Cloudflare Data Processing Addendum: Standard Contractual Clauses for Customers
2010 EU Model clauses extracted from 2010/87/EU Annex EU Standard Contractual Clauses for the transferof personal data to data processors established in third countries which do not ensure an adequate level ofdata protection----------------------------------------------------------------------------------------------------------------------------INTRODUCTION
Name of the data exporting organisation: the entity identified as “Customer” in ​Cloudflare’s Data ProcessingAddendum​ (the data exporter)And
Name of the data importing organisation: Cloudflare, Inc., 701 Townsend St., San Francisco, CA 94107 (USA) (thedata importer)
each a ‘party’; together ‘the parties’,
HAVE AGREED on the following Contractual Clauses (the "​Clauses​") in order to adduce adequate safeguards withrespect 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.
The Clauses, including any appendices, are effective from the data they are incorporated into the Cloudflare Data
Processing Addendum that reference the Clauses. Entry into the Data Processing Terms shall constitute execution ofthe entirety of the Clauses by the parties.
The Clauses shall automatically expire on the termination or expiry of the Data Processing Terms.
AGREED TERMS
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 EU Data Protection
Laws 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection ofindividuals with regard to the processing of personal data and on the free movement of such data;b) the "​data exporter​" means the entity who transfers the personal data;c)the "​data importer​" means the processor who agrees to receive from the data exporter personal dataintended for processing on his behalf after the transfer in accordance with his instructions and theterms 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 EU Data Protection Laws 95/46/EC;d) the "​sub-processor​" means any processor engaged by the data importer or by any other sub-processorof the data importer who agrees to receive from the data importer or from any other sub-processor ofthe data importer personal data exclusively intended for processing activities to be carried out onbehalf of the data exporter after the transfer in accordance with his instructions, the terms of theClauses and the terms of the written subcontract;e)the "​applicable data protection law​" means the legislation protecting the fundamental rights andfreedoms 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 isestablished; andf)

2.

"​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 anetwork, and against all other unlawful forms of processing.

Details of the transfer

The details of the transfer and in particular the special categories of personal data where applicable are specified inAppendix 1 which forms an integral part of the Clauses.
3.

Third-party beneficiary clause

3.1

The data subject can enforce against the data exporter this Clause, Clause 4.1(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.

3.2

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 thedata exporter, in which case the data subject can enforce them against such entity.

3.3

The data subject can enforce against the sub-processor 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 havefactually 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 sub- processor shall be limited to its own
processing operations under the Clauses.

3.4

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.

4.

Obligations of the data exporter

4.1

The data exporter agrees and warrants:a)that the processing, including the transfer itself, of the personal data has been and will continue to becarried out in accordance with the relevant provisions of the applicable data protection law (and, whereapplicable, has been notified to the relevant authorities of the Member State where the data exporter isestablished) 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 inaccordance 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 thetransmission 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 natureof 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 beinformed 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 EU Data Protection Laws 95/46/EC;g) to forward any notification received from the data importer or any sub-processor pursuant to Clause5(b) and Clause 8(3) to the data protection supervisory authority if the data exporter decides tocontinue 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 ofAppendix 2, and a summary description of the security measures, as well as a copy of any contract forsub-processing services which has to be made in accordance with the Clauses, unless the Clauses or thecontract contain commercial information, in which case it may remove such commercial information;i)that, in the event of sub-processing, the processing activity is carried out in accordance with Clause 11
by a sub- processor providing at least the same level of protection for the personal data and the rightsof data subject as the data importer under the Clauses; andj)

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

5.

Obligations of the data importer

5.1

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 tosuspend 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 theinstructions received from the data exporter and its obligations under the contract and that in the eventof a change in this legislation which is likely to have a substantial adverse effect on the warranties andobligations provided by the Clauses, it will promptly notify the change to the data exporter as soon as itis aware, in which case the data exporter is entitled to suspend the transfer of data and/or terminate thecontract;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:e)(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 topreserve 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;to deal promptly and properly with all inquiries from the data exporter relating to its processing of thepersonal 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 bodycomposed of independent members and in possession of the required professional qualifications boundby a duty of confidentiality, selected by the data exporter, where applicable, in agreement with thesupervisory authority;g) to make available to the data subject upon request a copy of the Clauses, or any existing contract for
sub-processing, 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 asummary description of the security measures in those cases where the data subject is unable to obtaina copy from the data exporter;h) that, in the event of sub-processing, it has previously informed the data exporter and obtained its priorwritten consent;i)that the processing services by the sub-processor will be carried out in accordance with Clause 11;j)to send promptly a copy of any sub-processor agreement it concludes under the Clauses to the dataexporter.

6.

Liability6.1

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 sub-processor is entitled to receive compensationfrom the data exporter for the damage suffered.

6.2

If a data subject is not able to bring a claim for compensation in accordance with paragraph 1 against thedata exporter, arising out of a breach by the data importer or his sub-processor of any of their obligations
referred to in Clause 3 or in Clause 11, because the data exporter has factually disappeared or ceased toexist 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 canenforce its rights against such entity.

