Amazon Web Services
HTM DATA PROCESSING AND SECURITY ADDENDUMThis Data Processing and Security Addendum (this “DPSA”) is entered into by and between HireTeamMate, Inc. dba Hiretual, registered in Delaware with its principal offices located at 2513 E. Charleston Rd., Suite 200, Mountain View, CA acting on its own behalf and as an agent for its Affiliates (collectively with its Affiliates and agents, “Supplier” or “HTM”) and __________________, acting on its own behalf and as an agent for its Affiliates (“Customer”), each as a “Party” and collectively, “Parties”, and shall amend, complement and apply to the Terms of Use of HTM (), Master Services Agreement entered into by the Parties, and/or any applicable Statement of Work or Service Orders entered into thereafter (collectively, the “Agreement”) between the Parties. If there is any conflict between this DPSA and the Agreement, this DPSA shall control to the extent of such conflict. This DPSA shall be effective as of the date of the last signature entered below or the date when Customer accepts the DPSA through HTM’s Site, until such time there is no outstanding Agreement between the Parties. The Parties hereby reach the agreement to the following:Definitions“Affiliate” means any entity that directly or indirectly owns or controls, is owned or controlled by, or is under the common ownership or control with a Party, where ownership or control is denoted by having more than fifty percent (50%) of the voting power (or equivalent ownership interest) of the applicable entity. “Agreed Purposes” means the scope of work and Services defined in the Agreement and any other purposes specified herein:___________________________________________________. “BCR” means the binding corporate rules to which the Supplier and its Affiliates may be party to, and which are both internally and externally binding for the benefit of Data Subjects and have been approved by all relevant regulators.“Controller”, “Processor”, “Processing”, “Technical and Organizational Measures”, “Business”, “Service Provider”, “Third Party”, “Personal Data” “Personal Information”, “Consumer”, and “Business Purposes” have the same meanings given in either the GDPR or CCPA in force at the time.“Data Protection Laws” shall mean all applicable laws, standards and regulations governing the Processing of Personal Information, as may be amended or enacted from time to time, including, but not limited to: the EU General Data Protection Regulation 2016/679 (“GDPR”); any national laws which implement the GDPR; the UK Data Protection Act 2018; the U.S. Health Insurance Portability and Accountability Act (“HIPAA”); the U.S. Gramm-Leach-Bliley Act (“GLBA”); the California Consumer Privacy Act of 2018 (“CCPA”); the Canadian Personal Information Protection and Electronic Documents Act (“PIPEDA”); the Australian Federal Privacy Act 1988 and Privacy Amendment (Enhancing Privacy Protection) Act 2012; the Swiss Federal Act on Data Protection (“FADP”); the Argentina National Constitution and The Personal Data Protection Law No. 25,326 (“PDPL”) (and its regulatory presidential decrees); India’s Information Technology Act 2000; Japan’s Act on Protection of Personal Information (“APPI”); Brazilian Personal Data Protection Law (“LGPD”); the Payment Card Industry Data Security Standard (“PCI DSS”); any fair information practices for handling, storing or managing data with privacy, security, and fairness that are incorporated into the foregoing or any other applicable laws or regulations (including, but not limited to, the Australian Privacy Principles, PDPL imposed data protection principles, and any similar regulatory authority responsible for the enforcement of data protection laws); and, where applicable, any guidance and codes of practice issued by any standards authority or government regulator or authority established in a particular jurisdiction which govern the Processing of Personal Information.“Customer Data” means all electronic data or information, including Metadata, submitted or made available by Customer, its agents, customers, suppliers, contractors, and outsourcers to Supplier. Customer Data includes Personal Information and Sensitive Personal Information.“Metadata” means any non-content data that describes and gives information about Customer Data as may be specifically defined by Data Protection Laws, including, but not limited to, traffic data, transmission data, and tracking data.“Shared Personal Information”: means the Personal Information shared between Supplier and Customer and then further shared between Customer and Customer’s customers.Security Controls and SafeguardsSupplier will comply with all applicable privacy and data security laws and regulations governing its use, processing, and storage of Customer Data.During the Agreement term, Supplier shall maintain a security program materially aligned with applicable industry standards designed to ensure security, confidentiality, availability and integrity of Customer Data. Such security program shall include the implementation of administrative, technical, and physical safeguards appropriate for the type of information that Supplier processes and the need for security and confidentiality of such information.Supplier implements controls aligned to industry standards intended to keep Customer Data secure and throughout the Agreement term shall maintain security measures designed to: (i) protect the security of Supplier systems which interact with Customer Data; (ii) protect against any anticipated threats or hazards to the security or integrity of Supplier systems which interact with Customer Data and (iii) protect against unauthorized access to