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Data Processing Addendum (DPA)

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(Last Updated: December 8, 2023)

 

 

DATA PROCESSING ADDENDUM 

This Data Processing Addendum (“DPA”) forms a part of the Customer Terms of Service found at https://everyonesocial.com/customer-terms-of-service/, together with the terms of any written subscription order or similar order for the EveryoneSocial Services (an “Order Form”).  If Customer has entered into a separate written subscription agreement or other formal written agreement with EveryoneSocial, for the Services, this DPA forms a part of such written agreement. The Customer Terms of Service and the separate written agreement or Order Form are collectively referred to herein as the “Agreement”.  This DPA also incorporates the other Terms and Policies found at https://everyonesocial.com/terms-policies/, including the EveryoneSocial Security Policy and Practices and Privacy Policy (collectively, the “Policies”).

By signing the DPA, Customer enters into this DPA (and, if applicable, the Standard Contractual Clauses, defined below) on behalf of itself and, to the extent required under applicable Data Protection Laws, in the name and on behalf of its Controller Affiliates (defined below). For the purposes of this DPA only, and except where indicated otherwise, the term “Customer” shall include Customer and Controller Affiliates. All capitalized terms not defined herein shall have the meaning set forth in the Agreement. 

In the course of EveryoneSocial providing the Services under the Agreement, EveryoneSocial may Process certain Personal Data (defined below) on behalf of Customer, and where EveryoneSocial Processes such Personal Data on behalf of Customer, the parties agree to comply with the terms and conditions in this DPA in connection with the Processing of such Personal Data. 

This DPA has been updated and is effective as of September 27, 2021.

 

HOW TO EXECUTE THIS DPA: 

1. This DPA has been pre-signed on behalf of EveryoneSocial. The EU Standard Contractual Clauses in Schedule 1 have been pre-signed by EveryoneSocial as the data importer.

2. To complete this DPA, Customer must 

a. Complete the information in the signature box and sign on Page 9, or

b. Have agreed to the terms of this DPA through the execution of an Agreement or Order.

Upon receipt of the validly completed DPA by EveryoneSocial and in accordance with the instructions provided below in the Section entitled “HOW THIS DPA APPLIES TO CUSTOMER AND ITS AFFILIATES”, this DPA will become legally binding. 

For the avoidance of doubt, the parties’ signature of the DPA on Page 9 shall be deemed to constitute each party’s signature and acceptance of the Standard Contractual Clauses incorporated herein, including their Appendices, to the extent applicable. Where Customer wishes to separately execute the EU Standard Contractual Clauses and their Appendices, Customer should also complete the information as the “data exporter” in Annex I to Schedule 1 and complete the information in the signature box and sign on that Annex.

 

HOW THIS DPA APPLIES TO CUSTOMER AND ITS AFFILIATES 

If the Customer entity signing this DPA is a party to the Agreement, this DPA is an addendum to and forms part of the Agreement. 

If the Customer entity signing this DPA has executed an Order Form with EveryoneSocial pursuant to the Agreement, but is not itself a party to the Agreement, this DPA is an addendum to that Order Form and applicable renewal Order Forms. 

If the Customer entity signing this DPA is neither a party to an Order Form nor the Agreement, this DPA is not valid and is not legally binding. Such entity should request that the Customer entity who is a party to the Agreement executes this DPA. 

 

1. DEFINITIONS 

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

“CCPA” means the California Consumer Privacy Act.

“Controller” means the entity which determines the purposes and means of the Processing of Personal Data. 

“Controller Affiliate” means any of Customer’s Affiliate(s) (a) (i) that are subject to applicable Data Protection Laws, and (ii) permitted to use the Services pursuant to the Agreement between Customer and EveryoneSocial, but have not signed their own Order Form and are not a “Customer” as defined under the Agreement, (b) if and to the extent EveryoneSocial processes Personal Data for which such Affiliate(s) qualify as the Controller. 

“Data Protection Laws” means all laws and regulations, including the CCPA and all laws and binding regulations of the European Union, the European Economic Area and their member states, Switzerland and the United Kingdom, applicable to the Processing of Personal Data under the Agreement. 

“Data Subject” means the identified or identifiable person to whom Personal Data relates. 

