CallRail Data Processing Addendum for Customers

This Data Processing Addendum (“DPA”) forms part of the Agreement between CallRail Inc. and its affiliates (collectively,“CallRail”) and the entity that is a party to the Agreement as a customer of CallRail’s Services (“Customer”). CallRail and Customer may be collectively referred to herein as the “Parties” or individually as a “Party.”

This DPA is supplemental to the Agreement and sets out the terms that apply when Personal Data is Processed by CallRail under the Agreement. Either by signing this DPA or, alternatively, if the Parties have agreed to comply with this DPA in the Agreement (as defined below), and in that case this DPA is binding on the Parties without the need for signature, then the Parties enter into this DPA on behalf of themselves and, to the extent required under applicable Data Protection Laws, in the name and on behalf of their Affiliates authorized to provide or receive (as applicable) the Services. The Parties agree to comply with the following provisions with respect to CallRail’s Processing of Customer Data. All capitalized terms not defined in this DPA will have the meanings set forth in the Agreement.

Definitions

“Admin” means the person listed as administrator as part of the Customer’s business subscription plan for the Services.

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control” for purposes of this definition means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

“Agreement” means CallRail’s Terms of Use, or any order form, master service agreement, or any other written agreement which is executed and signed by an authorized representative of CallRail, which governs the provision of the Services to Customer.

“Anonymous Data” means Personal Data that has been processed in such a manner that it can no longer be attributed to an identified or identifiable natural person, directly or indirectly, by CallRail or any other party reasonably likely to receive, or access that anonymized Personal Data.

“CCPA” means the California Consumer Privacy Act of 2018 and any binding regulations promulgated thereunder, in each case, as may be amended from time to time.

“Customer Data” means any Personal Data that CallRail processes on behalf of Customer in the course of providing Services as either (i) a Data Processor for purposes of EU Data Protection Law, (ii) a Service Provider for purposes of CCPA; or (iii) defined roles in other Data Protection Law that are substantially similar to those identified in (i) or (ii).

“Data Protection Law” means all data protection laws and regulations applicable to a Party’s processing of Customer Data under the Agreement, including, where applicable, EU Data Protection Law and CCPA.

“Data Controller” means an entity which, alone or jointly with others, determines the purposes and means of the Processing of Personal Data.

“Data Processor” means an entity that processes Personal Data on behalf of a Data Controller.

“Data Subject” means the individual to whom Personal Data relates.

“EU Data Protection Law” means data protection laws applicable in Europe, including: (i) Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of Personal Data and on the free movement of such data (General Data Protection Regulation) (“GDPR”); (ii) Directive 2002/58/EC concerning the processing of Personal Data and the protection of privacy in the electronic communications sector; (iii) applicable national implementations of (i) and (ii) or, in respect of the United Kingdom, any applicable national legislation that replaces or converts in domestic law the GDPR or any other law relating to data and privacy as a consequence of the United Kingdom leaving the European Union; and (iv) Swiss Federal Data Protection Act on 19 June 1992 and its Ordinance; in each case, as may be amended, superseded or replaced.

“Europe” means the European Economic Area (“EEA”) (which comprises the member states of the European Union, Norway, Iceland and Liechtenstein), the United Kingdom and Switzerland.

“Personal Data” means any information relating to an identified or identifiable individual where such information is contained within Customer Data and is afforded protections as personal data, personal information or personally identifiable information under applicable Data Protection Law.

“Processing” has the meaning given to it under Data Protection Law or if not defined thereunder, the GDPR, and “process”, “processes” and “processed” will be interpreted accordingly.

“Security Incident” means any unauthorized or accidental access, loss, alteration, disclosure or destruction of Customer Data. Security Incident will not include unsuccessful attempts or activities that do not compromise the security of Personal Data, including unsuccessful log-in attempts, pings, port scans, denial of service attacks, and other network attacks on firewalls or networked systems.

“Services” means any product or service provided by CallRail to Customer pursuant to the Agreement.

“Standard Contractual Clauses” or “SCCs” means the Annex to the Commission Implementing Decision (EU) 2021/915 of 4 June 2021 on standard contractual clauses between controllers and processors under Article 28(7) of Regulation (EU) 2016/679 of the European Parliament and of the Council, and which sets out standard contractual clauses that fulfil the requirements for international data transfers among controllers and processors in Article 28(3) and (4) of the GDPR, the approved version of which in force at present is available at: https://eur-lex.europa.eu/eli/dec_impl/2021/914/oj (as may be amended, superseded or replaced from time to time), which as they relate to the Processing under the Agreement comprise Annex D. When applicable to the Processing, Annex D forms a part of this DPA.

“Sub-processor” means any Data Processor engaged by CallRail or its Affiliates to assist in fulfilling its obligations with respect to providing the Services pursuant to the Agreement or this DPA. Sub-processors may include third parties or CallRail’s Affiliates but excludes CallRail employees.

