Enboarder Terms of Service

1. AGREEMENT

• This Agreement governs Enboarder's provision of the Online Services and Customer's access to and use of the Online Services. It contains the general terms and conditions applicable to all such Online Services.
• By accepting these Terms of Service, Customer acknowledges that Customer has read, understood and agrees to be bound by these Terms of Service which, together with the Privacy Policy, Data Protection Addendum and Acceptable Use Policy, govern Enboarder's relationship with Customer in relation to the Online Services. Order Forms may contain additional terms specific to the Online Services provided thereunder.
• If you are an individual entering into this Agreement on behalf of an entity, such as your employer, you represent that you have the legal authority to bind that entity.

2. DEFINITIONS

In this Agreement, unless the context requires otherwise:

• "Acceptable Use Policy" means Enboarder's Acceptable Use Policy available at https://enboarder.com/acceptable-use as updated from time to time on the Website and incorporated by reference into the Agreement;
• "Add-Ons" means advanced functionality to support the Platform which Customer may request under section 5;
• "Add-On Fees" means the fees for the Add-Ons published on the Website;
• "Applications" means software programs provided by Customer that run on or run through the Platform;
• "Content" means Personal Data and all other text, files, images, graphics, illustrations, information, data (including audio, video, photographs, and other content and material), in any format, provided by Customer that are uploaded, reside in, run on or run through, the Platform;
• "Data Protection Addendum" means Enboarder's Data Protection Addendum attached hereto as Addendum A and incorporated by reference into this Agreement;
• "Data Protection Laws" has the meaning set forth in Enboarder's Data Protection Addendum (See Addendum A);
• "Documentation" means material describing the functional processes, assumptions, specifications, and principal operations of the Platform which has been designated by Enboarder as the official documentation for the Platform;
• "Feedback" means all suggestions comments, opinions, code, input, ideas, reports, information, know-how or other feedback provided by Customer (whether in oral, electronic, or written form) to Enboarder related to the Online Services;
• "Fees" means the Subscription Fees and Add-On Fees;
• "Initial Subscription Period" means the period specified in the applicable Order Form
• "Intellectual Property Rights" means all intellectual property rights throughout the world, including but not limited to, the following rights: copyright (including copyrights, copyright registration and copy rights with respect to computer software, software design, software code, software architecture, firmware, programming tools, graphic user interfaces, reports, dashboard, business rules, use cases, screens, alerts, notification, drawings specifications and databases); moral rights, trade secrets and other rights with respect to confidential or proprietary information; know-how; other rights with respect to inventions, discoveries, ideas, improvements, techniques, formulae, algorithms, processes, schematics, testing procedures, technical information, and other technology; and any other intellectual and industrial property rights, whether or not subject to registration or protection; and all rights under any license or other arrangement with respect to the foregoing;
• "Internal Purposes" means internal business use within Customer's systems, networks, and devices;
• "Log-In Credentials" means sign-in identification and password or other method of access that Enboarder provides to Customer in order to access the Subscription;
• "Malicious Code" means, without limitation, code, files, scripts, agents or programs intended to do harm, including, without limitation, viruses, worms, bombs and trojan horses;
• "Online Services"means any and all of the services, Software, and other offerings provided by Enboarder pursuant to the Agreement, including the Subscription, the offerings provided through the Website, any mobile applications and APIs provided by Enboarder, and all such services and software labelled as alpha, beta, prerelease, trial, preview or otherwise. Online Services may include any enhancements, updates, upgrades, derivatives, or bug fixes to such services, software and offerings, and any documentation, add-ons, templates and sample data sets;
• "Order Form" means an order for the Online Services (using Enboarder's template) signed by the Customer and accepted by Enboarder, which specifies the Subscription, including, without limitation, the number of seats or users, the Initial Subscription Period, the Subscription Fees, and any additional terms applicable to the Subscription;
• "Payment Date" means the recurrent date (monthly or annual) for payment of the Fees as specified in the Order Form;
• "Personal Data" means any information relating to an identified or identifiable natural person which is uploaded to the Platform by or on behalf of the Customer in connection with the Customer's use of the Subscription;
• "Platform" means the workflow platform located at https://enboarder.com/ and related services located in the https://enboarder.com/ domain and subdomains, including software, code, algorithms, hosted services, and web interfaces that is comprised of the web-based authoring environment to create and monitor workflows, and the mobile-first screens that are delivered to manager(s) and employees which are part of the Online Services;
• "Privacy Policy" means Enboarder's Privacy Policy available at https://enboarder.com/privacy as updated from time to time on the Website;
• "Software" means any software forming part of the Platform and/or Add-Ons;
• "Subscription" means the non-exclusive, non-sublicensable, non-transferrable, revocable, limited right and license to access and use the Platform for an Internal Purpose during the Subscription Period, as specified in an Order Form;
• "Subscription Fees" means the monthly or annual fee for the Subscription as set out in the Order Form, or published on the Website from time to time, which Customer must pay in advance to Enboarder in accordance with section 6;
• "Subscription Period" means the Initial Subscription Period as extended under section 17(b); and
• "Website" means www.enboarder.com.