“EU Standard Contractual Clauses” means the clauses approved with Commission Implementing Decision (EU) 2021/914 of June 4, 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, as amended, supplemented, updated or replaced form time to time.

“EveryoneSocial” means Gravit, Inc., a Delaware corporation d/b/a EveryoneSocial.

“GDPR” (or General Data Protection Regulation) means 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 (“EU GDPR”) and the EU GDPR in such form as incorporated into the laws of the United Kingdom (“UK GDPR”). 

“Personal Data” means any Customer Data that relates to an identified or identifiable natural person, to the extent that such information is protected as personal data under applicable Data Protection Laws. 

“Personal Data Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data transmitted, stored or otherwise Processed.

“Processing” means any operation or set of operations which is performed upon Personal Data, whether or not by automatic means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction. 

“Processor” means the entity which Processes Personal Data on behalf of the Controller. 

“Services” means the services provided by EveryoneSocial to the Customer pursuant to the Agreement.

“Standard Contractual Clauses” means collectively the EU Standard Contractual Clauses and the UK Controller to Processor Standard Contractual Clauses.

“Sub-processor” means any entity engaged by EveryoneSocial to Process Personal Data in connection with the Services. 

“Supervisory Authority” means an independent public authority which is established by a Member State of the European Union, the European Economic Area, Switzerland and/or the United Kingdom pursuant to the Data Protection Laws.

“UK Controller to Processor Standard Contractual Clauses” means the Standard Contractual Clauses for controller to processor transfers set forth in the European Commission’s decision (C(2010)593) of 5 February 2010.

 

2. PROCESSING OF PERSONAL DATA 

2.1 Roles of the Parties. The parties acknowledge and agree that with regard to the Processing of Personal Data, Customer is the Controller, EveryoneSocial is the Processor and that EveryoneSocial will engage Sub-processors pursuant to the requirements set forth in Section 4 below. 

2.2 Customer’s Processing of Personal Data. Customer shall, in its use of the Services and provision of instructions, Process Personal Data in accordance with the requirements of applicable Data Protection Laws. Customer warrants and represents that it is and will at all relevant times remain duly and effectively authorized to give the instructions set out in this DPA on behalf of each relevant Controller Affiliate. Customer shall have sole responsibility for the accuracy, quality, and legality of Personal Data and the means by which Customer acquired Personal Data. 

2.3 EveryoneSocial’s Processing of Personal Data. As Customer’s Processor, EveryoneSocial shall only Process Personal Data for the following purposes: (i) Processing in accordance with the Agreement; (ii) Processing initiated by Authorized Users in their use of the Services; and (iii) Processing to comply with other reasonable instructions provided by Customer (e.g., via email or support tickets) that are consistent with the terms of the Agreement (individually and collectively, the “Purpose”). EveryoneSocial acts on behalf of and on the instructions of Customer in carrying out the Purpose. If EveryoneSocial cannot process Personal Data in accordance with Customer’s instructions due to a legal requirement under applicable Data Protection Laws, EveryoneSocial will (i) promptly notify Customer of such inability, providing a reasonable level of detail as to the instructions with which it cannot comply and the reasons why it cannot comply, to the greatest extent permitted by applicable law; and (ii) cease all Processing of the affected Personal Data (other than merely storing and maintaining the security of the affected Personal Data) until such time as the Customer issues new instructions with which EveryoneSocial is able to comply. If this provision is invoked, EveryoneSocial will not be liable to the Customer under the Agreement for failure to perform the Services until such time as the Customer issues new instructions.

2.4 Confidentiality. EveryoneSocial will ensure that any person whom EveryoneSocial authorizes to Process Personal Data on its behalf is subject to confidentiality obligations in respect of that Personal Data.

2.5 Details of the Processing.

2.5.1 The subject-matter, nature and purpose of Processing of Personal Data by EveryoneSocial are as described in the Purpose in Section 2.3 and in the Agreement.

2.5.2 The types of Personal Data Processed are e-mail, phone numbers and other Personal Data relating to Data Subjects provided to EveryoneSocial via the Services, by (or at the direction of) Customer or by Data Subjects.