or use of Supplier systems which interact with Customer Data that could result in harm to Customer.Supplier maintains access controls which include, but are not limited to, the following:Limiting access to its information systems and the facilities in which they are housed to properly authorized persons;Access by Supplier personnel to Customer Data is removed upon termination of employment or a change in job status that results in the personnel no longer requiring access to Customer Data;System passwords conform to strong password standards (9 characters minimum) that include length, complexity and expiration. A maximum of ten (10) password attempts can be made, after which access is blocked until the password is reset by authorized personnel. Password policies conform with NIST Special Publication 800-53.All communications to Customer transmitted over the internet are encrypted. Supplier utilizes encryption on its own email servers to ensure point-to-point encryption via opportunistic TLS. All Customer Data storage and backups are encrypted with high-grade encryption.Supplier monitors its network and production systems and implements and maintains security controls and procedures designed to prevent, detect, and respond to identified threats and risks. Such monitoring and testing include, but is not limited to, the following:Employing an industry standard network intrusion detection system to monitor and block suspicious network traffic;Reviewing access logs on servers and security events and retaining network security logs for 180 days;Reviewing all access to production systems;Performing network vulnerability assessments on a regular basis. Scans will be performed using industry standard scanning tools that identify application and hosting environment vulnerabilities. Supplier shall maintain a vulnerability remediation program; andEngaging third parties to perform network penetration testing on at least an annual basis.Supplier shall ensure that:All endpoints run an anti-virus solution and apply timely signature updates; andAll critical, exploitable vulnerabilities are patched in a timely manner.Use and Disclosures of Customer Data. Supplier will not use or disclose Customer Data except as necessary to perform its obligations or as otherwise set forth in this Agreement. Supplier must not further sell, share, or disclose Customer Data to any third parties.Sub-processors. To provide services to Customer, Supplier may share Customer Data with its sub-processor only upon Customer’s written authorization, and Supplier is responsible for ensuring sub-processor follows at least the same security standards described in this DPSA. Return of Customer Data. At any time or upon the termination of the Agreement, if requested by Customer, Supplier shall return any Customer Data under Supplier’s care to the control of Customer; or, if authorized and by providing a written certification of such, shall discard, destroy, and otherwise dispose of Customer Data, making such data unrecoverable, in a secure manner to prevent unauthorized handling of the Customer Data consistent with Customer’s policies, applicable industry standards and/or applicable law. Security Breach Notification. Supplier shall notify Customer within twenty-four (24) hours of becoming aware of the unauthorized acquisition, destruction, loss, modification, use or disclosure of Customer Data (“Security Breach”). Supplier will immediately investigate and take all reasonable and necessary steps to eliminate or contain the exposures that lead to such Security Breach.Supplier will, as soon as reasonably practicable, provide Customer with a written description of the Security Breach, as well as the mitigation steps taken by Supplier.Security Awareness and Training and Background Checks. Supplier requires at least annual security and privacy training for all Supplier’s personnel who has access to the Customer Data. Supplier will conduct or have on file background checks on all employees and contractors that include at least criminal and social security verification/tracing. Data PrivacyThe Parties, in Customer’s discretion, shall set forth the scope, nature, purpose, duration, and other details of the Processing carried out by Supplier in the applicable Agreement.Where Customer Personal Information is located within, or originates from, the European Union (EU) or European Economic Area (EEA), Supplier shall:not Process Customer Personal Information for purposes other than the Agreed Purposes unless required by EU Law (or in the case of Customer Personal Information originating solely from outside of the European Union, unless required by the laws of the country from which the relevant Customer Personal Information originated). Where any such requirement is placed on Supplier, it shall provide prior notice to Customer unless the relevant law prohibits the giving of notice on important grounds of public interest;not allow Customer Personal Information to be taken from Supplier premises, copied, or downloaded unless approved by Customer in writing and only when required to meet Supplier’s obligations set forth in the Agreement;reasonably assist Customer to comply with its own data security obligations under Data Protection Laws;use pseudonymization of Customer Personal Information, where appropriate, and encrypt Customer Data in accordance with the Agreement;inform Customer if, in its opinion, Customer instructions would be in breach of Data Protection Laws;provide reasonable assistance to Customer to allow it to conduct privacy impact assessments and to respond to requests from individuals exercising their rights under Data Protection Laws; andon request from