Data Processing Addendum

Annex 1

This Data Processing Addendum including the Schedules and Annexes hereto (”DPA”), forming part of the Agreement (“Agreement”), is effective on the earlier of: (a) the date that the Order Form is fully executed by the parties, or (b) Customer’s initial access to and use of the Services (the “Effective Date”), and entered into by and between:

a. Pocus, Inc., a Delaware corporation, with offices at 2261 Market Street #4419, San Francisco, CA 94114 (“Pocus”) and;
b. The entity that has executed an Order Form (as defined in our terms of service) that references and incorporates these Terms by reference, (the “Customer”).

(each a “Party” and together, “Parties”).

WHEREAS

(A) The Customer acts as a Data Controller.
(B) Pocus acts as Data Processor.
(C) The Customer wishes to contract certain Services as set forth in the Agreement, which imply the Processing of Personal Data by the Data Processor. Further details of the Processing are set out in Schedule 1 to this DPA.
(D) The Parties seek to implement a data processing agreement that complies with the requirements of current applicable legal frameworks in relation to data processing, including the 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, and repealing Directive 95/46/EC (General Data Protection Regulation).
(E) The Parties wish to lay down their rights and obligations.

IT IS AGREED AS FOLLOWS:

1. DEFINITIONS.

‍Capitalized terms shall have the meaning set forth in this Section 1 or as otherwise defined in other sections of this DPA. Unless the context requires otherwise, capitalized terms that are not defined herein, shall have the same meaning set forth in the Agreement.

"Data Controller” means the entity which, alone or jointly with others, determines the purposes and means of the Processing of Personal Data.
“DPA” means this Data Processing Agreement and all Schedules.
“Data Subject Request” means: (i) a request by or on behalf of a Data Subject to exercise that Data Subject’s rights under Data Protection Laws in respect of that Data Subject’s Customer Personal Data, including, without limitation, the right to access, correct, amend, transfer, obtain a copy of, object to the processing of, block or delete such Customer Personal Data; or (ii) a complaint from a Data Subject in relation to Customer, the Customer Personal Data, the Services or the Agreement.
“CCPA” or “CPRA” means the California Consumer Privacy Act of 2018 (California Civil Code §§ 1798.100 et seq.) (the “CCPA”) and the California Privacy Rights Act of 2020 (the “CPRA”).
“Customer Personal Data” means any Personal Data Processed by a Contracted Processor on behalf of Customer pursuant to or in connection with Pocus’s performance of the Services, including any such Personal Data comprised within Customer Data as defined in the Agreement.
“Contracted Processor” means Pocus or any Subprocessor.
“Data Protection Laws” means all laws and regulations applicable to the Processing of Personal Data under the Agreement, including (if and to the extent applicable): the CCPA; the FADP, the UK GDPR; and the GDPR and other laws and regulations of the European Union, the EEA and their member states relating to data protection; along with any guidance or opinions issued by any Regulator.
“Data Subject” means the individual to whom Customer Personal Data relates.
“EEA” means the European Economic Area.
“FADP” means the Swiss Federal Act on Data Protection as may be amended from time to time.
“FDPIC” means the Swiss Federal Data Protection and Information Commissioner.
“GDPR” mean, as and where applicable to Processing concerned: (i) the General Data Protection Regulation (Regulation (EU) 2016/679) (“EU GDPR”); and/or (ii) the EU GDPR as it forms part of UK law by virtue of section 3 of the European Union (Withdrawal) Act 2018 (as amended, including by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019) (“UK GDPR”), including, in each case (i) and (ii) any applicable national implementing or supplementary legislation (e.g., the UK Data Protection Act 2018), and any successor, amendment or re-enactment, to or of the foregoing. References to “Articles” and “Chapters” of, and other relevant defined terms in, the GDPR shall be construed accordingly.
“Personal Data” means any information that: (i) identifiesor could reasonably be used to identify a particular individual or household; or (ii) constitutes “personal data,” “personal information” or similar term defined in Data Protection Laws.
“Personal Data Breach” means any “Personal Data Breach” as defined in GDPR or other incident that has resulted in any accidental, unauthorised or unlawful destruction, loss, alteration, disclosure of, access to, use of or encryption of Personal Data. For clarity, Personal Data Breach does not include unsuccessful attempts or activities that do not compromise the security of Customer Personal Data (such as unsuccessful log-in attempts, pings, port scans, denial of service attacks, or other network attacks on firewalls or networked systems).
“Processing” or “Process” means any operation or set of operations which is performed by or on behalf of Pocus on Personal Data, whether or not by automated means, such as collection, recording, organization, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction.
“Processor” means the entity which Processes Personal Data on behalf of the Data Controller.
"Regulator” means any data protection authority or other regulatory, governmental or supervisory authority with authority over all or any part of: (a) the provision or receipt of the Services; (b) the Processing of Personal Data in connection with the Services; or (c) Pocus’s or Customer’s business or personnel relating to the Services. “Restricted Transfer” means the disclosure, grant of access or other transfer or transmission of Personal Data to any person in either: (a) in the context of the United Kingdom, a country or territory outside the UK (“UK Restricted Transfer”); (b) in the context of the EEA, a country or territory outside the EEA (“EU Restricted Transfer”); and/or (c) in the context of Switzerland, a country or territory outside of Switzerland (“Swiss Restricted Transfer”), which the Relevant Body has not deemed to provide an ‘adequate’ level of protection for Personal Data pursuant to a decision made or approved under Article 45 of the GDPR and which requires a ‘transfer mechanism’ under Chapter V to comply with the GDPR.
“Security Measures” has the meaning provided in Section 5 of this DPA.
“Service Provider” has the meaning given to it in the CCPA.
“Services” means the services, including the Customer Platform, provided to Customer pursuant to the Agreement.
“Subprocessor” means another Processor engaged by or on behalf of Pocus (including a third party or affiliate of Pocus but excluding an employee of Pocus or any of its sub-contractors) that will Process Personal Data as part of the performance of the Services.
“Standard Contractual Clauses” or “SCCs” means the standard contractual clauses approved by the European Commission pursuant to implementing Decision (EU) 2021/914.
“UK Addendum” means the template Addendum B.1.0 issued by the ICO and laid before Parliament in accordance with s119A of the Data Protection Act 2018 on 2 February 2022, as it is revised under Section ‎‎18 of the Mandatory Clauses included in Part 2 thereof.
“UK” means The United Kingdom of England and Wales, Scotland and Northern Ireland.

