DATA PROCESSING ADDENDUM

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APPENDIX A

STANDARD CONTRACTUAL CLAUSES – MODULE 2

SECTION I

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)¹ 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”). 

3. These Clauses apply with respect to the transfer of personal data as specified in Annex I.B. 
4. The Appendix to these Clauses containing the Annexes referred to therein forms an integral part of these Clauses.

_{1*Where the data exporter is a processor subject to Regulation (EU) 2016/679 acting on behalf of a Union institution or body as controller,reliance on these Clauses when engaging another processor (sub-processing) not subject to Regulation (EU) 2016/679 also ensurescompliance with Article 29(4) of Regulation (EU) 2018/1725 of the European Parliament and of the Council of 23 October 2018 on theprotection of natural persons with regard to the processing of personal data by the Union institutions, bodies, offices and agencies and onthe free movement of such data, and repealing Regulation (EC) No 45/2001 and Decision No 1247/2002/EC (OJ L 295 of 21.11.2018, p. 39),to the extent these Clauses and the data protection obligations as set out in the contract or other legal act between the controller and theprocessor pursuant to Article 29(3) of Regulation (EU) 2018/1725 are aligned. This will in particular be the case where the controller andprocessor rely on the standard contractual clauses included in Decision [...].}

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 - 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.
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 – Optional 
Docking clause – not used – 

SECTION II – OBLIGATIONS OF THE PARTIES

Clause 8
Data protection safeguards

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

8.1 Instructions

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. 

8.2 Purpose limitation

The data importer shall process the personal data only for the specific purpose(s) of the transfer, as set out in Annex I.B, unless on further instructions from the data exporter. 

8.3 Transparency 

On request, the data exporter shall make a copy of these Clauses, including the Appendix as completed by the Parties, available to the data subject free of charge. To the extent necessary to protect business secrets or other confidential information, including the measures described in Annex II and personal data, the data exporter may redact part of the text of the Appendix to these Clauses prior to sharing a copy, but shall provide a meaningful summary where the data subject would otherwise not be able to understand 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.  

8.4 Accuracy

If the data importer becomes aware that the personal data it has received is inaccurate, or has become outdated, it shall inform the data exporter without undue delay. In this case, the data importer shall cooperate with the data exporter to erase or rectify the data.

8.5 Duration of processing and erasure or return of data

Processing by the data importer shall only take place for the duration specified in Annex I.B. After the end of the provision of the processing services, the data importer shall, at the choice of the data exporter, delete all personal data processed on behalf of the data exporter and certify to the data exporter that it has done so, or return to the data exporter all personal data processed on its behalf and delete existing copies. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit return or deletion of the personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process it to the extent and for as long as required under that local law. This is without prejudice to Clause 14, in particular the requirement for the data importer under Clause 14(e) to notify the data exporter throughout the duration of the contract if it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under Clause 14(a). 

8.6 Security of processing

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.

8.7 Sensitive data

Where the transfer involves personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person’s sex life or sexual orientation, or data relating to criminal convictions and offences (hereinafter “sensitive data”), the data importer shall apply the specific restrictions and/or additional safeguards described in Annex I.B.

8.8 Onward transfers

The data importer shall only disclose the personal data to a third party on documented instructions from the data exporter. In addition, the data may only be disclosed to a third party located outside the European Union²² (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.

8.9 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 [Specify time period] 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.³ 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.

_{22 - The Agreement on the European Economic Area (EEA Agreement) provides for the extension of the European Union's internal market to thethree EEA States Iceland, Liechtenstein and Norway. The Union data protection legislation, including Regulation (EU) 2016/679, is coveredby the EEA Agreement and has been incorporated into Annex XI thereto. Therefore, any disclosure by the data importer to a third partylocated in the EEA does not qualify as an onward transfer for the purpose of these Clauses.}

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. 
2. 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.   
3. 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: some text
   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.
4. 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. 
5. The data importer shall abide by a decision that is binding under the applicable EU or Member State law.
6. 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 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.
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.

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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.
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   [Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) and has appointed a representative pursuant to Article 27(1) of Regulation (EU) 2016/679:] The supervisory authority of the Member State in which the representative within the meaning of Article 27(1) of Regulation (EU) 2016/679 is established, as indicated in Annex I.C, shall act as competent supervisory authority. 
   
