Data Processing Addendum

Updated March 31st, 2020

This Clean.io Data Processing Addendum (“DPA”) supplements and applies to the Clean.io Services Privacy Policy (the “Services Privacy Policy”), and also to the respective Principal Agreements entered into between Clean.io and its Clients. This DPA applies to all “Personal Information” and “Personal Data” that Clean.io collects regarding the Authorized Users of its Clients. In all other circumstances, this DPA applies solely to the extent that (i) Clean.io and the applicable Client have expressly agreed in their Principal Agreement that Clean.io will collect, receive or otherwise process “Personal Data” originating from the European Economic Area, the United Kingdom and Switzerland; (ii) Clean.io and the applicable Client have expressly agreed in the Principal Agreement that Clean.io will collect, receive or otherwise process “Personal Information” of California consumers; or (iii) we are aware that we have any such “Personal Data” or “Personal Information” in our possession despite our intention not to collect or receive such data or information

Capitalized terms used in this DPA and not otherwise defined shall have the respective meanings provided in the Services Privacy Policy. In the event of any conflict between the terms of this DPA and the terms of your Principal Agreement and/or the Services Privacy Policy, the terms of this DPA shall control.

1. CCPA PERSONAL INFORMATION PROCESSING

The California Consumer Privacy Act (“CCPA”) grants California residents certain rights regarding the collection of their personal information and imposes various data protection duties on certain entities conducting business in California. Accordingly, this Section 1 shall primarily apply to all Authorized Users that fall within the scope of the CCPA. In all other circumstances, this Section 1 shall apply solely to the extent that Clean.io and a Client have expressly agreed in their Principal Agreement that Clean.io will collect, receive or otherwise process “Personal Information” of California consumers, or Clean.io is aware that it has any such “Personal Information” in its possession despite its intention not to collect or receive such information.

1. ROLES OF THE PARTIES Our Clients are considered “Businesses” under the terms of the CCPA. Under the CCPA, Businesses are primarily responsible for determining the processes and means by which their Personal Information is processed, and for ensuring their processing of Personal Information is compliant with all relevant data protection laws, including the CCPA.
   
   When we are providing our Services, Clean.io acts as a “Service Provider” under the terms of the CCPA. In this capacity, Clean.io may collect, retain, access, maintain, use, disclose, process and transfer the Personal Information of its Clients and their Consumers solely for the purpose of performing the Services, and for no other commercial purpose.
   
   Users and Authorized Users who are California residents are considered “Consumers” under the terms of the CCPA. The CCPA applies to Personal Information of Consumers. The phrase “Personal Information” is defined by the CCPA as “information that identifies, relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular consumer or household.” Personal Information of a Consumer includes things such as: identifiers (such as contact information, government IDs, cookies, etc.), information protected against security breaches (such as a Consumer’s name and financial account, driver’s license, social security number, user name and password, health/medical information), protected classification information (like race, gender, ethnicity, etc.), commercial information, Internet/electronic activity, geolocation, audio/video data, professional or employment related information, education information, biometrics, and inferences from the foregoing.
2. DATA PROCESSING, TRANSFERS AND SALES. By accessing and using our Services, each Client agrees to the terms of their respective Principal Agreement, the terms of the Services Privacy Policy and the terms of this DPA. Each Client hereby instructs Clean.io to retain, use, disclose and otherwise process the Personal Information of its Users and Authorized Users for the following purposes, and each Client shall provide the Personal Information to Clean.io only for the following purposes:
    
   1. to provide the Services to the Client in accordance with the Principal Agreement;
   2. as otherwise set out in the Principal Agreement, the Services Privacy Policy and this Addendum; and
   3. as otherwise instructed in writing by the Client to Clean.io, which Clean.io acknowledges to be instructions for the purposes of this Addendum.
   
   Clean.io shall not retain, use, disclose or otherwise process Personal Information of Consumers for any purpose other than for the specific purposes identified above or as otherwise permitted or required by the CCPA or other applicable law or otherwise pre-approved by Client in writing. Clean.io does not “sell” (as defined under the CCPA) Personal Information of Consumers, which means that Clean.io does not and shall not rent, disclose, transfer, make available or otherwise communicate that data or information to any third party for monetary or other valuable consideration.
   
   Clean.io may collect, use, retain, access, share, transfer, sell, or disclose information that has been deidentified or aggregated consistent with the terms and conditions of the CCPA. Among other things, this means that Clean.io may share aggregated and/or anonymized information regarding the use or results of the Services with third parties to assist with developing and improving the Services.
   