2. PROCESSING OF CUSTOMER PERSONAL DATA.

Depending on which Data Protection Laws apply, with respect to the Processing of Customer Personal Data in performance of the Services:
- Pocus shall be a Service Provider; and/or
- Customer shall be a Data Controller and Pocus shall be a Data Processor acting on Customer’s behalf.
Pocus shall:
- comply with applicable Data Protection Laws when Processing Customer Personal Data and shall comply with its obligations in this DPA;
- Process and permit the Processing of Customer Personal Data only on Customer’s behalf and only as and to the extent: (i) necessary for the purposes of fulfilling its obligations under the Agreement; and (ii) for the specific purposes as set out in the Agreement. Pocus shall not Process Customer Personal Data other than on the Customer’s documented instructions, including the Agreement, unless Pocus reasonably believes that such documented instructions are unlawful or infringe applicable Data Protection Laws. In the case of Pocus believing that the Customer’s documented instructions are unlawful or infringe applicable Data Protection Laws, Pocus shall immediately inform the Customer of such belief and Pocus shall consider, in good faith, entering into further agreements as requested by Customer which are required to comply with Data Protection Laws; and
- with respect to any Customer Personal Data that constitutes “personal information” under, and is subject to, the CCPA: (i) other than as expressly permitted by this DPA or by Data Protection Laws, not sell, share, disclose, transfer or otherwise make available Customer Personal Data in exchange for monetary or other valuable consideration to any third parties, (ii) not combine Customer Personal Data with any other information it collects from another client or individual, (iii) not retain, use or disclose any such personal information for any purpose other than for the specific purpose of providing the Services, including retaining, using or disclosing the personal information for a commercial purpose other than the provision of the Service, and (iv) not retain, use or disclose the personal information outside of the direct business relationship between Pocus and Customer. Pocus hereby certifies that it understands its obligations under this Section 2.2(c) and will comply with them.
The subject-matter, nature and purpose of the Processing to be undertaken by Pocus and the types of Customer Personal Data and categories of Data Subjects involved are specified in Schedule 1.