Customer, provide evidence of its and its sub-processors’ compliance with the provisions of this DPSA.Supplier shall not transfer any such Customer Personal Information from the EU or EEA to any country or territory outside the EU or EEA unless either:it first notifies Customer of such transfer, and takes such measures as Customer may reasonably specify to ensure such transfer complies with Data Protection Laws, including, at the request of Customer, entering into (or procuring that such other third parties as Customer may reasonably specify enter into) Standard Contractual Clauses with Customer (or such other third party as Customer may reasonably specify) in the form approved by the EU Commission, incorporated by reference as Appendix A. For the purposes of this Section 4.3.1 and pursuant to Section 4.1, Customer hereby grants consent to the transfer that allows Supplier to provide Services to Customer as described in the Agreement; ortransfers are subject to BCR. If transferring Customer Personal Information pursuant to BCR, Supplier warrants and represents that its BCR are approved in all European jurisdictions from which the Customer Personal Information originates. Supplier shall ensure that it, and any of its Affiliates Processing Customer Personal Information from time to time, remains validly bound by such BCR for the duration of such Processing, even if it extends beyond the term of this Agreement.Supplier shall promptly provide Customer with all cooperation and information reasonably requested by Customer in order to determine the applicability of the BCRs to all or part of the Customer Personal Information and the adequacy of BCR as a data protection and transfer mechanism. In the event that the validity of the BCR (or the validity of binding corporate rules more generally as a data transfer mechanism) is challenged by a regulator or in a court, or if the BCR ceases to be recognized as providing adequate protection under the Directive, Supplier shall promptly notify Customer and comply with an alternative data transfer mechanism of Customer’s choosing that provides adequate protection either under the Directive, or pursuant to an adequacy finding by the Commission.Where both Supplier and Customer are considered Data Controllers, both Parties shall comply with all the obligations imposed on a?Data Controller under the?GDPR and ensure that it has lawful bases and all necessary notices and/or consents in place to enable lawful sharing of Shared Personal Information with Customer for the Agreed Purposes. Both Parties agree to accept the terms and conditions stipulated in Supplier’s Controller-to-Controller Data Processing Addendum() which governs each Party’s obligations as a Data Controller under GDPR.For Non-EU/EEA Data:Where Customer Personal Information is located in a non-EU or non-EEA country or territory that has enacted Data Protection Law(s) restricting transfers of or access to Customer Personal Information, Supplier may not transfer any Customer Personal Information to any other country or territory without the prior written consent of Customer. Supplier shall cooperate with Customer to execute any agreements and to implement all processes and measures that Customer deems appropriate to comply with such country’s Data Protection Law(s).Where applicable to the services provided, Supplier shall ensure that, in accordance with applicable law and/or Customer policies and procedures, all Customer Personal Information Processed on behalf of Customer by Supplier shall originate from individuals and entities (including without limitation consumers, business customers and/or Customer employees and contractors) who Customer has properly notified and who have provided appropriate consent to the collection, access, use, maintenance and/or disclosure of the Customer Personal Information. Unless otherwise agreed in writing by Customer and Supplier, the appropriate type of consent shall be express (“opt-in”) consent.The Parties shall, and Supplier shall ensure that each of the sub-processors shall, comply at all times with the Data Protection Laws and shall not perform their obligations under this Agreement in such a way as to cause either party to breach any of its obligations under any applicable Data Protection Laws.Supplier consents to Customer disclosing the existence and nature of this relationship as required by Data Protection Laws.Supplier shall: (i) promptly (within 72 hours) notify Customer if Supplier, its affiliates, or any sub-processor receives a Data Subject Request or a notification or complaint from a regulatory agency with respect to Customer Data or the activities under this Agreement; (ii) not honor or effectuate a Data Subject Request without Customer’s prior written consent (which shall not unreasonably be withheld); (iii) not directly respond to any Data Subject Request or notification or complaint from a regulatory agency, except upon the written instructions of Customer, or as required by the Data Protection Laws; and (iv) promptly cooperate with Customer with respect to any Data Subject Request or notification or complaint from a regulatory agency, including without limitation, providing all reasonably requested information or effectuating any Data Subject Request passed through from Customer to Supplier, its affiliates, or any sub-processor with respect to Customer Data.For California, with respect to the Parties’ other respective obligations under CCPA (if applicable), the following terms shall also apply:Supplier acknowledges and agrees that Customer has engaged Supplier as a Service Provider and may have provided Customer Personal Information of California Consumers