Data Processing Agreement (DPA)

Data Processing Agreement

In the course of providing services to Customers, GaggleAMP may process personal data on Customer’s behalf where such personal data is subject to EU, UK, and/or Swiss data protection laws like GDPR. To this end, we offer a data protection addendum (“DPA”) as provided below. This DPA is governed by and incorporated with the GaggleAMP Terms and Privacy Policy (collectively “Terms”). Please note that because we have so many customers, we are not able to change this data protection addendum for any particular customer.

I. Definitions

  1. “Affiliate” means an entity that directly or indirectly controls, is controlled by or is under common control with an entity. For purposes of this definition, “control” means an ownership, voting or similar interest representing fifty percent (50%) or more of the total interests then outstanding of the entity in question.

  2. “Agreement” means either the GaggleAMP Terms of Use and Privacy Policy and/or GaggleAMP Master Services Agreement (as applicable), which together govern the provision of the Services to Customer.

  3. “Customer Data” means any Personal Data that GaggleAMP processes on behalf of Customer as a Data Processor in the course of providing Services.

  4. “Data Protection Laws” means all data protection and privacy laws applicable to the processing of Personal Data by GaggleAMP pursuant to the Agreement, including, where applicable, EU Data Protection Law.

  5. “Data Controller” means an entity that determines the purposes and means of the processing of Personal Data.

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

  7. “EU Data Protection Law” means 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”); and (ii) Directive 2002/58/EC concerning the processing of Personal Data and the protection of privacy in the electronic communications sector and applicable national implementations of it (as may be amended, superseded or replaced).

  8. “EEA” means, for the purposes of this DPA, the European Economic Area, United Kingdom and Switzerland.

  9. “Personal Data” means any information relating to an identified or identifiable natural person.

  10. “Processing” has the meaning given to it in the GDPR and “process”, “processes”, and “processed” will be interpreted accordingly.

  11. “Security Incident” means any unauthorized or unlawful breach of security that leads to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of or access to Customer Data.

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

  13. “Sub-processor” means any Data Processor engaged by GaggleAMP or its Affiliates to assist in fulfilling its obligations with respect to providing the Services pursuant to the Agreement or this DPA.

 

II. Relationship with the Agreement.

  1. If there is any conflict between this DPA and the Agreement, this DPA will prevail to the extent of that conflict.

  2. Any claims brought under or in connection with this DPA will be subject to the terms and conditions, including but not limited to, the exclusions and limitations set forth in the Agreement.

  3. Any claims against GaggleAMP or its Affiliates under this DPA will be brought solely against the entity that is a party to the Agreement. Customer further agrees that any regulatory penalties or other liability incurred by GaggleAMP in relation to the Customer Data that arise as a result of, or in connection with, Customer’s failure to comply with its obligations under this DPA or any applicable Data Protection Laws will count toward and reduce GaggleAMP’s liability under the Agreement as if it were liability to the Customer under the Agreement.

  4. No one other than a party to this DPA, its successors and permitted assignees will have any right to enforce any of its terms.

  5. This DPA will be governed by and construed in accordance with governing law and jurisdiction provisions in the Agreement, unless required otherwise by applicable Data Protection Laws.

  6. This DPA applies where and only to the extent that GaggleAMP processes Customer Data that originates from the EEA and/or that is otherwise subject to EU Data Protection Law on behalf of Customer as Data Processor in the course of providing Services pursuant to the Agreement.

III. Data Protection Obligations.

  1. Role of the Parties. As between GaggleAMP and Customer, Customer is the Data Controller of Customer Data, and GaggleAMP will process Customer Data only as a Data Processor acting on behalf of Customer.

  2. Customer Processing of Customer Data. Customer agrees that: (i) it will comply with its obligations as a Data Controller under Data Protection Laws in respect of its processing of Customer Data and any processing instructions it issues to GaggleAMP; and (ii) it has provided notice and obtained (or will obtain) all consents and rights necessary under Data Protection Laws for GaggleAMP to process Customer Data and provide the Services pursuant to the Agreement and this DPA.