3. DATA PROCESSOR PERSONNEL.

Pocus shall take reasonable steps to ensure that any employee, agent, or contractor of Pocus or its Subprocessors, who may have access to the Customer Personal Data, are subject to confidentiality undertakings or professional or statutory obligations of confidentiality to protect the Customer Personal Data.

4. CUSTOMER’S RESPONSIBILITIES.

Customer agrees that Customer is solely responsible for its use of the Services, including (a) making appropriate use of the Services to maintain a level of security appropriate to the risk in respect of the Customer Personal Data; (b) securing the account authentication credentials, systems and devices Customer uses to access the Services; (c) securing Customer’s systems and devices that Vendor uses to provide the Services; and (d) backing up Customer Personal Data.
Customer shall ensure: (a) that there is, and will be throughout the term of the Agreement, a valid legal basis for the Processing by Pocus and its Subprocessors of Customer Personal Data in accordance with this DPA and the Agreement (including, any and all instructions issued by Customer from time to time in respect of such Processing) for the purposes of all Data Protection Laws; and (b) that all Data Subjects have (i) been presented with all required notices and statements and (ii) provided all required consents, in each case (i) and (ii), relating to the Processing by Pocus and its Subprocessors of Customer Personal Data.
Customer agrees that the Services, the Security Measures, and Pocus’s commitments under this DPA are adequate to meet Customer’s needs, including with respect to any security obligations of Customer under Data Protection Laws, and provide a level of security appropriate to the risk in respect of the Customer Personal Data.
Customer shall not provide or otherwise make available to Pocus any Customer Personal Data that contains any (a) Social Security numbers or other government-issued identification numbers; (b) protected health information subject to the Health Insurance Portability and Accountability Act (HIPAA) or other information regarding an individual’s medical history, mental or physical condition, or medical treatment or diagnosis by a health care professional; (c) health insurance information; (d) biometric information; (e) passwords to any online accounts; (f) credentials to any financial accounts; (g) tax return data; (h) any payment card information subject to the Payment Card Industry Data Security Standard; (i) Personal Data of children under 13 years of age; or (j) any other information that falls within any special categories of personal data (as defined in GDPR) and/or data relating to criminal convictions and offences or related security measures.

5. SECURITY.

Taking into account the state of the art, the costs of implementation and the nature, scope, context, and purposes of Processing Customer Personal Data, as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, Pocus shall in relation to the Customer Personal Data implement reasonable technical and organisational measures designed to ensure a level of security appropriate to that risks set out in Annex II to the Appendix to the Standard Contractual Clauses (the “Security Measures”).