1. Roles and Scope of Processing

a. Applicability. This DPA only applies to Customer Data that is subject to Data Protection Law and only to the extent that CallRail processes Customer Data on behalf of Customer in the course of providing Services. This DPA does not apply to Personal Data that CallRail processes as a Controller or to Anonymous Data.

b. Roles of the Parties. Customer determines the purpose and means of the processing of Personal Data and is therefore the Data Controller. CallRail will process Customer Data only as a Data Processor acting on behalf of Customer and CallRail or its Affiliates will engage Sub-processors pursuant to the requirements set forth in Section 2 “Sub-processing” below.

c. Customer Compliance. Customer agrees that (i) it will comply with all Data Protection Law in respect of its use of the Services, its processing of Personal Data and any processing instructions it issues to CallRail; (ii) it will ensure it has the right to transfer, or provide access to, Personal Data to CallRail for processing pursuant to the Agreement and this DPA; and (iii) it will have sole responsibility for the accuracy, quality and legality of Customer Data and the means by which Customer acquired such Customer Data.

d. Purpose Limitation. CallRail shall process Customer Data only (i) in accordance with Customer’s documented lawful instructions as set forth in the Agreement and this DPA including Annex A attached hereto; (ii) as required by Data Protection Law; and (iii) as further documented in any other written instructions given by Customer and acknowledged by CallRail as constituting instructions for purposes of this DPA. The Parties agree that this DPA and the Agreement set out Customer’s complete and final instructions to CallRail in relation to the processing of Customer Data, and processing outside the scope of these instructions (if any) shall require prior written agreement between the Parties. When CallRail is aware of an instruction that conflicts with Data Protection Law, it will promptly notify Customer thereof. In addition, when CallRail is under a legal obligation to process Customer Data outside of Customer instructions, it will immediately notify Customer thereof unless CallRail is legally prohibited from doing so.

e. Prohibited Data. Except as otherwise agreed by the Parties in writing or as expressly contemplated by the Services, (i) Customer will not provide (or cause to be provided) any Personal Data that falls within the definition of “special categories of data" or “sensitive personal information” under Data Protection Law, (ii) CallRail will have no liability whatsoever for such special categories of data or sensitive personal information, whether in connection with a Security Incident or otherwise, and (iii) for the avoidance of doubt, this DPA will not apply to such special categories of data or sensitive personal information.

2. Sub-processing

a. Sub-processors. Customer agrees that (a) CallRail may engage its Affiliates and third-party sub-processors for specific processing activities (“Sub-processors”) and (b) such Sub-processors may engage third party processors to process Customer Data on CallRail’s behalf. The Sub-processors currently engaged by CallRail and authorized by Customer are listed at the following URL, which may be updated by CallRail from time to time: https://www.callrail.com/subprocessors/.

i. CallRail will: (i) enter into a written agreement with the Sub-processor imposing data protection obligations that protect Customer Data to the standard required by Data Protection Law; and (ii) remain liable to Customer for any breach of the DPA caused by the Sub-processor, but only to the same extent that CallRail would be liable if it had provided the services of the Sub-processor directly under the terms of this DPA.

ii. CallRail will: (i) maintain an up-to-date list of the Sub-processors it has appointed at the URL specified in Section 2.a; and (ii) notify Customer (for which email or a notice in the Services will suffice) if it appoints or replaces a Sub-processor at least ten (10) days prior to any such changes.

b. Objection to Sub-processors. Customer may object in writing to CallRail’s appointment or replacement of a Sub-processor within five (5) calendar days of such notice, provided that such objection is based on reasonable grounds related to data protection. In such event, the Parties will discuss such concerns in good faith with a view to achieving a resolution. If the Parties do not find a solution within fifteen (15) calendar days after Customer has objected to the appointment or replacement of a Sub-processor, both Parties are entitled to terminate the Agreement and this DPA with immediate effect (without prejudice to any fees incurred by Customer prior to the termination of the Agreement and this DPA).

3. Security

a. Confidentiality Obligations. CallRail will ensure that any personnel authorized by CallRail to process Customer Data will be under an appropriate obligation of confidentiality (whether a contractual or statutory duty).

b. Security Measures. CallRail will maintain appropriate technical and organizational measures to secure Customer Data as outlined in Annex C attached hereto, including measures to protect against Security Incidents. These measures refer to a suitable level of security, taking into account the state of the art and the costs of implementation, as well as the risks inherent in data processing proposed by CallRail and the nature of Customer Data. CallRail may update or modify such measures from time to time, provided that such updates and modifications do not materially decrease the overall security of the Services.

c. Security Incidents. Upon becoming aware of a Security Incident, CallRail will notify Customer without undue delay and will provide such information as Customer may reasonably require, including to enable Customer to fulfill its data breach reporting obligations under Data Protection Law. CallRail’s notification of or response to a Security Incident will not be construed as an acknowledgement by CallRail of any fault or liability with respect to the Security Incident. If CallRail is not liable for the Security Incident, CallRail reserves the right to charge a reasonable administrative fee which will be proportional to the effort required to provide assistance.

d. Customer’s Appropriate Use of Services. Customer agrees that, without prejudice to CallRail’s obligations under this DPA, (i) Customer is solely responsible for its use of the Services, including (a) making appropriate use of the Services to ensure a level of security appropriate to the risk in respect of Customer Data; and (b) securing the account authentication credentials, systems and devices Customer uses to access the Services; and (ii) CallRail has no obligation to protect Customer Data that Customer elects to store or transfer outside of CallRail’s and/or its Sub-processors’ systems.