  3. GaggleAMP Processing of Customer Data. GaggleAMP will process Customer Data only for the purposes of providing the Services and as described in the DPA and only in accordance with Customer’s documented lawful instructions. The scope of Customer’s instructions for the processing of Customer Data is defined by the Agreement. The Parties agree that this DPA and the Agreement set out the Customer’s complete and final instructions to GaggleAMP in relation to the processing of Customer Data and processing outside the scope of these instructions (if any) will require prior written agreement between Customer and GaggleAMP.

  4. Details of Data Processing

    - Subject matter: The subject matter of the data processing under this DPA is the Customer Data.

    - Duration: As between GaggleAMP and Customer, the duration of the data processing under this DPA is until the termination of the Agreement in accordance with its terms.

    - Purpose: The purpose of the data processing under this DPA is the provision of the Services to the Customer and the performance of GaggleAMP pursuant to the Agreement (including this DPA) or as otherwise agreed by the Parties.

    - Nature of the processing: GaggleAMP provides a marketing solution, enabling its customers to develop employee advocacy via social media.

    - Categories of data subjects: Any individual accessing and/or using the Services through the Customer’s Account and/or Gaggle (“End Users”).

    - Types of Customer Data:
              a. Customer: identification and contact data (name, address, title, contact details, username); financial information (account details, payment information); employment details (employer, job title, geographic location, area of responsibility);
              b. End Users: identification and contact data (name and email address); Social Media account usernames and affiliations; IT information (IP addresses, usage data, cookies data, online navigation data, location data, browser data).
  5. Tracking Technologies. Customer acknowledges that in connection with the performance of the Services, GaggleAMP employs the use of cookies, unique identifiers, web beacons, analytics services, and similar tracking technologies (“Tracking Technologies”). Customer will maintain appropriate notice, consent, opt-in and opt-out mechanisms as are required by Data Protection Laws to enable GaggleAMP to deploy Tracking Technologies lawfully on, and collect data from, the devices of Recipients in accordance with and as described in the GaggleAMP Privacy Policy.

     

IV. Subprocessing.

  1. Authorized Sub-processors. Customer agrees that GaggleAMP may engage Sub-processors to process Customer Data on Customer’s behalf. The Sub-processors engaged by GaggleAMP and are listed at: https://accounts.gaggleamp.com/subprocessorsand may be updated from time to time. GaggleAMP will (i) provide an up-to-date list of the Sub-processors it has appointed upon written request from Customer; and (ii) notify Customer (for which email will suffice) if it adds a Sub-processor at least ten (10) days prior to any such changes. Customer may object in writing to GaggleAMP’s appointment of a new Sub-processor within five (5) days of such notice, provided that such objection is based on reasonable grounds relating to data protection. In such event, the Parties will discuss such concerns in good faith with a view to achieving resolution. If a resolution is not achieved within a reasonable amount of time, Customer may terminate the Agreement in respect only to the specific Service that cannot be provided by GaggleAMP without the use of the objected-to new Sub-processor, by providing written notice to GaggleAMP.

  2. Sub-processor Obligations. GaggleAMP will: (i) enter into a written agreement or affirmatively accept online terms of service with the Sub-processor imposing data protection terms that require the Sub-processor to protect the Customer Data to the standard required by Data Protection Laws; and (ii) remain responsible for its compliance with the obligations of this DPA and for any acts or omissions of the Sub-processor that cause GaggleAMP to breach any of its obligations under this DPA.

 

V. Security.

  1. Security Policy. Taking into account the available technologies, 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, GaggleAMP will implement and maintain appropriate technical and organizational security measures to protect Customer Data from Security Incidents and to preserve the security and confidentiality of the Customer Data.

  2. Updates to Security Measures. Customer is responsible for reviewing the information made available by GaggleAMP relating to data security and making an independent determination as to whether the Services meet Customer’s requirements and legal obligations under Data Protection Laws. By executing the Agreement, Customer confirms that GaggleAMP provides an appropriate level of protection and security for the Customer Data, taking into account the risks associated with the processing of Customer Data.