   [Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) without however having to appoint a representative pursuant to Article 27(2) of Regulation (EU) 2016/679:] The supervisory authority of one of the Member States in which the data subjects whose personal data is transferred under these Clauses in relation to the offering of goods or services to them, or whose behaviour is monitored, are located, as indicated in Annex I.C, shall act as competent supervisory authority. 

2. 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:some text
   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 safeguards⁴; 
   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.
3. 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.
4. The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on request.
5. 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). 
6. Following a notification pursuant to paragraph (e), or if the data exporter otherwise has reason to believe that the data importer can no longer fulfil its obligations under these Clauses, the data exporter shall promptly identify appropriate measures (e.g. technical or organisational measures to ensure security and confidentiality) to be adopted by the data exporter and/or data importer to address the situation. The data exporter shall suspend the data transfer if it considers that no appropriate safeguards for such transfer can be ensured, or if instructed by the competent supervisory authority to do so. In this case, the data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses. If the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise. Where the contract is terminated pursuant to this Clause, Clause 16(d) and (e) shall apply.  

Clause 15
Obligations of the data importer in case of access by public authorities

15.1 Notification

1. 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: some text
   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.
2. 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. 
3. 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.).
4. 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. 
5. 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.

_{44-As regards the impact of such laws and practices on compliance with these Clauses, different elements may be considered as part of anoverall assessment. Such elements may include relevant and documented practical experience with prior instances of requests fordisclosure from public authorities, or the absence of such requests, covering a sufficiently representative time-frame. This refers inparticular to internal records or other documentation, drawn up on a continuous basis in accordance with due diligence and certified atsenior management level, provided that this information can be lawfully shared with third parties. Where this practical experience is reliedupon to conclude that the data importer will not be prevented from complying with these Clauses, it needs to be supported by otherrelevant, objective elements, and it is for the Parties to consider carefully whether these elements together carry sufficient weight, in termsof their reliability and representativeness, to support this conclusion. In particular, the Parties have to take into account whether theirpractical experience is corroborated and not contradicted by publicly available or otherwise accessible, reliable information on the existenceor absence of requests within the same sector and/or the application of the law in practice, such as case law and reports by independentoversight bodies.}

15.2 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. 
2. 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).
3. The data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses, where:some text
   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. 

4. 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. 
5. 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 the EU Member State in which the data exporter is established. Where such law does not allow for third-party beneficiary rights, they shall be governed by the law of another EU Member State that does allow for third-party beneficiary rights. The Parties agree that this shall be the law of Germany.

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.

6. The Parties agree that those shall be the courts located in the  EU Member State where Customer’s EU headquarters or principal place of business is located.  
7. 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. 
8. The Parties agree to submit themselves to the jurisdiction of such courts.

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ANNEX I TO APPENDIX A

DESCRIPTION OF TRANSFER

1. List of Parties
   
   Data exporter(s): Customer and its Affiliates who are using the Reserv Services (see signature section for further details). 
   Data importer(s): Reserv (See signature section for further details).

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2. Description of Transfer
3. Categories of data subjects whose personal data is transferred: Categories of data subjects will include data exporter’s Users and personnel of data exporter’s (potential) business partners. Categories of personal data transferred:
   1. Data exporter’s User data:
      1. Email address
      2. First and last name
      3. Optional: nick name, picture, employee ID, phone and/or fax number, legal entity, and cost center
   2. Data exporter’s (potential) business partner contact data:
      1. Contact email address
      2. Contact first and last name
      3. Optional: phone and/or fax number
   3. Such other personal data as the data exporter may configure the Reserv Services to collect and to process
      
      Sensitive data transferred (if applicable) 
      ‍No sensitive data will be transferred by the data exporter.
      
      ‍The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis):
      ‍Data will be transferred on a continuous basis.
      
      ‍Nature of the processing/ purpose(s) of the data transfer and further processing
      ‍The data importer will provide an insurance claims processing cloud solution to the data exporter to support the optimization of transactional and operational processes of the data exporter. The data importer provides 24x7x365 support and has support centers in the United States of America. In the course of the aforementioned activities, data importer and its sub-processors may require access to Customer Data to fulfill their obligations under the Agreement.
      
      The data exporter’s instance on the Reserv Service will be hosted in a 3rd party data center in the region specified on the applicable Order Form.
      
      ‍The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period:
      ‍For as long as the processor is providing the services to the controller under the Claims Administrator Agreement and additional time as required by processor’s data backup obligations and backup deletion processes.
      
