Data Protection Addendum

By executing an Order Form under the Agreement that references this Addendum, Customer agrees to be bound by this Addendum.

1. Definitions

In this Addendum, the following terms will have the meanings set out below:

1.1 “Agreement” means the agreement between Customer and Stablemate that sets forth the terms and conditions pursuant to which Customer will access certain Stablemate solutions and contract for certain services from Stablemate.

1.2 “Customer Personal Data”means any Personal Data subject to Data Protection Laws contained in Customer Data and is Processed by Stablemate on Customer’s behalf pursuant to the Agreement.

1.3 “Data Protection Laws” means, as applicable, (i) the EU General Data Protection Regulation (EU 2016/679) (the “EU GDPR”), its incorporation into the laws of England and Wales, Scotland, and Northern Ireland by virtue of the UK European Union (Withdrawal) Act 2018 (the “UK GDPR”); (ii) the Swiss Federal Act on Data Protection (“FADP”); (iii) United States federal and/or state data protection or privacy statutes, including but not limited to the California Consumer Privacy Act of 2018 as amended by The California Privacy Rights Act of 2020 (together with its implementing regulations, the “CPRA”); and/or (iv) any other applicable national legislation in the European Economic Area or United Kingdom which supplements the EU GDPR or UK GDPR (as applicable), and/or the applicable data privacy, and/or data protection laws in the U.S.A., Canada, and Mexico; in each case, as may be amended, superseded or replaced from time to time.

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

1.5 “Data Subject” means the individual who is the subject of Personal Data.

1.6 “EU SCCs” means the Standard Contractual Clauses annexed to the EU Commission’s Implementing Decision 2021/914 of 4 June 2021 on standard contractual clauses for the transfer of Personal Data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council.

1.7 “Personal Data” means “personal data”, “personal information” or “personally identifiable information” or any analogous term under Data Protection Laws, as these terms are defined under Data Protection Laws.

1.8 “Personal Data Breach” means any security breach that Data Protection Laws would require (i) Stablemate to report to Customer or (ii) Customer to report to a Supervisory Authority or affected individuals, or to maintain a record of, that involves Personal Data subject to this Addendum.

1.9 “Processing”means any operation or set of operations which is performed on Personal Data or on sets of Personal Data.

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

1.11 “Supervisory Authority”means a government or regulatory authority responsible for administering, overseeing compliance with, and/or enforcing Data Protection Laws.

1.12 Capitalized terms not otherwise defined herein will have the meaning given to them in the Agreement.

2. Processing of Customer Personal Data

2.1 As between the parties, Stablemate acts as a Processor of the Customer Personal Data on Customer’s behalf. As a Processor, Stablemate will:

2.1.1 Process Customer Personal Data as specifically set forth in the Agreement, this Addendum, Documentation and/or Customer’s documented instructions, or as otherwise required by applicable law to which Stablemate is subject (the “Customer Instructions”). If Stablemate is required by applicable law to Process Customer Personal Data other than in accordance with the Customer Instructions, Stablemate will to the extent permitted by applicable law inform the Customer of that legal requirement before such Processing, unless that law prohibits such information on important grounds of public interest.

2.1.2 Not be responsible for obtaining consent, authorization, approval, or agreement as may be required under applicable laws or policies, or for providing notices with regard to Customer Personal Data, in order to enable Stablemate to receive and Process the Customer Personal Data in accordance with the Agreement. It will be the Customer’s sole responsibility for the accuracy, quality and legality of the Customer Personal Data, the means by which it acquires and uses the Customer Personal Data, and for the Customer Instructions regarding the Processing of Customer Personal Data. Customer shall ensure that its acts or omissions, including its Customer Instructions, do not put Stablemate in breach of any applicable laws or regulations. Where Stablemate believes that an instruction would be in breach of applicable law or if Stablemate determines it can no longer meet its obligations under the CPRA, Stablemate shall notify Customer of such belief without undue delay. Stablemate shall be entitled to suspend performance of such instruction until Customer confirms or modifies such instruction.

3. Stablemate Personnel

3.1 Stablemate will hold Customer Personal Data in confidence pursuant to the confidentiality provisions of the Agreement and will require Stablemate personnel granted access to Customer Personal Data to protect all Customer Personal Data accordingly. Any person entitled to Process Customer Personal Data on behalf of Customer has undertaken a commitment to secrecy or is subject to an appropriate statutory obligation to secrecy. All such secrecy obligations shall survive the termination or expiration of such Processing.

