Data Processing Addendum

This Data Processing Addendum (the “DPA”) is an addendum to, and made part of, the ClipSocial Standard Terms and Conditions (the “Standard Terms”) and any Orders placed thereunder by and between ClipSocial and the Customer who executes such Orders.

In the course of providing the Services to Customer pursuant to the Standard Terms, ClipSocial may Process Personal Data on behalf of Customer. The parties agree to comply with this DPA with respect to any Personal Data submitted by or for Customer to the Hosted Services or collected and Processed by or for Customer using the Hosted Services. Capitalized words and phrases used in this Agreement, if not otherwise defined in the Defined Words and Phrases set forth in Section 8 below, or defined in context, will have the meanings ascribed to them in the Standard Terms.

1. PROCESSING OF PERSONAL DATA

1.1 Roles of the Parties. The parties acknowledge and agree that with regard to the Processing of Personal Data, Customer is the Controller, ClipSocial is a Processor and will only engage Sub-processors in accordance with the requirements set forth herein.

1.2 ClipSocial’s Processing of Personal Data. ClipSocial shall not Process, transfer, modify, amend or alter the Personal Data or disclose or permit the disclosure of the Personal Data to any third party other than: (i) to Process Personal Data as necessary to provide Services under the Standard Terms, Orders, and/or otherwise in accordance with the documented instructions of Customer; or (ii) as required to comply with applicable Data Protection Laws, to which ClipSocial is subject, in which case ClipSocial shall (to the extent permitted by law) inform the Customer of such legal applicability and obligations, before processing Personal Data. Customer instructs ClipSocial to Process Personal Data for the following purposes: (i) Processing in accordance with the Standard Terms and applicable Order(s); (ii) Processing initiated by Participants or other Data Subjects in their use of the Services; (iii) subject to Section 7.3 of this DPA, Processing to comply with other reasonable written instructions provided by Customer (e.g., via email) where such instructions are consistent with the terms of the Standard Terms. ClipSocial reserves the right to refuse Processing based on Customer’s instructions, if ClipSocial determines, in its sole discretion, that Customer’s instructions violate applicable laws or is unreasonable.

1.3 Deletion of Personal Data. ClipSocial shall delete or return the Personal Data at the end of the provision of the Services under the Standard Terms, to the extent reasonably possible, and unless applicable law requires the retention of such Personal Data by ClipSocial.

1.4 Customer’s Obligations. The Customer represents, warrants, and covenants that all Personal Data Processed by ClipSocial has been and shall be collected and processed by the Customer in accordance with Data Protection Laws including without limitation: (a) ensuring that all notifications to and approvals from regulators which are required by Data Protection Laws are made and maintained by the Customer; and (b) ensuring that all Personal Data is collected and processed fairly and lawfully; all Personal Data is accurate and up to date; Customer has provided and shall maintain adequate notice to Data Subjects, such notice shall include without limitation, a description of the Processing to be undertaken by ClipSocial pursuant to the Services provided under the Standard Terms.

2. RIGHTS OF DATA SUBJECTS

2.1 Correction, Blocking and Deletion. To the extent Customer, in its use of the Services, does not have the ability to correct, amend, block or delete Personal Data, as required by Data Protection Laws, ClipSocial will comply with commercially reasonable requests made directly by Customer to ClipSocial to facilitate such actions to the extent ClipSocial is legally permitted to do so. To the extent legally permitted, Customer shall be responsible for the service hours incurred and any costs arising from ClipSocial’ provision of such assistance.