6. SUBPROCESSING.

The Customer agrees that Pocus may engage Subprocessors to Process Customer Personal Data subject to Pocus first receiving the Customer’s prior specific or general authorization in accordance with the process set forth in this Section 6. The Customer authorizes Pocus to appoint Subprocessors in accordance with all applicable terms of this Section 6 and any restrictions in the Agreement.
Pocus is specifically authorized to use those Subprocessors already engaged by Pocus as at the date of this DPA which are listed at Schedule 2 to this DPA, which constitutes the agreed list as at the date of this DPA for the purposes of Clause 9(a) of the Standard Contractual Clauses. Upon reasonable request, Pocus shall promptly provide Customer with a current list of the names and contract information of any Subprocessors.
If Pocus wishes to engage a new Subprocessor:
- Pocus shall inform the Customer of the engagement by sending an email notification to Customer with an updated copy of the Subprocessor List to Customer’s contact point as shown in the Agreement; or if the Agreement does not include the contact details, Customer’s contact details submitted by Customer and associated with Customer’s account for the Services – unless otherwise notified to info@pocus.com.
- the Customer may object to the engagement of such new Subprocessor by informing Pocus in writing within 14 (fourteen) days of Pocus’ email provided that such objection is made on reasonable grounds. If the Customer does not object in writing within the specified time period, the engagement of the new Subprocessor shall be deemed accepted by the Customer. If Customer objects in writing to Pocus's proposed use of a new Subprocessor, Pocus shall use reasonable efforts to determine a way of preventing such objected to Subprocessor from Processing Customer Personal Data without materially and adversely impacting Pocus’s business, the Services or Customer. If Pocus determines that it cannot avoid such a material adverse impact despite such reasonable efforts, Pocus shall notify Customer of such determination. Upon receipt of such notice, Customer and Pocus shall engage in good faith negotiations to attempt to resolve or mitigate the material adverse impact. Failing satisfactory resolution of those negotiations within a reasonable period of time, Customer may terminate the Agreement without penalty or liability (other than for fees due and owing to Pocus for Services performed prior to such termination) effective immediately upon written notice of such termination to Pocus. Pocus shall promptly refund Customer any prepaid fees for the period following the effective date of termination.
With respect to each Subprocessor (which, for the purposes of this Section 6.4 includes new Subprocessors engaged in accordance with Section 6.3), Pocus shall ensure that the arrangement between Pocus and the relevant Subprocessor is governed by a written contract including terms no less protective of Customer Personal Data than those set out in this DPA and, if and to the extent applicable, that meets the requirements of Data Protection Laws.
Without limiting any other terms of the Agreement regarding subcontracting, when engaging a Subprocessor to Process Customer Personal Data, Pocus shall:
- inform the Subprocessor that it acts as a Processor under the instructions of Customer; and
- remain liable to Customer for the Subprocessor’s performance of the Services and promptly notify Customer of any material failure by the Subprocessor to fulfil its obligations with respect to the performance of the Services.

7. DATA SUBJECT RIGHTS.

Taking into account the nature of the Processing of Customer Personal Data, Pocus shall reasonably assist the Customer by implementing reasonable technical and organisational measures, insofar as this is possible, for the fulfilment of the Customer’s obligations, as reasonably understood by Customer, to respond to Data Subject Requests related to Customer Personal Data under the Data Protection Laws.
Pocus shall:
- following Pocus’s receipt of a Data Subject Request, notify Customer of the receipt of that Data Subject Request within five (5) business days; and
- ensure that it does not respond to that request other than to advise the Data Subject to submit the request to Customer, except on the documented instructions of Customer or as required by applicable Data Protection Laws to which Pocus is subject.

8. PERSONAL DATA BREACH AND NOTIFICATION.

Pocus shall notify Customer without undue delay, and in any event within 72 hours, upon Pocus becoming aware of a Personal Data Breach affecting Customer Personal Data, providing Customer with information (insofar as such information is within Pocus’s possession and knowledge and does not otherwise compromise the security of any Personal Data processed by Pocus) to allow the Customer to meet any obligations to notify, report, or inform Data Subjects and Regulators of the Personal Data Breach under the Data Protection Laws. Pocus’s notification of or response to a Personal Data Breach shall not be construed as Pocus’s acknowledgment of any fault or liability with respect to the Personal Data Breach.
Pocus shall reasonably co-operate with the Customer and, at Pocus’s expense (subject to the Agreement’s limitations of liability and other agreements between the parties to cover costs of Pocus and unless the Personal Data Breach was the result of or arose from the acts or omissions of Customer or its affiliates, in which case at Customer’s expense), take reasonable steps as are directed by Customer to assist in the investigation, mitigation, and remediation of each such Personal Data Breach. Pocus shall promptly investigate any suspected Personal Data Breach. Customer is solely responsible for complying with notification laws applicable to Customer and fulfilling any third-party notification obligations related to any Personal Data Breaches.
Pocus shall implement and maintain reasonable technical, physical, administrative and organisational measures designed to ensure the confidentiality, integrity, availability and resilience of Pocus systems used for Processing Customer Personal Data and to protect against Personal Data Breaches.