4. Security

4.1 Stablemate will implement appropriate technical and organizational measures designed to safeguard Customer Personal Data and to ensure the adequate protection of Customer Personal Data, which measures shall address the requirements of Data Protection Laws. Stablemate shall at least implement measures contained in the attached Security Description herein as Annex II to the Standard Contractual Clauses. Stablemate may modify such measures from time to time, provided that such modifications will not materially reduce the overall level of protection for Customer Personal Data.

5. Subprocessing

5.1 Customer authorizes each Stablemate affiliates, as well as such other third parties noted in Documentation, to be sub-processors (each a “Sub-processor”). Stablemate may disclose Customer Personal Data to its Sub-processors for the purposes of providing the Products, provided that Stablemate will impose substantially similar obligations on its Sub-processors regarding the security and confidentiality of Customer Personal Data as those set forth in this Addendum to meet the requirements of Data Protection Laws.

5.2 To the extent required under Data Protection Laws, Customer shall be entitled to object to any change of Sub-processors as notified by Stablemate from time to time within thirty (30) calendar days of such notification, and only for materially important reasons. Where Customer fails to object to such change within such period of time, Customer shall be deemed to have consented to such change. Where a materially important reason for such objection exists and is provided in writing to Stablemate, and failing an amicable resolution of this matter by the parties (each Party acting reasonably and in good faith), Customers subject to the EU and UK GDPR may terminate the applicable Order Form(s) in relation only to the impacted features or functionalities of the Products.

5.3 Stablemate will remain responsible for the acts or omissions of Sub-processors to the same extent required by Data Protection Laws as if the acts or omissions were performed by Stablemate (“Sub-processor Liability”), and shall be permitted to re-perform or to procure the re-performance of any obligations. Customer acknowledges and accepts that such re-performance shall diminish any claim that Customer has against Stablemate in respect of any Sub-processor Liability.

6. Data Subject Requests

6.1 Where Stablemate directly receives requests from Data Subjects, or anyone acting on their behalf, to exercise their rights under Data Protection Laws (“Data Subject Request”), and provided Stablemate can reasonably identify from the information provided that such request relates to the Customer and/or Customer Personal Data, then unless prohibited by applicable law, Stablemate will (a) promptly notify Customer of such request; and (b) not respond to any such request unless required by applicable law to which Stablemate is subject, in which case Stablemate will, to the extent permitted by applicable law, inform Customer of that legal requirement before responding to such request. Stablemate may require the Customer to bear the actual costs incurred as a result of the assistance provided in accordance with this Section based on the then currently applicable service rates of Stablemate.

6.2 For avoidance of doubt, Customer is responsible as Controller for responding to Data Subject Requests. Stablemate’s Products include technical and organizational measures that have been designed, taking into account the nature of its Processing, to assist Customer, insofar as this is possible, in fulfilling its obligations to respond to Data Subject Requests.

6.3 If Stablemate receives a request from a law enforcement or government agency for Customer Data, Stablemate will assess its legality and shall comply with it only if and to the extent Stablemate assesses it is valid, lawful, and compulsory (a “Law Enforcement or Government Agency Request”). To the extent Stablemate is legally permitted to do so, Stablemate will inform the Customer and/or, as required, the relevant Supervisory Authority of such Law Enforcement or Government Agency Request and, if relevant, whether Stablemate will comply with any such Law Enforcement or Government Agency Request. To the extent Stablemate is able to identify the relevant Data Subject(s) in scope of any Law Enforcement or Government Agency Request and provided Stablemate acts in accordance with its obligations under the Agreement and applicable Data Protection Laws, Customer may expressly notify or authorize Stablemate in writing to notify the relevant Data Subject(s) of such Law Enforcement or Government Agency Request received in order to enable the Data Subject(s) to seek further information and exercise any available rights. Unless it is legally prohibited from doing so, Stablemate will use reasonable efforts to document and demonstrate to the Customer, upon the Customer’s reasonable request, the actions Stablemate has taken in relation to any Law Enforcement or Government Agency Request.