  3. Customer Responsibilities. Notwithstanding the above, Customer agrees that except to the extent expressly provided in this DPA, Customer is responsible for its secure use of the Services, including securing its account authentication credentials, protecting the security of Customer Data when in transit to and from the Services and taking any appropriate steps to securely encrypt or backup any Customer Data uploaded to the Services.

  4. Responses and Audits. GaggleAMP will also provide written responses to all reasonable requests for information made by Customer, including responses to information security and audit questionnaires that are necessary to confirm GaggleAMP’s compliance with this DPA, provided that Customer will not exercise this right more than once per year. Such responses are GaggleAMP’s Confidential Information.

 

VI. International Transfers.

  1. Processing Locations. GaggleAMP may transfer and process Customer Data anywhere in the world where GaggleAMP, its Affiliates or its Sub-processors maintain data processing operations. GaggleAMP will at all times provide an adequate level of protection for the Customer Data processed, in accordance with the requirements of Data Protection Laws.

  2. Standard Contractual Clauses. To the extent that GaggleAMP processes any Customer Data protected by EU Data Protection Law under the Agreement and/or that originates from the EEA, in a country that has not been designated by the European Commission or Swiss Federal Data Protection Authority (as applicable) as providing an adequate level of protection for Personal Data, the Parties acknowledge that GaggleAMP will be deemed to provide adequate protection (within the meaning of EU Data Protection Law) for any such Customer Data by virtue of, the parties entering into the European Commission Standard Contractual Clauses for Data Processors (2010/87/EU), attached hereto. The Standard Contractual Clauses will apply in respect of that Processing and Customer enters into these as ‘data exporter’ and GaggleAMP as the ‘data importer’. The following terms shall apply to the Standard Contractual Clauses:

                          - Each party's signature to this DPA shall be considered as signature to the Standard Contractual Clauses. If so required by the laws or regulatory procedures of any jurisdiction, the parties shall execute or re-execute the Standard Contractual Clauses as separate documents setting out the proposed transfers of Personal Data in such manner as may be required.

                          - Customer may appoint sub-processors as set out, and subject to the requirements of, clause IV of this DPA.

    In the event that the parties have entered into the Standard Contractual Clauses hereunder and subsequently the Privacy Shield Principals become legal and GaggleAMP becomes compliant with the Privacy Shield Principals, as applicable, the parties agree that their agreement to the Standard Contractual Clauses shall be rescinded, null, and void.

 

VII. GDPR Obligations.

  1. Confidentiality of Processing. GaggleAMP will ensure that any person who is authorized by GaggleAMP to process Customer Data (including its staff, agents and subcontractors) will be under an appropriate obligation of confidentiality (whether a contractual or statutory duty).

  2. Security Incident Response. Upon becoming aware of a Security Incident, GaggleAMP will notify Customer without undue delay and will provide timely information relating to the Security Incident as it becomes known or as is reasonably requested by Customer.

  3. Return or Deletion of Data. Upon termination or expiration of the Agreement, GaggleAMP will (at Customer’s election) delete or return to Customer all Customer Data (including copies) in its possession or control, save that this requirement will not apply to the extent GaggleAMP is required by applicable law to retain some or all of the Customer Data, or to Customer Data it has archived on back-up systems, which Customer Data GaggleAMP will securely isolate and protect from any further processing, except to the extent required by applicable law.

  4. Cooperation. GaggleAMP will provide reasonable cooperation to assist Customer to respond to any requests from individuals or applicable data protection authorities relating to the processing of Personal Data under the Agreement. In the event any such request is made directly to GaggleAMP, GaggleAMP will not respond to such communication directly without Customer’s prior authorization, unless legally compelled to do so. If GaggleAMP is required to respond to such a request, GaggleAMP will promptly notify Customer and provide it with a copy of the request unless legally prohibited from doing so.

  5. Records of Processing. Upon request from Customer, GaggleAMP will make available in a timely manner such information as is required by Customer to demonstrate GaggleAMP’s compliance with its obligations under EU Data Protection Law and under this DPA.