to Supplier under this Agreement for the Authorized Purposes. Supplier further agrees that, to the extent permitted to Process Customer Personal Information in accordance with this Agreement: (i) it shall only Process any Customer Personal Information under this Agreement either for the purposes of providing the Services, or for a permissible Business Purpose under CCPA; (ii) it shall not otherwise, directly or indirectly, collect, retain, use, or Process any Customer Personal Information; and (iii) notwithstanding anything to the contrary in this Agreement, it shall not, directly or indirectly, Sell (as defined in CCPA) any Customer Personal Information. Supplier agrees that, on an annual basis, it shall certify in writing that: it has, at all times, complied with and is currently in compliance with the terms of this DPSA; and it is otherwise in compliance with CCPA to preserve its status as a Service Provider thereunder and it is not, after reasonable due diligence, aware of any facts or events which would jeopardize its status as a Service Provider under CCPA.Supplier’s Additional Obligations Supplier shall assist Customer in complying with all applicable requirements of the Data Protection Laws relating to the Shared Personal Information; andSupplier shall provide Customer with commercially reasonable assistance in complying with Data Subject’s request, in responding to any request from a Data Subject and in ensuring compliance with Customer’s obligations under the Data Protection Laws with respect to security, breach notifications, impact assessments and consultations, and requests from, supervisory authorities or regulators.If Customer finds Supplier in material non-compliance with this DPSA or any breach is not cured in a reasonable period of time, Supplier will refund Customer prorated for applicable payment(s) according to the the Agreement, and Customer may exercise its termination right under the Agreement and pursue damages under the applicable Data Protection Laws, including without limitation injunctive or other equitable relief which is necessary to mitigate damages suffered by Customer.AuditReport on Compliance. At Customer’s request, Supplier will provide Customer with all information reasonably necessary for Customer to verify Supplier’s compliance with the security obligations under this DPSA. The information will constitute Supplier Confidential Information under the confidentiality provisions of the Agreement or a non-disclosure agreement executed by the Parties, if any, as applicable. Supplier shall allow for and contribute to audits, including inspections, by Supplier or an auditor mandated by Supplier in relation to Processing of Customer Data by Supplier.Audit Rights. During the term of the Agreement, Customer has the right to conduct audit at least once per year at its expense, except where the Supplier was found in breach of this DPSA, in which case Supplier shall bear all costs of the audit. Audit Procedure. Upon Customer’s request, an audit shall be conducted in accordance with and subject to the limitations of the Agreement, provided however that: (i) an audit outside normal business hours shall be permitted if the audit or inspection shall be conducted on an emergency basis where Customer has given Supplier prior written notice to Supplier that this is the case; and that (ii) no limitation with respect to the frequency of audits conducted shall apply to any additional audits or inspections: (a) Customer reasonably considers necessary because of genuine concerns as to Supplier’s compliance with this DPSA; or (b) Customer is required or requested to carry out by Data Protection Law and Regulations, a supervisory authority, or any similar regulatory authority responsible for the enforcement of Data Protection Laws and Regulations in any country or territory, and, in each case (a) and (b), where Customer has identified its concerns or the relevant requirement or request in its notice to Supplier of the audit or inspection.Business Continuity and Disaster RecoverySupplier has policies and procedures in place for responding to an emergency or other occurrence (for example, fire, vandalism, system failure, pandemic, and natural disaster) that could affect the availability, integrity or confidentiality of Customer Data or production systems that contain Customer Data or that would interrupt Supplier’s ability to provide Services under the Agreement.Supplier’s data protection, high availability, and built-in redundancy are designed to ensure application availability and protect information from accidental loss or destruction.Supplier relies on reputable data center providers’ multiple levels of power redundancy, uninterrupted power supply (UPS) and backup power for Supplier’s system containing Customer Data. The power systems of the data centers processing Customer Data are designed to run uninterrupted during a total utility power outage, with every server receiving conditioned UPS power. The UPS power subsystem is redundant, with instantaneous failover if the primary UPS fails. All Supplier data center providers are ISO 27001:2013 certified.Data center facilities containing Customer Data have advanced fire suppression systems and redundant heating, ventilation and air conditioning systems providing appropriate and consistent airflow, temperature and humidity work and Storage Redundancy. All network devices, including firewalls, load balancers, and switches are fully redundant and highly available. High availability for Internet connectivity is ensured by multiple connections in each data center to different ISPs.Indemnification Supplier shall, at its own expense, protect, defend, indemnify