4. International Transfers

a. Location of Processing. Customer acknowledges and agrees that CallRail may transfer, store and process Customer Data anywhere in the world where CallRail, its Affiliates or its Sub-processors maintain data processing operations. The Parties will at all times ensure that such transfers are made in compliance with the requirements of Data Protection Law.

b. European Transfer Mechanism. The Standard Contractual Clauses, attached hereto as Annex D, will apply to Customer Data that is transferred outside the EEA, the United Kingdom or Switzerland, either directly or via onward transfer, to any country not recognized by the European Commission as providing an adequate level of protection for Personal Data. The SCCs will not apply to Customer Data that is not transferred, either directly or via onward transfer, outside the EEA, the United Kingdom or Switzerland. Notwithstanding the foregoing, the SCCs (or obligations the same as those under the SCCs) will not apply if CallRail has adopted, at its sole discretion, an alternative, recognized compliance standard for the lawful transfer of Personal Data outside the EEA, the United Kingdom or Switzerland. If the SCCs in the form attached hereto as Annex D are updated, superseded or replaced and such change may have a material effect on the rights or obligations of the Parties under this DPA, then CallRail may require, and Customer may request, that the Parties enter into a replacement set of SCCs in accordance with EU Data Protection Law.

5. Cooperation and Audits

a. Data Subject Rights. To the extent that Customer is unable to independently access the relevant Customer Data within the Services, CallRail will provide Customer with reasonable cooperation and assistance insofar as this is possible, at Customer’s expense, to enable Customer to respond to requests from Data Subjects seeking to exercise their rights under Data Protection Law. In the event such request is made directly to CallRail, CallRail will promptly inform Customer of the same. Customer authorizes CallRail to respond to requests from Data Subjects seeking to exercise their rights under the GDPR or the CCPA in order to clarify requests and/or to resolve ordinary customer support requests.

b. Data Protection Impact Assessments. To the extent required under applicable EU Data Protection Law, CallRail will (taking into account the nature of the processing and the information available to CallRail) provide all reasonably requested information regarding the Services to enable Customer to carry out data protection impact assessments or prior consultations with data protection authorities as required by EU Data Protection Law; provided, however, that CallRail will not be liable for any failure of Customer to comply with Customer’s own obligations related thereto.

c. Audits. Upon Customer’s reasonable written request, and no more than once per calendar year, CallRail will make available for Customer’s inspection and audit, copies of certifications, records or reports demonstrating CallRail’s compliance with this DPA. While it is the Parties’ intention ordinarily to rely on the provision of the documentation to demonstrate CallRail’s compliance with this DPA and the provisions of Article 28 of the GDPR, in the event that Customer reasonably determines that it must inspect CallRail’s premises or equipment for purposes of this DPA, then no more than once per calendar year, any audits described in this Section 5(c) will be conducted, at Customer’s expense, through a qualified, independent third-party auditor (“Independent Auditor”) designated by Customer. Before the commencement of any such on-site inspection, the Parties will mutually agree on reasonable timing, scope, and security controls applicable to the audit (including without limitation restricting access to CallRail’s confidential information, trade secrets and data belonging to other customers). Any inspection will be of reasonable duration and will not unreasonably interfere with CallRail’s day-to-day operations. All Independent Auditors are required to enter into a non-disclosure agreement containing confidentiality provisions reasonably acceptable to CallRail and intended to protect CallRail’s and its customers’ confidential and proprietary information. To the extent that Customer or any Independent Auditor causes any damage, injury or disruption to CallRail’s premises, equipment, personnel and business in the course of such an audit or inspection, Customer will be solely responsible for any liabilities and costs associated therewith. Customer will promptly notify CallRail with information regarding any alleged non-compliance discovered during the course of an audit.

6. Deletion or Return of Customer Data

a. Upon request by Customer at the termination or expiration of the Agreement, CallRail will delete or return Customer Data and copies thereof to Customer that are in CallRail’s possession. Notwithstanding the foregoing, CallRail may retain copies of Customer Data: (i) to the extent CallRail has a separate legal right or obligation to retain some or all of the Customer Data; (ii) that is incorporated into CallRail business records such as email and accounting records, and (iii) in backup systems until the backups have been overwritten or expunged in accordance with CallRail’s backup policy; provided, however, in each case the confidentiality obligations and use restrictions in the Agreement will continue to apply to such Customer Data for the duration of the retention. The Parties agree that the certification of deletion of Personal Data that is described in Clause 16(d) of the SCCs will be provided by CallRail to Customer only upon Customer’s request.