  6. Government Requests. If a law enforcement agency sends GaggleAMP a demand for Customer Data (for example, through a subpoena or court order), GaggleAMP will attempt to redirect the law enforcement agency to request that data directly from Customer. As part of this effort, GaggleAMP may provide Customer’s basic contact information to the law enforcement agency. If compelled to disclose Customer Data to a law enforcement agency, then GaggleAMP will give Customer reasonable notice of the demand to allow Customer to seek a protective order or other appropriate remedy unless GaggleAMP is legally prohibited from doing so.

  7. End Users Rights and Requests. To the extent permitted by law, GaggleAMP will inform Customer of requests from individual End Users exercising their data protection rights (e.g. rectification, deletion and blocking of data) addressed directly to GaggleAMP. Customer shall be responsible to respond to such requests of the individual End Users. GaggleAMP will reasonably assist Customer in responding to such requests.

  8. Data Protection Impact Assessments. To the extent GaggleAMP is required under EU Data Protection Law, GaggleAMP will (at Customer’s expense to the extent legally permitted) provide reasonably requested information regarding the Services to enable the Customer to carry out data protection impact assessments or prior consultations with data protection authorities as required by law.

 

Attachment 1

STANDARD CONTRACTUAL CLAUSES (PROCESSORS)

For the purposes of Article 26(2) of Directive 95/46/EC for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection

 

Name of the data exporting organization:

Address:

Tel.:

Fax:

e-mail:

Other information needed to identify the organization: n/a

(the data exporter)

And

Name of the data importing organization: GaggleAMP Inc.

Address: 9450 SW Gemini Drive, PMB 95302, Beaverton, Oregon 97008-7105

Tel.: 617-564-4008; e-mail: privacy@gaggleamp.com

(the data importer)

each a ‘party’; together ‘the parties’,

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

Clause 1

Definitions

For the purposes of the Clauses:

(a)         ‘personal data’, ‘special categories of data’, ‘process/processing’, ‘controller’, ‘processor’, ‘data subject’ and ‘supervisory authority’ shall have the same meaning as in Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data (1);

(b)         the data exporter’ means the controller who transfers the personal data;

(c)         ‘the data importer’ means the processor who agrees to receive from the data exporter personal data intended for processing on his behalf after the transfer in accordance with his instructions and the terms of the Clauses and who is not subject to a third country’s system ensuring adequate protection within the meaning of Article 25(1) of Directive 95/46/EC;

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

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

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

 

Clause 2

Details of the transfer

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

 

Clause 3

Third-party beneficiary clause

  1. The data subject can enforce against the data exporter this Clause, Clause 4(b) to (i), Clause 5(a) to (e), and (g) to (j), Clause 6(1) and (2), Clause 7, Clause 8(2), and Clauses 9 to 12 as third-party beneficiary.

  2. The data subject can enforce against the data importer this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where the data exporter has factually disappeared or has ceased to exist in law unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law, as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity.

  3. The data subject can enforce against the sub-processor this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity. Such third-party liability of the sub- processor shall be limited to its own processing operations under the Clauses.

  4. The parties do not object to a data subject being represented by an association or other body if the data subject so expressly wishes and if permitted by national law.

 

Clause 4

Obligations of the data exporter

 

The data exporter agrees and warrants:

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

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

(c)       that the data importer will provide sufficient guarantees in respect of the technical and organizational 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, unauthorized disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing, and that these measures ensure a level of security appropriate to the risks presented by the processing and the nature of the data to be protected having regard to the state of the art and the cost of their implementation;

(e)      that it will ensure compliance with the security measures;

(f)      that, if the transfer involves special categories of data, the data subject has been informed or will be informed before, or as soon as possible after, the transfer that its data could be transmitted to a third country not providing adequate protection within the meaning of Directive 95/46/EC;

(g)     to forward any notification received from the data importer or any sub-processor pursuant to Clause 5(b) and Clause 8(3) to the data protection supervisory authority if the data exporter decides to continue the transfer or to lift the suspension;

(h)     to make available to the data subjects upon request a copy of the Clauses, with the exception of Appendix 2, and a summary description of the security measures, as well as a copy of any contract for sub-processing services which has to be made in accordance with the Clauses, unless the Clauses or the contract contain commercial information, in which case it may remove such commercial information;