   Clean.io hereby certifies that it understands its restrictions and obligations set forth in this Addendum and will comply with them.
   
   Please note that each Client is responsible for obtaining all necessary consents, and giving all necessary notices, to its Consumers related to Clean.io’s processing of Personal Information in connection with the Services.
3. DATA RETENTION AND DELETION. If a Client wishes to delete any Consumer Personal Information processed by the Service, the Client should send a deletion request to privacy@clean.io will strive to respond to all such requests as soon as reasonably practical.
   
   If a Client ceases to subscribe to and use the Services, or Clean.io permanently discontinues a Client’s access to the Services, all of that Client’s Consumer Personal Information will be promptly deleted or anonymized/aggregated (unless Clean.io is required by applicable law to retain the Personal Information).

2. GDPR PERSONAL DATA PROCESSING

This Section 2 shall primarily apply to all Authorized Users covered by the EU Data Protection Laws. In all other circumstances, this Section 2 shall apply solely to the extent that Clean.io and a Client have expressly agreed in their Principal Agreement that Clean.io will collect, receive or otherwise process “Personal Data” originating from the European Economic Area, the United Kingdom and Switzerland, or Clean.io is aware that it has any such “Personal Data” in its possession despite its intention not to collect or receive such information.

1. ROLES OF THE PARTIES. For the purposes of the EU Data Protection Laws, the Parties acknowledge and agree that Clean.io acts as a “Processor” and the Client act as a “Controller.” io shall be referred to as “Processor” throughout this Section 2. The Parties acknowledge and agree that any claims in connection with EU Data Protection Laws under this DPA will be brought by the Client, whether acting for itself or on behalf of an Affiliate.
2. DEFINITIONS. The capitalized terms used in this DPA and not otherwise defined in the Principal Agreement or the Services Privacy Policy shall have the following meanings:
   1. “GDPR Personal Data” means the “personal data” (as defined in the GDPR) described in EXHIBIT 1 and any other personal data that Processor Processes on behalf of Client or Client’s affiliate in connection with Processor’s provision of the Services;
   2. “EU Data Protection Laws” means the EU General Data Protection Regulation 2016/679 of the European Parliament and of the Council (“GDPR”) and all applicable legislation protecting the fundamental rights and freedoms of persons and their right to privacy with regard to the Processing of GDPR Personal Data;
   3. “European Economic Area” or “EEA” means the Member States of the European Union together with Iceland, Norway, and Liechtenstein;
   4. the terms “personal data”, “Controller”, “Processor”, “Data Subject”, “Process” and “Supervisory Authority” shall have the same meaning as set out in the GDPR.
3. DATA PROCESSING. Processor will only Process Client Personal Data in accordance with (a) the Principal Agreement, to the extent necessary to provide the Service to the Client, and (b) the Client’s written instructions, unless a different manner of Processing is required pursuant to any other appliable law to which Processor is subject, in which case Processor shall, to the extent permitted by applicable law, inform the Client of that legal requirement before Processing that GDPR Personal Data. The Principal Agreement, the Services Privacy Policy and this DPA shall be the Client’s complete and final instructions to Processor in relation to the processing of GDPR Personal Data. Processing outside the scope of this DPA, the Services Privacy Policy and the Principal Agreement will require prior written agreement between Client and Processor on additional instructions for Processing
4. ASSISTANCE. Where applicable, taking into account the nature of the Processing, and to the extent required under applicable EU Data Protection Laws, the Processor shall provide the Client with any information or assistance reasonably requested by the Client for the purpose of complying with any of the Client’s obligations under applicable EU Data Protection Laws, including: (i) using reasonable efforts to assist the client by implementing appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of Client’s obligation to respond to requests for exercising Data Subject rights laid down in the GDPR; and (ii) providing reasonable assistance to the Client with any data protection impact assessments and with any prior consultations to any Supervisory Authority of the Client, in each case solely in relation to Processing of GDPR Personal Data and taking into account the information available to Processor
5. DURATION AND TERMINATION.
   1. Subject to subsections (ii) and (iii) below, Processor shall, to the greatest extent reasonably possible, within ninety (90) days of the date of termination of the Agreement: (1) return a complete copy of all GDPR Personal Data by secure file transfer in such a format as notified by Client to Provider; and (2) delete and use reasonable efforts to procure the deletion of all other copies of GDPR Personal Data Processed by Processor or any Subprocessors.
   2. Subject to subsection (iii) below, Client may in its absolute discretion notify Processor in writing within thirty (30) days of the date of termination of the Agreement to require Processor to delete and procure the deletion of all copies of GDPR Personal Data Processed by Processor. In such case, Processor shall, to the greatest extent reasonably possible, within ninety (90) days of the date of termination of the Agreement: (1) Comply with any such written request; and (2) use reasonable efforts to procure that its Subprocessors delete all GDPR Personal Data Processed by such Subprocessors.
   3. Notwithstanding the foregoing, Client acknowledges that it may be impossible to completely delete certain residual Personal Data. Additionally, Processor and its Subprocessors may retain GDPR Personal Data to the extent required by applicable laws and only to the extent and for such period as required by applicable laws and always provided that Provider shall ensure the confidentiality of all such GDPR Personal Data and shall ensure that such GDPR Personal Data is only Processed as necessary for the purpose(s) specified in the applicable laws requiring its storage and for no other purpose.

