Data Processing Addendum for AI Narrator, Inc. Services (Sep 2021)

Last Modified: September 9, 2020

This Data Processing Addendum (the "DPA") is made between you, the customer ("Customer" or "You") and AI Narrator, Inc., (" Company" or " AI Narrator") (which expression shall include its affiliates, successors and permitted assigns), and relates to your use of our Services.

Customer and Company are each individually referred to herein as a "Party" and collectively as the "Parties".

The DPA is an integral part of Company's Terms of Use (the "Agreement"). Terms and expressions used in this DPA shall have the same definition and meaning than in that Agreement unless otherwise defined herein.

Customer enters into this DPA on behalf of itself. Except as expressly stated otherwise, in the event of any conflict between the terms of this DPA, including any appendices referenced herein, and the Agreement, the terms of this DPA shall take precedence.

The DPA applies to your use of the Services to the extent that either You or Company are/is subject to the GDPR as defined below, which mandates that the relationships between a Controller and a Processor (Article 28 GDPR) be governed by a written agreement.

The relationship between the Customer and the Company does not constitute, and shall not be construed as that of, a joint controller relationship.

However, depending on the Processing operations implemented by the Parties and as described in Appendix 1 to this DPA, AI Narrator may be acting in its capacity as:

A Processor of the Customer for the purpose of performing the Services in accordance with the Customer's instruction, for the sole purpose and duration of the Agreement;
A Controller, determining independently the purposes and means of the Processing operations it implements with regard to its needs for performance and statistical evaluations of the Services.

This DPA defines the role, the capacity and the ensuing liability of each Party based on the information detailed in Appendix 1.

This DPA contains only rules applicable to the Processing of Personal Data within the framework of the Agreement, along with additional rules pertaining to the transfer of data outside of the EU/EEA, as may be applicable. In consideration of the obligations herein contained, the Parties have agreed that they shall process any and all Personal Data on the terms set out in this DPA.

1. Definitions

Capitalized terms not defined in context or in the Agreement shall have the meanings assigned to them below:

"Appropriate Safeguards" shall mean appropriate safeguards pursuant to Art. 46 GDPR, such as legally binding and enforceable instruments between public authorities or bodies, binding corporate rules or standard data protection clauses adopted by the EU Commission;
"Controller" shall have the meaning set forth in Article 4(7) GDPR and means, within the context of the Agreement, the Customer and/or its affiliate, inasmuch as it determines the purposes and means of the processing of Personal Data;
"Data Protection Laws" means (i) the GDPR, (ii) the e-Privacy Directive 2002/58/EC (" e-Privacy Directive"), and any further applicable legislation replacing the e-Privacy Directive and/or the GDPR; (iii) any data protection law, statute or regulation of a European Union (" EU") Member State, which may apply to one of the Parties pursuant to its data Processing activities or its establishment within the EU and (iv) any guidelines or opinion adopted by the European Data Protection Board (" EDPB") as to interpret the application of GDPR and the e-Privacy Directive (v) the decisions of the Supervisory Authority or the judicial or administrative courts of an EU Member State which are binding on one of the Parties by way of its data Processing activities or its establishment within the EU as well as (vi) the decisions rulings adopted by the EUCJ or the ECHR regarding Personal Data and privacy protection and freedom of speech or freedom of information;
"Data Subject" shall have the meaning set forth in Article 4(1) GDPR and means any natural person to whom Personal Data relates;
"EU Data Protection Regulation" or "GDPR" means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC, as may be amended from time to time over the performance of the Agreement;
"Personal Data" shall have the meaning set forth in Article 4(1) GDPR and means any information relating to a Data Subject who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that Data Subject;
"Processing" shall have the meaning set forth in Article 4(2) GDPR and means any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction;
"Processor" shall have the meaning set forth in Article 4(8) GDPR and, within the context of the Agreement, means the Company which Processes Personal Data on behalf of the Controller;
"Personal Data Breach" shall have the meaning set forth in Article 4(12) GDPR and means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data transmitted, stored or otherwise processed;
"Sub-processor" means Processor engaged by Company for the provision of all or parts of the Services;
"Supervisory Authority" shall have the meaning set forth in Article 4(21) GDPR and means an independent public authority which is established by an EU Member State pursuant to Article 51 GDPR.