9. DATA PROTECTION IMPACT ASSESSMENT AND PRIOR CONSULTATION.

‍‍At Customer’s cost, Pocus shall provide reasonable assistance to the Customer with any data protection impact assessments, and prior consultations with Regulators or other competent data privacy authorities, which Customer reasonably considers to be required, including by Articles 35 or 36 of the GDPR or equivalent provisions of any other Data Protection Law, in each case solely in relation to Processing of Customer Personal Data by, and taking into account the nature of the processing and information available to, the Contracted Processors. Pocus shall promptly notify Customer of any complaints received or any notices of investigation or non- compliance from any Regulator relating to the Processing of Customer Personal Data. Unless otherwise required by applicable law, Customer will handle all communications and correspondence with Regulators relating to Customer Personal Data. At Customer’s cost, Pocus shall reasonably cooperate with Customer and the relevant Regulator in the event of any investigation or litigation concerning Customer Personal Data and shall abide by the advice of the relevant Regulator with regard to the Processing of such Customer Personal Data

10. DELETION OR RETURN OF CUSTOMER PERSONAL DATA.

‍Pocus shall promptly and in any event within 14 days of the earlier of the termination of the Agreement and the end of Processing of the Customer Personal Data: (i) delete or irreversibly anonymize the Customer Personal Data and all copies of the Customer Personal Data; and/or (ii) return all Customer Personal Data and copies of the Customer Personal Data to the Customer by secure file transfer in a standardized and non-proprietary format. Upon Customer’s written request, Pocus shall certify via written letter sent by mail or electronic mail from a company officer that it has complied with this requirement.

11. AUDIT RIGHTS.

Subject to this Section 11, Pocus shall make available to the Customer on written request information reasonably necessary to demonstrate compliance with this DPA, and shall reasonably allow for and contribute to audits, including inspections, by the Customer or an auditor mandated by the Customer in relation to the Processing of the Customer Personal Data by the Contracted Processors.
Customer shall give Pocus reasonable advance notice of any audit or inspection to be conducted under Section 11.1, and shall make (and ensure that each of its mandated auditors makes) reasonable efforts to avoid causing (or, if it cannot avoid, to minimize) any damage, injury, or disruption to Pocus’ premises, equipment, personnel, and business in the course of such an audit or inspection. Pocus need not give access to its premises for the purposes of such an audit or inspection:
- to any individual unless he or she produces reasonable evidence of identity and authority;
- outside normal business hours at those premises, unless the audit or inspection needs to be conducted on an emergency basis in response to the request of a Regulator related to Customer Personal Data or in response to a Personal Data Breach affecting Customer Personal Data, provided Customer has informed Pocus that this is the case before attendance outside those hours begins;
- for the purposes of more than one audit or inspection in any calendar year, except for any additional audits or inspections which Customer is required to carry out pursuant to Data Protection Law, a request from a Regulator, or any similar regulatory authority responsible for the enforcement of Data Protection Laws in any country or territory, where the Customer has identified its concerns or the relevant requirement or request in its notice to Pocus of the audit or inspection.
Subject to Customer’s prior written consent, Customer shall reimburse Pocus for any time expended for any such on-site audit, if applicable, at Pocus’ then-current professional services rate, which shall be made available to Customer upon request. Prior to any such on site audit, Customer and Pocus shall mutually agree on the scope, timing, and duration of the audit in addition to the reimbursement rate for which Customer shall be responsible. All reimbursement rates shall be reasonable, taking into account the resources expended by Pocus. Customer shall promptly notify Pocus with information regarding any non-compliance with this DPA by Pocus during the course of an audit. Pocus shall promptly remedy any material non-compliance at its own expense.
The Customer must provide Pocus with any audit reports generated in connection with any audit at no charge unless prohibited by applicable law. The Customer may use audit reports only for the purposes of meeting its audit requirements under the Data Protection Laws and/or confirming compliance with the requirements of this DPA. The audit reports shall be confidential.
Nothing in this Section 11 shall require Pocus to breach any confidentiality owed to any of its clients, employees, or Subprocessors.
In accordance with Section 2.2(b) of this DPA, Pocus shall immediately inform Customer if, in its opinion, an instruction pursuant to this Section 11 infringes any Data Protection Laws.