3. REQUIRED CONSENTS

Please note that each Client is responsible for obtaining all necessary consents, and giving all necessary privacy notices, to its Consumers and Data Subject related to Clean.io’s processing of Personal Information and/or GDPR Personal Data in connection with the Services, including any consents or notices required by this DPA, the Services Privacy Policy or a Principal Agreement. With this in mind, Client hereby warrants and represents that: (a) it has provided all applicable notices to its Data Subjects and Consumers required for the lawful processing of their GDPR Personal Data and Personal Information, as applicable, by Clean.io in accordance with the Principal Agreement, the Services Privacy Policy and this DPA; and (b) in respect of any GDPR Personal Data or Personal Information collected by Clean.io on behalf of the Client, it has reviewed and confirmed the notices provided by Clean.io to Data Subjects and Consumers as accurate and sufficient for the lawful processing of that GDPR Personal Data or Personal Information by Clean.io in accordance with the Principal Agreement, the Services Privacy Policy and this DPA.

4. ACCESS REQUESTS

If Clean.io receives a request submitted by a Consumer or Data Subject to exercise a right it has under the CCPA or a EU Data Protection Laws in relation to that Consumer’s Personal Information or that Data Subject’s GDPR Personal Data, respectively, it will provide a copy of the request to the Client. The Client will be responsible for handling and communicating with Consumers and Data Subjects in relation to such requests and, to the extent permitted by applicable law, Clean.io shall not respond to the Data Subject or Consumer.

5. GOVERNMENT REQUESTS

Clean.io shall notify Client of any request for the disclosure of GDPR Personal Data or Personal Information by a governmental or regulatory body or law enforcement authority (including any data protection supervisory authority) unless otherwise prohibited by law or a legally binding order of such body or agency.

6. INTERNATIONAL TRANSFERS

Clean.io is located in the USA. Therefore, any GDPR Personal Data we collect will be collected and stored in the USA. For Users and Authorized Users that are in the EU, EEA, Switzerland or UK, this means that their GDPR Personal Data will be stored in a jurisdiction that offers a level of protection that may, in certain instances, be less protective of their GDPR Personal Data than the jurisdiction the User or Authorized User is typically resident in; provided however that please note that Clean.io adheres to the Standard Contractual Clauses. For this purpose, “Standard Contractual Clauses” means the standard contractual clauses for the transfer of personal data from controllers in the EU to data processors established outside the EU or EEA issued by the European Commission under decision 2010/87/EU attached hereto as EXHIBIT 2, as amended by Section 3.

7. SUBPROCESSORS

Clean.io may from time to time use certain subcontractors (i.e., subprocessors) in connection with providing the Services (“Subprocessors”). See our Subprocessor List for more information regarding the specific Subprocessors we use. For the avoidance of doubt, Client hereby approves all applicable Subprocessors identified on our Subprocessor List to the extent applicable to the Services received by Client. Clean.io may update our Subprocessor List from time to time and we recommend for each Client to periodically review the Subprocessor List. By continuing to use our Services after any changes or modifications are made to the Subprocessor List, Client is deemed to have automatically accepted accept the updated Subprocessor List. If a Client (acting reasonably) does not approve of any Subprocessor on the list, they should contact us at privacy@clean.io so we can discuss the basis for the Client’s disapproval and possible alternative Subprocessors.