2. Categories of Personal Data and Data Subjects

Customer authorizes and requests that Company processes Personal Data defined in Appendix 1 to this DPA.

3. Purpose and duration of Processing.

The purpose of Processing of Personal Data by the Company on behalf of the Customer is the performance of the Services pursuant to the Agreement.

4. Obligations of the Parties

Each Party undertakes to comply with Data Protection Laws, as applicable to their activities and Processing.

For the performance and management of the Agreement, the Parties, when each acting independently as a Controller, will process Personal Data relating to the other Party's representatives, as may be mentioned in this Agreement (e.g. signatories for the Parties). Each Party warrants that it will inform its own representative personnel on the Processing of his/her Personal Data by the other Party.

Each Party warrants and is liable for itself and its representative and, as the case may be, for any third party Processor or authorized Sub-Processor to ensure the security, integrity and confidentiality of the Personal Data it processes in the context of the Agreement.

Each Party shall maintain the records of all of their Processing activities ("Records of Processing"), as mandated under Data Protection Laws. The Records of Processing shall contain purposes of the Processing, categories of Personal Data being processed, sources of Personal Data, recipients of Personal Data, legal basis for the Processing activities, Personal Data retention periods resulting from the purposes of the Processing or from legal obligations, possible sharing of the Personal Data between the Parties, or the Personal Data remote access/availability by another Party or by a third party.

The Parties agree that Article 5 of this DPA applies to any Processing of Personal Data which is carried out by the Company, acting as Processor on behalf of the Customer, acting as the Controller in regards to the Processing operation(s) as set forth in Appendix 1.

Other Processing operations which may be performed by Company as a Data Controller, as described in Appendix 1, without the involvement of Customer shall be performed under Company's sole responsibility.

5. Undertakings of AI Narrator acting as Processor

5.1 Instructions

Company will follow written and documented instructions received from Customer with respect to Personal Data, unless, in Company's opinion such instructions (i) are legally prohibited, (ii) require material changes to Company' Services, (iii) result in a likely violation of GDPR and/or (iv) are inconsistent with the terms of the Agreement or Company's documentation relating to the Services. In any such case, Company shall immediately inform the Customer of its inability to follow such instructions, it being specified that any processing described in the Agreement shall be considered as instruction by the Customer.

Customer shall, in its own use of the Services, process Personal Data in accordance with the requirements of Data Protection Laws. Customer's instructions to Company for the processing of Personal Data shall comply with Data Protection Laws. Customer shall have sole responsibility for the accuracy, quality, and legality of Personal Data provided to Company through the use of the Services by the Customer. Customer shall also be solely responsible for the means by which Customer acquired such Personal Data, including the legality of providing and making available the Personal Data to Company (including, without limitation and as the case may be, obtaining consent as and when required. Customer shall indemnify Company and hold Company harmless in case of any breach of this subsection.

Company undertakes to keep and maintain adequate and complete documentation of Company's processing or use of Customer's Personal Data.

5.2 Data Secrecy

Only the personnel, including employees, contractors and agents, performing the Services in accordance with the Agreement and/or have executed confidentiality agreements and entrusted with appropriate instructions as regards the Processing, shall be able to process Personal Data. Company shall ensure that such confidentiality obligations survive the termination of the personnel engagement. Company will regularly train individuals having access to Personal Data in data security and data privacy.

Company also warrants that any person acting under its authority and having access to Personal Data for the provision of the Services shall Process them according to Customer instructions only.

5.3 Cooperation

Company shall to the extent legally permitted promptly notify Customer if (i) Company receives a request from a Data Subject to provide access to, correct, amend or delete that Data Subject's Personal Data, (ii) a Data Subject opposes the processing of her or his Personal Data and/or (iii) the Data Subject wishes to exercise her or his right to portability or to be forgotten under GDPR. Company shall not respond to such Data Subject's request without Customer's prior written approval, except in order to confirm that such request is properly directed to Customer.