2.2 Data Subject Requests. ClipSocial shall, to the extent legally permitted, notify Customer as soon as reasonably practicable if it receives any request or communication relating to a request by a Data Subject or a Data Subject’s representative, to exercise rights granted under the Data Protection Laws (“Data Subject Request”), in relation to the Personal Data Processed under the Standard Terms. ClipSocial shall not respond to any such Data Subject Request without Customer’s prior written consent except to confirm that the request relates to Customer. In the event ClipSocial receives a Data Subject Request directly from a Data Subject, ClipSocial shall direct the Data Subject to Customer, unless prohibited by applicable law. In all instances of Data Subject Requests, ClipSocial shall co-operate with the Customer and take such reasonable commercial steps as are directed by the Customer to enable the Customer to comply with a Data Subject Request or comply with any assessment, enquiry, notice or investigation under the Data Protection Laws, provided in each case that the Customer shall reimburse ClipSocial in full for all costs (including for internal resources and any third party costs) reasonably incurred by ClipSocial performing its obligations under this Section. To the extent legally permitted, Customer shall be responsible for the service hours incurred (and any third-party costs) reasonably incurred by ClipSocial performing its obligations under this Section 2.2.

3. PERSONNEL

3.1 Confidentiality. ClipSocial shall ensure that its personnel engaged in the Processing of or have access to 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 or are subject to professional or statutory obligations of confidentiality. ClipSocial shall ensure that such confidentiality obligations survive the termination of the personnel engagement.

3.2 Limitation of Access. ClipSocial shall use commercially reasonable efforts to ensure that Personal Data is limited to its personnel who require such access to perform the Standard Terms and/or any Order Forms.

4. SUB-PROCESSORS

4.1 Appointment of Sub-processors. Customer grants a general authorization: (a) to ClipSocial to appoint ClipSocial Affiliates as Sub-processors, and (b) to ClipSocial and its Affiliates to appoint third party data center operators, and outsourced marketing, business, engineering and customer support providers as sub-processors to support the performance of the Services. Customer acknowledges and agrees that ClipSocial’ Sub-processors, including ClipSocial Affiliates, may engage third-party Sub-processors in connection with the provision of the Hosted Services.

4.2 Changes to Sub-processors. ClipSocial will maintain a list of sub-processors on its website and will add the names of new and replacement Sub-processors to the list prior to them starting sub-processing of Personal Data. If the Customer has a reasonable objection to any new or replacement Sub-processor, it shall notify ClipSocial of such objections in writing within ten (10) days of the notification, and the parties will seek to resolve the matter in good faith. If ClipSocial is reasonably able to provide the Services to the Customer in accordance with the Agreement without using the Sub-processor, and decides in its discretion to do so, then the Customer will have no further rights under this Section 4.2 with respect to the proposed use of the Sub-processor. If ClipSocial requires use of the Sub-processor, as determined in its discretion, and is unable to satisfy the Customer as to the suitability of the sub-processor or the documentation and protections in place between ClipSocial and the sub-processor within ninety (90) days from the Customer’s notification of objections, the Customer may within thirty (30) days following the end of the ninety (90) day period referred to above, terminate the applicable Order with at least thirty (30) days written notice, solely with respect to the service(s) to which the proposed new sub-processor’s processing of Personal Data relates. If the Customer does not provide a timely objection to any new or replacement Sub-processor in accordance with this Section 4.2, the Customer will be deemed to have consented to the Sub-processor and waived its right to object. ClipSocial may use a new or replacement Sub-processor whilst the objection procedure in this Section 4.2 is in process.

4.3 Sub-processor Terms. ClipSocial will ensure that any Sub-processor it engages to provide an aspect of the Services on its behalf in connection with this DPA, is subject to a written contract which imposes on such Sub-processor terms that are substantially no less protective of Personal Data than those imposed on ClipSocial in this DPA (the “Relevant Terms”). ClipSocial shall be liable to the Customer for any breach by such person of any of the Relevant Terms.

5. SECURITY

5.1 Controls for the Protection of Personal Data. ClipSocial shall implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk, taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing of the Personal Data as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons.