3. LICENSE GRANT

Customer's Subscription is subject to and governed by the terms and conditions in this Agreement, including those in the applicable Order Form. In the event of a conflict between the terms in and Order Form and these Terms of Service, the terms in the Order Form will control with respect to the Subscription provided under such Order Form. The Subscription is granted subject to and conditional on Customer's compliance with the Agreement and upon payment of the Fees in accordance with section 6.

4. USE OF THE SUBSCRIPTION

• To receive the Subscription, Customer must:
  1. Use the Log-In Credentials;
  2. For the duration of the Subscription Period, provide Enboarder with access to and a right to use, process, and transmit Customer's Content and Customer's Applications for the purposes of providing the Subscription and for any other purposes specified in the Agreement; and
  3. Follow any operating procedures and use any software as may be specified in the Documentation or as may be notified by Enboarder from time to time.
• It is a condition of Customer's Subscription that Customer complies at all times with the Acceptable Use Policy.
• Customer acknowledges that Customer is responsible for all hardware, software, and telecommunications services used to access and use the Subscription.

5. ADD-ONS

Customer may, during the Subscription Period, request the provision of Add-Ons to be included as part of the Subscription. If the request for Add-Ons is agreed by Enboarder, Customer must pay Enboarder the Add-On Fees at the time set out in section 6. The Agreement will govern Customer's use of and access to such Add-Ons.

6. FEES AND PAYMENT

7. OWNERSHIP AND LICENSE RESTRICTIONS

8. LINKS AND TOOLS

9. PERSONAL DATA

10. CONTENT

11. FEEDBACK

Customer agrees to provide Enboarder with Feedback. Enboarder, in its sole discretion, may or may not respond to Customer's Feedback or promise to address all of Customer's Feedback in the development of future features or functionalities of the service or any related or subsequent versions of such service. Customer assigns, at no charge, all rights, title and interests in Feedback to Enboarder, and agrees that Enboarder is free to use, reproduce, modify, adapt, create derivative works from, publicly perform, publicly display, distribute, make, have made, assign, pledge, transfer or otherwise grant rights in the Feedback in any form and any medium (whether now known or later developed), without credit or compensation to Customer. Customer warrants that the Feedback does not infringe any copyright or trade secret of any third party, and that Customer has no knowledge of any patent of any third party that may be infringed by the Feedback (including any implementation thereof recommended by you). Customer further warrants that Customer's Feedback is not subject to any license terms that would purport to require Enboarder to comply with any additional obligations with respect to any service that incorporates Customer's Feedback.

12. SECURITY, VIRUSES, ERRORS AND AVAILABILITY

• Customer acknowledges that:
  1. the internet is an insecure public network which means that there are risks that information sent to or from the Online Services may be intercepted, corrupted, or modified by third parties; and
  2. files obtained from and through the Online Services may contain Malicious Code.
• Customer bears the risks and responsibility for any loss or damage caused, directly or indirectly, by the risks described in this section 12, and Enboarder accepts no liability for any interference with, or damage to, Customer's computer system, device, software, Content or other data occurring in connection with Customer's access or use of the Online Services.
• Notwithstanding the foregoing, considering the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, Enboarder shall implement appropriate technical and organizational measures to ensure a level of security of the processing of Personal Data appropriate to the risk. Enboarder shall maintain and follow written security policies that are fully implemented and applicable to the processing of Personal Data. At a minimum, such policies will include assignment of internal responsibility for information security management, devoting adequate personnel resources to information security, carrying out verification checks on permanent staff who will have access to the Personal Data, conducting appropriate background checks, requiring employees, vendors, and others with access to Personal Data to enter into written confidentiality agreements, and conducting training to make employees and others with access to the Personal Data aware of information security risks presented by the processing.