Our Subprocessors may have access to Personal Information and/or GDPR Personal Data of Users and/or Authorized Users to the extent that Clean.io actually receives or collects any such information. Please know that Clean.io carefully selects its Subprocessors based on their security practices and availability levels and we perform due diligence on the technical and organizational security measures of all Subprocessors. We have entered into agreements with each Subprocessor which impose in all material respects the same obligations on the Subprocessor with regard to their processing of Personal Information and GDPR Personal Data as are imposed on Clean.io under this DPA, the Services Privacy Policy and any Principal Agreements and which, as applicable, otherwise comply with the requirements of the CCPA and EU Data Protection Laws. Clean.io is responsible for the acts and omissions of Subprocessors in relation to Clean.io’s obligations under this DPA, the Services Privacy Policy and any Principal Agreements

With respect to all Subprocessors having access to GDPR Personal Data: Client acknowledges that in order for Clean.io to provide the Services it may be necessary for certain Subprocessors to access or otherwise process the GDPR Personal Data outside the EEA, Switzerland or United Kingdom. In those circumstances, Client will only use Subprocessors that have and maintain certification to the EU-U.S. Privacy Shield or that comply with the Standard Contractual Clauses.

8. DATA SECURITY MEASURES

Clean.io follows industry standards on information security management to safeguard sensitive information (such as Personal Information as defined by CCPA and Personal Data as defined by EU Data Protection Laws), including the measures set out in EXHIBIT 3. Our information security systems apply to people, processes and information technology systems on a risk management basis. Without limiting the foregoing, Clean.io shall treat the GDPR Personal Data and all CCPA Personal Information as the Confidential Information of the Client, and shall ensure that any employees or other personnel have agreed in writing to protect the confidentiality and security of such data and information. Upon request by the Client, but no more frequently than once per calendar year (or more frequently if circumstances reasonably require) and only upon ten business days prior written notice, Clean.io shall make available all information reasonably necessary to demonstrate compliance with this DPA.

If Clean.io becomes aware of a security incident involving a Client’s sensitive information, Clean.io will (a) notify the Client of the security incident within 72 hours, (b) investigate the security incident and provide such reasonable assistance to the Client (and any law enforcement or regulatory official) as required to investigate the security incident, and (c) take steps to remedy any non-compliance with this DPA. Notwithstanding the foregoing, because no method of transmission over the Internet, or method of electronic storage, is 100% secure, Clean.io cannot guarantee that unauthorized parties will not gain access to Personal Information processed by the Services. To the extent permitted by applicable law, Clean.io expressly excludes any liability arising from any unauthorized access to Personal Information as defined by CCPA and Personal Data as defined by EU Data Protection Laws.

9. AFFILIATES

Depending on the terms of your Principal Agreement, we may in certain circumstances collect, receive or otherwise process Personal Information and/or GDPR Personal Data in connection with use of the Services by a Client’s affiliates. In such cases, the Client will act as a single point of contact for its affiliates with respect to CCPA and GDPR compliance, such that if Clean.io gives notice to the Client, such information or notice will be deemed received by the Client’s affiliates. Client shall be responsible for such affiliates’ compliance with this DPA and all acts and/or omissions by a Client affiliate with respect to Client’s obligations in this DPA shall be considered the acts and/or omissions of Client. The Parties acknowledge and agree that any claims in connection with this DPA (or GDPR or CCPA) will be brought by the Client, whether acting for itself or on behalf of an affiliate.

10. CLIENT AGREEMENTS

Client agrees that it: (i) will comply with its obligations under all applicable data protection laws and related laws with respect to its processing of Client personal information; (ii) will make appropriate use of the Services to ensure a level of security appropriate to the particular content of the Client personal information, such as pseudonymizing or backing-up Client personal information; and(iii) has obtained all consents, permissions and rights necessary applicable data protection laws and related laws for Clean.io to lawfully process Client personal information for the purposes, including, without limitation, Client’s sharing and/or receiving of Client personal information with third-parties via the Services.

11. ENFORCEABILITY OF THIS ADDENDUM

Any provision of this DPA that is prohibited or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invaliding the remaining provisions hereof. The parties will attempt to agree upon a valid and enforceable provision that is a reasonable substitute and shall then incorporate such substitute provision into the Principal Agreement.

12. LIMITATION OF LIABILITY

Clean.io’s aggregate liability to its Clients arising from or related to this DPA is subject to the applicable terms and conditions of the Client’s respective Principal Agreement.

13. INDEMNITY

Client agrees to indemnify the Processor and its officers, directors, employees, agents, affiliates, successors and permitted assigns (each an “Indemnified Party”, and collectively the “Indemnified Parties”) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including legal fees and court fees, that are incurred by the Indemnified Parties (collectively, “Losses”) arising out of any third party claim brought against the Processor relating to or arising out any instructions given by the Client to the Processor with respect to processing of Personal Information and/or GDPR Personal Data , any failure to obtain the consents or provide the notices required under Section 3, or any other breach by the Client of any EU Data Protection Laws, the CCPA, or any other applicable privacy law.

