Data Processing Agreement

(A) You (the "Customer") and Iteratively Inc. (the "Company") entered into an Agreement for the provision of the Services ("Agreement").

(B) This Data Processing Agreement ("DPA") shall be supplemental to the Agreement and apply to the Processing of Customer Personal Data. In the event of a conflict between any of the provisions of this DPA and the provisions of the Agreement, the provisions of this DPA shall prevail.

(C) This DPA is between the Customer and the Company (each a "Party" and collectively the "Parties").

1. DEFINITONS

1.1 In this DPA, the terms "Personal Data", "Controller", "Processor", "Data Subject", "Process" and "Supervisory Authority" shall have the same meaning as set out in the GDPR or other applicable Data Protection Laws with equivalent terms, and the following words and expressions shall have the following meanings unless the context otherwise requires:

• a. "Customer Personal Data" means the personal data described in Appendix 1 of Exhibit 1, and any other Personal Data that Company Processes on behalf of Customer in connection with Company's provision of the Services;
• b. "Data Protection Laws" means the EU General Data Protection Regulation 2016/679 of the European Parliament and of the Council ("GDPR"), any other European Union legislation relating to personal data and all other global legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications); and all applicable legislation protecting the fundamental rights and freedoms of persons and their right to privacy with regard to the Processing of Customer Personal Data;
• c. "European Economic Area" or "EEA" means the Member States of the European Union together with Iceland, Norway, and Liechtenstein;
• d. "Security Incident" means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, any Customer Personal Data that compromises the security, confidentiality or integrity of such Customer Personal Data;
• e. "Standard Contractual Clauses" means the Standard Contractual Clauses (processors) approved by the European Commission Decision C(2010)593 or any subsequent version thereof released by the European Commission (which will automatically apply); and which includes Exhibit 1  to this DPA;
• f. "Subprocessor" means any Processor engaged by the Company to Process Customer Personal Data on Company's behalf.

2. DATA PROCESSING

2.1 Instructions for Data Processing. Company will only Process Customer Personal Data in accordance with:

• a. the Agreement, to the extent necessary to provide the Services to Customer; and
• b. Customer's written instructions, unless Processing is required by applicable European Union or Member State law to which the Company is subject, in which case Company shall, to the extent permitted by applicable law, inform Customer of that legal requirement before so Processing that Customer Personal Data.

2.2 The Agreement (subject to any changes to the Services) and this DPA shall be the Customer's complete and final instructions to the Company in relation to the Processing of Customer Personal Data.

2.3 Processing outside the scope of this Agreement will require prior written agreement between the Customer and Company on additional instructions for Processing.

2.4 The Customer shall provide all applicable notices to Data Subjects required under applicable Data Protection Laws for the lawful Processing of Customer Personal Data by Company in accordance with the Agreement.

2.5 The Customer will obtain any consents required under applicable Data Protection Laws for the lawful Processing of Customer Personal Data by Company in accordance with the Agreement.

2.6 The Customer acknowledges that Company is reliant on the Customer for direction as to the extent to which Company is entitled to use and Process the Customer Personal Data. Consequently, Company will not be liable for any claim brought against the Customer by a Data Subject arising from any act or omission by Company to the extent that such act or omission resulted from the Customer's instructions or the Customer's use of the Services.

2.7 Duration of Processing. Company shall Process Customer Personal Data for the duration of the provision of Services in accordance with the Agreement and thereafter only as set forth in the Agreement and this DPA.

3. SUBPROCESSORS

3.1 Consent to Subprocessor Engagement. The Customer generally authorizes the engagement of third parties as Subprocessors.

3.2 Information about Subprocessors. A current list of Subprocessors is available here ("Subprocessor List"), and may be updated by Company from time to time in accordance with this DPA. Customer may sign up to receive notices of additions to the Subprocessor List by completing the email sign-up process on the Subprocess List web page referenced above.