13. WARRANTIES, DISCLAIMERS AND EXCLUSIVE REMEDIES

• No representation or warranty (express or implied) is made as to the currency, completeness, accuracy, reliability, suitability, and/or availability of any information on the Website.
• Subject to sections 13(d), 13(e), and 13(f), Enboarder will use commercially reasonable efforts to ensure that the Subscription will operate in accordance with the applicable Documentation.
• Each party represents and warrants that it has the full right, power, and authority to enter into this Agreement and to perform its obligations and duties under this Agreement, and that the performance of such obligations and duties does not conflict with or result in a breach of any other agreement of such party or any judgment, order, or decree by which such party is bound.
• If the Subscription (including the functionality of the Platform) fails to operate in accordance with the applicable Documentation during the Initial Subscription Period and Customer notifies Enboarder in writing of this failure, Enboarder, at its cost, will correct the failure provided that Enboarder may decline to correct the failure if such correction cannot be completed in a commercially reasonable manner but in such event, Customer may terminate this Agreement and recover a pro-rata portion of the Subscription Fees paid by Customer that are attributable to the failed services. This section 13(d) states Enboarder's sole liability and Customer's exclusive remedy for any breach of section 13(b).
• The warranty in section 13(b) will not apply if the failure of the Subscription resulted from improper use or a defect in or failure of any device, communications link or software used to access the Subscription.
• EXCEPT AS SET FORTH IN SECTION 13(b) AND 13(c), ENBOARDER DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, TITLE, QUIET ENJOYMENT AND WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE OR TRADE PRACTICE, OR BY STATUTE OR IN LAW. ENBOARDER SPECIFICALLY DOES NOT WARRANT THAT THE SUBSCRIPTION WILL MEET CUSTOMER'S REQUIREMENTS, THE OPERATION OR OUTPUT OF THE SUBSCRIPTION WILL BE ERROR-FREE, VIRUS-FREE, SECURE, ACCURATE, RELIABLE, COMPLETE, OR UNINTERRUPTED.

14. INDEMNIFICATION

15. CONFIDENTIALITY

16. LIMITATION OF LIABILITY

TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ENBOARDER BE LIABLE TO CUSTOMER FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF USE, DATA, CONTENT, APPLICATIONS, GOODWILL OR PROFITS, BUSINESS INTERRUPTION, OR COSTS OF PROCURING SUBSTITUTE SOFTWARE OR SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE SUBSCRIPTION. WITHOUT LIMITING THE FOREGOING, ENBOARDER WILL HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY BUSINESS INTERRUPTION OR LOSS OF DATA, CONTENT OR APPLICATIONS ARISING FROM THE AUTOMATIC TERMINATION OF THE LICENSE RIGHTS GRANTED HEREIN AND ANY ASSOCIATED CESSATION OF THE PLATFORM OR SUBSCRIPTION, ITS FUNCTIONS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME FOR ANY REASON OR ANY DELETION, CORRUPTION OR DAMAGE OF DATA, CONTENT OR APPLICATIONS ON OR THROUGH THE PLATFORM OR SUBSCRIPTION. ENBOARDER'S TOTAL CUMULATIVE LIABILITY TO CUSTOMER, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY IN CONNECT WITH THIS AGREEMENT AND THE SUPPLY OF THE ONLINE SERVICES, INCLUDING ALL ORDER FORMS, WILL BE LIMITED TO AND WILL NOT EXCEED THE FEES ACTUALLY PAID BY CUSTOMER TO ENBOARDER FOR THE SUBSCRIPTION IN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THAT GAVE RISE TO SUCH CAUSE OF ACTION. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY REGARDLESS OF WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBLITY OF SUCH LOSS OR DAMAGE. INSOFAR AS APPLICABLE LAW PROHIBITS ANY LIMITATION ON LIABILITY HEREIN, THE PARTIES AGREE THAT SUCH LIMITATION WILL BE AUTOMATICALLY MODIFIED, BUT ONLY TO THE EXTENT SO AS TO MAKE THE LIMITATION COMPLIANT WITH APPLICABLE LAW. THE PARTIES AGREE THAT THE LIMITATIONS ON LIABILITIES SET FORTH HEREIN ARE AGREED ALLOCATIONS OF RISK AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

17. SUBSCRIPTION PERIOD AND TERMINATION

• Unless earlier terminated in accordance with this Agreement, the Initial Subscription Period will commence on the Effective Date and end on the term set forth in the applicable Order Form.
• The initial Subscription Period will automatically renew for additional periods of 12 months, unless a party provides written notice to the other party of its intention not to renew at least 30 days prior to expiration of the Initial Subscription Period or any subsequent 12-month period, as appropriate.
• Without limiting any other right or remedy Enboarder may have against Customer arising out of or in connection with this Agreement, Enboarder may, at its option, terminate Customer's Subscription with immediate effect by giving Customer prior written notice if:
  1. Customer fails to comply with the Acceptable Use Policy when accessing or using the Subscription;
  2. Customer commits a material breach of any terms in this Agreement where that breach is not capable of remedy; or
  3. Customer breaches any other provision of this Agreement and fails to remedy that breach within 14 days after receiving notice requiring Customer to do so.
• If Customer's Subscription is terminated under section 17(c), Enboarder will not be liable and Customer will not be entitled to any refund of any part of the Fees previously paid.
• Immediately upon termination of this Agreement:
  1. all Order Forms and licenses granted under this Agreement will immediately terminate and Customer must immediately cease all use of the Subscription;
  2. Customer must destroy, or upon Enboarder's request, return to Enboarder the Confidential Information that is in Customer's possession or control; and
  3. any and all of Customer's payment obligations under each Order Form will immediately become due. Upon Enboarder's request, Customer must certify in writing that it has returned or destroyed all copies of Enboarder's Confidential Information.
• Clauses 1, 6, 7, 10, 11, 13 – 19 will survive termination of this Agreement.