and hold harmless Customer and its officers, directors, employees, successors, assigns, distributors, contractors, agents, affiliates and customers, from all third party claims or actions, damages, liabilities, assessments, losses, costs, and other expenses (including, without limitation, reasonable attorneys’ fees and legal expenses and breach notification expenses) arising out of or resulting from (a) any material breach of this DPSA by Supplier, (b) any acts and omissions of any Supplier’s sub-processors with respect to the Processing of any Personal Data, or (c) any incident or Personal Data Breach without any fault of Customer. Customer shall, at its own expense, protect, defend, indemnify and hold harmless Supplier and its officers, directors, employees, successors, assigns, distributors, contractors, sub-processors, agents, affiliates and customers, from all third party claims or actions, damages, liabilities, assessments, losses, costs, and other expenses (including, without limitation, reasonable attorneys’ fees and legal expenses and breach notification expenses) arising out of or resulting from (x) any breach by Customer for its obligations under applicable Data Protection Laws, or (y) any incident or Personal Data Breach without any fault of Supplier ((a) (b) (c) and (x) (y) are collectively “Claims”).The indemnitee party shall provide the indemnifying party with prompt written notice of any Claim. Upon receipt of any such notice, the indemnifying party must promptly take all necessary and appropriate action to protect indemnitee party’s interests with regard to any Claims in accordance with GDPR or applicable Data Protection Laws. The indemnitee party shall provide reasonable cooperation, information, and assistance in connection with any Claim (except that failure to do so shall only excuse the indemnifying party from its obligations to the extent such failure materially prejudiced the defense of the Claim). The indemnifying party shall have sole control and authority to defend, settle or compromise any Claim, provided that the indemnifying party shall not make any settlement that requires a materially adverse act or admission by the indemnitee party without the indemnitee party's written consent (such consent not to be unreasonably delayed, conditioned or withheld). If the indemnifying party provides counsel for the defense of any Claim and the indemnitee party, in its sole discretion, determines that such counsel is unacceptable or that a conflict of interest exists between the indemnitee party and such counsel, the indemnitee party may request the indemnifying party replace the counsel. If the indemnifying party fails to timely replace counsel, the indemnifying party agrees that its counsel shall work in good faith with the indemnitee party’s counsel until the Claim is resolved.MiscellaneousSurvival. This DPSA and the Standard Contractual Clauses will terminate simultaneously and automatically with the termination of the Agreement, except that all provisions intending to survive shall survive, including specifically, Sections 1, 3.2, 4, 8, and 9.Modifications. This DPSA may be amended or modified only by a writing signed by both Parties. Supplier acknowledges and agrees that Customer (whether it is acting as a Controller or a Processor on behalf of another Controller) may disclose this DPSA to third parties (including other Controllers, Data Subjects and regulators) for purposes of demonstrating compliance with applicable Data Protection Laws.Limitations. The Parties hereby acknowledge and agree that any remedies arising from any Personal Data Breach or any breach by Supplier or any authorized person of the terms of this DPSA are not and shall not be subject to any limitation of liability provision that applies to Supplier under the Agreement.Law. This DPSA shall be governed by the law of the same jurisdiction as the Agreement, except where and to the extent that applicable Data Protection Laws require that the DPSA be governed by the law of another jurisdiction.[Signature on Next Page][SIGNATURE PAGE]IN WITNESS WHEREOF, the Parties hereto, through their duly authorized officers, have executed this DPSA as of the date of the last signature set forth below.HIRETEAMMATE, INC. DBA HIRETUAL:By:Name:Title:Date:Customer: By:Name:Title:Date:Appendix ACommission Decision C(2010)593Standard Contractual Clauses (processors)For the purposes of Article 26(2) of Directive 95/46/EC for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protectionName of the data exporting organisation: (CUSTOMER)Address: ___________________________Tel.: _____________ ; fax: ____________ ; e-mail: ____________Other information needed to identify the organisation:__________________________________________________(the data exporter)AndName of the data importing organisation: HireTeamMate, Inc. dba HiretualAddress: 2513 E. Charleston Rd., Ste. 200, Mountain View, CA 94043Tel.: 408-831-1223 ext. 1; fax: 408-213-7508; e-mail: legal@Other information needed to identify the organisation:__________________________________________________(the data importer)each a “party”; together “the parties”,HAVE AGREED on the following Contractual Clauses (the Clauses) in order to adduce adequate safeguards with respect to the protection of privacy and fundamental rights and freedoms of individuals for the transfer by the data exporter to the data importer of the personal data specified in Appendix 1.Clause 1DefinitionsFor the purposes of the Clauses:(a)'personal data', 'special categories of data', 'process/processing', 'controller', 'processor', 'data subject' 'personal data', 'special categories of data', 