(i)     that, in the event of sub-processing, the processing activity is carried out in accordance with Clause 11 by a sub- processor providing at least the same level of protection for the personal data and the rights of data subject as the data importer under the Clauses; and

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

 

Clause 5

Obligations of the data importer

 

The data importer agrees and warrants:

(a)       to process the personal data only on behalf of the data exporter and in compliance with its instructions and the Clauses; if it cannot provide such compliance for whatever reasons, it agrees to inform promptly the data exporter of its inability to comply, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;

(b)       that it has no reason to believe that the legislation applicable to it prevents it from fulfilling the instructions received from the data exporter and its obligations under the contract and that in the event of a change in this legislation which is likely to have a substantial adverse effect on the warranties and obligations provided by the Clauses, it will promptly notify the change to the data exporter as soon as it is aware, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;

(c)       that it has implemented the technical and organizational security measures specified in Appendix 2 before processing the personal data transferred;

(d)       that it will promptly notify the data exporter about:

               (i)          any legally binding request for disclosure of the personal data by a law enforcement authority unless otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation;

            (ii)          any accidental or unauthorized access; and

            (iii)         any request received directly from the data subjects without responding to that request, unless it has been otherwise authorized to do so;

(e)       to deal promptly and properly with all inquiries from the data exporter relating to its processing of the personal data subject to the transfer and to abide by the advice of the supervisory authority with regard to the processing of the data transferred;

(f)       at the request of the data exporter to submit its data-processing facilities for audit of the processing activities covered by the Clauses which shall be carried out by the data exporter or an inspection body composed of independent members and in possession of the required professional qualifications bound by a duty of confidentiality, selected by the data exporter, where applicable, in agreement with the supervisory authority;

(g)      to make available to the data subject upon request a copy of the Clauses, or any existing contract for sub-processing, unless the Clauses or contract contain commercial information, in which case it may remove such commercial information, with the exception of Appendix 2 which shall be replaced by a summary description of the security measures in those cases where the data subject is unable to obtain a copy from the data exporter;

(h)      that, in the event of sub-processing, it has previously informed the data exporter and obtained its prior written consent;

(i)       that the processing services by the sub-processor will be carried out in accordance with Clause 11;

(j)       to send promptly a copy of any sub-processor agreement it concludes under the Clauses to the data exporter.

     

Clause 6

Liability

  1. The parties agree that any data subject, who has suffered damage as a result of any breach of the obligations referred to in Clause 3 or in Clause 11 by any party or sub-processor is entitled to receive compensation from the data exporter for the damage suffered.

  2. If a data subject is not able to bring a claim for compensation in accordance with paragraph 1 against the data exporter, arising out of a breach by the data importer or his sub-processor of any of their obligations referred to in Clause 3 or in Clause 11, because the data exporter has factually disappeared or ceased to exist in law or has become insolvent, the data importer agrees that the data subject may issue a claim against the data importer as if it were the data exporter, unless any successor entity has assumed the entire legal obligations of the data exporter by contract of by operation of law, in which case the data subject can enforce its rights against such entity.

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

  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 sub-processor of any of their obligations referred to in Clause 3 or in Clause 11 because both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, the sub-processor agrees that the data subject may issue a claim against the data sub-processor with regard to its own processing operations under the Clauses as if it were the data exporter or the data importer, unless any successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law, in which case the data subject can enforce its rights against such entity. The liability of the sub-processor shall be limited to its own processing operations under the Clauses.

 

Clause 7

Mediation and jurisdiction

  1. The data importer agrees that if the data subject invokes against it third-party beneficiary rights and/or claims compensation for damages under the Clauses, the data importer will accept the decision of the data subject:

    (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 sub-processor, which has the same scope and is subject to the same conditions as would apply to an audit of the data exporter under the applicable data protection law.

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

     

Clause 9

Governing law

The Clauses shall be governed by the law of the Member State in which the data exporter is established, or if there is no such Member State, by the law of Delaware.