18. GENERAL

• Compliance with Laws. Customer must comply fully with all applicable laws, regulations of the United States and any other country ("Export Laws") where Customer uses or accesses any portion or functionality of the Subscription. Customer represents and warrants that Customer is not:
  1. located in, or a resident or national of, a restricted country; or
  2. on any of the relevant U.S. Government lists of prohibited persons, including but not limited to the Treasury Department's List of Specially Designated Nationals and the Commerce Department's List of Denied Persons or Entity List.
  Customer further represents and warrants that Customer must not export, reexport, ship, or transfer the Subscription to any restricted countries or restricted end users or use the Subscription in any restricted countries or for any purposes prohibited by the Export Laws, including but not limited to, nuclear, chemical, missile, or biological weapons related end uses. Customer understands that the requirements and restrictions of the Export Laws may vary depending on the specific Subscription and may change over time, and that, to determine the precise controls applicable to the Subscription, it is necessary to refer to the U.S. Export Administration Regulations and the U.S. Department of Treasury, Office of Foreign Assets Control Regulations.
• Assignment and Novation. Customer may not assign, delegate or transfer this Agreement or give or transfer the Subscription, Documentation or an interest in them to another individual or entity, in whole or in part, by agreement, operation of law or otherwise. Any attempt to assign this Agreement other than as permitted herein will be null and void. Customer acknowledges that Enboarder may assign, subcontract, or delegate any of its rights or obligations under this Agreement. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties' permitted successors and assigns.
• Entire Agreement. This Agreement constitutes the entire agreement between the parties in connection with its subject matter and supersedes all previous agreements or understandings between the parties in connection with its subject matter.
• Severability. This Agreement is declared to be severable. If a court of competent jurisdiction holds any part of this Agreement void, invalid, or unenforceable, it is severed and will be deemed to be omitted to the extent that it is void, invalid, or unenforceable, and the remainder of this Agreement will remain in full force and effect, and the provision affected will be construed so as to be enforceable to the maximum extent permissible by law.
• Waiver. A waiver by either party in respect to a breach of a term of this Agreement by the other party will not be taken to be a waiver in respect of any other breach. The failure to enforce any term of this Agreement will not be interpreted as a waiver of that term.
• Governing Law and Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of the State of Texas, as if performed wholly within the state and without giving effect to the principles of conflict of law rules of any jurisdiction. The parties agree that any action, proceeding, controversy, or claim between them arising out of or relating to this Agreement (collectively, an "Action") must be brought only in a court of competent jurisdiction in Austin, Texas. Each party hereby submits to the personal jurisdiction and venue of such courts and waives any objection on the grounds of venue, forum non-conveniens or any similar grounds with respect to any Action. The parties agree that neither the Uniform Computer Information Transaction Act (UCITA) nor the United Nations Convention on Contracts for the International Sale of Goods will apply to this Agreement, regardless of the state in which the parties do business or are incorporated.

19. TCPA CONSENT

Notwithstanding any current or prior election to opt in or opt out of receiving automated telephone calls, SMS messages or other messaging from Enboarder, its agents, representatives, affiliates, anyone calling on its behalf regarding the Subscription, Customer expressly consents to be contacted by Enboarder, its agents representatives, affiliates, anyone calling on its behalf for any and all purposes arising out of or relating to the Subscription, at any telephone number Customer provides, or physical or electronic address Customer provides or at which Customer may be reached. Customer agrees that Enboarder may contact Customer in any way, including SMS messages (including text messages), calls using pre-recorded messages or artificial voice, and calls and messages delivered using auto telephone dialling system or an automatic texting system. Automated messages may be played when the telephone is answered, whether by Customer or someone else. In the event that an agent or representative calls, he or she may also leave a message on Customer's answering machine, voicemail, or send one via SMS messages (including text messages). Customer consents to receive SMS messages (including text messages), calls, messages (including pre-recorded and artificial voice and autodialled) or other messaging from Enboarder, its agents, representatives, affiliates, anyone calling on its behalf at the specific number(s) Customer has provided to Enboarder, or numbers Enboarder can reasonably associate with Customer's account (through skip trace, caller ID capture or other means), with information or questions about the Subscription. Customer certifies, warrants, and represents that the telephone number(s) that Customer has provided to Enboarder are Customer's contact numbers. Customer represents that Customer is permitted to receive calls at each of the telephone numbers Customer has provided to Enboarder. Customer agrees to promptly alert Enboarder whenever Customer stops using a particular telephone number. Customer's cellular or mobile telephone provider will charge Customer according to the type of plan Customer carries. Customer also agrees that Enboarder may contact Customer by email, using any email address Customer has provided to Enboarder or that Customer provides to Enboarder in the future. Enboarder may listen to and/or record phone calls between Customer and its representatives without notice to Customer as permitted by applicable law. For example, Enboarder listens to and records calls for quality monitoring purposes.