7. CCPA

a. Scope. This Section 7 will apply only with respect to Personal Data that is subject to the protection of the CCPA. For purposes of this Section 7, the terms “Business,” “sell,” “Third Party” and “Service Provider” have the meanings given in the CCPA.

b. Roles of the Parties. With respect to Customer Data as to which CCPA applies, the Parties acknowledge and agree that: (a) CallRail is a “Service Provider” and not a “Third Party”; (b) Customer is a “Business;” and (c) each Sub-processor is a “Service Provider”. The Parties agree that Customer will disclose to CallRail the Customer Data as to which CCPA applies for the business purpose of enabling CallRail to perform the Services in accordance with the Agreement and subject to the requirements of this DPA, including without limitation those set forth in Section 7(c) (No Sale).

c. No Sale. CallRail will not: (a) “sell” Customer Data; (b) retain, use, or disclose Customer Data for any purpose other than for the specific purpose of performing the Services; (c) retain, use, or disclose Customer Data for a commercial purpose other than providing the Services; or (d) retain, use, or disclose Customer Data outside of the direct business relationship between CallRail and the Customer. CallRail certifies that it understands these restrictions and will comply with them.

8. Liability

a. Indemnification. Each Party (the “Indemnifying Party”) will indemnify the other Party (the “Indemnitee”) from and against all third party claims (including investigations and actions by data protection authorities or regulatory bodies), liabilities, costs, damages, judgments, expenses and losses (including reasonable attorneys’ fees and costs) arising from any breach by the Indemnifying Party of this DPA; provided however, under no circumstances will the Indemnifying Party be liable for any breaches of this DPA or violations of Data Protection Law to the extent that they are caused by the Indemnitee. Any such indemnification obligation is contingent upon:

i. The Indemnitee promptly notifying Indemnifying Party in writing of any claim which could give rise to an indemnification obligation;

ii. The Indemnifying Party being given the option to control the defense of any litigation and to settle or compromise all claims which could give rise to this indemnification obligation (provided that the Indemnitee may always appoint advisory counsel at its own expense to assist the Indemnifying Party in the defense of such claim);

iii. The Indemnitee cooperating in all reasonable respects and at its own expense with the Indemnifying Party in the defense of the claim.

b. This clause is without prejudice to the liability of each Party to Data Subjects that cannot lawfully be limited or disclaimed and the obligations of both Parties to indemnify Data Subjects as set out in Article 82 of the GDPR and in Clause 12 of the SCCs.

c. Where CallRail is obliged to provide assistance to Customer or third parties at the request of Customer (including submission to an audit hereunder and/or the provision of information) in connection with this DPA or the Data Protection Law, such assistance will be provided at the sole cost and expense of Customer, save where such assistance directly arises from CallRail’s breach of its obligations under this DPA, in which event the costs of such assistance will be borne by CallRail.

d. Limitation of Liability. Subject to subclause b, each Party’s liability to the other taken together in the aggregate, arising out of or related to this DPA (including the SCCs), whether in contract, tort or under any other theory of liability, is subject to the exclusions and limitations of liability set forth in the Agreement and any reference in such sections to the liability of a Party means aggregate liability of that Party and all of its Affiliates under the Agreement (including this DPA). Under no circumstances will CallRail be liable for any violations of this DPA or violations of Data Protection Law that are caused by Customer.

9. Miscellaneous

a. Effective Date. This DPA will become effective on the latest signed date by both Parties below (“Effective Date”). If CallRail has already processed Personal data within the scope of the Agreement prior to the Effective Date, the DPA will apply retroactively from the start of the processing of Personal Data by CallRail on behalf of Customer.

b. Agreement. Except as amended by this DPA, the Agreement will remain in full force and effect.

c. Priority. If there is a conflict between this DPA and the Agreement, the DPA will control. If there is a conflict between the terms of the DPA and the SCCs, the SCCs will prevail.

d. Modifications. Customer agrees that CallRail may modify this DPA at any time provided CallRail may only modify the SCCs (i) to incorporate any new version of the SCCs (or similar model clauses) that may be adopted under GDPR or (ii) to comply with applicable law (including Data Protection Law), applicable regulation, a court order or guidance issued by a governmental regulator or agency. If CallRail makes any material modifications to this DPA, CallRail shall provide Customer with at least ten (10) days’ notice (or such shorter period as may be required to comply with applicable law, applicable regulation, a court order or guidance issued by a governmental regulator or agency) before the change will take effect by either: (a) sending an email to the Admin; or (b) alerting Customer via the Services. If Customer reasonably objects to any such change, Customer may terminate the Agreement and this DPA by giving written notice to CallRail within ten (10) days of notice from CallRail of the change.

e. Governing Law. This DPA will be governed by and construed in accordance with the governing law stated in the Agreement, unless required otherwise by applicable Data Protection Law.

f. Severability. If any individual provisions of this DPA are determined to be invalid or unenforceable, the validity and enforceability of the other provisions of this DPA will not be affected.

