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STANDARD CONTRACTUAL CLAUSESSECTION I

Clause 1
Purpose and scope(a)

The purpose of these standard contractual clauses is to ensure compliance with therequirements of Regulation (EU) 2016/679 of the European Parliament and of the Council of
27 April 2016 on the protection of natural persons with regard to the processing of personal
data and on the free movement of such data (General Data Protection Regulation) 1 for thetransfer of personal data to a third country.

(b)

The Parties:(i)the natural or legal person(s), public authority/ies, agency/ies or other body/ies(hereinafter “entity/ies”) transferring the personal data, as listed in Annex I.A. (hereinafter
each “data exporter”), and(ii)

the entity/ies in a third country receiving the personal data from the data exporter, directly
or indirectly via another entity also Party to these Clauses, as listed in Annex I.A.
(hereinafter each “data importer”)

have agreed to these standard contractual clauses (hereinafter: “Clauses”).
(c)

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

(d)

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

Clause 2
Effect and invariability of the Clauses(a)1

These Clauses set out appropriate safeguards, including enforceable data subject rights andeffective legal remedies, pursuant to Article 46(1) and Article 46 (2)(c) of Regulation (EU)2016/679 and, with respect to data transfers from controllers to processors and/or processors
to processors, standard contractual clauses pursuant to Article 28(7) of Regulation (EU)2016/679, provided they are not modified, except toWhere the data exporter is a processor subject to Regulation (EU) 2016/679 acting on behalf of a Union
institution or body as controller, reliance on these Clauses when engaging another processor (sub-processing)not subject to Regulation (EU) 2016/679 also ensures compliance with Article 29(4) of Regulation (EU)2018/1725 of the European Parliament and of the Council of 23 October 2018 on the protection of natural
persons with regard to the processing of personal data by the Union institutions, bodies, offices and agencies
and on the free movement of such data, and repealing Regulation (EC) No 45/2001 and Decision No
1247/2002/EC (OJ L 295 of 21.11.2018, p. 39), to the extent these Clauses and the data protection obligations
as set out in the contract or other legal act between the controller and the processor pursuant to Article 29(3) ofRegulation (EU) 2018/1725 are aligned. This will in particular be the case where the controller and processor
rely on the standard contractual clauses included in Decision 2021/915.

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select the appropriate Module(s) or to add or update information in the Appendix. This does notprevent the Parties from including the standard contractual clauses laid down in these Clauses
in a wider contract and/or to add other clauses or additional safeguards, provided, that they do
not contradict, directly or indirectly, these Clauses or prejudice the fundamental rights or
freedoms of data subjects.
(b)

These Clauses are without prejudice to obligations to which the data exporter is subject byvirtue of Regulation (EU) 2016/679.

Clause 3
Third-party beneficiaries(a)Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against thedata exporter and/or data importer, with the following exceptions:(i)

Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;(ii)

Clause 8 - Module One: Clause 8.5 (e) and Clause 8.9(b); Module Two: Clause 8.1(b),8.9(a), (c), (d) and (e); Module Three: Clause 8.1(a), (c) and (d) and Clause 8.9(a), (c),(d), (e), (f) and (g); Module Four: Clause 8.1 (b) and Clause 8.3(b);(iii) Clause 9 - Module Two: Clause 9(a), (c), (d) and (e); Module Three: Clause 9(a), (c), (d)and (e);(iv) Clause 12 - Module One: Clause 12(a) and (d); Modules Two and Three: Clause 12(a),(d) and (f);(v)

Clause 13;(vi) Clause 15.1(c), (d) and (e);(vii) Clause 16(e);(viii) Clause 18 - Modules One, Two and Three: Clause 18(a) and (b); Module Four: Clause 18.
(b)

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

Clause 4
Interpretation(a)Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms
shall have the same meaning as in that Regulation.

(b)

These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU)2016/679.

(c)

These Clauses shall not be interpreted in a way that conflicts with rights and obligations
provided for in Regulation (EU) 2016/679.
Clause 5
Hierarchy

In the event of a contradiction between these Clauses and the provisions of related agreements between
the Parties, existing at the time these Clauses are agreed or entered into thereafter, these Clauses shallprevail.

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Clause 6
Description of the transfers)
The details of the transfer(s), and in particular the categories of personal data that are transferred andthe purpose(s) for which they are transferred, are specified in Annex I.B.