2.5.3 The categories of Data Subjects are employees of Customer.

2.5.4 Personal Data will be Processed for the duration of the Agreement, subject to Section 10 of this DPA. 

 

3. RIGHTS OF DATA SUBJECTS 

3.1 Data Subject Requests. EveryoneSocial shall, to the extent legally permitted, promptly notify Customer if EveryoneSocial receives any requests from a Data Subject to exercise Data Subject rights afforded to the Data Subject under applicable Data Protection Laws in relation to Personal Data, including, as applicable, the following: access, rectification, restriction of Processing, erasure (“right to be forgotten”), data portability, objection to the Processing, or to not be subject to an automated individual decision making (each, a “Data Subject Request”). Taking into account the nature of the Processing, EveryoneSocial shall assist Customer by appropriate technical and organizational measures, insofar as this is reasonably possible, for the fulfilment of Customer’s obligation to respond to a Data Subject Request as required by applicable Data Protection Laws. In addition, to the extent Customer, in its use of the Services, does not have the ability to address a Data Subject Request, EveryoneSocial shall, upon Customer’s request, provide commercially reasonable efforts to assist Customer in responding to such Data Subject Request, to the extent EveryoneSocial is legally permitted to do so and the response to such Data Subject Request is required under applicable Data Protection Laws. To the extent legally permitted, Customer shall be responsible for any costs arising from EveryoneSocial’s provision of such assistance, including any fees associated with provision of additional functionality or technical support. 

 

4. SUB-PROCESSORS 

4.1 Appointment of Sub-processors. Customer acknowledges and agrees that EveryoneSocial may engage Sub-processors in connection with the provision of the Services. The Sub-processors appointed by EveryoneSocial as at the date of this DPA are set out at https://everyonesocial.com/everyonesocial-subprocessors/.  As a condition to permitting a third-party Sub-processor to Process Personal Data, EveryoneSocial will enter into an agreement with each Sub-processor containing data protection obligations that provide at least the same level of protection for Personal Data as those in this DPA, to the extent applicable to the nature of the Services provided by such Sub-processor. Where any of the Sub-processors fails to fulfil its data protection obligations, EveryoneSocial will be liable to the Customer for the performance of its Sub-processors’ obligations. 

4.2 Notification of New Sub-Processors and Objection. EveryoneSocial will inform Customer of any intended changes concerning the addition or replacement of any Sub-processors at least fifteen (15) business days in advance and Customer will have an opportunity to object to such changes on reasonable grounds within fifteen (15) business days after being notified. If the parties are unable to resolve such objection, either party may terminate the Agreement by providing written notice to the other party. 4.3 Copies of Sub-Processor Agreements. The parties agree that the copies of the Sub-processor agreements that must be provided by EveryoneSocial to Customer pursuant to the Standard Contractual Clauses, if applicable, may have commercial information or clauses unrelated to the Standard Contractual Clauses, removed by EveryoneSocial beforehand; and, that such copies will be provided by EveryoneSocial, in a manner to be determined in its discretion, only upon Customer’s request.

 

5. SECURITY 

EveryoneSocial shall maintain appropriate technical and organizational measures for protection of the security (including protection against unauthorized or unlawful Processing and against accidental or unlawful destruction, loss or alteration or damage, unauthorized disclosure of, or access to, Personal Data), confidentiality and integrity of Personal Data, as set forth in the Security Practices Datasheet at https://everyonesocial.com/security-practices/. EveryoneSocial regularly monitors compliance with these measures. EveryoneSocial may update these measures from time to time provided that EveryoneSocial will not materially decrease the overall security of the Services during the term of the Agreement. 

 

6. PERSONAL DATA BREACH MANAGEMENT AND NOTIFICATION 

EveryoneSocial maintains security incident management policies and procedures as specified in the Policies. EveryoneSocial shall notify Customer without undue delay of any Personal Data Breach relating to Personal Data of which EveryoneSocial becomes aware and which may require a notification to be made to a Supervisory Authority or Data Subject under applicable Data Protection Laws or which EveryoneSocial is required to notify to Customer under applicable Data Protection Laws. EveryoneSocial shall provide commercially reasonable cooperation and assistance in identifying the cause of such Personal Data Breach and take commercially reasonable steps to remediate the cause to the extent the remediation is within EveryoneSocial’s control. Except as required by applicable Data Protection Laws, the obligations herein shall not apply to Personal Data Breaches that are caused by Customer, Authorized Users, any Non-EveryoneSocial Products or Services and/or parties not within EveryoneSocial’s control. 