IN WITNESS WHEREOF, CallRail and Customer have executed this DPA as of the Effective Date, either by signing below or alternatively by agreeing to comply with this DPA in the Agreement.

CallRail Inc. Customer

By: ___________________ By: ___________________

Name: ________________ Name: ________________

Title: __________________ Title: __________________

Date: ________________ Date: _________________

Annex A

Description of processing

Subject Matter	CallRail’s provision of the Services to Customer as described in the Agreement and the DPA
Categories of Data Subjects	Customer’s end-users whose data are processed via the Services Customer’s account Admins and other users of the Services
Categories of Recipients	CallRail employees CallRail Sub-processors
Categories of Personal Data transferred	Categories of personal data processed may include, depending on the Services used by Customer: Contact information such as name, physical address, e-mail address, phone number Government identifiers such as social insurance or national registration numbers Health information (for applicable accounts), such as patient name and contact information where applicable Telephonic and digital communications, such as call recordings, call transcripts, chat transcripts, caller ID information, and voicemail messages Account information, such as … Personal identifiers: name, email, telephone, avatar Electronic identifiers: Device ID, IP address, tracking ID Financial data (as applicable): credit card information, billing information and/or transaction information Professional data: company name, company domain
Sensitive personal data transferred	Depending on the Services used by Customer, sensitive personal data transferred to CallRail for processing may include: Health information as noted in the categories of personal data transferred above Financial information as noted in the categories of personal data transferred above
Frequency of the transfers	Health information transfers occur occasionally while using the service Financial data transfers occur occasionally while using providing payment information and during monthly transaction processing
Nature and purposes of the data transfers and processing and further processing	Providing Customers with, as elected by Customer, call tracking, customer conversation, lead management and data collection services and other services identified on the CallRail website located at https://www.callrail.com/ Data transfers to CallRail for the purpose of performing its obligations under the Agreement, including the Services and any related technical support requested by the Customer in accordance with the Agreement and this DPA
Period for which the personal data will be retained	Data is retained and deleted in accordance with CallRails retention policy located at https://support.callrail.com/hc/en-us/articles/360056902472-CallRail-s-Data-Retention-Policy
Subject matter, nature and duration of the processing by sub-processors	As described in Annex B of this DPA

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Annex B - List of CallRail Sub-processors

The Sub-processors currently engaged by CallRail are listed in at the following URL, which may be updated by CallRail from time to time by notice to Customer: https://www.callrail.com/subprocessors/.

Annex C - Technical and Organizational measures

CallRails SOC II Type II attestation report is available upon request.

CallRail will:

1. Ensure that the Personal Data can be accessed only by authorized personnel for the purposes set forth in Annex A of this DPA.

2. Take all reasonable measures to prevent unauthorized access to the Personal Data through the use of appropriate physical and logical (passwords) entry controls, securing areas for data processing, and implementing procedures for monitoring the use of data processing facilities;

3. Build in system and audit trails.

4. Use secure passwords, network intrusion detection technology, encryption and authentication technology, secure logon procedures and virus protection;

5. Account for all the risks that are presented by processing, for example from accidental or unlawful destruction, loss, or alteration, unauthorized or unlawful storage, processing, access or disclosure of Personal Data;

6. Ensure pseudonymisation and/or encryption of Personal Data, where appropriate;

7. Maintain the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services;

8. Maintain the ability to restore the availability and access to Personal Data in a timely manner in the event of a physical or technical incident;

9. Implement a process for regularly testing, assessing, and evaluating the effectiveness of technical and organisational measures for ensuring the security of the processing of Personal Data;

10. Monitor compliance on an ongoing basis;

11. Implement measures to identify vulnerabilities with regard to the processing of Personal Data in systems used to provide services to the Data Controller;

12. Provide employee and contractor training to ensure ongoing capabilities to carry out the security measures established in policy.

Annex D

STANDARD CONTRACTUAL CLAUSES

Controller to Processor

SECTION I

Clause 1

Purpose and scope

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

(b) The Parties:

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

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

have agreed to these standard contractual clauses (hereinafter: ‘Clauses’).

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

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

Clause 2

Effect and invariability of the Clauses

(a) These Clauses set out appropriate safeguards, including enforceable data subject rights and effective legal remedies, pursuant to Article 46(1) and Article 46(2)(c) of Regulation (EU) 2016/679 and, with respect to data transfers from controllers to processors and/or processors to processors, standard contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679, provided they are not modified, except to select the appropriate Module(s) or to add or update information in the Appendix. This does not prevent the Parties from including the standard contractual clauses laid down in these Clauses in a wider contract and/or to add other clauses or additional safeguards, provided that they do not contradict, directly or indirectly, these Clauses or prejudice the fundamental rights or freedoms of data subjects.