SECTION II - OBLIGATIONS OF THE PARTIES

Clause 8
Data protection safeguards
The data exporter warrants that it has used reasonable efforts to determine that the data importer is able,
through the implementation of appropriate technical and organisational measures, to satisfy its
obligations under these Clauses.
MODULE TWO: Transfer controller to processor
8.1

Instructions(a)
The data importer shall process the personal data only on documented instructions fromthe data exporter. The data exporter may give such instructions throughout the duration of the contract.
(b)
instructions.

The data importer shall immediately inform the data exporter if it is unable to follow those

8.2

Purpose limitation

The data importer shall process the personal data only for the specific purpose(s) of the transfer, as set
out in Annex I.B, unless on further instructions from the data exporter.
8.3

Transparency

On request, the data exporter shall make a copy of these Clauses, including the Appendix ascompleted by the Parties, available to the data subject free of charge. To the extent necessary to protect
business secrets or other confidential information, including the measures described in Annex II andpersonal data, the data exporter may redact part of the text of the Appendix to these Clauses prior tosharing a copy, but shall provide a meaningful summary where the data subject would otherwise not beable to understand the content or exercise his/her rights. On request, the Parties shall provide the data
subject with the reasons for the redactions, to the extent possible without revealing the redacted
information. This Clause is without prejudice to the obligations of the data exporter under Articles 13 and
14 of Regulation (EU) 2016/679.
8.4

Accuracy

If the data importer becomes aware that the personal data it has received is inaccurate, or has
become outdated, it shall inform the data exporter without undue delay. In this case, the data importer
shall cooperate with the data exporter to erase or rectify the data.
8.5

Duration of processing and erasure or return of dataDocuSign Envelope ID: 69CC9A6E-3464-4D09-9042-E6C2E08FC6E3

Processing by the data importer shall only take place for the duration specified in Annex I.B. Afterthe end of the provision of the processing services, the data importer shall, at the choice of the data
exporter, delete all personal data processed on behalf of the data exporter and certify to the data exporterthat it has done so, or return to the data exporter all personal data processed on its behalf and delete
existing copies. Until the data is deleted or returned, the data importer shall continue to ensurecompliance with these Clauses. In case of local laws applicable to the data importer that prohibit returnor deletion of the personal data, the data importer warrants that it will continue to ensure compliance withthese Clauses and will only process it to the extent and for as long as required under that local law. Thisis without prejudice to Clause 14, in particular the requirement for the data importer under Clause 14(e)to notify the data exporter throughout the duration of the contract if it has reason to believe that it is or
has become subject to laws or practices not in line with the requirements under Clause 14(a).
8.6

Security of processing(a)The data importer and, during transmission, also the data exporter shall implement
appropriate technical and organisational measures to ensure the security of the data, including protection
against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised
disclosure or access to that data (hereinafter “personal data breach”). In assessing the appropriate levelof security, the Parties shall take due account of the state of the art, the costs of implementation, thenature, scope, context and purpose(s) of processing and the risks involved in the processing for the data
subjects. The Parties shall in particular consider having recourse to encryption or pseudonymisation,
including during transmission, where the purpose of processing can be fulfilled in that manner. In case ofpseudonymisation, the additional information for attributing the personal data to a specific data subject
shall, where possible, remain under the exclusive control of the data exporter. In complying with its
obligations under this paragraph, the data importer shall at least implement the technical andorganisational measures specified in Annex II. The data importer shall carry out regular checks to ensurethat these measures continue to provide an appropriate level of security.
(b)
The data importer shall grant access to the personal data to members of its personnel only
to the extent strictly necessary for the implementation, management and monitoring of the contract. It
shall ensure that persons authorised to process the personal data have committed themselves toconfidentiality or are under an appropriate statutory obligation of confidentiality.
(c)
In the event of a personal data breach concerning personal data processed by the data
importer under these Clauses, the data importer shall take appropriate measures to address the breach,
including measures to mitigate its adverse effects. The data importer shall also notify the data exporter
without undue delay after having become aware of the breach. Such notification shall contain the detailsof a contact point where more information can be obtained, a description of the nature of the breach(including, where possible, categories and approximate number of data subjects and personal data
records concerned), its likely consequences and the measures taken or proposed to address the breach
including, where appropriate, measures to mitigate its possible adverse effects. Where, and in so far as,
it is not possible to provide all information at the same time, the initial notification shall contain theinformation then available and further information shall, as it becomes available, subsequently beprovided without undue delay.
(d)
The data importer shall cooperate with and assist the data exporter to enable the data
exporter to comply with its obligations under Regulation (EU) 2016/679, in particular to notify thecompetent supervisory authority and the affected data subjects, taking into account the nature ofprocessing and the information available to the data importer.
8.7