 

7. DATA PROTECTION IMPACT ASSESSMENT

Upon Customer’s request, EveryoneSocial shall provide Customer with reasonable cooperation and assistance needed to fulfil Customer’s obligation under the Data Protection Laws to carry out a data protection impact assessment related to Customer’s use of the Services, to the extent Customer does not otherwise have access to the relevant information, and to the extent such information is available to EveryoneSocial. EveryoneSocial shall provide reasonable assistance to Customer in the cooperation or prior consultation with the Supervisory Authority, to the extent required under the Data Protection Laws. 

 

8. DATA TRANSFERS

8.1 EU Standard Contractual Clauses. In connection with the performance of the Agreement, the EU Standard Contractual Clauses as attached to this DPA as Schedule 1 (which incorporate the appropriate Module 2 (Transfer Controller to Processor) – “C2P SCCs”) will apply to Personal Data that is transferred outside the European Economic Area and Switzerland and either directly or via onward transfer, to EveryoneSocial in the United States. In furtherance of the foregoing, the parties agree that, for purposes of the C2P SCCs, Customer shall act and comply with the obligations as the “data exporter”, and EveryoneSocial shall act and comply with the obligations as the “data importer”, and each of the Customer’s and EveryoneSocial’s entering into this DPA shall be treated as, respectively, Customer’s and EveryoneSocial’s signature of Annex I, Section A, of the C2P SCCs. Insofar as the transfer of Personal Data is subject to the Swiss Federal Act on Data Protection, the following provisions apply: (i) the Federal Data Protection and Information Commissioner (FDPIC) will be the competent supervisory authority under Clause 13 of the C2P SCCs; (ii) the parties agree to abide by the EU GDPR standard in relation to all Processing of Personal Data that is governed by the Swiss Federal Act on Data Protection; (iii) the term ‘Member State’ in the C2P SCCs will not be interpreted in such a way as to exclude Data Subjects in Switzerland from the possibility of suing for their rights in their place of habitual residence (Switzerland) in accordance with Clause 18(c) of the C2P SCCs; and (iv) references to the ‘GDPR’ in the EU Standard Contractual Clauses will be understood as references to the Swiss Federal Act on Data Protection insofar as the transfer of Personal Data is subject to the Swiss Federal Act on Data Protection. The C2P SCCs shall automatically terminate if the European Data Protection Board or other competent authorities determine that C2P are not applicable to the type of transfers of Personal Data hereunder.

8.2 UK Controller to Processor Standard Contractual Clauses. With respect to transfers of Personal Data originating from the United Kingdom, the parties agree to comply with the UK Controller to Processor Standard Contractual Clauses, which are incorporated herein by reference. The parties agree that, for the purposes of the UK Controller to Processor Standard Contractual Clauses: (i) Customer shall act and comply with the obligations as the “data exporter”, and EveryoneSocial shall act and comply with the obligations as the “data importer”; (ii) all references to the “Directive 95/46/EC” and its provisions shall be deemed to refer to the relevant provisions of the UK GDPR and the Data Protection Act 2018 of the United Kingdom; (iii) all references to the “Commission” shall be deemed to refer to the Information Commissioner; (iv) all references to the “European Economic Area” or the “European Union” shall be deemed to refer to the United Kingdom; (v) for the purposes Appendix 1 to the UK Controller to Processor Standard Contractual Clauses, information about the exporter and importer, the categories of Data Subjects, types of Personal Data and type of Processing operations are as set out in Annex I to the EU Standard Contractual Clauses and in this DPA; and (vi) for the purposes Appendix 2 to the UK Controller to Processor Standard Contractual Clauses, the security measures are as described in Annex II to the EU Standard Contractual Clauses.  The parties acknowledge that the Information Commissioner’s Office has not yet approved new standard contractual clauses under the UK GDPR. The UK Controller to Processor Standard Contractual Clauses will apply only until such time as the Information Commissioner’s Office issues new standard contractual clauses under the UK GDPR. The parties shall work together, in good faith, to enter into an updated version of the UK Controller to Processor Standard Contractual Clauses or negotiate an alternative solution to enable transfers of Personal Data in compliance with Data Protection Laws.