3.3 Requirements for Subprocessor Engagement. When engaging any Subprocessor, Company will:

• a. ensure via a written agreement that:

  • i. the Subprocessor only Processes Customer Personal Data to the extent required to perform the obligations subcontracted to it and does so in accordance with the Agreement and this DPA; and
  • ii. the same level of data protection and security are imposed on the Subprocessor with regard to their Processing of Customer Personal Data, as are imposed on Company under this DPA.
• b. remain responsible for the performance of the Subprocessors' obligations in compliance with the terms of this DPA and Data Protection Laws.

3.4 Opportunity to Object to Subprocessor Changes. Customer may, on reasonable and objective grounds, object to Company's use of a new Subprocessor by providing Company with written notice within fifteen (15) days after Company has provided notice to the Customer as described herein with documentary evidence that reasonably shows that the Subprocessor does not or cannot comply with the requirements in this DPA or Data Protection Laws ("Objection"). In the event of an Objection, Customer and Company will work together in good faith to find a mutually acceptable resolution to address such Objection, including but not limited to reviewing additional documentation supporting the Subprocessor's compliance with the DPA or Data Protection Laws. To the extent Customer and Company do not reach a mutually acceptable resolution within a reasonable timeframe, Company will use reasonable endeavors to make available to the Customer a change in the Services, or will recommend a commercially reasonable change to the Services to prevent the applicable Subprocessor from Processing the Customer Personal Data. If Company is unable to make available such a change within a reasonable period of time, which shall not exceed thirty (30) days, Customer shall have the right to terminate the relevant Services (i) in accordance with the termination provisions in the Agreement; (ii) without liability to Customer or Company, and (iii) without relieving Customer from its payment obligations under the Agreement up to the date of termination.

4. INTERNATIONAL TRANSFERS

4.1 In accordance with Customer's instructions under Section 2.1, Company may access and Process Customer Personal Data on a global basis as necessary to perform the Services, including for IT security purposes, maintenance and performance of the Services and related infrastructure, technical support, and change management.

4.2 To the extent that the Processing of Customer Personal Data by Company involves the transfer of such Personal Data from the EEA to a country or territory outside the EEA, other than a country or territory that has received a binding adequacy decision as determined by the European Commission (an "EEA Transfer"), such EEA Transfer shall be governed by the Standard Contractual Clauses (attached as Exhibit 1) or other binding and appropriate transfer mechanisms that provide an adequate level of protection in compliance with Data Protection Laws. In the event of any conflict between any terms in the Standard Contractual Clauses and this DPA, the Standard Contractual Clauses shall prevail.

4.3 To the extent that the Processing of Customer Personal Data by Company involves the transfer of such Personal Data from Argentina to a country or territory outside Argentina, other than a country or territory that has received a binding adequacy decision as determined by the National Directorate for Personal Data Protection (an "Argentina Transfer"), such Argentina Transfer shall be governed by the Argentinean Model Clauses incorporated herein by reference or other binding and appropriate transfer mechanisms that provide an adequate level of protection in compliance with Data Protection Laws. In the event of any conflict between any terms in the Argentinean Model Clauses and this DPA, the Argentinean Model Clauses shall prevail.

5. DATA SECURITY, AUDITS AND SECURITY NOTIFICATIONS

5.1 Company Security Obligations. Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing, as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, Company shall implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk of the Processing, including the measures set out in Appendix 2 of Annex 1 and (as appropriate) any other measures listed in Article 32(1) of the GDPR.

5.2 Security Audits. The Customer may, upon reasonable notice and at reasonable times, audit (either by itself or using independent third party auditors) Company's compliance with the security measures set out in this DPA (including the technical and organizational measures as set out in Appendix 2 of Exhibit 1). Company shall assist with and contribute to any audits conducted in accordance with this Section 5.2. Such audits may be carried out once per year, or more often if required by Data Protection Law or Customer's applicable Supervisory Authority. Any third party engaged by Customer to conduct an audit must be pre-approved by Company (such approval not to be unreasonably withheld) and sign Company's confidentiality agreement. Customer must provide Company with a proposed audit plan at least two weeks in advance of the audit, after which Customer and Company shall discuss in good faith and finalize the audit plan prior to commencement of audit activities. Audits may be conducted only during regular business hours, in accordance with the finalized audit plan, and may not unreasonably interfere with Company's regular business activities. The Customer shall reimburse Company for any costs or expenses incurred by Company in granting access to its data processing facilities or procuring access to its Subprocessors' data processing facilities. Information obtained or results produced in connection with an audit are Company confidential information and may only be used by Customer to confirm compliance with this DPA and complying with its requirements under Data Protection Laws.