5.2 Security Questionnaires and Audits. Upon Customer’s written request at reasonable intervals not to exceed once in any six-month period, ClipSocial will provide a copy of ClipSocial’ then most recent third-party audits or certifications, as applicable, or any summaries thereof, that ClipSocial generally makes available to its customers at the time of such request. Additionally, on reasonable request and at Customer’s expense, ClipSocial shall co-operate in the conduct of any audit or inspection, reasonably necessary to demonstrate ClipSocial’ compliance with the obligations laid down in this DPA, provided always that this requirement shall not oblige ClipSocial to provide or permit access to information concerning (i) ClipSocial internal pricing information; (ii) information relating to ClipSocial’ other customers; (iii) any of ClipSocial non-public external reports; or (iv) any internal reports prepared by ClipSocial’ internal audit function. Customer will give ClipSocial reasonable notice of any audit or inspection to be conducted and shall avoid causing any damage, injury or disruption to ClipSocial’ equipment, personnel and business in the course of such an audit or inspection. Further a maximum of one audit or review may be activated for this or any other purpose under the Standard Terms and this DPA in any twelve (12) month period, excluding a follow-up audit that may be necessary to verify completion of any required mitigation or remediation efforts following a data breach.

6. SECURITY BREACH MANAGEMENT AND NOTIFICATION

ClipSocial maintains security incident management policies and procedures and shall, to the extent permitted by law, upon becoming aware of a data breach involving the Personal Data: (a) notify the Customer without undue delay; and (b) co-operate with the Customer and take such reasonable commercial steps as are directed by the Customer to assist in the investigation, mitigation and remediation of that data breach, provided in each case that unless the data breach is a result of ClipSocial’ violation of the requirements of this DPA, the Customer shall reimburse ClipSocial in full for all costs (including for internal resources and any third party costs) reasonably incurred by ClipSocial in performing the obligations under this Section 6.

7. INTERNATIONAL DATA TRANSFERS

7.1 Application of Standard Contractual Clauses. In providing the Hosted Services, ClipSocial and its Sub-processors may Process Personal Data from within the European Economic Area (EEA), to countries outside of the EEA, including in the United States, which are not subject to adequacy decision by the European Commission, where such transfer would be prohibited by Data Protection Laws or maintain data processing operations outside the EEA. Where applicable, the Standard Contractual Clauses in Attachment 1 (the “Standard Contractual Clauses”), hereby incorporated into this DPA, and the additional terms in this Section 7 apply to the Processing of Personal Data by ClipSocial in the course of providing the Hosted Services:

7.1.1 The Standard Contractual Clauses apply only to Personal Data that is transferred from the European Economic Area (EEA) to outside the EEA, either directly or via onward transfer, to any country or recipient: (i) not recognized by the European Commission as providing an adequate level of protection for personal data (as described in the EU Data Protection Directive), 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, including but not limited to Binding Corporate Rules for Processors. The Standard Contractual Clauses shall only apply where the Customer (or its Affiliate, as applicable) is required to comply with Data Protection Laws in respect of the Processing of the Personal Data by ClipSocial and its Sub-processors on behalf of the Customer (or its Affiliate, as applicable).

7.1.2 The Standard Contractual Clauses apply to (i) the Customer that has executed the Standard Contractual Clauses as a data exporter (as defined within the Standard Contractual Clauses, and further clarified in Attachment 1) and, (ii) all Affiliates (as defined in the Standard Terms) of Customer established within the European Economic Area (EEA) and Switzerland that have purchased Hosted Services on the basis of an Order. For the purpose of the Standard Contractual Clauses and this Section 7, the aforementioned entities shall be deemed “Data Exporters”.

7.1.3 The processing of Personal Data by ClipSocial in the course of providing the Hosted Services shall take place in one or more of the following locations:

Data Centers (where Personal Data is processed and stored)

United States

Amazon Web Services (AWS)

Ohio

7.3 Instructions. This DPA and the Standard Terms and any Order are data exporter’s complete and final instructions to Data Importer 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: (a) processing in accordance with the Standard Terms and applicable Order Form(s); and (b) processing initiated by Authorized End Users in their use of the Hosted Services.

7.4 Sub-processors. Pursuant to Clause 5(h) of the Standard Contractual Clauses, the Data Exporter acknowledges and expressly agrees that ClipSocial’ Affiliates may be retained as Sub-processors; and (b) ClipSocial and its Affiliates respectively may engage third-party Sub-processors in connection with the provision of the Hosted Services in accordance with Section 4 above.