8.3 Termination. The parties further agree that, to the extent Customer exercises a termination right under the C2P SCCs, insofar as it concerns the Processing of Personal Data under the C2P SCCs, EveryoneSocial shall have the right to terminate the Agreement without penalty.

8.4 Amended or New Clauses. To the extent that the Standard Contractual Clauses are subsequently modified, replaced, or held in a court of competent jurisdiction to be invalid, the parties hereby agree that the applicable updated or new versions will be automatically applied and incorporated to this DPA, as of the date of applicability.

 

9. INFORMATION

EveryoneSocial will, at Customer’s request and subject to the Customer paying all of EveryoneSocial’s fees at prevailing rates, and all expenses, provide the Customer with all information necessary to enable the Customer to EveryoneSocial will, at Customer’s request and subject to the Customer paying all of EveryoneSocial’s fees at prevailing rates, and all expenses, provide the Customer with all information necessary to enable the Customer to demonstrate compliance with its obligations under the Data Protection Laws, and allow for and contribute to audits, including inspections, conducted by the Customer or an auditor mandated by the Customer, to the extent that such information is within EveryoneSocial’s control and EveryoneSocial is not precluded from disclosing it by applicable law, a duty of confidentiality, or any other obligation owed to a third party, and provided that such audits shall be carried out with reasonable notice during regular business hours not more often than once per year. EveryoneSocial will immediately inform Customer if, in its opinion, an instruction from Customer infringes the Data Protection Laws.

 

10. RETURN AND DELETION OF PERSONAL DATA 

Customer hereby instructs EveryoneSocial, upon termination of the Services for which EveryoneSocial is Processing Personal Data, to securely destroy such Personal Data and demonstrate to the satisfaction of Customer that it has taken such measures, subject to the limitations described in the Agreement and the Policies and unless applicable law provides otherwise or prevents EveryoneSocial from returning or destroying all or part of Personal Data. Customer may request a change to such instruction and require EveryoneSocial to return Personal Data to the Customer by sending EveryoneSocial written notice before termination of the Services for which EveryoneSocial is Processing Personal Data. If EveryoneSocial declines to follow any such amended instruction, either party is entitled to terminate this DPA and the Agreement without penalty. For clarification, depending on the Service plan purchased by Customer, access to export functionality may incur additional charge(s) and/or require purchase of a Service upgrade. 

 

11. CONTROLLER AFFILIATES 

11.1 Contractual Relationship. The parties acknowledge and agree that, by executing the DPA in accordance with “HOW TO EXECUTE THIS DPA”, Customer enters into the DPA on behalf of itself and, as applicable, in the name and on behalf of its Controller Affiliates, thereby establishing a separate DPA between EveryoneSocial and each such Controller Affiliate subject to the provisions of the Agreement and this Section 11 and Section 12. Each Controller Affiliate agrees to be bound by the obligations under this DPA and, to the extent applicable, the Agreement. For the avoidance of doubt, a Controller Affiliate is not and does not become a party to the Agreement, and is only a party to the DPA. All access to and use of the Services by Controller Affiliates must comply with the terms and conditions of the Agreement and any violation of the terms and conditions of the Agreement by a Controller Affiliate shall be deemed a violation by Customer. 

11.2 Communication. The Customer that is the contracting party to the Agreement shall remain responsible for coordinating all communication with EveryoneSocial under this DPA and be entitled to make and receive any communication in relation to this DPA on behalf of its Controller Affiliates. 

11.3 Rights of Controller Affiliates. If a Controller Affiliate becomes a party to the DPA with EveryoneSocial, it shall, to the extent required under applicable Data Protection Laws, also be entitled to exercise the rights and seek remedies under this DPA, subject to the following: 

11.3.1 Except where applicable Data Protection Laws require the Controller Affiliate to exercise a right or seek any remedy under this DPA against EveryoneSocial directly by itself, the parties agree that (i) solely the Customer that is the contracting party to the Agreement shall exercise any such right or seek any such remedy on behalf of the Controller Affiliate, and (ii) the Customer that is the contracting party to the Agreement shall exercise any such rights under this DPA in a combined manner for all of its Controller Affiliates together and not separately for each Controller Affiliate individually.  