5.3 Upon the Customer's written request, Company shall make available all information reasonably necessary to demonstrate compliance with this DPA as required by Data Protection Laws.

5.4 Security Incident Notification. 

• a. If Company or any Subprocessor becomes aware of and determines a Security Incident has occurred, Company will:

  • i. notify the Client of the Security Incident promptly, and at the latest within seventy-two (72) hours after such determination, at the contact information on file, where such notification shall describe (1) the nature of the Security Incident including where possible, the categories and approximate number of Data Subjects concerned and the categories and approximate number of Personal Data records concerned; (2) the reasonably anticipated consequence of the Security Incident; (3) measures taken to mitigate any possible adverse effects; and (4) other information concerning the Security Incident reasonably known or available to Company that Customer is required to disclose to a Supervisory Authority or Data Subjects under Data Protection Laws; and
  • ii. 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.
• b. Except as required by applicable Data Protection Laws, the obligations set out in this Section 5.4 shall not apply to Security Incidents caused by a Customer.
• c. Customer and Company shall work together in good faith within the timeframes for Customer to provide Security Incident notifications in accordance with Data Protection Laws to finalize the content of any notifications to Data Subjects or Supervisory Authorities, as required by Data Protection Laws.

5.5 Company Employees and Personnel. Company shall treat the Customer Personal Data as the Confidential Information of Customer, and shall put procedures in place to ensure that:

• a. access to Customer Personal Data is limited to those employees or other personnel who have a business need to have access to such Customer Personal Data; and
• b. any employees or other personnel have agreed in writing to protect the confidentiality and security of Customer Personal Data and do not Process such Customer Personal Data other than in accordance with this DPA.

6. ACCESS REQUESTS AND DATA SUBJECT RIGHTS

6.1 Data Subject Requests. Save as required (or where prohibited) under applicable law, Company shall promptly notify the Customer of any request received by Company or any Subprocessor from a Data Subject in respect of their Personal Data included in the Customer Personal Data, and shall not respond to the Data Subject, where the Data Subject identifies Customer as its Data Controller. If a Data Subject does not identify a Data Controller, Company will instruct the Data Subject to contact the relevant Data Controller.

6.2 Company shall, where possible, and taking into account the nature of the processing, use reasonable endeavors to assist the Customer with its obligations in connection with handling Data Subject access requests under applicable Data Protection Laws by:

• a. providing the Customer with the ability to correct, delete, block, access or copy the Personal Data of a Data Subject, or
• b. if functionality or other means under (a) are not available, Customer may submit a support request for Company to correct, delete, block, access or copy Customer Personal Data within the Company Services at the Customer's request on its behalf.

6.3 Government Disclosure. Company shall promptly notify the Customer of any request for the disclosure of Customer Personal Data by a governmental or regulatory body or law enforcement authority (including any Supervisory Authority) unless otherwise prohibited by law or a legally binding order of such body or agency and without responding to such request unless otherwise required by applicable law (including to provide acknowledgement of receipt of the request).

6.4 Data Subject Rights. Where applicable, and taking into account the nature of the Processing, Company shall use reasonable endeavors to assist the Customer by implementing other appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of the Customer's obligation to respond to Data Subject requests as required by the GDPR.

7. DATA PROTECTION IMPACT ASSESSMENT AND PRIOR CONSULTATION

7.1 To the extent required under applicable Data Protection Laws, Company shall provide reasonable assistance to the Customer with any data protection impact assessments and with any prior consultations to any Supervisory Authority of the Customer, in each case solely in relation to Processing of Customer Personal Data and taking into account the nature of the Processing and information available to Company, including by providing Customer with documentation regarding the Processing operations.