7.4.1 Current Sub-processors and Notice of New Sub-processors. Along with ClipSocial Affiliates, the third parties listed in Section 7.1.3 of this DPA are the current Sub-processors utilized by ClipSocial to provide the Hosted Services. Data Importer shall provide Data Exporter with notice of any new Sub-processor(s) that are not ClipSocial Affiliates to Process Personal Data that are to be utilized by ClipSocial in connection with the provision of the Hosted Services at least ten (10) business days prior to such utilization.

7.4.2 Objection Right for new Sub-processors. If Data Exporter has a reasonable basis to object to Data Importer’s use of such new Sub-processor, Data Exporter shall notify Data Importer promptly in writing within ten (10) business days after receipt of Data Importer’s notice. In the event Data Exporter objects to a new Sub-processor(s) and that objection is not unreasonable Data Importer will use reasonable efforts to make available to Data Exporter a change in the affected Hosted Services or recommend a commercially reasonable change to Data Exporter’s configuration or use of the affected Hosted Services to avoid processing of Personal Data by the objected-to new Sub processor without unreasonably burdening Data Exporter. If the objection is not unreasonable and if Data Importer is unable to make available such change within a reasonable period of time, which shall not exceed sixty (60) days, Data Exporter may terminate the applicable Order(s) in respect only to those Hosted Services which cannot be provided by Data Importer without the use of the objected-to new Sub-processor, by providing written notice to Data Importer. Data Exporter shall receive a refund of any prepaid fees for the period following the effective date of termination in respect of such terminated Hosted Services.

7.4.3 Sub-processor Agreements. The parties agree that the copies of the Sub-processor agreements that must be sent by the Data Importer 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 the Data Importer beforehand; and, that such copies will be provided by Data Importer only upon reasonable request by Data Exporter.

7.5 Audits and Certifications. The parties agree that the audits described in Clause 5(f), Clause 11 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 Standard Terms, Data Importer shall make available to Data Exporter (or Data Exporter’s independent, third-party auditor that is not a competitor of ClipSocial) information regarding ClipSocial’s compliance with the obligations set forth in this DPA in the form of the third- party certifications and audits set forth in the security and privacy documentation to the extent ClipSocial makes them generally available to its customers. Customer may contact ClipSocial in accordance with the “Notices” Section of the Standard Terms to request an on-site audit of the procedures relevant to the protection of Personal Data in accordance with the Audit provisions of the Standard Terms. Customer shall reimburse ClipSocial for any time expended for any such on-site audit at ClipSocial’s then-current professional services rates, which shall be made available to Data Exporter upon request. Before the commencement of any such on-site audit, Data Exporter and Data Importer 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 Data Importer. Data Exporter shall promptly notify Data Importer with information regarding any non-compliance discovered during the course of an audit.

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

7.7 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.

8. DEFINED WORDS AND PHRASES

“Affiliate“ means in relation to an entity, any person or entity Controlling, Controlled by or under common Control with such entity, with “Control” meaning the power, direct or indirect, to direct or cause the direction of the management and policies of such entity whether by contract or otherwise and, in any event and without limitation of the foregoing, any entity owning more than fifty percent (50%) of the voting securities of a second entity shall be deemed to control that second entity. “Controlling” and “Controlled by” shall have corresponding meanings.

“ClipSocial” means ClipSocial LLC.

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

“Data Protection Laws” means all applicable laws and regulations regarding the Processing of Personal Data, including, solely where applicable, the European Union’s General Data Protection Regulation (2016/679) (“GDPR”) and the California Consumer Privacy Act of 2018 (“CCPA”), each as may be amended from time to time.

“Data Subject” means an identified or identifiable individual to whom Personal Data relates. For clarity, Data Subject includes any “consumer” as that term is defined in the CCPA.

“Personal Data” means information that identifies, relates to, describes, is reasonable capable of being associated with, our could reasonably to linked, directly or indirectly, with a particular individual or household, that is collected, accessed, used, or otherwise processed by ClipSocial in its provision of Services.