7. Personal Data Breach

7.1 Stablemate will notify Customer without undue delay upon Stablemate becoming aware of a Personal Data Breach affecting Customer Personal Data. For the avoidance of any doubt, a Personal Data Breach shall not include (i) acts or omissions which do not breach Stablemate’s security or the security of any Sub-processor; or (ii) any access to or Processing of Customer Personal Data that is consistent with Customer Instructions. At Customer’s request, Stablemate will provide reasonable assistance and co-operation to assist Customer in fulfilling any applicable notification obligations under applicable Data Protection Laws with respect to the Personal Data Breach. Stablemate’s notification of, or response to, a Personal Data Breach shall not be construed as an acknowledgement by Stablemate or, if relevant, its Sub-processors of any fault or liability with respect to the performance of Products. Stablemate may require the Customer to bear the actual costs incurred as a result of the assistance provided in accordance with this Section based on the then currently applicable service rates of Stablemate.

8. Data Protection Impact Assessment and Prior Consultation

8.1 At Customer’s request, Stablemate will provide reasonable assistance to Customer with any data protection impact assessments and prior consultations with Supervising Authorities required by Data Protection Laws, in each case solely in relation to Stablemate’s Processing of Customer Personal Data under the Agreement, and taking into account the nature of the Processing and information available to Stablemate. Stablemate reserves the right to charge a reasonable fee for such requested assistance, to the extent permitted by applicable law.

9. Audit rights

9.1 Stablemate may retain independent third-party auditors to prepare a Service Organization Control 2 (Type I or II) report, or other industry-standard successor report (“Report”). Upon Customer’s written request, Stablemate will provide to Customer at no cost a copy of the most recent Report, up to once a year. Such Reports will be Stablemate’s Confidential Information under the confidentiality provisions of the Agreement. Customer agrees that the Reports will be used to satisfy any audit or inspection request by or on behalf of Customer in relation to Data Protection Laws, this Addendum, and/or Agreement.

9.2 If a Report is not available, Customer may request, upon 30 days’ prior written notice and up to once per calendar year, to perform a review at its own expense, with a scope, dates, duration, auditor and any security and/or confidentiality controls to be mutually agreed, of relevant Stablemate policies and procedures governing Stablemate’s handling of Customer Personal Data in connection with the Products, for purposes of verifying Stablemate’s compliance with this Addendum. This review will be conducted in a manner that does not compromise Stablemate’s confidentiality obligations to Stablemate’s other customers. The parties acknowledge and agree that Stablemate’s policies and procedures and all findings of the Customer’s review are Stablemate’s Confidential Information under the confidentiality provisions of the Agreement.

9.3 To the extent required by Data Protection Laws, Customer has the right, upon written notice to Stablemate, to take reasonable and appropriate steps to stop and remediate any use of Customer Personal Data that is in violation of the Agreement.

10. Data Transfers

10.1 Stablemate may transfer Customer Personal Data to any country or territory, as reasonably necessary for the provision of the Products, consistent with this Addendum. To the extent the provision of Products under the Agreement involves a transfer of Customer Personal Data that is protected by Data Protection Laws applicable to the European Union, the United Kingdom, and/or Switzerland, and such Customer Personal Data is transferred to a country that is not recognized by the European Commission (or, in the case of transfers from Switzerland, the competent authority for Switzerland, and transfers from the UK, the competent United Kingdom regulatory authority or governmental body for the United Kingdom) as providing an adequate level of protection under applicable Data Protection Laws, Stablemate and Customer agree to abide by and process Customer Personal Data in compliance with the transfer mechanisms specified below.

10.1.1. Transfers from the EEA: With regards to transfers of Customer Personal Data protected by the EU GDPR, Module Two of the EU SCCs attached hereto (including the annexes attached) shall apply as follows (unless the Customer is a Processor, in which case Module Three applies):