 

Clause 10

Variation of the contract

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

 

Clause 11

Sub-processing

 

  1. The data importer shall not subcontract any of its processing operations performed on behalf of the data exporter under the Clauses without the prior written consent of the data exporter. Where the data importer subcontracts its obligations under the Clauses, with the consent of the data exporter, it shall do so only by way of a written agreement with the sub-processor which imposes the same obligations on the sub-processor as are imposed on the data importer under the Clauses. Where the sub-processor fails to fulfil its data protection obligations under such written agreement the data importer shall remain fully liable to the data exporter for the performance of the sub-processor’s obligations under such agreement.

  2. The prior written contract between the data importer and the sub-processor shall also provide for a third-party beneficiary clause as laid down in Clause 3 for cases where the data subject is not able to bring the claim for compensation referred to in paragraph 1 of Clause 6 against the data exporter or the data importer because they have factually disappeared or have ceased to exist in law or have become insolvent and no successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law. Such third-party liability of the sub-processor shall be limited to its own processing operations under the Clauses.

  3. The provisions relating to data protection aspects for sub-processing of the contract referred to in paragraph 1 shall be governed by the law of the Member State in which the data exporter is established.

  4. The data exporter shall keep a list of sub-processing agreements concluded under the Clauses and notified by the data importer pursuant to Clause 5(j), which shall be updated at least once a year. The list shall be available to the data exporter’s data protection supervisory authority.

 

Clause 12

Obligation after the termination of personal data-processing services

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

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

 

On behalf of the data exporter:

Name (written out in full): ......................................................................................................................................

Position: ...................................................................................................................................................................

Address:

Other information necessary in order for the contract to be binding (if any):

Signature .......................................................................................

(stamp of organization)

On behalf of the data importer:

Name (written out in full): Glenn Gaudet

Position: Chief Executive Officer

Address: 9450 SW Gemini Drive, PMB 95302, Beaverton, Oregon 97008-7105

Other information necessary in order for the contract to be binding (if any):

Signature .......................................................................................

(stamp of organization)

 

Appendix 1

to the Standard Contractual Clauses

This Appendix forms part of the Clauses and must be completed and signed by the parties

The Member States may complete or specify, according to their national procedures, any additional necessary information to be contained in this Appendix

Data exporter

The data exporter is (please specify briefly your activities relevant to the transfer):

the legal entity that has purchased services of the data importer for use of the data importer’s social media services, subject to the Terms.

 

Data importer

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

The data importer is: a provider of an online cloud-based platform providing marketing and third party social media utilization and reporting services.

 

Data subjects

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

Individuals whose personal information is input into the GaggleAMP platform and services by the data exporter as part of the data exporter’s use of the GaggleAMP platform for its social media services.

 

Categories of data

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

name, contact information, (e.g. address, email, telephone); social media information and other information input by data exporter in the GaggleAMP system.

 

Special categories of data (if appropriate)

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

The parties do not intend for any special category of data to be processed under the Agreement.

 

Processing operations

The personal data transferred will be subject to the following basic processing activities (please specify):

The data importer will process personal data to perform the services, subject to the Terms, to which these Clauses are incorporated, including storing, analyzing and otherwise processing such personal data for the duration and scope set forth in such agreement. The names of sub-processors currently engaged by data importer pursuant to Clauses 5(h) and 11 have been provided to data exporter. “Instructions” in the meaning of Clause 5(a) shall mean: (i) the agreement(s) regarding the provision of services with the data importer, and (ii) any supplemental instructions of data exporter, whether delivered in writing or orally, relating to the processing of personal data.

 

DATA EXPORTER:

Name: ....................................................................................................................

Authorized Signature ...........................................................................................

  

DATA IMPORTER:

Name: Glenn Gaudet

Authorized Signature ...........................................................................................

 

Appendix 2

to the Standard Contractual Clauses

 

This Appendix forms part of the Clauses and must be completed and signed by the parties.

See attached GaggleAMP Information Security Documentation.

 

DATA EXPORTER:

Name: ....................................................................................................................

Authorized Signature ...........................................................................................

  

DATA IMPORTER:

Name: Glenn Gaudet

Authorized Signature ...........................................................................................