To the extent Customer, in its use of the Services, does not have the ability to directly and personally access, correct, amend, block or delete Personal Data, as required by Data Protection Laws, Company shall comply with any commercially reasonable request by Customer to facilitate such actions to the extent Company is legally permitted to do so, and provided such request is exercised in accordance with Data Protection Laws. To the extent legally permitted, Customer shall be responsible for any costs arising from Company's provision of such assistance.

At Customer's request, Company will reasonably support Customer in dealing with requests from Data Subjects or regulatory authorities regarding Company's processing of Personal Data.

More generally, the Company undertakes to provide timely and reasonable assistance to the Customer, insofar as this is possible, for the Customer to comply with its obligations under Data Protection Laws, notably, without being limited to and subject to such information not being otherwise readily available, with regard to the provision of information required for the implementation of data protection impact assessments, at Customer's expenses.

5.4 Security - Technical and organizational measures

The Company shall implement appropriate physical, technical and organizational measures to protect Personal Data against accidental loss, alteration, unauthorized disclosure or access, in particular where the Processing involves the transmission of Personal Data over a network, and against all forms of unauthorized or unlawful processing. Such measures shall ensure a level of security appropriate to the risk, including inter alia as appropriate: (i) the pseudonymization and encryption of Personal Data, (ii) the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services, (iii) the ability to restore the availability and access to Personal Data in a timely manner in the event of a physical or technical incident, and (iv) a process for regularly testing, assessing and evaluating the effectiveness of physical, technical and organizational measures for ensuring the security of any Processing for the purpose of providing its services, and as detailed, reviewed and validated by the Customer in Appendix 4 to this DPA.

Customer agrees that Company may modify the measures taken in Appendix 4 in protecting Personal Data so long as it does not diminish the level of data protection agreed herein.

5.5 Information to Data Subjects

As regards Personal Data processed for the provision of the Services, the Customer shall be the only responsible Party for:

informing the Data Subject that his/her Personal Data is processed and providing him with all information required by the Data Protection Laws; and
respecting the rights of the Data Subjects pursuant to the Data Protection Laws and handle the requests based on their rights appropriately.

5.6 Personal Data Breach Notification

Company shall, to the extent permitted by law, without undue delay notify Customer if Company becomes aware of any Personal Data Breach relating to Personal Data. Taking into account the nature of the processing and the information available to Company, Company shall provide Customer with commercially reasonable assistance, with Customer's obligation to provide notification of any such Personal Data Breach to any Supervisory Authority and/or to the Data Subject. Specifically, Company agrees to make good faith efforts to identify the cause of such Personal Data Breach and take such steps as Company deems necessary and reasonable in order to remediate the cause of the Personal Data Breach, to the extent the remediation is within Company's reasonable control. The obligations herein shall not apply to the extent that the Personal Data Breach is caused by Customer and/or Customer's affiliates.

5.7 Return and Deletion of Personal Data.

Customer shall notify Company at least 60 (sixty) days before the expiration or earlier termination of the Agreement for any reason of its intent to have the Personal Data returned to Customer or deleted. If requested to return Personal Data and provided that Customer has not be provided with the possibility to extract the Personal Data, Company shall do so in a commonly used format within 15 (fifteen) days of the effective end of the Agreement.

In any case, further to such provision of Personal Data by Company to Customer or provided that Customer has not expressly requested the return of the Personal Data, the Company shall delete Personal Data including all the copies of it within 15 (fifteen) days from the effective end of the Agreement for any reason. The parties agree that Company may retain one copy of the Personal Data as necessary to comply with any of Company's legal, regulatory, judicial, audit or internal compliance requirements.

5.8 Sub-processors

Customer acknowledges and agrees that (i) Company may retain affiliates of Company or third party providers as Sub-processors in connection with the performance of the Services. The current Sub-processors are listed in the Appendix 3. Company is responsible for any breaches of this DPA caused by Sub-processors retained by Company.

Company shall impose on its Sub-Processors, by way of a written agreement, similar and no less stringent obligations as are imposed on Company under this DPA.