      ‍For transfers to (sub-)processors, also specify subject matter, nature and duration of the processing:
      ‍In the scope of providing the services to controller under the Claims Administrator Agreement, including technical support, processor and its sub-processors may need access to or process the personal data in order to provide the services.

3. Competent Supervisory Authority – See signature section for further details. 

‍

ANNEX II:

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

Reserv maintains a comprehensive, written, information security/cybersecurity program based on the NIST Cybersecurity Framework (CSF) and the Service Organization Controls (SOC) 2 family of controls (“Security Program”). Reserv completes an annual SOC 2 Type 2 audit to certify these controls are functioning as intended. Controls are designed, implemented, and monitored according to industry-best practices and standards and overseen by named security leadership. Controls exist across the following areas of the business:

Access Control. Reserv follows the principle of least privilege and implements this through role-based access control (RBAC). Reserv requires written permission prior to granting access to the claims environment and ensures that the appropriate job requirements necessitate such access. Reserv monitors access through quarterly access reviews and has various monitors and alerts configured in the SIEM for anomalous or elevated use patterns. Reserv enforces MFA for external system access.

Awareness and Training. Reserv maintains new hire and annual training modules that focus on cybersecurity and data privacy. 

Backup and Recovery. Reserv maintains a backup and recovery process that mandates risk-based backup schedules, protected by encryption and network isolation, and is supported by regular testing of the restoration process. Additional business continuity and recovery tests of the procedure are conducted at both the executive and technical teams.

Data Protection. Reserv follows a written data classification schema and policy. All customer data as treated as sensitive material, requiring significant protections.  Reserv treats data stores (such as databases) according to the most sensitive data elements that reside in them. In the case of claims data and those of the application, this means that data is encrypted at rest, follows a rigorous backup and recovery regime, and is limited by strong access controls. 

Encryption. Reserv utilizes industry-standard encryption protocols to encrypt data at rest (AES-256 via envelope encryption provided by a Key Management Service) as well as in transit (TLSv1.2+ enforced).

Endpoint Protection. Reserv employees advanced endpoint detection and response (EDR) agents on all employee laptops to monitor and proactively block malicious activities. 

Incident Response. Reserv maintains a written incident response procedure that is tested semi-annually with both executive and technical teams to ensure that awareness and proper responses can be managed in times of an incident. 

Maintenance. Reserv maintains a written maintenance plan that ensures appropriate protection of assets and data prior to maintenance efforts as well as ensuring downtime is minimized from end-of-life assets. Assets are appropriately sanitized prior to disposal.

Network/Transmission Security. Reserv utilizes encryption for data in transit (enforcing the TLSv1.2+ standard). 

Patch Management. Reserv utilizes multiple automated and manual processes to ensure patch management according to the written policy is enacted across infrastructure and endpoint assets.

Penetration Testing. Reserv conducts an annual penetration test of the application and network environment.

Risk Management. Reserv maintains a comprehensive cybersecurity and information security risk management program that operates as part of the enterprise risk management efforts of the organization. An annual risk assessment is completed, and regular presentations are made to an executive risk committee.

Software Development. Reserv follows a written software development lifecycle (SDLC) that requires ticketed evidence of changes, testing (both of functional and security nature), segregation of duties for approval of changes, and communication of changes. 

Third Party Risk Management. Reserv maintains contractual relationships with its third parties, enforcing data security and privacy standards and ensuring flow-down controls on its vendors. This is supported by a vendor risk management program that actively reviews vendors for security, privacy, compliance, and organizational risks for their use in the environment.

Vulnerability Management & Penetration Testing. Reserv conducts quarterly vulnerability scans of the external network surfaces while maintaining daily vulnerability identification processes of the network surface. The defined vulnerability management procedure describes the appropriate remediation requirements based on severity.

Exclusions. Reserv’s Security Program does not apply to any processing, storage, or transmission of data outside the Reserv Software as a Service platform, and Reserv is not responsible for the security practices (or any acts or omissions) of any third-party service providers engaged by or on behalf of Customer. The Reserv Security Program excludes: (i) data or information shared with Reserv that is not stored in the Reserv Software as a Service platform; or (ii) data in Customer’s virtual private network (VPN) or a third-party network other than one that is under a subcontract with Reserv to assist Reserv in fulfilling its obligations in the Agreement. Additionally, Reserv shall not be liable for any data (including where part of Customer Data) used, processed, stored or transmitted by Customer or users in violation of the Agreement.