EXHIBIT 1: DETAILS OF THE PROCESSING OF GDPR PERSONAL DATA

This EXHIBIT 1 includes certain details of the processing of GDPR Personal Data as required by Article 28(3) of the GDPR.

Subject matter and duration of the Processing of GDPR Personal Data

The subject matter of the Processing of GDPR Personal Data is the use of and access to the Service by the Client in accordance with the Principal Agreement and Services Privacy Policy.

The duration of the Processing of GDPR Personal Data is the term specified in the Principal Agreement, subject to Section 2(e) of this DPA

The nature and purpose of the Processing of GDPR Personal Data

See Section 5 of the Services Privacy Policy for information regarding the nature and purpose of the Processing of GDPR Personal Data.

The types of GDPR Personal Data to be Processed

See Section 3 of the Services Privacy Policy for information regarding the types of GDPR Personal Data to be Processed.

The categories of data subjects to whom the GDPR Personal Data relates

Users and Authorized Users (each as defined in the Services Privacy Policy).

The obligations and rights of the Client

The obligations and rights of the Client are as set out in this DPA.

EXHIBIT 2: STANDARD CONTRACTUAL CLAUSES

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 CLEAN.IO (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 (1);

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

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

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

Clause 2 – Details of the transfer

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

Clause 3 – Third-party beneficiary clause

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

Clause 4 – Obligations of the data exporter

The data exporter agrees and warrants:

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

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

(c) that the data importer will provide sufficient guarantees in respect of the technical and 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 sub-processor 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 sub-processing 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 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 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 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 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 sub-processing, it has previously informed the data exporter and obtained its prior written 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 data exporter.

Clause 6 – Liability

1. The parties agree that any data subject, who has suffered damage as a result of any breach of the obligations referred to in Clause 3 or in Clause 11 by any party or sub-processor is entitled to receive compensation from the data exporter for the damage suffered.
2. If a data subject is not able to bring a claim for compensation in accordance with paragraph 1 against the data exporter, arising out of a breach by the data importer or his 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 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 sub-processor of its obligations in order to avoid its own liabilities.

1. 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 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 or ceased to exist in law or have become insolvent, the sub-processor agrees that the data subject may issue a claim against the data sub-processor 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 sub-processor shall be limited to its own processing operations under the Clauses.

Clause 7 – Mediation and jurisdiction

1. The data importer agrees that if the data subject invokes against it third-party beneficiary rights and/or claims compensation for damages under the Clauses, the data importer will accept the decision of the data subject:
   1. (a) to refer the dispute to mediation, by an independent person or, where applicable, by the supervisory authority;
   2. (b) to refer the dispute to the courts in the Member State in which the data exporter is established.
2. The parties agree that the choice made by the data subject will not prejudice its substantive or procedural rights to seek remedies in accordance with other provisions of national or international law.

Clause 8 – Cooperation with supervisory authorities

1. The data exporter agrees to deposit a copy of this contract with the supervisory authority if it so requests or if such deposit is required under the applicable data protection law.
2. The parties agree that the supervisory authority has the right to conduct an audit of the data importer, and of any sub-processor, which has the same scope and is subject to the same conditions as would apply to an audit of the data exporter under the applicable data protection law.
3. The data importer shall promptly inform the data exporter about the existence of legislation applicable to it or any 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).

Clause 9 – Governing law

The Clauses shall be governed by the law of the Member State in which the data exporter is established, namely that Member State in which the data exporter’s address, as maintained in its user profile on data importer’s Services, is located.

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 – Sub-processing

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 the sub-processor as are imposed on the data importer under the Clauses (3). Where the sub-processor 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 sub-processor’s obligations under such agreement.
2. The prior written contract between the data importer and the sub-processor 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 sub-processor shall be limited to its own processing operations under the Clauses.
3. The provisions relating to data protection aspects for sub-processing 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, namely that Member State in which the data exporter’s address, as maintained in its user profile on data importer’s Services, is located.
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(j), which shall be updated at least once a year. The list shall be available to the data exporter’s data protection supervisory authority.

Clause 12 – Obligation after the termination of personal data-processing services

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

Data exporter (Customer) is seeking to supply certain data for use with the products and/or services of the data importer, as agreed in the Principal Agreement.