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

Clause 3

Third-party beneficiaries

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

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

(ii) Clause 8: Clause 8.1(b), 8.9(a), (c), (d) and (e);

(iii) Clause 9: Clause 9(a), (c), (d) and (e);

(iv) Clause 12: Clause 12(a), (d) and (f);

(v) Clause 13;

(vi) Clause 15.1(c), (d) and (e);

(vii) Clause 16(e);

(viii) Clause 18: Clause 18(a) and (b).

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

Clause 4

Interpretation

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

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

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

Clause 5

Hierarchy

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

Clause 6

Description of the transfer(s)

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

Clause 7 – Optional

Docking clause

(a) An entity that is not a Party to these Clauses may, with the agreement of the Parties, accede to these Clauses at any time, either as a data exporter or as a data importer, by completing the Appendix and signing Annex I.A.

(b) Once it has completed the Appendix and signed Annex I.A, the acceding entity shall become a Party to these Clauses and have the rights and obligations of a data exporter or data importer in accordance with its designation in Annex I.A.

(c) The acceding entity shall have no rights or obligations arising under these Clauses from the period prior to becoming a Party.

SECTION II – OBLIGATIONS OF THE PARTIES

Clause 8

Data protection safeguards

The data exporter warrants that it has used reasonable efforts to determine that the data importer is able, through the implementation of appropriate technical and organisational measures, to satisfy its obligations under these Clauses.

8.1   Instructions

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

(b) The data importer shall immediately inform the data exporter if it is unable to follow those instructions.

8.2   Purpose limitation

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

8.3   Transparency

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

8.4   Accuracy

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

8.5   Duration of processing and erasure or return of data

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

8.6   Security of processing

(a) The data importer and, during transmission, also the data exporter shall implement appropriate technical and organisational measures to ensure the security of the data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access to that data (hereinafter ‘personal data breach’). In assessing the appropriate level of security, the Parties shall take due account of the state of the art, the costs of implementation, the nature, scope, context and purpose(s) of processing and the risks involved in the processing for the data subjects. The Parties shall in particular consider having recourse to encryption or pseudonymisation, including during transmission, where the purpose of processing can be fulfilled in that manner. In case of pseudonymisation, the additional information for attributing the personal data to a specific data subject shall, where possible, remain under the exclusive control of the data exporter. In complying with its obligations under this paragraph, the data importer shall at least implement the technical and organisational measures specified in Annex II. The data importer shall carry out regular checks to ensure that these measures continue to provide an appropriate level of security.

(b) The data importer shall grant access to the personal data to members of its personnel only to the extent strictly necessary for the implementation, management and monitoring of the contract. It shall ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

(c) In the event of a personal data breach concerning personal data processed by the data importer under these Clauses, the data importer shall take appropriate measures to address the breach, including measures to mitigate its adverse effects. The data importer shall also notify the data exporter without undue delay after having become aware of the breach. Such notification shall contain the details of a contact point where more information can be obtained, a description of the nature of the breach (including, where possible, categories and approximate number of data subjects and personal data records concerned), its likely consequences and the measures taken or proposed to address the breach including, where appropriate, measures to mitigate its possible adverse effects. Where, and in so far as, it is not possible to provide all information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay.

(d) The data importer shall cooperate with and assist the data exporter to enable the data exporter to comply with its obligations under Regulation (EU) 2016/679, in particular to notify the competent supervisory authority and the affected data subjects, taking into account the nature of processing and the information available to the data importer.

8.7   Sensitive data

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

8.8   Onward transfers

The data importer shall only disclose the personal data to a third party on documented instructions from the data exporter. In addition, the data may only be disclosed to a third party located outside the European Union  (in the same country as the data importer or in another third country, hereinafter ‘onward transfer’) if the third party is or agrees to be bound by these Clauses, under the appropriate Module, or if:

(i) the onward transfer is to a country benefitting from an adequacy decision pursuant to Article 45 of Regulation (EU) 2016/679 that covers the onward transfer;

(ii) the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 Regulation of (EU) 2016/679 with respect to the processing in question;

(iii) the onward transfer is necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings; or

(iv) the onward transfer is necessary in order to protect the vital interests of the data subject or of another natural person.

Any onward transfer is subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose limitation.

8.9   Documentation and compliance

(a) The data importer shall promptly and adequately deal with enquiries from the data exporter that relate to the processing under these Clauses.

(b) The Parties shall be able to demonstrate compliance with these Clauses. In particular, the data importer shall keep appropriate documentation on the processing activities carried out on behalf of the data exporter.