12. CROSS-BORDER TRANSFERS.

Pocus shall not Process Customer Personal Data outside the country in which it is received by Pocus or its permitted Subprocessors from Customer or its affiliates other than in compliance with Data Protection Laws. The parties acknowledge that the transmission of Customer Personal Data to Pocus by Customer may be subject to Data Protection Laws and may require Pocus to enter into an appropriate data transfer agreement or additional terms with Customer to achieve compliance.
To the extent that any Processing of Customer Personal Data under this DPA involves an EU Restricted Transfer from Customer to Pocus, the Parties agree that Annex 2 shall be deemed incorporated by reference into and form part of this Addendum.
When the Customer initiates an EU Restricted Transfer to Pocus, the Controller-to-Processor Clauses (Module 2) of the Standard Contractual Clauses shall apply.
Pocus may on notice vary this DPA and replace the relevant SCCs with: (i) any new form of the relevant SCCs or any replacement therefor prepared and populated accordingly (e.g., standard data protection clauses adopted by the European Commission for use specifically in respect of transfers to data importers subject to Article 3(2) of the EU GDPR); or (ii) another transfer mechanism, other than the SCCs, that enables the lawful transfer of Customer Personal Data under this Addendum in compliance with Chapter V of the GDPR.
The UK Information Commissioner Office’s international data transfer addendum to the European Commission’s standard contractual clauses for international data transfers set out in Annex 3 (“UK Addendum”) shall apply to the extent that any Processing of Customer Personal Data under this DPA involves an UK Restricted Transfer from Customer to Pocus.
When the Customer initiates an UK Restricted Transfer to Pocus, the Parties shall comply with their respective obligations set out in the UK Addendum:
- which is hereby deemed entered into by the Parties and incorporated into this Addendum; and
- the Parties agree that the manner of the presentation of the information included in the UK Addendum shall not operate or be construed so as to reduce the Appropriate Safeguards (as defined in Section 3 of Part 2 of the UK Addendum).
To the extent that any Processing of Customer Personal Data under this DPA involves a Swiss Restricted Transfer from Customer to Pocus, the SCCs entered into pursuant to and in accordance with this Paragraph 12 in relation to a relevant Restricted Transfer shall apply, and the following terms are deemed to have the following substituted meanings:
- “GDPR” means the FADP;
- “European Union”, “Union” and “Member State(s)” each means Switzerland; and
- “supervisory authority” means the FDPIC.
In respect of any Swiss Restricted Transfers, nothing in any applicable SCCs (as deemed amended pursuant to Paragraph 12.7 should be interpreted or construed in such a way as would limit or exclude the rights of Data Subjects under Clause 18(c) of those SCCs (as deemed amended pursuant to Paragraph 12.7) to bring legal proceedings against the relevant entity before the courts in Switzerland where Switzerland is that Data Subject’s place of habitual residence.
The Parties acknowledge and agree that Customer is acting as the data exporter and Pocus is acting as the data importer under this DPA and for the purposes of the Standard Contractual Clauses.
Pocus:
- shall reasonably assist Customer to ensure compliance with Data Protection Law and other applicable law for the transfer of Customer Personal Data of Data Subjects located in the UK, Switzerland or the EEA to third countries.
- Shall implement reasonable technical and organisational measures it implements and maintains as required by the Standard Contractual Clauses, designed to address the risks associated with the transfer of Customer Personal Data to a Third Country Recipient (as defined below) and Pocus shall implement any further additional safeguards required by its transfer risk assessment and/or as agreed with Customer.
- certifies that: (i) it has not and will not, unless required by applicable law, create back doors (non-transparent access capabilities) or similar programming that could be used to access its systems and/or the Customer Personal Data; (ii) it has not and will not, unless required by applicable law, change its business processes in a way which facilitates unauthorized access to its systems and/or the Customer Personal Data; and (iii) applicable law does not currently require, and has not previously required, Pocus to create or maintain back doors or to facilitate unauthorized access to its systems and/or the Customer Personal Data or for Pocus to be in possession of or to hand over to any third party keys to decrypt the Customer Personal Data.
Where the Standard Contractual Clauses apply to a transfer of Customer Personal Data by Pocus from any other jurisdiction which accepts the Standard Contractual Clauses as appropriate safeguards under Data Protection Laws and any amendments required by such jurisdiction’s Regulator shall be deemed to be made to the Standard Contractual Clauses as are necessary to comply with Data Protection Laws.
This DPA is intended to supplement the terms of the Agreement. Any conflict between the provisions of the Standard Contractual Clauses or the UK Addendum (as applicable), the other provisions of this Addendum, and the rest of the Agreement shall be resolved in the following order of precedence, listed sequentially from highest precedence to lowest: (i) the Standard Contractual Clauses or the UK Addendum (as applicable); (ii) the other provisions of this Addendum; and then (iii) the rest of the Agreement.