Exhibit A-1: UK Addendum

UK ADDENDUM TO APPENDIX A

This UK Addendum (“Addendum”) to the EU Privacy Annex reflects the Parties’ agreement with respect to the processing of UK Personal Data within Customer Content under the Claims Administrator Agreement (or similarly titled agreement) and addresses provisions related to the privacy, security, breach notification, or other data protection laws applicable to Personal Data, including, as applicable, the UK Data Protection Act 2018 (“UK GDPR”) and regulations promulgated pursuant to such law.

International Data Transfer Addendum to the EU Commission 

Standard Contractual Clauses

(Version B1.0, in force 21 March 2022)

This Addendum has been issued by the Information Commissioner for Parties making Restricted Transfers. The Information Commissioner considers that it provides Appropriate Safeguards for Restricted Transfers when it is entered into as a legally binding contract. 

Part1: Tables

<table><tr><th>Start date</th><td colspan="2">This Addendum will take effect on the Claims Administrator Agreement Effective Date.</td></tr><tr><th>The Parties</th><th class="highlight">Exporter (who sends the Restricted Transfer)</th><th class="highlight">Importer (who receives the Restricted Transfer)</th></tr><tr><th>Parties’ details</th><td>Customer<br>(See signature section for further details)</td><td>Reserv<br>(See signature section for further details)</td></tr><tr><th>Key Contact</th><td>See signature section for further details</td><td>See signature section for further details</td></tr></table><h6>Table 2: Selected SCCs, Modules and Selected Clauses</h6><table><tr><th>Addendum EU SCCs</th><td>The version of the Approved EU (EEA) SCCs (the “Approved EU SCCs”) which this Addendum is appended to is as set forth in Appendix A of the DPA.</td></tr></table>

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:

Table 4: Ending this Addendum when the Approved Addendum Changes

Part2: 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:<table><tr><th class="highlight">Addendum</th><td>This International Data Transfer Addendum which is made up of this Addendum incorporating the Addendum EU SCCs.</td></tr><tr><th class="highlight">Addendum EU SCCs</th><td>The version(s) of the Approved EU SCCs which this Addendum is appended to, as set out in Table 2, including the Appendix Information.</td></tr><tr><th class="highlight">Appendix Information</th><td>As set out in Table 3.</td></tr><tr><th class="highlight">Appropriate Safeguards</th><td>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.</td></tr><tr><th class="highlight">Approved Addendum</th><td>The template Addendum issued by the ICO and laid before Parliament in accordance with s119A of the Data Protection Act 2018 on 2 February 2022, as it is revised under Section 18.</td></tr><tr><th class="highlight">Approved EU SCCs</th><td>The Standard Contractual Clauses set out in the Annex of Commission Implementing Decision (EU) 2021/914 of 4 June 2021.</td></tr><tr><th class="highlight">ICO</th><td>The Information Commissioner.</td></tr><tr><th class="highlight">Restricted Transfer</th><td>A transfer which is covered by Chapter V of the UK GDPR.</td></tr><tr><th class="highlight">UK</th><td>The United Kingdom of Great Britain and Northern Ireland.</td></tr><tr><th class="highlight">UK Data Protection Laws</th><td>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.</td></tr><tr><th class="highlight">UK GDPR</th><td>As defined in Section 3 of the Data Protection Act 2018.</td></tr></table>
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 apply.
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 hereunder 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:
    1. 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;
    2. Sections 9 to 11 override Clause 5 (Hierarchy) of the Addendum EU SCCs; and
    3. 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:
    1. References to the “Clauses” means this Addendum, incorporating the Addendum EU SCCs;
    2. 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”;
    3. 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.B where UK Data Protection Laws apply to the data exporter’s processing when making that transfer.”;
    4. 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”;
    5. 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;”
    6. 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;
    7. References to Regulation (EU) 2018/1725 are removed;
    8. References to the “European Union”, “Union”, “EU”, “EU Member State”, “Member State” and “EU or Member State” are all replaced with the “UK”;
    9. The reference to “Clause 12(c)(i)” at Clause 10(b)(i) of Module one, is replaced with “Clause 11(c)(i)”;
    10. Clause 13(a) and Part C of Annex I are not used;
    11. The “competent supervisory authority” and “supervisory authority” are both replaced with the “Information Commissioner”;
    12. 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;”;
    13. Clause17isreplacedwith: “These Clauses are governed by the laws of England and Wales.”;
    14. 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
    15. 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: 
    1. makes reasonable and proportionate changes to the Approved Addendum, including correcting errors in the Approved Addendum; and/or
    2. 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: some text
    1. its direct costs of performing its obligations under the Addendum; and/or 
    2. 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.