8. RETRIEVAL AND DELETION OF PERSONAL DATA

8.1 Retrieval and Deletion of Personal Data. Subject to Section 8.2 below, Company shall:

• a. within ninety (90) days of the date of termination or expiration of the Agreement, return to Customer a complete copy of Customer Personal Data then available in the Services in electronic format or otherwise make available to Customer such data for ninety (90) days after termination or expiration of the Agreement ("Retrieval Period"); and
• b. After such Retrieval Period, delete and use all reasonable efforts to procure the deletion of all other copies of Customer Personal Data Processed by Company or any Subprocessors.

8.2 Legally Required Retention of Personal Data. Company and its Subprocessors may retain Customer 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 Company shall protect the confidentiality of all such Customer Personal Data and shall Process such Customer Personal Data only as necessary for the purpose(s) specified in the applicable laws requiring its storage and for no other purpose.

EXHIBIT 1

STANDARD CONTRACTUAL CLAUSES (PROCESSORS)

For the purposes of this Exhibit 1, references to the "data exporter" and "data importer" shall be to the Customer referenced above and Iteratively Inc. respectively (each a "party"; together "the parties").

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

Clause 1

Definitions

For the purposes of the Clauses:

• a. 'personal data', 'special categories of data', 'process/processing', 'controller', 'processor', 'data subject' and 'supervisory authority' shall have the same meaning as in Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data;
• b. 'the data exporter' means the controller who transfers the personal data;
• c. 'the data importer' means the processor who agrees to receive from the data exporter personal data intended for processing on his behalf after the transfer in accordance with his instructions and the terms of the Clauses and who is not subject to a third country's system ensuring adequate protection within the meaning of Article 25(1) of Directive 95/46/EC;
• d. 'the subprocessor' means any processor engaged by the data importer or by any other subprocessor of the data importer who agrees to receive from the data importer or from any other subprocessor of the data importer personal data exclusively intended for processing activities to be carried out on behalf of the data exporter after the transfer in accordance with his instructions, the terms of the Clauses and the terms of the written subcontract;
• e. 'the applicable data protection law' means the legislation protecting the fundamental rights and freedoms of individuals and, in particular, their right to privacy with respect to the processing of personal data applicable to a data controller in the Member State in which the data exporter is established;
• f. 'technical and organisational security measures' means those measures aimed at protecting personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing.

Clause 2

Details of the transfer

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

Clause 3

Third-party beneficiary clause

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

Clause 4

Obligations of the data exporter

The data exporter agrees and warrants:

• a. that the processing, including the transfer itself, of the personal data has been and will continue to be carried out in accordance with the relevant provisions of the applicable data protection law (and, where applicable, has been notified to the relevant authorities of the Member State where the data exporter is established) and does not violate the relevant provisions of that State;
• b. that it has instructed and throughout the duration of the personal data processing services will instruct the data importer to process the personal data transferred only on the data exporter's behalf and in accordance with the applicable data protection law and the Clauses;
• c. that the data importer will provide sufficient guarantees in respect of the technical and organisational security measures specified in Appendix 2 to this contract;
• d. that after assessment of the requirements of the applicable data protection law, the security measures are appropriate to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing, and that these measures ensure a level of security appropriate to the risks presented by the processing and the nature of the data to be protected having regard to the state of the art and the cost of their implementation;
• e. that it will ensure compliance with the security measures;
• f. that, if the transfer involves special categories of data, the data subject has been informed or will be informed before, or as soon as possible after, the transfer that its data could be transmitted to a third country not providing adequate protection within the meaning of Directive 95/46/EC;
• g. to forward any notification received from the data importer or any subprocessor pursuant to Clause 5(b) and Clause 8(3) to the data protection supervisory authority if the data exporter decides to continue the transfer or to lift the suspension;
• h. to make available to the data subjects upon request a copy of the Clauses, with the exception of Appendix 2, and a summary description of the security measures, as well as a copy of any contract for subprocessing services which has to be made in accordance with the Clauses, unless the Clauses or the contract contain commercial information, in which case it may remove such commercial information;
• i. that, in the event of subprocessing, the processing activity is carried out in accordance with Clause 11 by a subprocessor providing at least the same level of protection for the personal data and the rights of data subject as the data importer under the Clauses; and
• j. that it will ensure compliance with Clause 4(a) to (i).