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Where the transfer involves personal data revealing racial or ethnic origin, political opinions,religious or philosophical beliefs, or trade union membership, genetic data, or biometric data for the
purpose of uniquely identifying a natural person, data concerning health or a person’s sex life or sexual
orientation, or data relating to criminal convictions and offences (hereinafter “sensitive data”), the data
importer shall apply the specific restrictions and/or additional safeguards described in Annex I.B.
8.8

Onward transfers

The data importer shall only disclose the personal data to a third party on documented
instructions from the data exporter. In addition, the data may only be disclosed to a third party locatedoutside the European Union2 (in the same country as the data importer or in another third country,
hereinafter “onward transfer”) if the third party is or agrees to be bound by these Clauses, under theappropriate Module, or if:(i)the onward transfer is to a country benefitting from an adequacy decision pursuant to Article 45
of Regulation (EU) 2016/679 that covers the onward transfer;(ii)
the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 Regulationof (EU) 2016/679 with respect to the processing in question;(iii)
the onward transfer is necessary for the establishment, exercise or defence of legal claims in thecontext of specific administrative, regulatory or judicial proceedings; or(iv)
the onward transfer is necessary in order to protect the vital interests of the data subject or ofanother natural person.
Any onward transfer is subject to compliance by the data importer with all the other safeguards underthese Clauses, in particular purpose limitation.
8.9

Documentation and compliance(a)
The data importer shall promptly and adequately deal with enquiries from the data
exporter that relate to the processing under these Clauses.
(b)
The Parties shall be able to demonstrate compliance with these Clauses. In particular, thedata importer shall keep appropriate documentation on the processing activities carried out on behalf ofthe data exporter.
(c)
The data importer shall make available to the data exporter all information necessary todemonstrate compliance with the obligations set out in these Clauses and at the data exporter’s request,
allow for and contribute to audits of the processing activities covered by these Clauses, at reasonableintervals or if there are indications of non-compliance. In deciding on a review or audit, the data exporter
may take into account relevant certifications held by the data importer.

2

The Agreement on the European Economic Area (EEA Agreement) provides for the extension of the European
Union's internal market to the three EEA States Iceland, Liechtenstein and Norway. The Union data protection
legislation, including Regulation (EU) 2016/679, is covered by the EEA Agreement and has been incorporated
into Annex XI thereto. Therefore, any disclosure by the data importer to a third party located in the EEA does not
qualify as an onward transfer for the purpose of these Clauses.

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The data exporter may choose to conduct the audit by itself or mandate an independent
auditor. Audits may include inspections at the premises or physical facilities of the data importer andshall, where appropriate, be carried out with reasonable notice.
(e)
The Parties shall make the information referred to in paragraphs (b) and (c), including theresults of any audits, available to the competent supervisory authority on request.
Clause 9
Use of sub-processors
MODULE TWO: Transfer controller to processor(a)

GENERAL WRITTEN AUTHORISATION The data importer has the data exporter’s
general authorisation for the engagement of sub-processor(s) from an agreed list. The data
importer shall specifically inform the data exporter in writing of any intended changes to that list
through the addition or replacement of sub-processors at least 10 days in advance, thereby
giving the data exporter sufficient time to be able to object to such changes prior to theengagement of the sub-processor(s). The data importer shall provide the data exporter with theinformation necessary to enable the data exporter to exercise its right to object.

(b)

Where the data importer engages a sub-processor to carry out specific processing
activities (on behalf of the data exporter), it shall do so by way of a written contract that provides
for, in substance, the same data protection obligations as those binding the data importer underthese Clauses, including in terms of third-party beneficiary rights for data subjects. 3 The Parties
agree that, by complying with this Clause, the data importer fulfils its obligations under Clause
8.8. The data importer shall ensure that the sub-processor complies with the obligations towhich the data importer is subject pursuant to these Clauses.

(c)

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

(d)

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

(e)

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

Clause 10
Data subject rights

MODULE TWO: Transfer controller to processor(a)3

The data importer shall promptly notify the data exporter of any request it has received
from a data subject. It shall not respond to that request itself unless it has been authorised toThis requirement may be satisfied by the sub-processor acceding to these Clauses under the appropriate Module,in accordance with Clause 7.