‍

Exhibit A-2: U.S. Privacy Annex

U.S. PRIVACY ANNEX

This U.S. Privacy Annex to the existing Claims Administrator Agreement (or similarly titled agreement) (the “Agreement”) addresses provisions related to U.S. privacy, security, breach notification, or other data protection laws applicable to Personal Information (defined below), including, as applicable, the California Consumer Privacy Act (“CCPA”), as amended by the California Privacy Rights Act (“CPRA”), and regulations promulgated pursuant to such laws. If there is a conflict between this Annex and the Agreement, this Annex shall control. Capitalized terms used but not defined in this Amendment will have the meaning provided in the Agreement.

1. Definitions. 
   For purposes of this Annex only:
   1. “Applicable Law” means any U.S. privacy, security, breach notification, or other data protection laws applicable to Personal Information, including, as applicable, the California Consumer Privacy Act (“CCPA”), as amended by the California Privacy Rights Act  (“CPRA”), the Virginia Consumer Data Protection Act, the Colorado Privacy Act, the Utah Consumer Privacy Act, and Connecticut Data Privacy Act, and substantially equivalent U.S. state privacy laws as they become effective from time to time. Capitalized terms not otherwise defined in the MSA shall have the meaning provided under Applicable Law.
   2. “Personal Information” means any information within Customer Data that Reserv Processes to allow Customer to access and use the Reserv Service relating, directly or indirectly, to any identified or identifiable natural person or household, including but not limited to information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular natural person or household. Without limiting the generality of the foregoing, “Personal Information” includes “personal information,” “personal data,” and like terms as defined under Applicable Law; 
   3. “Process” or “Processing” means any operation or set of operations which is performed on Personal Information or on sets of Personal Information, whether or not by automated means
    

2. To the extent that Reserv collects or Processes Personal Information within Customer Content in connection with performing functions on behalf of Customer specified in the Agreement and further to the extent applicable and required by Applicable Law, Reserv agrees as follows:some text
   1. Reserv shall use, disclose, or otherwise Process the Personal Information only to perform functions under the Agreement or as otherwise required by law or agreed to in writing by Customer. Without limiting the generality of the foregoing, and subject to the terms and conditions herein, Reserv agrees it shall not: (i) Sell or Share the Personal Information; (ii) retain, use, or disclose the Personal Information for any purpose other than for the specific purpose of performing functions under the Agreement, including retaining, using, or disclosing the Personal Information for a commercial purpose other than performing functions under the Agreement or retaining the Personal Information other than in connection with functions described in the Agreement; (iii) retain, use, or disclose the Personal Information outside of the direct business relationship between Reserv and Customer; or (iv) combine the Personal Information with Personal Information it receives from another source except as permitted by Applicable Law. Notwithstanding the foregoing, Customer agrees that Reserv may, if otherwise permitted by Applicable Law and subject to Reserv’s confidentiality obligations hereunder, Process Personal Information as permitted under Applicable Law, retain Personal Information to the extent required by Applicable Law, and perform other Processing functions as permitted under Applicable Law. Reserv hereby certifies that it understands the restrictions set forth in this section and will comply with them. The parties acknowledge and agree that the types of Personal Information Processed and the subject matter, nature, duration, and purposes of Processing of the Personal Information are set forth in Annex 1 to Appendix A. 
   2. Reserv shall comply with Applicable Law and reasonably assist Customer to comply with Applicable Laws, including but not limited to providing reasonable assistance honoring individual rights requests as necessary for Customer to comply with Applicable Laws. If Reserv receives requests relating to Personal Information directly from an individual in connection with the Agreement, Reserv shall inform the individual that Reserv cannot respond to the request because it is a Service Provider or Processor.
   3. Upon the reasonable request of Customer and to the extent required by Applicable Law: (i) Reserv shall make available to Customer the information necessary to demonstrate compliance with this Annex and Applicable Law; and (ii) If Customer wishes to carry out further audit activities of Reserv under Applicable Law, Customer shall provide Reserv with as much written notice as possible and reasonable, Reserv and Customer will mutually agree upon appropriate scoping and confidentiality protections, and Customer shall compensate Reserv for reasonable administrative costs and expenses Reserv incurs to cooperate with such further audit activities, unless such audit shows that Reserv is in material breach of its obligations under this Annex.
   4. Reserv shall maintain reasonable security measures to protect Personal Information in accordance with the Agreement, including providing at least the same level of privacy protection as is required by Applicable Laws and ensuring each person Processing the Personal Information is subject to a duty of confidentiality with respect to such Personal Information. If Reserv directly causes a breach of Personal Information that requires notification under Applicable Law, Reserv shall provide reasonable assistance to Customer as necessary for Customer to comply with Applicable Law.
   5. The parties do not intend for Reserv to Process Personal Information in a manner that presents a heightened risk of harm to consumers or that otherwise requires Customer to conduct a data protection assessment under Applicable Law (“High Risk Processing”). To the extent that Customer provides advanced written notice to Reserv that Reserv’s performance of functions under the Agreement may involve High Risk Processing, and Reserv agrees to perform such High Risk Processing, Reserv agrees to provide necessary information to enable Customer to conduct and document data protection assessments that are required by Applicable Law.
   6. Customer approves of Reserv’s use of the sub-processors listed in Exhibit A-3: Subprocessor Annex. Customer hereby consents to Reserv engaging new sub-processors subject to the following terms: Reserv shall provide Customer in due time with prior notice of any new sub-processor. Customer shall notify Reserv promptly in writing within 10 business days after receipt of such notice if the Customer has a reasonable basis to object to the use of new sub-processor. If Customer reasonably objects to the appointment of a new sub-processor, the parties will come together in good faith to discuss an appropriate solution. Reserv shall enter into a written contract with each new sub-processor imposing substantially similar data protection obligations as set out in this Annex.
   7. Duration of the Processing is as set forth in the Agreement.  Reserv shall delete or return such Personal Information after termination of the Agreement as further set forth in the Agreement.
   8. If Reserv can no longer meet its obligations under Applicable Law, it shall provide Customer notice thereof and, if and to the extent required by Applicable Law, allow Customer to take reasonable and appropriate steps to stop and remediate Reserv’s unauthorized use of Personal Information.