(c) The data importer shall make available to the data exporter all information necessary to demonstrate compliance with the obligations set out in these Clauses and at the data exporter’s request, allow for and contribute to audits of the processing activities covered by these Clauses, at reasonable intervals or if there are indications of non-compliance. In deciding on a review or audit, the data exporter may take into account relevant certifications held by the data importer.

(d) The data exporter may choose to conduct the audit by itself or mandate an independent auditor. Audits may include inspections at the premises or physical facilities of the data importer and shall, where appropriate, be carried out with reasonable notice.

(e) The Parties shall make the information referred to in paragraphs (b) and (c), including the results of any audits, available to the competent supervisory authority on request.

Clause 9

Use of sub-processors

(a) The data importer has the data exporter’s general authorisation for the engagement of sub-processor(s) from the agreed list set out in Annex B of the DPA. The data importer shall specifically inform the data exporter in writing of any intended changes to that list through the addition or replacement of sub-processors in advance, in the time period specified in Clause 2.a(ii) of the DPA, thereby giving the data exporter sufficient time to be able to object to such changes prior to the engagement of the sub-processor(s). The data importer shall provide the data exporter with the information necessary to enable the data exporter to exercise its right to object.

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

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

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

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

Clause 10

Data subject rights

(a) The data importer shall promptly notify the data exporter of any request it has received from a data subject. It shall not respond to that request itself unless it has been authorised to do so by the data exporter.

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

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

Clause 11

Redress

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

The data importer agrees that data subjects may also lodge a complaint with an independent dispute resolution body at no cost to the data subject. It shall inform the data subjects, in the manner set out in paragraph (a), of such redress mechanism and that they are not required to use it, or follow a particular sequence in seeking redress.

(b) In case of a dispute between a data subject and one of the Parties as regards compliance with these Clauses, that Party shall use its best efforts to resolve the issue amicably in a timely fashion. The Parties shall keep each other informed about such disputes and, where appropriate, cooperate in resolving them.

(c) Where the data subject invokes a third-party beneficiary right pursuant to Clause 3, the data importer shall accept the decision of the data subject to:

(i) lodge a complaint with the supervisory authority in the Member State of his/her habitual residence or place of work, or the competent supervisory authority pursuant to Clause 13;

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

(d) The Parties accept that the data subject may be represented by a not-for-profit body, organisation or association under the conditions set out in Article 80(1) of Regulation (EU) 2016/679.

(e) The data importer shall abide by a decision that is binding under the applicable EU or Member State law.

(f) The data importer agrees that the choice made by the data subject will not prejudice his/her substantive and procedural rights to seek remedies in accordance with applicable laws.

Clause 12

Liability

(a) Each Party shall be liable to the other Party/ies for any damages it causes the other Party/ies by any breach of these Clauses.

(b) The data importer shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data importer or its sub-processor causes the data subject by breaching the third-party beneficiary rights under these Clauses.

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

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

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

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

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

Clause 13

Supervision

The supervisory authority of one of the Member States in which the data subjects whose personal data is transferred under these Clauses in relation to the offering of goods or services to them, or whose behaviour is monitored, are located, as indicated in Annex I.C, shall act as competent supervisory authority.

(b) The data importer agrees to submit itself to the jurisdiction of and cooperate with the competent supervisory authority in any procedures aimed at ensuring compliance with these Clauses. In particular, the data importer agrees to respond to enquiries, submit to audits and comply with the measures adopted by the supervisory authority, including remedial and compensatory measures. It shall provide the supervisory authority with written confirmation that the necessary actions have been taken.

SECTION III – LOCAL LAWS AND OBLIGATIONS IN CASE OF ACCESS BY PUBLIC AUTHORITIES

Clause 14

Local laws and practices affecting compliance with the Clauses

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

(b) The Parties declare that in providing the warranty in paragraph (a), they have taken due account in particular of the following elements:

(i) the specific circumstances of the transfer, including the length of the processing chain, the number of actors involved and the transmission channels used; intended onward transfers; the type of recipient; the purpose of processing; the categories and format of the transferred personal data; the economic sector in which the transfer occurs; the storage location of the data transferred;

(ii) the laws and practices of the third country of destination– including those requiring the disclosure of data to public authorities or authorising access by such authorities – relevant in light of the specific circumstances of the transfer, and the applicable limitations and safeguards;

(iii) any relevant contractual, technical or organisational safeguards put in place to supplement the safeguards under these Clauses, including measures applied during transmission and to the processing of the personal data in the country of destination.

(c) The data importer warrants that, in carrying out the assessment under paragraph (b), it has made its best efforts to provide the data exporter with relevant information and agrees that it will continue to cooperate with the data exporter in ensuring compliance with these Clauses.

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

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

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

Clause 15

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

15.1 Notification

(a) The data importer agrees to notify the data exporter and, where possible, the data subject promptly (if necessary with the help of the data exporter) if it:

(i) receives a legally binding request from a public authority, including judicial authorities, under the laws of the country of destination for the disclosure of personal data transferred pursuant to these Clauses; such notification shall include information about the personal data requested, the requesting authority, the legal basis for the request and the response provided; or

(ii) becomes aware of any direct access by public authorities to personal data transferred pursuant to these Clauses in accordance with the laws of the country of destination; such notification shall include all information available to the importer.