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do so by the data exporter.
(b)

The data importer shall assist the data exporter in fulfilling its obligations to respond todata subjects’ requests for the exercise of their rights under Regulation (EU) 2016/679. In thisregard, the Parties shall set out in Annex II the appropriate technical and organisational
measures, taking into account the nature of the processing, by which the assistance shall be
provided, as well as the scope and the extent of the assistance required.

(c)

In fulfilling its obligations under paragraphs (a) and (b), the data importer shall comply with
the instructions from the data exporter.
Clause 11
Redress(a)

The data importer shall inform data subjects in a transparent and easily accessible format,
through individual notice or on its website, of a contact point authorised to handle complaints.
It shall deal promptly with any complaints it receives from a data subject.

MODULE TWO: Transfer controller to processor(a)
In case of a dispute between a data subject and one of the Parties as regards compliancewith these Clauses, that Party shall use its best efforts to resolve the issue amicably in a timely fashion.
The Parties shall keep each other informed about such disputes and, where appropriate, cooperate inresolving them.
(b)
Where the data subject invokes a third-party beneficiary right pursuant to Clause 3, thedata importer shall accept the decision of the data subject to:(i)lodge a complaint with the supervisory authority in the Member State of his/her habitualresidence or place of work, or the competent supervisory authority pursuant to Clause 13;(ii)

refer the dispute to the competent courts within the meaning of Clause 18.

(c)
The Parties accept that the data subject may be represented by a not-for-profit body,organisation or association under the conditions set out in Article 80(1) of Regulation (EU) 2016/679.
(d)
The data importer shall abide by a decision that is binding under the applicable EU or
Member State law.
(e)
The data importer agrees that the choice made by the data subject will not prejudice his/her
substantive and procedural rights to seek remedies in accordance with applicable laws.

Clause 12
Liability

MODULE TWO: Transfer controller to processor(a)Each Party shall be liable to the other Party/ies for any damages it causes the otherParty/ies by any breach of these Clauses.

(b)

The data importer shall be liable to the data subject, and the data subject shall be entitled
to receive compensation, for any material or non-material damages the data importer or its sub-

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processor causes the data subject by breaching the third-party beneficiary rights under these
Clauses.
(c)

Notwithstanding paragraph (b), the data exporter shall be liable to the data subject, andthe data subject shall be entitled to receive compensation, for any material or non-material
damages the data exporter or the data importer (or its sub-processor) causes the data subject
by breaching the third-party beneficiary rights under these Clauses. This is without prejudice tothe liability of the data exporter and, where the data exporter is a processor acting on behalf ofa controller, to the liability of the controller under Regulation (EU) 2016/679 or Regulation (EU)2018/1725, as applicable.

(d)

The Parties agree that if the data exporter is held liable under paragraph (c) for damages
caused by the data importer (or its sub-processor), it shall be entitled to claim back from thedata importer that part of the compensation corresponding to the data importer’s responsibility
for the damage.

(e)

Where more than one Party is responsible for any damage caused to the data subject asa result of a breach of these Clauses, all responsible Parties shall be jointly and severally liable
and the data subject is entitled to bring an action in court against any of these Parties.

(f)

The Parties agree that if one Party is held liable under paragraph (e), it shall be entitled
to claim back from the other Party/ies that part of the compensation corresponding to its / their
responsibility for the damage.

(g)

The data importer may not invoke the conduct of a sub-processor to avoid its own liability.

Clause 13
Supervision

MODULE TWO: Transfer controller to processor(a)[Where the data exporter is established in an EU Member State:] The supervisory
authority with responsibility for ensuring compliance by the data exporter with Regulation (EU) 2016/679
as regards the data transfer, as indicated in Annex I.C, shall act as competent supervisory authority.
(a)[Where the data exporter is not established in an EU Member State, but falls within the
territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) and has
appointed a representative pursuant to Article 27(1) of Regulation (EU) 2016/679:] The supervisory
authority of the Member State in which the representative within the meaning of Article 27(1) of Regulation(EU) 2016/679 is established, as indicated in Annex I.C, shall act as competent supervisory authority.
(a)[Where the data exporter is not established in an EU Member State, but falls within the
territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) without
however having to appoint a representative pursuant to Article 27(2) of Regulation (EU) 2016/679:] The
supervisory authority of one of the Member States in which the data subjects whose personal data istransferred under these Clauses in relation to the offering of goods or services to them, or whose
behaviour is monitored, are located, as indicated in Annex I.C, shall act as competent supervisory
authority.
(b)
The data importer agrees to submit itself to the jurisdiction of and cooperate with thecompetent supervisory authority in any procedures aimed at ensuring compliance with these Clauses. In
particular, the data importer agrees to respond to enquiries, submit to audits and comply with themeasures adopted by the supervisory authority, including remedial and compensatory measures. It shallprovide the supervisory authority with written confirmation that the necessary actions have been taken.