“Processing” “Process” or “Processed” 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, blocking, erasure or destruction.

“Processor” means ClipSocial and any Sub-processors used by them in accordance with this DPA, collectively as the entities which Processes Personal Data on behalf of the Controller.

“Standard Contractual Clauses” means the agreement executed by and between Customer and ClipSocial LLC. and attached hereto as Attachment 1 pursuant to the European Commission’s decision of 5 February 2010 on Standard Contractual Clauses for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection.

“Sub-processor” means any Processor engaged by ClipSocial.

9. Legal Effect

This DPA shall only become legally binding between Customer and ClipSocial when an Order that references this DPA has been countersigned and delivered to ClipSocial by Customer.

In witness whereof, the parties have executed this DPA as of the later date set forth in the signature block below.

CUSTOMER

ClipSocial LLC

Signature:

Name:

Title:

Date:

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 Customer (the data exporter) and ClipSocial (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 organisational security measures’ means those measures aimed at protecting personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing.

CLAUSE 2

Details of the transfer

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

CLAUSE 3

Third-party beneficiary clause

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

CLAUSE 4

Obligations of the data exporter

The data exporter agrees and warrants:

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

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

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

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

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

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

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

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

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

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

CLAUSE 5

Obligations of the data importer

The data importer agrees and warrants:

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

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

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

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

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

(ii) any accidental or unauthorised access, and

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

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

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

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

(h) 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

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

CLAUSE 7

Mediation and jurisdiction

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.

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

CLAUSE 8

Cooperation with supervisory authorities

The data exporter agrees to deposit a copy of this contract with the supervisory authority if it so requests or if such deposit is required under the applicable data protection law.
The parties agree that the supervisory authority has the right to conduct an audit of the data importer, and of any subprocessor, which has the same scope and is subject to the same conditions as would apply to an audit of the data exporter under the applicable data protection law.
The data importer shall promptly inform the data exporter about the existence of legislation applicable to it or any subprocessor preventing the conduct of an audit of the data importer, or any subprocessor, pursuant to paragraph 2. In such a case the data exporter shall be entitled to take the measures foreseen in Clause 5 (b).

CLAUSE 9

Governing Law

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

CLAUSE 10

Variation of the contract

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

CLAUSE 11

Subprocessing

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

CLAUSE 12

Obligation after the termination of personal data processing services

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

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):
John Templeton Foundation is (i) the legal entity that has executed the Standard Contractual Clauses as a Data Exporter and, (ii) all Affiliates (as defined in the Agreement) of Data Exporter established within the European Economic Area (EEA) and Switzerland that have purchased Hosted Services on the basis of one or more Order Form(s).

Data importer

The data importer is (please specify briefly activities relevant to the transfer):
ClipSocial LLC is a provider of both live and virtual event planning and production, including through a cloud based software as a service platform that processes personal data upon the instructions for 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 Hosted Services in the amounts and categories as are 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:

Data exporter’s users and event participants who are authorized by data exporter to use the Hosted Services
Active or previous customers of data exporter and its Affiliates (who are natural persons)
Employees, agents or contractors of data exporter and its Affiliates (who are natural persons)

Categories of data

The personal data transferred concern the following categories of data (please specify):
Data exporter may submit Personal Data to the Hosted Services, in the amounts and categories as are 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: First, Last and Middle Name, Contact Information, Company, Job Title, State, Country, ID data, connection data and localisation data.

Special categories of data (if appropriate)

The personal data transferred concern the following special categories of data (please specify):
Data exporter may not submit special categories of data to the Hosted Services at any time, including with information revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, trade- union membership, and the processing of data concerning health or sex life.

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 Hosted Services pursuant to the Agreement.

Appendix 2 to the Standard Contractual Clauses

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

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

Data importer will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Personal Data uploaded to the Hosted Services, or as otherwise provided by data importer.

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):

[End of Appendix 2 to the Standard Contractual Clauses]