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

(c) Where permissible under the laws of the country of destination, the data importer agrees to provide the data exporter, at regular intervals for the duration of the contract, with as much relevant information as possible on the requests received (in particular, number of requests, type of data requested, requesting authority/ies, whether requests have been challenged and the outcome of such challenges, etc.).

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

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

15.2 Review of legality and data minimisation

(a) The data importer agrees to review the legality of the request for disclosure, in particular whether it remains within the powers granted to the requesting public authority, and to challenge the request if, after careful assessment, it concludes that there are reasonable grounds to consider that the request is unlawful under the laws of the country of destination, applicable obligations under international law and principles of international comity. The data importer shall, under the same conditions, pursue possibilities of appeal. When challenging a request, the data importer shall seek interim measures with a view to suspending the effects of the request until the competent judicial authority has decided on its merits. It shall not disclose the personal data requested until required to do so under the applicable procedural rules. These requirements are without prejudice to the obligations of the data importer under Clause 14(e).

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

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

SECTION IV – FINAL PROVISIONS

Clause 16

Non-compliance with the Clauses and termination

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

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

(c) The data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses, where:

(i) the data exporter has suspended the transfer of personal data to the data importer pursuant to paragraph (b) and compliance with these Clauses is not restored within a reasonable time and in any event within one month of suspension;

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

(iii) the data importer fails to comply with a binding decision of a competent court or supervisory authority regarding its obligations under these Clauses.

In these cases, it shall inform the competent supervisory authority of such non-compliance. Where the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise.

(d) Personal data that has been transferred prior to the termination of the contract pursuant to paragraph (c) shall at the choice of the data exporter immediately be returned to the data exporter or deleted in its entirety. The same shall apply to any copies of the data. The data importer shall certify the deletion of the data to the data exporter. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit the return or deletion of the transferred personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process the data to the extent and for as long as required under that local law.

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

Clause 17

Governing law

These Clauses shall be governed by the law of one of the EU Member States, provided such law allows for third-party beneficiary rights. The Parties agree that this shall be the law of the Republic of Ireland.

Clause 18

Choice of forum and jurisdiction

(a) Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State.

(b) The Parties agree that those shall be the courts of the Republic of Ireland.

(c) A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of the Member State in which he/she has his/her habitual residence.

(d) The Parties agree to submit themselves to the jurisdiction of such courts.

APPENDIX TO THE STANDARD CONTRACTUAL CLAUSES

ANNEX I

A.   LIST OF PARTIES

Data exporter(s): The data exporter is the Customer identified in the DPA (and the Customer’s Affiliates if authorized to use the Services).

The activities relevant to the data transferred under these Clauses are those activities related to Customer’s use of the data importer’s Services as described in the Agreement between them, which includes personal data provided by or on behalf of the Customer for processing by the data importer upon the Customer’s instructions and in accordance with the Agreement and this DPA.

The identity and contact details of the data exporter are the Customer details described in the Agreement and the DPA, and the data exporter’s contact person with responsibility for data protection under these Clauses is the Customer Admin as defined in the DPA.

The Customer is the data controller of the personal data that is subject to the DPA.

Data importer(s): The data importer is CallRail Inc.

The activities relevant to the data transferred under these Clauses are CallRail’s provision of the Services as described in the Agreement with the data exporter, under which CallRail is authorized to process personal data on the Customer’s behalf and upon the Customer’s instructions in accordance with the Agreement and this DPA.

The identity and contact details of the data importer and the data importer’s contact person with responsibility for data protection is:

Name: CallRail Inc.

Address: 100 Peachtree St NW STE 2700 Atlanta, GA 30303

Contact person’s name, position and contact details: Kurdeen Karim, Director IT Security, security@callrail.com

CallRail is the data processor of the personal data that is subject to the DPA.

B.   DESCRIPTION OF TRANSFER

The description of the transfer of personal data as of the Effective Date is attached to the DPA as Annex A.

C.   COMPETENT SUPERVISORY AUTHORITY

The supervisory authority of the Member State in which the data subject whose personal data is transferred under these Clauses in relation to the offering of goods or services to him or her, or whose behaviour is monitored, shall act as competent supervisory authority.

ANNEX II

TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA

The data importer will implement and maintain appropriate technical and organizational measures designed to ensure an appropriate level of security for the Customer Data, taking into account the nature, scope, context and purpose of the processing, and the risks for the rights and freedoms of natural persons. The specific technical and organizational measures employed by the data importer as of the Effective Date are attached to the DPA as Annex C.

ANNEX III

LIST OF SUB-PROCESSORS

The data importer’s sub-processors as of the Effective Date are attached to the DPA as Annex B.