1. Processing.

• Data Processor will only process, store, and use the personal data it receives from the Data Controller as necessary to provide the Data Processor's services to the Data Controller, the business purposes as set forth in the Agreement, or Data Controller's prior written instructions. The Data Processor shall not retain, use, or disclose the personal data other than as specified in the Agreement, Data Controller's documented instructions or as otherwise permitted by law.
• The Data Controller has all necessary rights to provide the personal data to the Data Processor for the processing to be performed in connection with the Services. To the extent required by Data Protection Laws, the Data Controller is responsible for providing all necessary privacy notices to data subjects, and unless another legal basis set forth in the Data Protection Laws supports the lawfulness of the processing, and for obtaining any necessary consents from data subject to the processing required under the Agreement. Should such a consent be revoked by a data subject, the Data Controller will inform the Data Processor of such revocation, and the Data Processor is responsible for implementing Data Controller's instruction with respect to the processing of such personal data.

2. Confidentiality.

The Data Processor shall treat all personal data as Confidential Information under the Agreement, and it shall inform all its employees, agents and approved sub-processors engaged in processing the personal data of the confidential nature of the personal data. The Data Processor shall ensure that all such persons or parties have signed confidentiality agreements with obligations no less restrictive in the use and protection of Confidential Information than those in the Agreement.

3. Security Measures.

• Considering the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, the Data Processor shall implement appropriate technical and organizational measures to ensure a level of security of the processing of personal data appropriate to the risk. The Data Processor shall maintain and follow written security policies that are fully implemented and applicable to the processing of personal data. At a minimum, such policies will include assignment of internal responsibility for information security management, devoting adequate personnel resources to information security, carrying out verification checks on permanent staff who will have access to the personal data, conducting appropriate background checks, requiring employees, vendors and others with access to personal data to enter into written confidentiality agreements, and conducting training to make employees and others with access to the personal data aware of information security risks presented by the processing.
• At the request of the Data Controller, the Data Processor shall demonstrate the measures it has taken pursuant to this Article 3 and shall allow the Data Controller to audit and test such measures, to the extent it does not require providing access to other customers' data. Subject to such restriction, the Data Processor shall cooperate with such audits carried out by or on behalf of the Data Controller, shall grant the Data Controller´s auditors reasonable access to any premises and devices involved with the processing of the personal data, and shall provide the Data Controller´s auditors with access to any information relating to the processing of the personal data as may be reasonably required by the Data Controller to ascertain the Data Processor´s compliance with this DPA.

4. Data Transfers.

Data Processor may transfer personal data across the border to a country outside of the United States, as necessary to provide the Services. Upon request by the Data Controller, Data Processor will provide details of its transfers of the European Economic Area (the "EEA") personal data outside of the United States.

Solely to the extent Data Controller transfers any personal data from (a) the EEA, (b) the United Kingdom, or (c) a jurisdiction where a European Commission positive adequacy decision under Article 25(6) of Directive 95/46/EC is in force and covers such transfer, then the parties agree that such personal data is subject to the model contractual clauses attached hereto as Appendix 1 and annexed to Commission Decision 2004/915/EC (the "Clauses"), and International Data Transfer Addendum to the EU Commission Standard Contractual Clauses, issued by the Commissioner under s 119A(1) Data Protection Act 2018 (UK) attached hereto as Appendix 2, which are hereby incorporated into the Agreement. In such cases, Data Controller is the 'data exporter' and Data Processor is the 'data importer' as defined in the Clauses.

5. Security Breach.

The Data Processor will notify the Data Controller without undue delay upon discovery of any suspected or actual security or confidentiality breach or other compromise of personal data, describing the breach in reasonable detail, the status of any investigation or mitigation taken by the Data Processor, and if applicable, the potential number of data subjects affected. Data Processor may communicate with third parties regarding a security breach as required by applicable law or proper legal or governmental authority.

6. Subprocessors.

The Data Processor may subcontract any of its Services-related activities or allow any personal data to be processed by a third party, provided that such subprocessors are bound by data protection obligations compatible with those of the Data Processor under this DPA.

7. Data Subject Rights.

The Data Processor shall assist the Data Controller by appropriate technical and organizational measures, insofar as it is possible, for the fulfilment of the Data Controller's obligation to respond to requests for exercising the data subject's rights under the Data Protection Laws.