Customer hereby generally authorizes Company to engage additional Sub-processors for the provision of Services provided Company notifies Customer in advance in writing, including by email, of any changes to the list of Sub-processors before they are being engaged (except for replacement of an existing Sub-processor in urgent cases or a deletion of an existing Sub-processors without replacement). Customer may object to Company's use of a Sub-processor by notifying Company in writing within five (5) business days following the receipt of Company's notice to Customer of a change in Sub-processor, on the basis that the contemplated Sub-processor would create an objective and legitimate concern with regard to the security, integrity, confidentiality and/or availability of the Personal Data along with Customer's express intent to exercise its rights under Article 11 below (" Reasonable Objection").

If Customer does not object within five (5) days of receipt of the notice, Customer is deemed to have accepted the new Sub-processor. If Customer does object to the use of the Sub-processor within this timeframe, the parties will come together in good faith to discuss a resolution. If Customer and Company are unable to resolve Customer's objection in that good-faith discussion within ten (10) days from Customer's Reasonable Objection, Company may choose to: (i) not use the Sub-processor or (ii) take corrective steps requested by Customer in its Reasonable Objection and proceed to use the new Sub-processor. If none of these options is reasonably possible and Customer continues to maintain a Reasonable Objection to the engagement of the new Sub-processor, then either party may terminate the Agreement on fifteen days' written notice to the other party. If Customer's Reasonable Objection remains unresolved fifteen (15) days after it was first raised, and Company has not received any notice of termination from Customer, Customer is deemed to have accepted Processor's engagement of the new Sub-processor.

5.9 Audit Rights

Upon Customer's request and subject to confidentiality obligations of the Agreement, Company will make available to Customer information necessary to demonstrate its compliance with the obligations laid down in this DPA.

Where the mandatory Data Protection Law provides Customer with a direct audit right at Customer's site, Company will allow for and contribute to audits, including inspections, conducted by the Customer or another auditor mandated by the Customer, provided such an auditor is not a competitor of the Company and has duly executed a non-disclosure agreement with Company.

In case of an audit, the Customer may contact Company using contact details provided in the Agreement to request an on-site audit, at Customer's sole expenses, with at least sixty (60) days prior notice, that shall be limited to the audit of the architecture, systems and procedures relevant to the protection of Personal Data at Customer's locations where Personal Data is stored. Before the commencement of any such on-site audit, Customer and Company shall mutually agree upon the scope, timing, and duration of the audit, none of which shall adversely impact Company's business activities.

Customer shall reimburse Company for any time expended by the Company for any such onsite audit at the Company's then-current professional services rates, which shall be made available to Customer upon request. Customer shall promptly notify Company of any non-compliance discovered during the course of an audit. Such audit will be limited to once in any twelve-month period, except where Customer is able to evidence that an additional audit over this time period has been mandated by a Supervisory Authority.

5.10 Data Protection Impact Assessment.

Upon Customer's request, Company shall provide Customer with reasonable cooperation and assistance as needed to fulfil Customer's obligation under GDPR to carry out a data protection impact assessment related to Customer's use of the Services, to the extent Customer does not otherwise have access to the relevant information, and to the extent such information is available to Company. Company shall provide reasonable assistance to Customer in the cooperation or prior consultation with the Supervisory Authority in the performance of its tasks relating to this Article to the extent required under GDPR.

6. Liability and indemnification

Each Party represents and warrants that it will indemnify and hold the other Party harmless against any direct loss and damage to the latter resulting from a breach by said Party or its Representative of its contractual obligations under this DPA and/or any Data Protection Laws, subject to any limitation of liability provision in the Agreement.

Each Party, acting as Controller, shall be liable for the damage caused by processing which infringes Data Protection Laws.

The Company, acting as Processor, shall be liable for the damage caused by Processing only where it has not complied with obligations of Data Protection Laws specifically directed to Processors or where it has acted outside or contrary to the Customer instructions.

7. Effective date

The DPA shall come into force on the Effective Date shall be automatically terminated when the Agreement terminates or expires for any reason, notwithstanding the survival of the relevant provision for as long as Personal Data related to a Party is retrained by the other Party.