13. MISCELLANEOUS.

Insurance. In addition to any insurance required by the Agreement, Pocus shall purchase and maintain cyber risk or similar insurance with a sound and reputable insurer with limits of liability equalling at least $1,000,000 per claim or occurrence and in the aggregate and that is primary, and not excess over or contributing with any insurance maintained by Customer. Such insurance shall comply with the other insurance requirements set out in the Agreement.
Notices. All notices and communications given under this DPA shall be made in accordance with the Agreement.
Liability and Indemnification. The liability of each party to this DPA arising out of or related to this DPA and the SCCs (if and as they apply), whether in contract, tort or under any other form of liability, and for all claims in aggregate, shall be limited to the total fees paid or owed by Customer under the Agreement during the 12-month period preceding the date on which the claim arose. Nothing in this Section 13 will affect any person’s liability to Data Subjects under the third-party beneficiary provisions of the Standard Contractual Clauses (if and as they apply).
Order of Precedence. In the event of inconsistencies between the provisions of this DPA and any other agreements between the Parties, including the Agreement and agreements entered into or purported to be entered into after the date of this DPA (except where explicitly agreed otherwise in writing, signed on behalf of the parties), the provisions of this DPA shall prevail.
Governing Law. To the extent required by applicable Data Protection Laws (e.g., in relation to the governing law of the Standard Contractual Clauses or Article 28 of the GDPR), this DPA shall be governed by the law of the applicable jurisdiction. Otherwise, this DPA is governed by the laws of the country or territory stipulated for this purpose in Section 9.2 of the Agreement. Notwithstanding the foregoing the Parties acknowledge and agree that: (i) in the context of EU Restricted Transfers, the SCCs shall be governed by the laws, and subject to the jurisdiction of the courts of Ireland ; (ii) in the context of Swiss Restricted Transfers, the SCCs shall be governed by the laws, and subject to the jurisdiction of the courts, of Switzerland; and (iii) in the context of UK Restricted Transfers, the UK Addendum shall be governed by the laws, and subject to the jurisdiction of the courts of England and Wales in the manner provided by the UK Addendum.
Term and Termination. The term of this DPA shall commence on the Effective Date of this DPA and shall be coterminous with the Agreement in accordance with Exhibit A of the Agreement.
Amendment. This DPA is subject to the applicable terms for amendment set forth in Section 9 of the Agreement.

SCHEDULE 2

APPROVED SUBPROCESSORS

Amazon Web Services, Inc. (Type: Cloud Service Provider, Location: USA)

Cube Dev, Inc. (Type: Analytics API Provider, Location: USA)

Slack (Type: Customer Support, Location: USA)

Hubspot (Type: CRM, Location: USA)

ClickHouse, Inc. (Type: Database management/analytics)

Location: USA ANNEX 2

Module Two (Transfer Controller to Processor) of the EU Standard Contractual Clauses

This Annex forms part of and is incorporated into the DPA to which it is attached.