The optional docking clause under Clause 7 of the EU SCCs shall not apply.
For the purposes of clause 8.1(a) of the EU SCCs, the following is deemed to be an instruction by the Customer for Stablemate and its Sub-processors to Process Personal Data: (a) Processing in accordance with the Agreement; (b) Processing initiated by the Customer in their use of the Products; and (c) Processing to comply with other reasonable instructions as provided by Customer from time to time (e.g., via email) where such instructions are consistent with the terms of the Agreement.
The Customer’s right of audit under clause 8.9 of the EU SCCs may be exercised as specified in Section 9 of this Addendum.
Pursuant to clause 9(a) of the EU SCCs, Stablemate’s Affiliates may be retained as Sub-processors, and Stablemate and its Affiliates respectively are generally authorized by Customer and may engage third-party Sub-processors in connection with delivering the Products. Stablemate will make available its then-current list of Sub-processors available to Customer in accordance with Section 5 of this Addendum. Pursuant to clause 9(a) of the EU SCCs, Stablemate may engage new Sub-processors as described in Sections 5.2 of this Addendum. The parties agree that copies of Sub-processor agreements that Stablemate must provide to Customer pursuant to clause 9(c) of the EU SCCs may have all commercial information, or clauses unrelated to the EU SCCs or their equivalent, removed by Stablemate beforehand; and, that such copies will be provided by Stablemate, in a manner to be determined in its discretion, only upon request by Customer. Any such agreements provided to the Customer in accordance with this Section 10.1.1 of this Addendum shall be considered the Confidential Information of Stablemate.
For purposes of clauses 8.5 and 16(d) of the EU SCCs, Stablemate will comply with its obligations to return or destroy all Personal Data as specified in Section 11 of this Addendum.
The optional redress language under Clause 11(a) of the EU SCCs will not apply.
In Clause 17, Option 1 will apply, and the EU SCCs will be governed by the laws of the Republic of Ireland.
In Clause 18(b), the choice of forum and jurisdiction for any disputes shall be resolved before the courts of the Republic of Ireland.
Annex I shall be completed with the information set out in Annex I to this DPA.
Annex II shall be completed with the information set out in Annex II to this DPA.
Annex III shall be completed with the information set out in Annex III to this DPA.

10.1.2. Transfers from Switzerland: With regards to transfers of Stablemate Data protected by the Swiss FADP, the EU SCCs shall apply as specified in section 10.1.1 above, except that:

the competent supervisory authority is the Swiss Federal Data Protection and Information Commissioner;
references to “Member State” in the EU SCCs refer to Switzerland, and data subjects located in Switzerland may exercise and enforce their rights under the EU SCCs in Switzerland; and
references to the “General Data Protection Regulation,” “Regulation 2016/679,” and “GDPR” in the EU SCCs refer to the Swiss FADP (as amended or replaced).

10.1.3. Transfers from the UK.: With regards to transfers of Stablemate Data protected by the UK GDPR, the UK Addendum to the EU Standard Contractual Clauses (“UK Addendum”) issued by the Information Commissioner’s Office (“ICO”) under s.119A(1) of the Data Protection Act 2018 is hereby incorporated and shall apply as follows:

the EU SCCs, completed as set out in section 10.1.1 above and as attached hereto, shall also apply to transfers of such Customer Personal Data;
the UK Addendum shall be deemed executed between Stablemate and Customer and the EU SCCs shall be deemed amended as specified by the UK Addendum in respect of the transfer of such Customer Personal Data; and
the competent supervisory authority for such Stablemate Data protected by the UK GDPR shall be the ICO.

10.2: If, in the performance of this Addendum, Stablemate transfers any Personal Data to a Sub-processor that Processes Personal Data outside the European Union, Switzerland or the United Kingdom, then Stablemate will in advance of any such transfer ensure that a mechanism to achieve adequacy in respect of that Processing is in place, such as: (a) the requirement for Stablemate to execute or procure that the third-party execute Standard Contractual Clauses; or (b) any other specifically approved safeguard for data transfers (as recognised under Data Protection Laws) and/or a European Commission finding of adequacy.

10.3: To the extent the transfer mechanism relied on for any extra-territorial Personal Data transfers from a Customer in the European Union, Switzerland, or the United Kingdom, as applicable, hereunder to a location that is no longer deemed to provide an adequate level of protection under applicable Data Protection Laws, the Parties will promptly meet, within 60 days of Stablemate being made aware of such inadequacy, to discuss and agree an alternative transfer mechanism or alternative supplementary measures in line with relevant guidance provided in respect of Data Protection Laws as soon as reasonably possible. Stablemate shall use reasonable efforts to monitor the effectiveness of its supplementary measures, and may make any appropriate changes or adjustments it deems necessary (acting reasonably and in good faith).