8. Governing law and venue

Governing law and venue are as set forth in the Agreement. For the avoidance of doubt,(i) this DPA shall be governed by and constructed in accordance with the laws of the State of New York of the United States of America (excluding its rules on conflict of law), and (ii) in the event that any claim related to this DPA cannot be subject to mandatory arbitration as a matter of law, the Parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in New York County, New York, and hereby irrevocably waive any claim that they are not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper.

9. Miscellaneous

This DPA prevails over any previous agreements with respect to this subject matter and, in particular, cancels and replaces any particular provisions in the Agreement which may relate to the Processing of Personal Data.

APPENDIX 1

DETAILS OF THE PROCESSING

Processing Operation	Legal Basis	Role of the Company	Role of the Customer	Personal Data Involved	Transfer outside of the EU/EEA
Performance of Services as set forth in the Agreement	Necessity for the performance of the contract entered into by Customer and Company	Data Processor	Data Controller	Customer Personal Data:Any of Customer's data in the Customer's data warehouse.	Yes, US
Services Performance and statistical evaluation	Legitimate interest of AI Narrator to improve its services	Data Controller	N/A	Email, Phone, location, any analytics data for interacting with Company's Services	Yes, US

APPENDIX 2

DATA TRANSFER AGREEMENT

Standard contractual clauses for the transfer of personal data from the Community to third countries (processor)

Data transfer agreement

between

The Customer, as detailed in the Agreement

hereinafter "data exporter"

and

AI Narrator, Inc., an incorporated company formed under the laws of the United States, located at 306 Gold St, #5C - Brooklyn, NY 11201 United States (hereinafter referred to as "AI Narrator," which expression shall include its affiliates, successors and permitted assigns).

hereinafter "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.

1. Definitions

For the purposes of the Clauses:

(a) '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.

2. Details of the transfer

The 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.

3. Third-party beneficiary clause

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.
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.
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.
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.

4. Obligations of the data exporter

The 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).

5. Obligations of the data importer

The 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 theprocessing 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.

6. Liability

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.
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 of 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.

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 subprocessorwith 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.

7. Mediation and jurisdiction

The data importer agrees that if the data subject invokes against it 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.

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.

8. Cooperation with supervisory authorities

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.
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.
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).

9. Governing Law

The Clauses shall be governed by the law of the Member State in which the data exporter is established.

10. Variation of the contract

The 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.

11. Subprocessing

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.
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.
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.
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.

12. Obligation after the termination of personal data processing services

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.
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.

13. Miscellaneous

This Appendix shall be deemed to be validly agreed upon by the Parties in accordance with, and at the time of, validation of the End User License Agreement to which such DPA is appended.

14. Supplemental terms - Transfers to the United States

The following terms are added by the Parties further to the decision of the European Court of Justice of the European Union C-311/18 ("Schrems II") and inasmuch as the data importer is located in a jurisdiction whose regulatory framework imposes on the data importer obligations which may contrary to those terms and could impinge on the contractual guarantee of an adequate level of protection against access by the public authorities of that third country to that data.
In that regard, the data importer warrants, in its name and on behalf of any processors appointed further to Clause 11 above, that it is considered as an electronic communication service provider, for the purpose of FISA Section 702
Where the data importer is subject to Section 2.b above, it shall:

a) Keep the data exporter informed of any request to disclose the personal data or any event which could lead to a breach of the undertakings contained in these Clauses prior to the occurrence of any such disclosure or breach (an " Event") , inasmuch as authorized by the law applicable to the data importer; and

b) Where the disclosure of personal data or breach of these Clauses cannot be otherwise prevented, terminate these Clauses immediately following an Event, suspend any transfer of personal data from the data exporter and provide the data exporter with a written confirmation of such suspension.