Clause 5

Obligations of the data importer

The data importer agrees and warrants:

• a. to process the personal data only on behalf of the data exporter and in compliance with its instructions and the Clauses; if it cannot provide such compliance for whatever reasons, it agrees to inform promptly the data exporter of its inability to comply, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;
• b. that it has no reason to believe that the legislation applicable to it prevents it from fulfilling the instructions received from the data exporter and its obligations under the contract and that in the event of a change in this legislation which is likely to have a substantial adverse effect on the warranties and obligations provided by the Clauses, it will promptly notify the change to the data exporter as soon as it is aware, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;
• c. that it has implemented the technical and organisational security measures specified in Appendix 2 before processing the personal data transferred;
• d. that it will promptly notify the data exporter about:
• e. 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,
• f. any accidental or unauthorised access, and
• g. any request received directly from the data subjects without responding to that request, unless it has been otherwise authorised to do so;
• h. 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;
• i. 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;
• j. to make available to the data subject upon request a copy of the Clauses, or any existing contract for subprocessing, unless the Clauses or contract contain commercial information, in which case it may remove such commercial information, with the exception of Appendix 2 which shall be replaced by a summary description of the security measures in those cases where the data subject is unable to obtain a copy from the data exporter;
• k. that, in the event of subprocessing, it has previously informed the data exporter and obtained its prior written consent;
• l. that the processing services by the subprocessor will be carried out in accordance with Clause 11;
• m. to send promptly a copy of any subprocessor agreement it concludes under the Clauses to the data exporter.

Clause 6

Liability

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

Clause 7

Mediation and jurisdiction

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

Clause 8

Cooperation with supervisory authorities

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

Clause 9

Governing Law

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

Clause 10

Variation of the contract

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

Clause 11

Subprocessing

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

Clause 12

Obligation after the termination of personal data processing services

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

APPENDIX 1

DETAILS OF THE TRANSFER FORMING PART OF THE STANDARD CONTRACTUAL CLAUSES

Data exporter

The data exporter is the Customer.

Data importer

The data importer is Iteratively Inc.

Data subjects

The personal data transferred concern the following categories of data subjects: Employees.

Categories of data

The personal data transferred concern the following categories of data:

Data Importer does not process or store its Data Exporter customers' analytics data. Collected analytics data is sent directly from the Data Exporter's systems to their ultimate third-party destination, as designated by Data Exporter.

Personal data processed by Data Importer encompasses information about a customer's employees, as follows:

• Email
• First and last name
• Company name
• IP address

Processing operations

The personal data transferred will be subject to the following basic processing activities: transmitting, collecting, storing and analyzing data in order to provide the Service to the Customer, and any other activities related to the provision of the Service or specified in the Agreement. The subject matter of the processing includes providing software-as-a-service that helps companies define, instrument, and collect high-quality digital analytics.

APPENDIX 2

TECHNICAL AND ORGANISATIONAL SECURITY MEASURES

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):

1. Company maintains internal policies and procedures, or procures that its Subprocessors do so, which are designed to:

   • (a) secure any personal data Processed by Company against accidental or unlawful loss, access or disclosure;
   • (b) identify reasonably foreseeable and internal risks to security and unauthorized access to the personal data Processed by Company;
   • (c) minimize security risks, including through risk assessment and regular testing.
2. Company will, and will use reasonable efforts to procure that its Subprocessors 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. Company will, and will use reasonable efforts to procure that its Subprocessors 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. Additional detail regarding Data Importer's technical and organizational security measures may be found at https://iterative.ly/security/.