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SECTION III - LOCAL LAWS AND OBLIGATIONS IN CASE OF ACCESS BY
PUBLIC AUTHORITIESClause 14
Local laws and practices affecting compliance with the Clauses

MODULE TWO: Transfer controller to processor(a)

The Parties warrant that they have no reason to believe that the laws and practices in the third
country of destination applicable to the processing of the personal data by the data importer,
including any requirements to disclose personal data or measures authorising access by publicauthorities, prevent the data importer from fulfilling its obligations under these Clauses. This isbased on the understanding that laws and practices that respect the essence of thefundamental rights and freedoms and do not exceed what is necessary and proportionate in a
democratic society to safeguard one of the objectives listed in Article 23(1) of Regulation (EU)2016/679, are not in contradiction with these Clauses.

(b)

The Parties declare that in providing the warranty in paragraph (a), they have taken due accountin particular of the following elements:(i)the specific circumstances of the transfer, including the length of the processing chain,
the number of actors involved and the transmission channels used; intended onward
transfers; the type of recipient; the purpose of processing; the categories and format of
the transferred personal data; the economic sector in which the transfer occurs; thestorage location of the data transferred;(ii)

the laws and practices of the third country of destination- including those requiring thedisclosure of data to public authorities or authorising access by such authorities relevant in light of the specific circumstances of the transfer, and the applicable
limitations and safeguards4;
any relevant contractual, technical or organisational safeguards put in place tosupplement the safeguards under these Clauses, including measures applied duringtransmission and to the processing of the personal data in the country of destination.

(iii)

(c)

4

The data importer warrants that, in carrying out the assessment under paragraph (b), it has
made its best efforts to provide the data exporter with relevant information and agrees that it

As regards the impact of such laws and practices on compliance with these Clauses, different elements may beconsidered as part of an overall assessment. Such elements may include relevant and documented practicalexperience with prior instances of requests for disclosure from public authorities, or the absence of such
requests, covering a sufficiently representative time-frame. This refers in particular to internal records or otherdocumentation, drawn up on a continuous basis in accordance with due diligence and certified at senior
management level, provided that this information can be lawfully shared with third parties. Where this practicalexperience is relied upon to conclude that the data importer will not be prevented from complying with these
Clauses, it needs to be supported by other relevant, objective elements, and it is for the Parties to consider
carefully whether these elements together carry sufficient weight, in terms of their reliability andrepresentativeness, to support this conclusion. In particular, the Parties have to take into account whether theirpractical experience is corroborated and not contradicted by publicly available or otherwise accessible, reliable
information on the existence or absence of requests within the same sector and/or the application of the law inpractice, such as case law and reports by independent oversight bodies.

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will continue to cooperate with the data exporter in ensuring compliance with these Clauses.
(d)

The Parties agree to document the assessment under paragraph (b) and make it available tothe competent supervisory authority on request.

(e)

The data importer agrees to notify the data exporter promptly if, after having agreed to these
Clauses and for the duration of the contract, it has reason to believe that it is or has become
subject to laws or practices not in line with the requirements under paragraph (a), including
following a change in the laws of the third country or a measure (such as a disclosure request)
indicating an application of such laws in practice that is not in line with the requirements inparagraph (a).

(f)

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

Clause 15
Obligations of the data importer in case of access by public authorities

MODULE TWO: Transfer controller to processor

15.1

Notification(a)

The data importer agrees to notify the data exporter and, where possible, the data subject
promptly (if necessary with the help of the data exporter) if it:(i)receives a legally binding request from a public authority, including judicial authorities,
under the laws of the country of destination for the disclosure of personal datatransferred pursuant to these Clauses; such notification shall include information about
the personal data requested, the requesting authority, the legal basis for the request andthe response provided; or(ii)becomes aware of any direct access by public authorities to personal data transferredpursuant to these Clauses in accordance with the laws of the country of destination;such notification shall include all information available to the importer.