 

12. LIMITATION OF LIABILITY 

Each party’s and all of its Affiliates’ liability, taken together in the aggregate, arising out of or related to this DPA, and all DPAs between Controller Affiliates and EveryoneSocial, whether in contract, tort or under any other theory of liability, is subject to any limitation of liability terms or provisions of the Agreement, and any reference in such section to the liability of a party means the aggregate liability of that party and all of its Affiliates under the Agreement and all DPAs together. 

For the avoidance of doubt, EveryoneSocial’s total liability for all claims from the Customer and all of its Controller Affiliates arising out of or related to the Agreement and each DPA shall apply in the aggregate for all claims under both the Agreement and all DPAs established under the Agreement, including by Customer and all Controller Affiliates, and, in particular, shall not be understood to apply individually and severally to Customer and/or to any Controller Affiliate that is a contractual party to any such DPA. 

 

13. PARTIES TO THIS DPA 

The Section “HOW THIS DPA APPLIES TO CUSTOMER AND ITS AFFILIATES” specifies the parties to this DPA.

 

14. LEGAL EFFECT 

This DPA shall only become legally binding between Customer and EveryoneSocial when the formalities set out in the Section “HOW TO EXECUTE THIS DPA” above have been fully completed, unless otherwise agreed by the parties. If Customer has previously executed a “data processing addendum” with EveryoneSocial, this DPA supersedes and replaces such prior Data Processing Addendum. 

 

15. GOVERNING LAW 

This DPA and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of the United States of America and any state law specified in the Agreement. 

 

16. ORDER OF PRECEDENCE

With regard to the subject matter of this DPA, in the event of inconsistencies between the provisions of this DPA and the Agreement, the provisions of this DPA shall prevail. If and to the extent the Standard Contractual Clauses (where applicable) conflict with any provision of this DPA, the applicable Standard Contractual Clauses shall prevail to the extent of such conflict.

The parties’ authorized signatories have duly executed this DPA:

On Behalf of EveryoneSocial: 

Full Legal Name: Gravit Inc. d/b/a EveryoneSocial

Signatory Name: Romney Brain 

Position: Secretary

Address: 136 S Main Street, Suite 610, Salt Lake City, UT 84101, United States

Signature: __________________________________ 

On behalf of Customer.: 

Full Legal Name: ________________________________________

Signatory Name: ____________________

Position: _____________ 

Address: ___________________________________

_____________________________________________

Signature: ________________________ 

 

SCHEDULE 1

Clause 1

Purpose and scope

  1. 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 personal data to a third country.
  2. The Parties:
    1. 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
    2. 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”).

  1. These Clauses apply with respect to the transfer of personal data as specified in Annex I.B.
  2. 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

  1. 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.
  2. 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

  1. Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, with the following exceptions:
    1. Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;
    2. Clause 8.1(b), 8.9(a), (c), (d) and (e);
    3. Clause 9(a), (c), (d) and (e);
    4. Clause 12(a), (d) and (f);
    5. Clause 13;
    6. Clause 15.1(c), (d) and (e);
    7. Clause 16(e);
    8. Clause 18(a) and (b).
  2. Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.

Clause 4

Interpretation

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

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.

  1. Instructions
  1. 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.
  2. The data importer shall immediately inform the data exporter if it is unable to follow those instructions.
  1. 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.

  1. 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.

  1. 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.

  1. 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).

  1. Security of processing
  1. 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.
  2. 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.
  3. 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.
  4. 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.
  1. 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.

  1. 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:

  1. the onward transfer is to a country benefitting from an adequacy decision pursuant to Article 45 of Regulation (EU) 2016/679 that covers the onward transfer;
  2. 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;
  3. 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
  4. 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.

  1. Documentation and compliance
  1. The data importer shall promptly and adequately deal with enquiries from the data exporter that relate to the processing under these Clauses.
  2. 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.
  3. 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.
  4. 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.
  5. 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

  1. 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 fifteen (15) business 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.
  2. 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.
  3. 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.
  4. 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.
  5. 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

  1. 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.
  2. 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.
  3. In fulfilling its obligations under paragraphs (a) and (b), the data importer shall comply with the instructions from the data exporter.