Exhibit A-3: Subprocessor Annex

LIST OF APPROVED SUBPROCESSORS

<h3 class="section-title">Infrastructure Subprocessors</h3><table><tr><th class="highlight">Subprocessor</th><th class="highlight">Location</th><th class="highlight">Purpose/Services</th><th class="highlight">Website & Contact Details</th></tr><tr><td>Amazon Web Services (AWS)</td><td>United States<br>Ireland</td><td>Cloud services, website hosting, and data center services</td><td><a href="https://aws.amazon.com">https://aws.amazon.com</a><br>440 Terry Ave N<br>Seattle, WA 98109</td></tr></table><h3 class="section-title">General Subprocessors</h3><p>Service Provider may use the following Subprocessors to perform other functions:</p><table><tr><th class="highlight">Subprocessor</th><th class="highlight">Location</th><th class="highlight">Purpose/Services</th><th class="highlight">Website & Contact Details</th></tr><tr><td>Google LLC</td><td>United States</td><td>Business administration, Email/communication, and related services</td><td><a href="https://cloud.google.com/">https://cloud.google.com/</a><br>1600 Amphitheatre Parkway<br>Mountain View, California USA 94043</td></tr><tr><td>Microsoft Corporation</td><td>United States</td><td>Business administration, delivery, support, and related services</td><td><a href="https://www.microsoft.com">https://www.microsoft.com</a><br>1 Microsoft Way<br>Redmond, WA 98052</td></tr><tr><td>salesforce.com Inc.</td><td>United States</td><td>Data integration, as applicable</td><td><a href="https://www.salesforce.com/">https://www.salesforce.com/</a><br>The Landmark at One Market, Suite 300<br>San Francisco, CA USA 94105</td></tr><tr><td>SnapSheet</td><td>United States</td><td>Claims administration software</td><td><a href="https://www.snapsheetclaims.com/">https://www.snapsheetclaims.com/</a><br>1 N. Dearborn St. Suite 600<br>Chicago, IL 60602</td></tr><tr><td>Vitesse</td><td>United Kingdom</td><td>Claims payment processor</td><td><a href="https://www.vitesse.io/">https://www.vitesse.io/</a><br>107 Cheapside 9^th Floor<br>London, United Kingdom</td></tr></table>