10.4: Stablemate remains certified under the E.U.-U.S., the UK Extension to the E.U.-U.S., and Swiss-U.S. Data Privacy Frameworks.

10.5: It is not the intention of the Customer or Stablemate to contradict or restrict any of the provisions set forth in the EU SCCs and UK Addendum and, accordingly, if and to the extent the EU SCCs and/or UK Addendum conflict with any provisions of the Agreement, the EU SCCs and/or UK Addendum shall prevail to the extent of such conflict.

11. Retrieval and Deletion of Customer Personal Data

11.1 Customer hereby acknowledges and accepts the functionality of the Products and the data retention and deletion policies as provided to Customer by Stablemate, which may impact Customer Personal Data. Stablemate will enable Customer to delete Customer Personal Data during the term of the Agreement in a manner consistent with the functionality of the Products. Upon termination or expiration of the Agreement, Customer may retrieve its Customer Personal Data in accordance with the Agreement and Stablemate will promptly delete Customer Personal Data from its systems following such retrieval period, unless otherwise stated in the Agreement or applicable law requires storage of the Customer Personal Data.

12. Liability

12.1 Any claims brought under this Addendum (including under the Standard Contractual Clauses) shall be subject to the terms and conditions, including but not limited to, the exclusions and limitations of liability set forth in the Agreement.

13. Additional California-Specific Provisions

13.1 To the extent that Customer Personal Data relates to California residents, Stablemate is a service provider, as defined by the CPRA, of the Customer.

13.2 To the extent that Customer Personal Data relates to California residents, Stablemate will not retain, use, sell, share, or otherwise disclose Customer Personal Data (including for any commercial purpose or other purpose outside of the direct business relationship between the parties) other than as allowed by law or as needed to provide and support the Products, as set forth in the Agreement. For purposes of this section, the terms “sell” and “share” shall have the meaning given to them in the CPRA.

13.3 To the extent that Customer Personal Data relates to California residents, Stablemate will comply with any applicable restrictions under the CPRA on combining such Customer Personal Data that Stablemate receives from, or on behalf of, Customer with Personal Data that Stablemate receives from, or on behalf of, another person or persons, or that Stablemate collects from any interaction between it and a Data Subject.

13.4 To the extent that Customer Personal Data relates to California residents, Stablemate will comply with the CPRA and, taking into consideration Stablemate’s role in the Processing, provide the level of protection for the relevant Customer Personal Data required by the CPRA.

14. Changes in Data Protection Laws

If a new Data Protection Law becomes effective and is applicable to Stablemate, Stablemate and Customer will take all reasonable steps required by such Data Protection Law to ensure the parties’ ability to comply with their respective obligations under applicable Data Protection Laws.

Standard

Contractual Clauses

Module Two - Transfer 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 or “GDPR”)(1) for the transfer of personal 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”).

(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, 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 8.1(b), 8.9(a), (c), (d) and (e); (iii) Clause 9(a), (c), (d) and (e); (iv) Clause 12(a), (d) and (f); (v) Clause 13; (vi) Clause 15.1(c), (d) and (e); (vii) Clause 16(e); (viii) 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 – Intentionally Omitted

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 their 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(2) (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:

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

(b) 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;

(c) 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

(d) 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 an agreed list. 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 at least 10 calendar days in advance, 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.

(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

(a) Where the data exporter is established in an EU Member State: The supervisory authority with responsibility for ensuring compliance by the data exporter with Regulation (EU) 2016/679 as regards the data transfer, as indicated in Annex I.C, shall act as competent supervisory authority.
Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) and has appointed a representative pursuant to Article 27(1) of Regulation (EU) 2016/679: The supervisory authority of the Member State in which the representative within the meaning of Article 27(1) of Regulation (EU) 2016/679 is established, as indicated in Annex I.C, shall act as competent supervisory authority. Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) without however having to appoint a representative pursuant to Article 27(2) of Regulation (EU) 2016/679: 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(3);
(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

ANNEX I

A. LIST OF PARTIES

Data exporter(s):

Name: Customer, as detailed in the relevant Order Form (notwithstanding that Customer may be an entity or entities located outside of the European Union/Switzerland/the UK, as applicable)

Address: As detailed in the relevant Order Form

Contact person’s name, position and contact details: FAO DPO, Privacy/ Legal Team

Activities relevant to the data transferred under these Clauses: As detailed in Annex I.B

Role: Controller

Data importer(s):

Name: Stablemate Ltd.