8. California Personal Data.

• This section of the DPA applies only with respect to personal data of California consumers (“California personal data”). When processing California personal data in accordance with the Agreement and Data Controller’s instructions, the Data Processor is a service provider for the purposes of the CCPA, as that term is defined therein. In its capacity as a service provider, Data Processor is prohibited from (i) selling or sharing Data Controller’s California personal data; (ii) retaining, using or disclosing Data Controller’s California personal data for any purpose other than those set out in the Agreement and as further specified in Annex 1 Section B of this DPA, or as otherwise permitted by law; (iii) retaining, using or disclosing the Data Controller’s California personal data outside of the direct business relationship between the Parties, except as permitted by law; (iv) combining Data Controller’s California personal data with personal data received from another person or from its own interactions with the consumer, unless it is to perform a business purpose permitted under the CCPA.
• In its capacity as a Service Provider Data Processor shall: (i) comply with all applicable sections of the CCPA; (ii) grant Data Controller the right to take reasonable and appropriate steps to help ensure that Data Processor uses personal data in a manner consistent with Data Controller’s obligations under the CCPA; (iii) notify Data Controller if Data Processor determines that it can no longer meet its obligations under the CCPA; and (iv) grant Data Controller the right, upon reasonable notice, to take reasonable and appropriate steps to stop and remediate any unauthorized use of California personal data. To the extent required by the CCPA, Data Controller shall inform the Data Processor of any consumer requests made pursuant to the CCPA that they must comply with and shall provide all information necessary for Data Processor to comply with such request.

Appendix 1

Standard Contractual Clauses

Controller to Processor 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 personal data to a third country.
• 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. (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. (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 II.
• 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:
  1. Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;
  2. Clause 8 - Module One: Clause 8.5 (e) and Clause 8.9(b); Module Two: Clause 8.1(b), 8.9(a), (c), (d) and (e); Module Three: Clause 8.1(a), (c) and (d) and Clause 8.9(a), (c), (d), (e), (f) and (g); Module Four: Clause 8.1 (b) and Clause 8.3(b);
  3. Clause 9 - Module Two: Clause 9(a), (c), (d) and (e); Module Three: Clause 9(a), (c), (d) and (e);
  4. Clause 12 - Module One: Clause 12(a) and (d); Modules Two and Three: Clause 12(a), (d) and (f);
  5. Clause 13;
  6. Clause 15.1(c), (d) and (e);
  7. Clause 16(e);
  8. Clause 18 - Modules One, Two and Three: Clause 18(a) and (b); Module Four: Clause 18.
• 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.

Clause 7 - Intentionally Omitted

SECTION II - OBLIGATIONS OF THE PARTIES

Clause 8 Data protection safeguards

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

Clause 9 Use of sub-processors

• GENERAL WRITTEN AUTHORISATION 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 30 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 subprocessor to erase or return the personal data.

Clause 10 Data subject right

• 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:
  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.
• 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 subprocessor 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, 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 III - 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:
  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.
• 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

SECTION IV - 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:
  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.
• 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

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 England and Wales.

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 England and Wales.
• 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 2

  International Data Transfer Addendum to the EU Commission Standard Contractual Clauses

• Table 1: Parties

  Start date	Effective Date of the Agreement
  The Parties	Exporter (who sends the Restricted Transfer)	Importer (who receives the Restricted Transfer)
  Parties' details	Full legal name: See Customer on Order Form Main address (if a company registered address): as set out on Order Form	Full legal name: Enboarder LLC Main address (if a company registered address): 1301 Avenue of the America FL1 New York, NY 10019 United States
  Key Contact	Full Name (optional): Job Title: Contact details including email: as set out on Order Form	Full Name (optional): Aleia Waldmann Job Title: Director of Legal Operations Contact details including email: privacy@enboarder.com

• Table 2: Selected SCCs, Modules and Selected Clauses

  Addendum EU SCCs	The version of the Approved EU SCCs which this Addendum is appended to, detailed below, including the Appendix Information: Date: Start Date of this Addendum

• Table 3: Appendix Information

  "Appendix Information" means the information which must be provided for the selected modules as set out in the Appendix of the Approved EU SCCs (other than the Parties), and which for this Addendum is set out in:

  • Annex 1A: List of Parties: See Annex I
  • Annex 1B: Description of Transfer: See Annex I
  • Annex II: Technical and organisational measures including technical and organisational measures to ensure the security of the data: See Annex II
  • Annex III: List of Sub processors (Modules 2 and 3 only): See Annex III

•  

• Table 4: Ending this Addendum when the Approved Addendum Changes

  Ending this Addendum when the Approved Addendum changes	The Importer and Exporter may end this Addendum as set out in Section 19.

  Mandatory Clauses

• Entering into this Addendum
  1. Each Party agrees to be bound by the terms and conditions set out in this Addendum, in exchange for the other Party also agreeing to be bound by this Addendum.
  2. Although Annex 1A and Clause 7 of the Approved EU SCCs require signature by the Parties, for the purpose of making Restricted Transfers, the Parties may enter into this Addendum in any way that makes them legally binding on the Parties and allows data subjects to enforce their rights as set out in this Addendum. Entering into this Addendum will have the same effect as signing the Approved EU SCCs and any part of the Approved EU SCCs.
• Interpretation of this Addendum
  3. Where this Addendum uses terms that are defined in the Approved EU SCCs those terms shall have the same meaning as in the Approved EU SCCs. In addition, the following terms have the following meanings:

     Addendum	This International Data Transfer Addendum which is made up of this Addendum incorporating the Addendum EU SCCs.
     Addendum EU SCCs	The version(s) of the Approved EU SCCs which this Addendum is appended to, as set out in Table 2, including the Appendix Information.
     Appendix Information	As set out in Table 3.
     Appropriate Safeguards	The standard of protection over the personal data and of data subjects' rights, which is required by UK Data Protection Laws when you are making a Restricted Transfer relying on standard data protection clauses under Article 46(2)(d) UK GDPR.
     Approved Addendum	The template Addendum issued by the ICO and laid before Parliament in accordance with s119A of the Data Protection Act 2018 on 28 January 2022, as it is revised under Section 18.
     Approved EU SCCs	The Standard Contractual Clauses set out in the Annex of Commission Implementing Decision (EU) 2021/914 of 4 June 2021.
     ICO	The Information Commissioner.
     Restricted Transfer	A transfer which is covered by Chapter V of the UK GDPR.
     UK	The United Kingdom of Great Britain and Northern Ireland.
     UK Data Protection Laws	All laws relating to data protection, the processing of personal data, privacy and/or electronic communications in force from time to time in the UK, including the UK GDPR and the Data Protection Act 2018.
     UK GDPR	As defined in section 3 of the Data Protection Act 2018.

  4. This Addendum must always be interpreted in a manner that is consistent with UK Data Protection Laws and so that it fulfils the Parties' obligation to provide the Appropriate Safeguards.
  5. If the provisions included in the Addendum EU SCCs amend the Approved SCCs in any way which is not permitted under the Approved EU SCCs or the Approved Addendum, such amendment(s) will not be incorporated in this Addendum and the equivalent provision of the Approved EU SCCs will take their place.
  6. If there is any inconsistency or conflict between UK Data Protection Laws and this Addendum, UK Data Protection Laws applies.
  7. If the meaning of this Addendum is unclear or there is more than one meaning, the meaning which most closely aligns with UK Data Protection Laws applies.
  8. Any references to legislation (or specific provisions of legislation) means that legislation (or specific provision) as it may change over time. This includes where that legislation (or specific provision) has been consolidated, re-enacted and/or replaced after this Addendum has been entered into.
• Hierarchy
  9. Although Clause 5 of the Approved EU SCCs sets out that the Approved EU SCCs prevail over all related agreements between the parties, the parties agree that, for Restricted Transfers, the hierarchy in Section 10 will prevail.
  10. Where there is any inconsistency or conflict between the Approved Addendum and the Addendum EU SCCs (as applicable), the Approved Addendum overrides the Addendum EU SCCs, except where (and in so far as) the inconsistent or conflicting terms of the Addendum EU SCCs provides greater protection for data subjects, in which case those terms will override the Approved Addendum.
  11. Where this Addendum incorporates Addendum EU SCCs which have been entered into to protect transfers subject to the General Data Protection Regulation (EU) 2016/679 then the Parties acknowledge that nothing in this Addendum impacts those Addendum EU SCCs.
• Incorporation of and changes to the EU SCCs
  12. This Addendum incorporates the Addendum EU SCCs which are amended to the extent necessary so that:
      • together they operate for data transfers made by the data exporter to the data importer, to the extent that UK Data Protection Laws apply to the data exporter's processing when making that data transfer, and they provide Appropriate Safeguards for those data transfers;
      • Sections 9 to 11 override Clause 5 (Hierarchy) of the Addendum EU SCCs; and
      • this Addendum (including the Addendum EU SCCs incorporated into it) is (1) governed by the laws of England and Wales and (2) any dispute arising from it is resolved by the courts of England and Wales, in each case unless the laws and/or courts of Scotland or Northern Ireland have been expressly selected by the Parties.
  13. Unless the Parties have agreed alternative amendments which meet the requirements of Section 12, the provisions of Section 15 will apply.
  14. No amendments to the Approved EU SCCs other than to meet the requirements of Section 12 may be made.
  15. The following amendments to the Addendum EU SCCs (for the purpose of Section 12) are made:
      • References to the "Clauses" means this Addendum, incorporating the Addendum EU SCCs;
      • In Clause 2, delete the words:

        "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";

      • Clause 6 (Description of the transfer(s)) is replaced with:

        "The details of the transfers(s) and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred) are those specified in Annex I where UK Data Protection Laws apply to the data exporter's processing when making that transfer.";

      • Clause 8.7(i) of Module 1 is replaced with:

        "it is to a country benefitting from adequacy regulations pursuant to Section 17A of the UK GDPR that covers the onward transfer";

      • Clause 8.8(i) of Modules 2 and 3 is replaced with:

        "the onward transfer is to a country benefitting from adequacy regulations pursuant to Section 17A of the UK GDPR that covers the onward transfer;"