The data importer may not rely on a breach by a sub-processor of its obligations in order to avoid its own liabilities.
6.3

If a data subject is not able to bring a claim against the data exporter or the data importer referred to inparagraphs 1 and 2, arising out of a breach by the sub-processor 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 orceased to exist in law or have become insolvent, the sub-processor agrees that the data subject may issue aclaim against the data sub-processor with regard to its own processing operations under the Clauses as if itwere 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 sub-processor shall be limited to its
own processing operations under the Clauses.

7.

Mediation and jurisdiction

7.1

The data importer agrees that if the data subject invokes against it third-party beneficiary rights and/orclaims compensation for damages under the Clauses, the data importer will accept the decision of the datasubject:a)to refer the dispute to mediation, by an independent person or, where applicable, by the supervisoryauthority;

b) to refer the dispute to the courts in the Member State in which the data exporter is established.
7.2

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

8.

Co-operation with supervisory authorities

8.1

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

8.2

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

8.3

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

9.

Governing law

The Clauses shall be governed by the laws of the Member State in which the data exporter is established.
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 Clauses.
11.

Sub-processing

11.1

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 sub-processor which imposes the same obligations on thesub-processor as are imposed on the data importer under the Clauses. Where the sub-processor fails to
fulfill its data protection obligations under such written agreement the data importer shall remain fully
liable to the data exporter for the performance of the sub-processor’s obligations under such agreement.

11.2

The prior written contract between the data importer and the sub-processor shall also provide for athird-party beneficiary clause as laid down in Clause 3 for cases where the data subject is not able to bringthe 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 insolventand no successor entity has assumed the entire legal obligations of the data exporter or data importer bycontract or by operation of law. Such third-party liability of the sub-processor shall be limited to its own
processing operations under the Clauses.

11.3

The provisions relating to data protection aspects for sub-processing of the contract referred to in paragraph1 shall be governed by the law of the Member State in which the data exporter is established.

11.4

The data exporter shall keep a list of sub-processing agreements concluded under the Clauses and notified
by the data importer pursuant to Clause 5.1(j), which shall be updated at least once a year. The list shall beavailable to the data exporter's data protection supervisory authority.

12.

Obligation after the termination of personal data-processing services

12.1

The parties agree that on the termination of the provision of data-processing services, the data importer andthe sub-processor shall, at the choice of the data exporter, return all the personal data transferred and thecopies thereof to the data exporter or shall destroy all the personal data and certify to the data exporter thatit has done so, unless legislation imposed upon the data importer prevents it from returning or destroying allor part of the personal data transferred. In that case, the data importer warrants that it will guarantee theconfidentiality of the personal data transferred and will not actively process the personal data transferredanymore.

12.2

The data importer and the sub-processor warrant that upon request of the data exporter and/or of thesupervisory authority, it will submit its data-processing facilities for an audit of the measures referred to inparagraph 1.

Appendix 1
to the Standard Contractual ClausesThis 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 the entity described as Customer in the Data Processing Addendum.
Data importer
The data importer is (please specify briefly activities relevant to the transfer):
Cloudflare, Inc. (“​Cloudflare​”), which processes Personal Data upon the instruction of the data exporter inaccordance with the terms of the agreement between the data exporter and Cloudflare.
Data subjects
The personal data transferred concern the following categories of data subjects:
The data exporter may submit Personal Data to Cloudflare the extent of which is determined and controlled by thedata exporter in its sole discretion, and which may include, but is not limited to Personal Data relating to thefollowing categories of data subjects:●Natural persons that (i) access or use the Customer’s domains, networks, websites, application
programming interfaces (“​APIs​”), and applications, or (ii) are authorized users of the Cloudflare product
Cloudflare for Teams, such as our Customers’ employees, agents, or contractors.

Categories of data
The personal data transferred concern the following categories of data:● The data exporter may submit Personal Data to Cloudflare, the extent of which is determined andcontrolled by the data exporter in its sole discretion, and which may include, but is not limited to, thefollowing categories of Personal Data: names, titles, position, employer, contact information (email, phone,fax, physical address etc.), identification data, professional life data, personal life data, connection data, orlocalization data (including IP addresses).
Special categories of data (if appropriate)
The personal data transferred concern the following special categories of data:●The data exporter may submit special categories of data to Cloudflare, the extent of which is determined
and controlled by the data exporter in its sole discretion. Such special categories of data include, but may
not be limited to, Personal Data with information revealing racial or ethnic origins, political opinions,religious or philosophical beliefs, trade-union membership, and the processing of data concerning anindividual’s health or sex life.

​Processing operations
The personal data transferred will be subject to the following basic processing activities:

●The objective of the processing of Personal Data by Cloudflare is to provide the Service, pursuant to theMain Agreement.

Appendix 2
to the Standard Contractual ClausesThis Appendix forms part of the Clauses.
Description of the technical and organisational security measures implemented by the data importer inaccordance with Clauses 4(d) and 5(c) (or document/legislation attached):
See Annex 2 to the ​Cloudflare Data Processing Addendum​. The data importer may update or modify the Security
Measures from time to time provided such updates and modifications do not result in a degradation of the overall
security of the data processing services provided by the data importer as defined in the Cloudflare Data Processing
Addendum.