Address: [ADDRESS]

Contact person’s name, position and contact details: legalnotices@Stablemate.com

Activities relevant to the data transferred under these Clauses: As detailed in Annex I.B

Role: Processor

B. DESCRIPTION OF TRANSFER

Categories of data subjects whose personal data is transferred

Data subjects include the individuals whose Personal Data is provided to Stablemate via the Products by (or at the direction of) Customer or by any employee or end user of the Customer which may include, but is not limited to Personal Data relating to users, employees, officers, directors, contractors, agents, vendors, customers, clients, visitors, and such other individuals who may be captured by the Products; the extent of which, in each and every case, is determined and controlled by the data exporter in its sole discretion, depending on its use of the Products.

Categories of personal data transferred

Personal Data relating to individuals provided to Stablemate via the Products, by (or at the direction of) Customer or by any employee or end user of the Customer which may include, but is not limited to Personal Data relating to the following categories of Personal Data: names, contact information (e.g., company, email, address, telephone number), ID data, connection data, location data, profile pictures, images and video captured by or uploaded to the Products; the extent of which, in each and every case, is determined and controlled by the data exporter in its sole discretion, depending on its use of the Products.

Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialised training), keeping a record of access to the data, restrictions for onward transfers or additional security measures.

Data exporter may submit special categories of data to the Products and/or Stablemate may create special categories of data within the Products, the extent of which is determined and controlled by the data exporter in its sole discretion, depending on its use of the Products. If applicable, data exporter agrees that it has reviewed and assessed the restrictions and safeguards applied to such special categories of Personal Data, including the measures described in Annex II of the Addendum, and has determined that such restrictions and safeguards are sufficient for the purposes of complying with Data Protection Laws.

The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis).

Stablemate will Process Customer Personal Data for as long as is necessary in order to provide the Products to the Customer in accordance with, and as otherwise permitted by, the Agreement, and for any disclosures compelled by law.

Nature of the processing

Stablemate will Process Customer Personal Data for the purposes of providing the Products to the Customer in accordance with, and as otherwise permitted by, the Agreement, and for any disclosures compelled by law.

Purpose(s) of the data transfer and further processing

The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period

The term of the Agreement plus the period from the expiry or termination of the Agreement until deletion of all Customer Data by Stablemate in accordance with the Agreement. Specific Customer Personal Data may have specific data retention and deletion policies in place (e.g., video data from dash cameras utilized by the customers located in the EEA, which is uploaded to the Hosted Software have a six months retention policy and deletion schedule in place as a default setting; which the Customer accepts, which can be amended due to Customer requirements).

For transfers to (sub-)processors, also specify subject matter, nature and duration of the processing

As detailed here. You can also opt-in to receive updates to Sub-processors via that link.

C. COMPETENT SUPERVISORY AUTHORITY

Identify the competent supervisory authority/ies in accordance with Clause 13

Where the data exporter is established in an EU Member State: The supervisory authority with responsibility for ensuring compliance by the data exporter with Regulation (EU) 2016/679 as regards the data transfer, shall act as competent supervisory authority.

Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) and has appointed a representative pursuant to Article 27(1) of Regulation (EU) 2016/679: The supervisory authority of the Member State in which the representative within the meaning of Article 27(1) of Regulation (EU) 2016/679 is established, shall act as competent supervisory authority.

Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) without however having to appoint a representative pursuant to Article 27(2) of Regulation (EU) 2016/679: 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, shall act as competent supervisory authority.

ANNEX II

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

Stablemate, taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of the Processing as well as the risk of varying likelihood and severity for the legally protected interests of natural persons, shall implement the necessary technical and organizational measures to ensure a level of security appropriate to the risk when Processing Personal Data, in particular as regards the processing of special categories of Personal Data.

These measures may include pseudonymization and encryption of personal data, if such means are possible in view of the purposes of Processing.