'process/processing', 'controller', 'processor', 'data subject' and 'supervisory authority' shall have the same meaning as in Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data?;(b)'the data exporter' means the controller who transfers the personal data;(c)'the data importer' means the processor who agrees to receive from the data exporter personal data intended for processing on his behalf after the transfer in accordance with his instructions and the terms of the Clauses and who is not subject to a third country's system ensuring adequate protection within the meaning of Article 25(1) of Directive?95/46/EC;(d)'the subprocessor' means any processor engaged by the data importer or by any other subprocessor of the data importer who agrees to receive from the data importer or from any other subprocessor of the data importer personal data exclusively intended for processing activities to be carried out on behalf of the data exporter after the transfer in accordance with his instructions, the terms of the Clauses and the terms of the written subcontract;(e)'the applicable data protection law' means the legislation protecting the fundamental rights and freedoms of individuals and, in particular, their right to privacy with respect to the processing of personal data applicable to a data controller in the Member State in which the data exporter is established;(f)'technical and organisational security measures' means those measures aimed at protecting personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing.Clause 2Details of the transferThe details of the transfer and in particular the special categories of personal data where applicable are specified in Appendix 1 which forms an integral part of the Clauses.Clause 3Third-party beneficiary clause1.The data subject can enforce against the data exporter this Clause, Clause 4(b) to (i), Clause 5(a) to (e), and (g) to (j), Clause 6(1) and (2), Clause 7, Clause 8(2), and Clauses 9 to 12 as third-party beneficiary.2.The data subject can enforce against the data importer this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where the data exporter has factually disappeared or has ceased to exist in law unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law, as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity.3.The data subject can enforce against the subprocessor this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity. Such third-party liability of the subprocessor shall be limited to its own processing operations under the Clauses.4.The parties do not object to a data subject being represented by an association or other body if the data subject so expressly wishes and if permitted by national law.Clause 4Obligations of the data exporterThe data exporter agrees and warrants:(a)that the processing, including the transfer itself, of the personal data has been and will continue to be carried out in accordance with the relevant provisions of the applicable data protection law (and, where applicable, has been notified to the relevant authorities of the Member State where the data exporter is established) and does not violate the relevant provisions of that State;(b)that it has instructed and throughout the duration of the personal data processing services will instruct the data importer to process the personal data transferred only on the data exporter's behalf and in accordance with the applicable data protection law and the Clauses;(c)that the data importer will provide sufficient guarantees in respect of the technical and organisational security measures specified in Appendix 2 to this contract;(d)that after assessment of the requirements of the applicable data protection law, the security measures are appropriate to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing, and that these measures ensure a level of security appropriate to the risks presented by the processing and the nature of the data to be protected having regard to the state of the art and the cost of their implementation;(e)that it will ensure compliance with the security measures;(f)that, if the transfer involves special categories of data, the data subject has been informed or will be informed before, or as soon as possible after, the transfer that its data could be transmitted to a third country not providing adequate protection within the meaning of Directive 95/46/EC;(g)to forward any notification received from the data importer or any subprocessor pursuant to Clause 5(b) and Clause 8(3) to the data protection supervisory authority if the data exporter decides to continue the transfer or to lift the suspension;(h)to make available to the data subjects upon request a copy of the Clauses, with the exception of Appendix 2, and a summary description of the security measures, as well as a copy of any contract for subprocessing services which has to be made in accordance with the Clauses, unless the Clauses or the contract contain commercial information, in which case it may remove such commercial information;(i)that, in the event of subprocessing, the processing activity is carried out in accordance with Clause 11 by a subprocessor providing at least the same level of protection for the personal data and the rights of data subject as the data importer under the Clauses; and(j)that it will ensure compliance with Clause 4(a) to (i).Clause 5Obligations of the data importerThe data importer agrees and warrants:(a)to process the personal data only on behalf of the data exporter and in compliance with its instructions and the Clauses; if it cannot provide such compliance for whatever reasons, it agrees to inform promptly the data exporter of its inability to