      • References to "Regulation (EU) 2016/679", "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)" and "that Regulation" are all replaced by "UK Data Protection Laws". References to specific Article(s) of "Regulation (EU) 2016/679" are replaced with the equivalent Article or Section of UK Data Protection Laws;
      • References to Regulation (EU) 2018/1725 are removed;
      • References to the "European Union", "Union", "EU", "EU Member State", "Member State" and "EU or Member State" are all replaced with the "UK";
      • The reference to "Clause 12(c)(i)" at Clause 10(b)(i) of Module one, is replaced with "Clause 11(c)(i)";
      • Clause 13(a) and Part C of Annex I are not used;
      • The "competent supervisory authority" and "supervisory authority" are both replaced with the "Information Commissioner";
      • In Clause 16(e), subsection (i) is replaced with:

        "the Secretary of State makes regulations pursuant to Section 17A of the Data Protection Act 2018 that cover the transfer of personal data to which these clauses apply;";

      • Clause 17 is replaced with:

        "These Clauses are governed by the laws of England and Wales.";

      • Clause 18 is replaced with:

        "Any dispute arising from these Clauses shall be resolved by the courts of England and Wales. A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of any country in the UK. The Parties agree to submit themselves to the jurisdiction of such courts."; and

      • The footnotes to the Approved EU SCCs do not form part of the Addendum, except for footnotes 8, 9, 10 and 11.
      • Amendments to this Addendum
  16. The Parties may agree to change Clauses 17 and/or 18 of the Addendum EU SCCs to refer to the laws and/or courts of Scotland or Northern Ireland.
  17. If the Parties wish to change the format of the information included in Part 1: Tables of the Approved Addendum, they may do so by agreeing to the change in writing, provided that the change does not reduce the Appropriate Safeguards.
  18. From time to time, the ICO may issue a revised Approved Addendum which:
      • makes reasonable and proportionate changes to the Approved Addendum, including correcting errors in the Approved Addendum; and/or
      • reflects changes to UK Data Protection Laws;
      The revised Approved Addendum will specify the start date from which the changes to the Approved Addendum are effective and whether the Parties need to review this Addendum including the Appendix Information. This Addendum is automatically amended as set out in the revised Approved Addendum from the start date specified.
  19. If the ICO issues a revised Approved Addendum under Section 18, if any Party selected in Table 4 "Ending the Addendum when the Approved Addendum changes", will as a direct result of the changes in the Approved Addendum have a substantial, disproportionate and demonstrable increase in:
      • its direct costs of performing its obligations under the Addendum; and/or
      • its risk under the Addendum,
      and in either case it has first taken reasonable steps to reduce those costs or risks so that it is not substantial and disproportionate, then that Party may end this Addendum at the end of a reasonable notice period, by providing written notice for that period to the other Party before the start date of the revised Approved Addendum.
  20. The Parties do not need the consent of any third party to make changes to this Addendum, but any changes must be made in accordance with its terms.

ANNEX 1

This Annex 1 forms part of the Agreement and describes the processing that Data Processor will perform on behalf of Data Controller.

• List of the Parties

  As set out in the Agreement

• Further descriptions of the data processing are provided below:

  Scope, nature and purpose of the processing

  Enboarder LLC will process the Personal Data in order to deliver relevant and appropriate digital people activation experiences to Data Controller and Users (as defined below). As part of hiring individuals (New Hire), Data Controller will collect certain personal data from the New Hire to communicate before their commencement date, and to set them up as an employee by collecting the relevant information. Data Controller will be transferring Personal Data to Enboarder LLC to initiate an effective digital onboarding program for new joiners.

  Duration of the processing

  The Personal Data will be processed for the term of the Agreement.

  Data subjects

  The Personal Data to be processed concern the following categories of data subjects (please specify):

  Individual hired by data controller (New Hire), data controller employees (HR, manager of the New Hire, mentor, buddy) (collectively, "Users").

  Categories of Personal Data
  • Employee name
  • Employee contact information (phone and/or email)
  • Direct manager name
  • Direct manager contact information (phone and/or email)
  • Start date
  • Potential organisational information (role, location etc.)
  • Any additional categories of data requested into Enboarder are at the discretion of Data Controller.
  Special categories of data (if appropriate)

  The personal data transferred concern the following special categories of data (please specify): None

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

  Continuous

  Nature of the processing

  Collection, organization, storage, use, disclosure, erasure, augmentation, enrichment, transmission

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

  Upon the termination or expiration of the Agreement, or at any time upon Data Controller's request, Data Processor will immediately cease to process Data Controller Data and will promptly return or destroy the Data Controller Data (including all copies) in Data Processor's possession or control (including any Data Controller Data held by Subprocessors) as instructed by Data Controller.

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

  Please refer to Annex III

• Competent Supervisory Authority

  In accordance with Clause 13, the competent Supervisory Authority is: the supervisory authority for the Member State in which Data Controller is established.

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

ANNEX III
LIST OF SUBPROCESSORS