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

Data importer (Clean.io) is a technology and services provider that enables its customers to detect and block malicious software code in order to protect their Internet users.

Subject Matter and Duration of Processing of Personal Data

The subject-matter and duration of processing of Personal Data by data importer and data exporter are set out in the Principal Agreement and this Data Processing Addendum.

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

End Users of Customer’s websites and Authorized Users (i.e., employees and agents) of Customers

*All of the above categories include current, past or prospective data subjects.

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

Set forth in the Principal Agreement. Data importer does not intentionally collect and data exporter does not provide personal data.

Special categories of data (if appropriate). The personal data transferred concern the following special categories of data (please specify):

N/A

Processing operations. The Customer Personal Data transferred will be subject to the following basic Processing activities, as further described in the Principal Agreement and the Data Processing Addendum:

The Clauses reflect the parties’ agreement with respect to the processing and transfer of personal data specified in this Appendix pursuant to the provision of the “Services” as defined under the data exporter Services Privacy Policy and the Principal Agreement.

Personal data may be processed for the following purposes: (a) to provide the Service, (which may include the detection, prevention and resolution of security and technical issues); (b) to respond to customer support requests; and (c) otherwise to fulfill the obligations under the Principal Agreement and this Data Provider Addendum.

The Data Exporter instructs the Data Importer to process personal data in countries in which the Data Importer or its Sub-processors maintain facilities as necessary for it to provide the Service.

The Data Importer may engage Sub-processors to provide parts of the Service. The Data Importer will ensure Sub-processors only access and use the Data Exporter’s personal data to provide the Service and not for any other purpose.

Processing locations. The personal data transferred will be processed in the following countries/locations:

United States

We will revise this in the future if additional countries are applicable.

Sub-processors in use:

See our Sub-Processer list here.

Appendix 2 to the Standard Contractual Clauses

This Appendix forms part of the Clauses and must be completed and accepted 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):

Data importer maintains administrative, physical, and technical safeguards for the protection of the security, confidentiality, and integrity of Customer Personal Data provided to data importer by data exporter (if any), as specified in the Principal Agreement and Services Privacy Policy. In particular, Data importer will implement measures designed to:

1. deny unauthorized persons access to data-processing equipment used for processing Customer Personal Data (equipment access control);
2. prevent the unauthorized reading, copying, modification or removal of data media (data media control);
3. prevent the unauthorized input of Customer Personal Data and the unauthorized inspection, modification or deletion of stored Customer Personal Data (storage control);
4. prevent the use of automated data-processing systems by unauthorized persons using data communication equipment (user control);
5. ensure that persons authorized to use an automated data-processing system only have access to the Customer Personal Data covered by their access authorization (data access control);
6. ensure that it is reasonably possible to verify and establish to which individuals Customer Personal Data have been or may be transmitted or made available using data communication equipment (communication control);
7. ensure that it is subsequently possible to verify and establish which Customer Personal Data have been put into automated data-processing systems and when and by whom the input was made (input control);
8. prevent the unauthorized reading, copying, modification or deletion of Customer Personal Data during transfers of those data or during transportation of data media (transport control);
9. ensure that installed systems may, in case of interruption, be restored (recovery);
10. ensure that the functions of the system perform, that the appearance of faults in the functions is reported (reliability) and that stored Customer Personal Data cannot be corrupted by means of a malfunctioning of the system (integrity).

The Data Importer may update or modify these security standards from time to time provided such updates and modifications will not result in a material degradation in the security of the service during the term of the Agreement.

EXHIBIT 3: TECHNICAL AND ORGANIZATIONAL SECURITY MEASURES

1. Processor maintains internal policies and procedures, and requires that its Subprocessors do the same, which are designed to:
   1. secure any personal data Processed by Processor against accidental or unlawful loss, access or disclosure;
   2. identify reasonably foreseeable and internal risks to security and unauthorized access to the personal data Processed by Processor;
   3. minimize security risks, including through risk assessment and regular testing.
2. Processor will, and will use reasonable efforts to require its Subprocessors to, conduct periodic reviews of the security of their network and the adequacy of their information security program as measured against industry security standards and its policies and procedures.
3. Processor will, and will use reasonable efforts to require its Subprocessors to, periodically evaluate the security of their network and associated services to determine whether additional or different security measures are required to respond to new security risks or findings generated by the periodic reviews.
4. Processor has implemented the security measures set forth in Appendix 2 to Exhibit 2 (Standard Contractual Clauses).