Clause 11

Redress

  1. 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.
  1. 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.
  2. 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:
  1. 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;
  2. refer the dispute to the competent courts within the meaning of Clause 18.
  1. 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.
  2. The data importer shall abide by a decision that is binding under the applicable EU or Member State law.
  3. 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

  1. 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.
  2. 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.
  3. 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 subprocessor) 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.
  4. 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.
  5. 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.
  6. 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.
  7. The data importer may not invoke the conduct of a sub-processor to avoid its own liability.

Clause 13

Supervision

  1. 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.
  2. 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.
  3. 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.
  4. 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

  1. 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.
  2. The Parties declare that in providing the warranty in paragraph (a), they have taken due account in particular of the following elements:
  1. 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;
  2. 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. 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.
  1. 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.
  2. The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on request.
  3. 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).
  4. 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

  1. Notification
  2. 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:
  1. 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
  2. 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.
  1. 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.
  2. 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.).
  3. 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.
  4. 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.
  1. Review of legality and data minimisation
  1. 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).
  2. 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.
  3. 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

  1. The data importer shall promptly inform the data exporter if it is unable to comply with these Clauses, for whatever reason.
  1. 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).
  2. The data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses, where:
  1. 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;
  2. the data importer is in substantial or persistent breach of these Clauses; or
  3. 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.

  1. 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.
  2. 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 Ireland.

Clause 18

Choice of forum and jurisdiction

  1. Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State.
  2. The Parties agree that those shall be the courts of Ireland.
  3. 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.
  4. The Parties agree to submit themselves to the jurisdiction of such courts.

 

ANNEX I

To the EU Standard Contractual Clauses

  1. LIST OF PARTIES

Data exporter(s): Identity and contact details of the data exporter(s) and, where applicable, of its/their data protection officer and/or representative in the European Union

Name: The Customer listed in the Agreement.
Address: As provided in the Agreement.
Contact person’s name, position and contact details:  As provided in the Agreement.
Activities relevant to the data transferred under these Clauses: A customer of the data importer.
Signature and date:
Signature  
Name  
Title  
Date Signed  
Role (controller/processor): Controller

Data importer(s): Identity and contact details of the data importer(s), including any contact person with responsibility for data protection

Name: Gravit Inc. d/b/a EveryoneSocial
Address: 136 S Main Street, Suite 610Salt Lake City, UT 84101, United States
Contact person’s name, position and contact details:  Darrell Davisdpo@everyonesocial.com
Activities relevant to the data transferred under these Clauses: Provider of an employee advocacy platform
Signature and date:
Signature  
Name: Romney Brain
Title: Secretary
Date Signed: 9/27/2021
Role (controller/processor): Processor
  1. DESCRIPTION OF TRANSFER

Categories of data subjects whose personal data is transferred:

The categories of data subjects described in Section 2.5 of the DPA to which these Clauses are attached.

Categories of personal data transferred:

The categories of personal data described in Section 2.5 of the DPA to which these Clauses are attached.

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:

None.

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

The frequency of the transfer is continuous (for as long as the Customer uses the Services).

Nature of the processing:

As described in Section 2.5 of the DPA to which these Clauses are attached.

Purpose(s) of the data transfer and further processing:

As described in Section 2.5 of the DPA to which these Clauses are attached.

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

The duration specified in Clause 8.5 of the Standard Contractual Clauses and in the DPA.

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

EveryoneSocial uses third-party Sub-processors to support the provision of the Services. A list of Sub-processors and the nature of the Processing activities can be found at: https://everyonesocial.com/everyonesocial-subprocessors/.  

  1. COMPETENT SUPERVISORY AUTHORITY

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

The competent supervisory authority communicated by Customer to EveryoneSocial or _________________________________ [Customer to list its supervisory authority based on Clause 13]

ANNEX II

To the EU Standard Contractual Clauses

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

Description of the technical and organisational measures implemented by the data importer(s) (including any relevant certifications) to ensure an appropriate level of security, taking into account the nature, scope, context and purpose of the processing, and the risks for the rights and freedoms of natural persons.

As described at https://everyonesocial.com/security-practices/.