(b)

If the data importer is prohibited from notifying the data exporter and/or the data subject under
the laws of the country of destination, the data importer agrees to use its best efforts to obtaina waiver of the prohibition, with a view to communicating as much information as possible, assoon as possible. The data importer agrees to document its best efforts in order to be able todemonstrate them on request of the data exporter.

(c)

Where permissible under the laws of the country of destination, the data importer agrees toDocuSign Envelope ID: 69CC9A6E-3464-4D09-9042-E6C2E08FC6E3

provide the data exporter, at regular intervals for the duration of the contract, with as much
relevant information as possible on the requests received (in particular, number of requests,
type of data requested, requesting authority/ies, whether requests have been challenged andthe outcome of such challenges, etc.).
(d)

The data importer agrees to preserve the information pursuant to paragraphs (a) to (c) for theduration of the contract and make it available to the competent supervisory authority on
request.

(e)Paragraphs (a) to (c) are without prejudice to the obligation of the data importer pursuant toClause 14(e) and Clause 16 to inform the data exporter promptly where it is unable to comply
with these Clauses.

15.2

Review of legality and data minimisation(a)

The data importer agrees to review the legality of the request for disclosure, in particularwhether it remains within the powers granted to the requesting public authority, and tochallenge the request if, after careful assessment, it concludes that there are reasonablegrounds to consider that the request is unlawful under the laws of the country of destination,
applicable obligations under international law and principles of international comity. The data
importer shall, under the same conditions, pursue possibilities of appeal. When challenging arequest, the data importer shall seek interim measures with a view to suspending the effectsof the request until the competent judicial authority has decided on its merits. It shall notdisclose the personal data requested until required to do so under the applicable procedural
rules. These requirements are without prejudice to the obligations of the data importer under
Clause 14(e).

(b)

The data importer agrees to document its legal assessment and any challenge to the request
for disclosure and, to the extent permissible under the laws of the country of destination, makethe documentation available to the data exporter. It shall also make it available to the competentsupervisory authority on request.

(c)

The data importer agrees to provide the minimum amount of information permissible when
responding to a request for disclosure, based on a reasonable interpretation of the request.

SECTION IV - FINAL PROVISIONS

Clause 16
Non-compliance with the Clauses and termination(a)

The data importer shall promptly inform the data exporter if it is unable to comply with these
Clauses, for whatever reason.

(b)

In the event that the data importer is in breach of these Clauses or unable to comply with these
Clauses, the data exporter shall suspend the transfer of personal data to the data importer until
compliance is again ensured or the contract is terminated. This is without prejudice to Clause
14(f).

(c)

The data exporter shall be entitled to terminate the contract, insofar as it concerns theprocessing of personal data under these Clauses, where:(i)the data exporter has suspended the transfer of personal data to the data importer
pursuant to paragraph (b) and compliance with these Clauses is not restored within aDocuSign Envelope ID: 69CC9A6E-3464-4D09-9042-E6C2E08FC6E3

reasonable time and in any event within one month of suspension;(ii)

the data importer is in substantial or persistent breach of these Clauses; or(iii)

the data importer fails to comply with a binding decision of a competent court orsupervisory authority regarding its obligations under these Clauses.

In these cases, it shall inform the competent supervisory authority [for Module Three: and thecontroller] of such non-compliance. Where the contract involves more than two Parties, thedata exporter may exercise this right to termination only with respect to the relevant Party,
unless the Parties have agreed otherwise.
(d)[For Modules One, Two and Three: Personal data that has been transferred prior to thetermination of the contract pursuant to paragraph (c) shall at the choice of the data exporter
immediately be returned to the data exporter or deleted in its entirety. The same shall apply to
any copies of the data.]
The data importer shall certify the deletion of the data to the data exporter. Until the data isdeleted or returned, the data importer shall continue to ensure compliance with these Clauses.
In case of local laws applicable to the data importer that prohibit the return or deletion of thetransferred personal data, the data importer warrants that it will continue to ensure compliancewith these Clauses and will only process the data to the extent and for as long as required
under that local law.

(e)Either Party may revoke its agreement to be bound by these Clauses where (i) the European
Commission adopts a decision pursuant to Article 45(3) of Regulation (EU) 2016/679 thatcovers the transfer of personal data to which these Clauses apply; or (ii) Regulation (EU)2016/679 becomes part of the legal framework of the country to which the personal data istransferred. This is without prejudice to other obligations applying to the processing in question
under Regulation (EU) 2016/679.