Where such termination would prevent the continuation of the underlying service agreement between the data exporter and data importer (the " Underlying** Agreement**"), and notwithstanding anything to the contrary in the Underlying Agreement, the Event shall be a cause for termination of the Underlying Agreement by either Party with no fault of either Party, subject to the terminating Party duly documenting the Event. The foregoing shall not be construed in any way as a possibility for either party to terminate these Clauses or the Underlying Agreement for convenience.
Should additional requirement in the wake of Schrems II come to require additional measures at local or European level, the parties undertake to amend this Clause 14 in good faith without undue delay.

ANNEX A

DESCRIPTION OF THE TRANSFER

This Appendix forms part of the Clauses and must be completed and signed by the parties.

Data exporter

The data exporter is:

Customer (data exporter) has data in their data warehouse. Customer will be giving access to that data to the data importer (Company).

……………………………………………………………………………………………………………………………………………

Data importer

The data importer is:

Company (data importer) will import data from Customer's data warehouse, process data per Customer's instructions on Company's AWS infrastructure, and return data back to Customer's data warehouse. Company will only keep data out of Data exporter's infrastructure for caching purposes to make the Services work more efficiently.

……………………………………………………………………………………………………………………………………………

Data subjects

The personal data transferred concern the following categories of data subjects:

Data exporter's clients. Could be companies, employees, persons, etc…

……………………………………………………………………………………………………………………………………………

Categories of data

The personal data transferred concern the following categories of data:

Any data the data exporter has in data exporter's data warehouse. Could be personal information, identifiers, descriptors, classification characteristics, location data, sensory data, professional data, activities, etc…

……………………………………………………………………………………………………………………………………………

Processing operations

The personal data transferred will be subject to the following basic processing activities:

The Services are as follows

Data exporter writes transformations in Data importer's application
Data importer uses transformations to process Data exporter's data
Data is processed by Data importer's infrastructure and returned back to Data exporter's data warehouse

……………………………………………………………………………………………………………………………………………

FOR DATA IMPORTER	FOR DATA EXPORTER
AI Narrator, Inc. By: [See Agreement]	Customer: By: [See Agreement]
Signature [See Agreement]	Signature [See Agreement]

APPENDIX 3

LIST OF THE AUTHORIZED SUB-PROCESSORS

Amazon Web Services

Provides cloud infrastructure – data processing happens on data importer's services that are running on data importer's AWS cloud infrastructure.

The AWS GDPR DPA is incorporated into the AWS Service Terms The DPA applies automatically to all customers globally who require it to comply with the GDPR. See https://d1.awsstatic.com/legal/aws-gdpr/AWS_GDPR_DPA.pdf as the subproccessor DPA

Data processing occurs in data importer's AWS infrastructure and then processed data is persisted back to data exporter's data warehouse. Processed data is only saved in data importer's AWS infrastructure for caching purposes for the purpose of providing the services.

See https://aws.amazon.com/compliance/soc-faqs/ for how they regularly test, assess and evaluate the effectiveness of their infrastructure.

APPENDIX 4

DESCRIPTION OF THE TECHNICAL AND ORGANISATIONAL SECURITY MEASURES

Control Category	Control Type	Control Description
Physical	Third Party Data Center	Physical access control lists manage ingress and egress Security fencing Biometric readers at all main entry points 24x7x365 security officers with fixed locations at front and rear access points 24x7x365 CCTV recordings Access control (mantraps) All of the above handled by AWS – see Appendix 3
Administrative	Policy	Security Account Password Handling of Personal Information Off Boarding Access Control
Administrative	Process	Incident response Patching
Administrative	Standards	Coding Security Standards for Managed Applications Server Build Data Retention and Disposal Key Management
Administrative	Compliance	Security Compliance Account Compliance
Administrative	Training	Security Awareness User Compliance Training
Technical	Preventative	Firewall IP Whitelisting & Blacklists
Technical	Detective	Infrastructure Access Logs Application Access Logs Application Login Logs
Technical	Access Control	Roles and Permissions VPN – Operational / Admin 2 factor auth on application
Technical	Encryption	SSL Data Encryption in Transit Data Encryption at Rest Password Encryption Use of strong encryption protocols such as AES
Technical	User Controls	User Authentication Password Complexity Account Lockout Session Timeouts Application Whitelisting