SECTION I

Clause 1

Purpose and scope

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

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

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

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

Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;
Clause 8.1(b), 8.9(a), (c), (d) and (e);
Clause 9(a), (c), (d) and (e);
Clause 12(a), (d) and (f);
Clause 13;
Clause 15.1(c), (d) and (e);
Clause 16(e);
Clause 18(a) and (b).
Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.‍

‍Clause 4

Interpretation

Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that Regulation.
These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679.
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

Docking clause

An entity that is not a Party to these Clauses may, with the agreement of the Parties, accede to these Clauses at any time, either as a data exporter or as a data importer, by completing the Appendix and signing Annex I.A.
Once it has completed the Appendix and signed Annex I.A, the acceding entity shall become a Party to these Clauses and have the rights and obligations of a data exporter or data importer in accordance with its designation in Annex I.A.
The acceding entity shall have no rights or obligations arising under these Clauses from the period prior to becoming a Party.

SECTION 2

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.

Instructions
- 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.
- The data importer shall immediately inform the data exporter if it is unable to follow those instructions.
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.

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 the its content or exercise his/her rights. On request, the Parties shall provide the data subject with the reasons for the redactions, to the extent possible without revealing the redacted information. This Clause is without prejudice to the obligations of the data exporter under Articles 13 and 14 of Regulation (EU) 2016/679.

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.

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).

Security of processing
- 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.
- 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.
- 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.
- 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.
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.

Onward transfers

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

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;
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;
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
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.

Documentation and compliance
- The data importer shall promptly and adequately deal with enquiries from the data exporter that relate to the processing under these Clauses.
- 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.
- 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.
- 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.
- 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

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 fourteen (14) 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.
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.
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.
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.
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

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

Clause 11

Redress

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.
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.
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:
- 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;
- refer the dispute to the competent courts within the meaning of Clause 18.
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.
The data importer shall abide by a decision that is binding under the applicable EU or Member State law.
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

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

Clause 13

Supervision

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.
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 3

LOCAL LAWS AND OBLIGATIONS IN CASE OF ACCESS
BY PUBLIC AUTHORITIES

Clause 14

Local laws and practices affecting compliance with the Clauses

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.
The Parties declare that in providing the warranty in paragraph (a), they have taken due account in particular of the following elements:
- 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;
- 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;
- 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.
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.
The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on request.
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).
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

Notification‍
- 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:
  - 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
  - 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.
- 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.
- 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.).
- 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.
- 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.
Review of legality and data minimisation
- 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).
- 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.
- 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 4

FINAL PROVISIONS

Clause 16

Non-compliance with the Clauses and termination

The data importer shall promptly inform the data exporter if it is unable to comply with these Clauses, for whatever reason.
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).
The data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses, where:
- 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;
- the data importer is in substantial or persistent breach of these Clauses; or
- 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.
  
  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.
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.
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

OPTION 2: These Clauses shall be governed by the law of the EU Member State in which the data exporter is established. Where such law does not allow for third-party beneficiary rights, they shall be governed by the law of another EU Member State that does allow for third-party beneficiary rights. The Parties agree that this shall be the law of Ireland.

Clause 18

Choice of forum and jurisdiction

Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State.
The Parties agree that those shall be the courts of Ireland.
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.
The Parties agree to submit themselves to the jurisdiction of such courts.

APPENDIX

EXPLANATORY NOTE:

It must be possible to clearly distinguish the information applicable to each transfer or category of transfers and, in this regard, to determine the respective role(s) of the Parties as data exporter(s) and/or data importer(s). This does not necessarily require completing and signing separate appendices for each transfer/category of transfers and/or contractual relationship, where this transparency can achieved through one appendix. However, where necessary to ensure sufficient clarity, separate appendices should be used.

ANNEX I to ANNEX 2

A. LIST OF PARTIES

Data exporter(s):

Name: As referenced in the Order Form

Address: As Provided in the Order Form

Contact person’s name, position and contact details:As Provided in the Order Form]

Activities relevant to the data transferred under these Clauses: As set out in the DPA and Agreement.

Role (controller/processor): Controller

Data importer(s):

Name: Pocus, Inc.

Address: 2261 Market Street #4419, San Francisco, CA 94114

Contact person’s name, position and contact details: Alexa Grabell, CEO, alexa@pocus.com

Activities relevant to the data transferred under these Clauses: As set out in the DPA and Agreement.

Role (controller/processor): Processor

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