Clause 17
Governing law
MODULE TWO: Transfer controller to processor
These Clauses shall be governed by the law of the EU Member State in which the data exporter isestablished. Where such law does not allow for third-party beneficiary rights, they shall be governed by
the law of another EU Member State that does allow for third-party beneficiary rights. The Parties agree
that this shall be the law of Ireland.
Clause 18
Choice of forum and jurisdiction
MODULE TWO: Transfer controller to processor
(a)
(b)
(c)
(d)

Any dispute arising from these Clauses shall be resolved by the courts of an EU Member
State.
The Parties agree that those shall be the courts of Ireland.
A data subject may also bring legal proceedings against the data exporter and/or data
importer before the courts of the Member State in which he/she has his/her habitual residence.
The Parties agree to submit themselves to the jurisdiction of such courts.

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

A. LIST OF PARTIESMODULE TWO: Transfer controller to processor

Data exporter(s): [Identity and contact details of the data exporter(s) and, where applicable, of its/theirdata protection officer and/or representative in the European Union]
1. Name: ...
Address: ...
Contact person’s name, position and contact details: ...
Activities relevant to the data transferred under these Clauses: Obtaining the Services from Data Importer
Signature and date: ...
Role (controller/processor): Controller

2. . . .

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

1. Name: Eventbrite, Inc.
Address: ... 155 5th Street, Floor 7 San Francisco, CA 94103
Contact person’s name, position and contact details: ... Lisa Gorman, Acting General Counsel
Activities relevant to the data transferred under these Clauses: Providing the Services to Data Exporter.
2021-08-12

Signature and date: ... ______________________
Role (controller/processor): Processor

2. . . .

В. DESCRIPTION OF TRANSFER MODULE

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TWO: Transfer controller to processor

Categories of data subjects whose personal data is transferred

Data subjects are individuals accessing and/or using Eventbrite Services to register for or purchase aticket in connection with the data exporter Organizer’s event(s) (“Consumers”).

Categories of personal data transferred

The data transferred is the personal data collected by the data exporter Organizer in connection with its
use of Eventbrite Services to host its event(s) on the Eventbrite platform. Such personal data includes
Consumers’ name, address, email address, financial information to purchase paid tickets (credit card or
debit card data, expiration date, billing address), and any additional registration information collected by
Organizer from Consumers in connection with its event(s).

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

Eventbrite does not intentionally collect special categories of data, but the data exporter, at its own
discretion, may collect such data. These categories may include racial or ethnic origin, political opinions,philosophical beliefs, trade union membership, health or sex data. Data exporter is solely responsible formeeting all obligations regarding the collection, use, and transfer of such data.

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

Continuously, for the length of the Agreement between the parties.

Nature of the processing

Personal data transferred will be processed to (i) provide Eventbrite Services to the data exporter andfulfil the data importer’s obligations under the Eventbrite Terms of Service and/or the governing Eventbrite
Services Agreement; (ii) provide customer support to the data exporter; and (iii) compliance withapplicable law.

Purpose(s) of the data transfer and further processing

To (i) provide Eventbrite Services to the data exporter and fulfil the data importer’s obligations under theDocuSign Envelope ID: 69CC9A6E-3464-4D09-9042-E6C2E08FC6E3

Eventbrite Terms of Service and/or the governing Eventbrite Services Agreement; (ii) provide customer
support to the data exporter; and (iii) compliance with applicable law.

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

Personal data shall be retained for the length of time necessary to provide the Eventbrite Services underthe Agreement, or as otherwise required by applicable law.

For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing
Eventbrite’s subprocessors will process personal data to assist Eventbrite in providing the Eventbrite
Services pursuant to the Agreement, for as long as needed for Eventbrite to provide the Eventbrite
Services.
C.

COMPETENT SUPERVISORY AUTHORITY

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

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ANNEX II - TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND
ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATAMODULE TWO: Transfer controller to processor

Data importer will maintain a written and comprehensive information security program, which includes
appropriate physical, technical and administrative controls to protect the security, integrity,
confidentiality and availability of personal data, including without limitation, protecting personal data
against any unauthorized or unlawful acquisition, access, use, disclosure or destruction. For more
information about the data importer’s security practices and technical controls, please see:https://www.eventbrite.com/security/.