comply, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;(b)that it has no reason to believe that the legislation applicable to it prevents it from fulfilling the instructions received from the data exporter and its obligations under the contract and that in the event of a change in this legislation which is likely to have a substantial adverse effect on the warranties and obligations provided by the Clauses, it will promptly notify the change to the data exporter as soon as it is aware, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;(c)that it has implemented the technical and organisational security measures specified in Appendix 2 before processing the personal data transferred;(d)that it will promptly notify the data exporter about:(i)any legally binding request for disclosure of the personal data by a law enforcement authority unless otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation,(ii)any accidental or unauthorised access, and(iii)any request received directly from the data subjects without responding to that request, unless it has been otherwise authorised to do so;(e)to deal promptly and properly with all inquiries from the data exporter relating to its processing of the personal data subject to the transfer and to abide by the advice of the supervisory authority with regard to the processing of the data transferred;(f)at the request of the data exporter, to submit its data processing facilities for audit of the processing activities covered by the Clauses which shall be carried out by the data exporter or an inspection body composed of independent members and in possession of the required professional qualifications bound by a duty of confidentiality, selected by the data exporter, where applicable, in agreement with the supervisory authority;(g)to make available to the data subject upon request, a copy of the Clauses, or any existing contract for subprocessing, unless the Clauses or contract contain commercial information, in which case it may remove such commercial information, with the exception of Appendix 2 which shall be replaced by a summary description of the security measures in those cases where the data subject is unable to obtain a copy from the data exporter;(h)that, in the event of subprocessing, it has previously informed the data exporter and obtained its prior written consent;(i)that the processing services by the subprocessor will be carried out in accordance with Clause 11;(j)to send promptly a copy of any subprocessor agreement it concludes under the Clauses to the data exporter.Clause 6Liability1.The parties agree that any data subject, who has suffered damage as a result of any breach of the obligations referred to in Clause 3 or in Clause 11 by any party or subprocessor is entitled to receive compensation from the data exporter for the damage suffered.2.If a data subject is not able to bring a claim for compensation in accordance with paragraph 1 against the data exporter, arising out of a breach by the data importer or his subprocessor of any of their obligations referred to in Clause 3 or in Clause 11, because the data exporter has factually disappeared or ceased to exist in law or has become insolvent, the data importer agrees that the data subject may issue a claim against the data importer as if it were the data exporter, unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law, in which case the data subject can enforce its rights against such entity.The data importer may not rely on a breach by a subprocessor of its obligations in order to avoid its own liabilities.3.If a data subject is not able to bring a claim against the data exporter or the data importer referred to in paragraphs 1 and 2, arising out of a breach by the subprocessor of any of their obligations referred to in Clause 3 or in Clause 11 because both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, the subprocessor agrees that the data subject may issue a claim against the data subprocessor with regard to its own processing operations under the Clauses as if it were the data exporter or the data importer, unless any successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law, in which case the data subject can enforce its rights against such entity. The liability of the subprocessor shall be limited to its own processing operations under the Clauses.Clause 7Mediation and jurisdiction1.The data importer agrees that if the data subject invokes against its third-party beneficiary rights and/or claims compensation for damages under the Clauses, the data importer will accept the decision of the data subject:(a)to refer the dispute to mediation, by an independent person or, where applicable, by the supervisory authority;(b)to refer the dispute to the courts in the Member State in which the data exporter is established.2.The parties agree that the choice made by the data subject will not prejudice its substantive or procedural rights to seek remedies in accordance with other provisions of national or international law.Clause 8Cooperation with supervisory authorities1.The data exporter agrees to deposit a copy of this contract with the supervisory authority if it so requests or if such deposit is required under the applicable data protection law.2.The parties agree that the supervisory authority has the right to conduct an audit of the data importer, and of any subprocessor, which has the same scope and is subject to the same conditions as would apply to an audit of the data exporter under the applicable data protection law.3.The data importer shall promptly inform the data exporter about the existence of legislation applicable to it or any subprocessor preventing the conduct of an audit of the