be governed by the law of the Member State in which the data exporter is established.

Clause 10

Variation of the contract

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

Clause 11

Subprocessing

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 fulfil its data protection obligations under such written agreement the data importer shall remain fully liable to the data exporter for the performance of the subprocessor’s obligations under such agreement.

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.

On behalf of the data exporter:

Name (written out in full):

Position:

Address:

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

Signature

(stamp of organization)

On behalf of the data importer:

Name (written out in full):

Position:

Address:

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

Signature

(stamp of organization)

APPENDIX 1 TO THE STANDARD CONTRACTUAL CLAUSES

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

The Member States may complete or specify, according to their national procedures, any additional necessary information to be contained in this Appendix.

Data exporter

The data exporter is (please specify briefly your activities relevant to the transfer):

Data Exporter is the legal entity that has executed the Standard Contractual Clauses as a Data Exporter.

Data importer

The data importer is (please specify briefly activities relevant to the transfer):

Connect Now, Inc. provides a platform that helps clients organize sales leads and that processes personal data upon the instruction of the data exporter in accordance with the terms of the Agreement.

Data subjects

The personal data transferred concern the following categories of data subjects (please specify):

Data exporter may submit Personal Data to the Services, the extent of which is determined and controlled by the data exporter in its sole discretion, and which may include, but is not limited to Personal Data relating to the following categories of data subjects:

• employees, agents, customers

Categories of data

The personal data transferred concern the following categories of data (please specify):

Data exporter may submit Personal Data to the Services, the extent of which is determined and controlled by the data exporter in its sole discretion, and which may include, but is not limited to the following categories of Personal Data:

• IP Address
• First and last name
• Passwords
• Contact information (company, email, phone, physical business address)
• Location
• Photographs
• Information about the product or service consumer is interested in

Special categories of data (if appropriate)

The personal data transferred concern the following special categories of data (please specify):

n/a

Processing operations

The personal data transferred will be subject to the following basic processing activities (please specify):

The objective of Processing of Personal Data by data importer is the performance of the Services pursuant to the Agreement.

DATA EXPORTER

Name:
Authorized Signature:

DATA IMPORTER

Name:

Authorized Signature:

APPENDIX 2 TO THE STANDARD CONTRACTUAL CLAUSES

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

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

Connect Now will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Personal Data collected while using the Services or as part of the Services, as described in the Data Security Documentation applicable to the specific Services purchased by data exporter, as updated from time to time, as made reasonably available by Connect Now.