In particular:

Stablemate takes steps to restrict access to Customer Personal Data to Customer, its users, and authorized Stablemate personnel and Sub-processors. In addition, Stablemate has processes designed to protect its systems containing or accessing the Customer’s Personal Data against Personal Data Breaches. The underlying infrastructure leverages Amazon AWS, which is ISO 27001 and SOC 1 Type II certified. Network devices, including firewall and other boundary devices, are in place to monitor and control communications at the external boundary of the network and at key internal boundaries within the network. These boundary devices employ rule sets, access control lists (ACL), and configurations to enforce the flow of information to specific information system services. ACLs, or traffic flow policies, are established on each managed interface, which manage and enforce the flow of traffic.

Data is logically separated across distributed databases with required authentication checks for every application-layer and data-layer access made to any tenant’s data. The logical separation is designed to associate data with exactly one customer and required authentication checks at the application and data layers aim to isolate data by customer and accounts provisioned for that customer.

The Products employ a Virtual Private Cloud to provide resource isolation and minimize attack surface area. The Products are protected by IP- and port-based firewalls. Administrative access to Stablemate’s infrastructure is restricted and verified by AWS Identity and Access Management. Distributed Denial of Service (DDoS) attacks can be mitigated with elastic load balancing and highly available DNS services.

When a storage device containing Customer Personal Data has reached the end of its useful life, procedures include a decommissioning process that is designed to prevent the data from being exposed to unauthorized individuals. Techniques detailed in DoD 5220.22-M (“National Industrial Security Program Operating Manual “) or NIST 800-88 (“Guidelines for Media Sanitization”) are used to destroy data as part of the decommissioning process. All decommissioned magnetic storage devices are degaussed and physically destroyed in accordance with industry-standard practices.

Stablemate implements measures designed to enhance the physical security of its networks, servers, cloud and other information systems in which Customer Data is stored, processed, transmitted, or accessed and to maintain them in a secure manner that satisfies the requirements of this Appendix.

Stablemate reviews information technology security measures annually. On an annual basis a qualified independent third-party conducts penetration tests of Stablemate’s system for security vulnerabilities. Stablemate maintains suitable processes to identify, isolate and remediate security vulnerabilities.

ANNEX III

LIST OF SUB-PROCESSORS

The controller has authorised the use of the sub-processors listed here.

Footnotes:

(1) Where the data exporter is a processor subject to Regulation (EU) 2016/679 acting on behalf of a Union institution or body as controller, reliance on these Clauses when engaging another processor (sub-processing) not subject to Regulation (EU) 2016/679 also ensures compliance with Article 29(4) of Regulation (EU) 2018/1725 of the European Parliament and of the Council of 23 October 2018 on the protection of natural persons with regard to the processing of personal data by the Union institutions, bodies, offices and agencies and on the free movement of such data, and repealing Regulation (EC) No 45/2001 and Decision No 1247/2002/EC (OJ L 295, 21.11.2018, p. 39), to the extent these Clauses and the data protection obligations as set out in the contract or other legal act between the controller and the processor pursuant to Article 29(3) of Regulation (EU) 2018/1725 are aligned. This will in particular be the case where the controller and processor rely on the standard contractual clauses included in Decision 2021/915.
(2) The Agreement on the European Economic Area (EEA Agreement) provides for the extension of the European Union’s internal market to the three EEA States Iceland, Liechtenstein and Norway. The Union data protection legislation, including Regulation (EU) 2016/679, is covered by the EEA Agreement and has been incorporated into Annex XI thereto. Therefore, any disclosure by the data importer to a third party located in the EEA does not qualify as an onward transfer for the purpose of these Clauses.
(3) As regards the impact of such laws and practices on compliance with these Clauses, different elements may be considered as part of an overall assessment. Such elements may include relevant and documented practical experience with prior instances of requests for disclosure from public authorities, or the absence of such requests, covering a sufficiently representative time-frame. This refers in particular to internal records or other documentation, drawn up on a continuous basis in accordance with due diligence and certified at senior management level, provided that this information can be lawfully shared with third parties. Where this practical experience is relied upon to conclude that the data importer will not be prevented from complying with these Clauses, it needs to be supported by other relevant, objective elements, and it is for the Parties to consider carefully whether these elements together carry sufficient weight, in terms of their reliability and representativeness, to support this conclusion. In particular, the Parties have to take into account whether their practical experience is corroborated and not contradicted by publicly available or otherwise accessible, reliable information on the existence or absence of requests within the same sector and/or the application of the law in practice, such as case law and reports by independent oversight bodies.