data importer, or any subprocessor, pursuant to paragraph 2. In such a case the data exporter shall be entitled to take the measures foreseen in Clause 5 (b).Clause 9Governing LawThe Clauses shall be governed by the law of the Member State in which the data exporter is established.Clause 10Variation of the contractThe parties undertake not to vary or modify the Clauses. This does not preclude the parties from adding clauses on business related issues where required as long as they do not contradict the Clause.Clause 11Subprocessing1.The data importer shall not subcontract any of its processing operations performed on behalf of the data exporter under the Clauses without the prior written consent of the data exporter. The data importer shall not subcontract any of its processing operations performed on behalf of the data exporter under the Clauses without the prior written consent of the data exporter. Where the data importer subcontracts its obligations under the Clauses, with the consent of the data exporter, it shall do so only by way of a written agreement with the subprocessor which imposes the same obligations on the subprocessor as are imposed on the data importer under the Clauses. Where the subprocessor fails to fulfil its data protection obligations under such written agreement the data importer shall remain fully liable to the data exporter for the performance of the subprocessor's obligations under such agreement.2.The prior written contract between the data importer and the subprocessor shall also provide for a third-party beneficiary clause as laid down in Clause 3 for cases where the data subject is not able to bring the claim for compensation referred to in paragraph 1 of Clause 6 against the data exporter or the data importer because they have factually disappeared or have ceased to exist in law or have become insolvent and no successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law. Such third-party liability of the subprocessor shall be limited to its own processing operations under the Clauses.3.The provisions relating to data protection aspects for subprocessing of the contract referred to in paragraph 1 shall be governed by the law of the Member State in which the data exporter is established.4.The data exporter shall keep a list of subprocessing agreements concluded under the Clauses and notified by the data importer pursuant to Clause 5 (j), which shall be updated at least once a year. The list shall be available to the data exporter's data protection supervisory authority.Clause 12Obligation after the termination of personal data processing services1.The parties agree that on the termination of the provision of data processing services, the data importer and the subprocessor shall, at the choice of the data exporter, return all the personal data transferred and the copies thereof to the data exporter or shall destroy all the personal data and certify to the data exporter that it has done so, unless legislation imposed upon the data importer prevents it from returning or destroying all or part of the personal data transferred. In that case, the data importer warrants that it will guarantee the confidentiality of the personal data transferred and will not actively process the personal data transferred anymore.2.The data importer and the subprocessor warrant that upon request of the data exporter and/or of the supervisory authority, it will submit its data processing facilities for an audit of the measures referred to in paragraph 1.APPENDIX 1 TO THE STANDARD CONTRACTUAL CLAUSESThis Appendix forms part of the Clauses and must be completed and signed by the parties.The Member States may complete or specify, according to their national procedures, any additional necessary information to be contained in this Appendix.Data exporterThe data exporter is (please specify briefly your activities relevant to the transfer):CUSTOMER is the data exporter. CUSTOMER is the user of the Services as provided in the Agreement by providing CUSTOMER Data to Supplier to process and enrich for CUSTOMER’s recruiting purposes. Data importerThe data importer is (please specify briefly activities relevant to the transfer):Supplier is the data importer. Supplier process, collect and transfer Personal Data to CUSTOMER for the Authorized Purposes as defined in the Agreement, including recruiting purposes. Data subjectsThe personal data transferred concern the following categories of data subjects (please specify):Passive job candidates.Categories of dataThe personal data transferred concern the following categories of data (please specify):Job candidate name, email, phone number, approximate location, work history, education, job skills, social network profile and credentials.Special categories of data (if appropriate)The personal data transferred concern the following special categories of data (please specify):NoneProcessing operationsThe personal data transferred will be subject to the following basic processing activities (please specify):The Services as provided in the Agreement.APPENDIX 2 TO THE STANDARD CONTRACTUAL CLAUSESThis Appendix forms part of the Clauses and must be completed and signed by the parties.Description of the technical and organisational security measures implemented by the data importer in accordance with Clauses 4(d) and 5(c) (or document/legislation attached):Data importer (Supplier) will maintain technical and organizational security measures for protection of the security, confidentiality and integrity of Personal Data processed in the context of the provision of the Services as described in the DPSA. ................
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