Cookie Policy

This table lists cookies that may be used on our Site.

Service Provider or Trusted PartnerPurposeLink to privacy notice
Google Analytics* (_ga, _gid, _gat)Services usage analyticshttps://policies.google.com/privacy?hl=en; see also https://privacy.google.com/businesses/rdp/ (restricted data processing)
Google Adsense (1P_JAR, ANID)Marketing and advertising purposeshttps://policies.google.com/privacy?hl=en; see also https://privacy.google.com/businesses/rdp/ (restricted data processing)
Doubleclick and Google Ads (IDE, _dpm_id.5467, APISID, SAPISID, SEARCH_SAMESITE, SIDCC, SSID, test_cookie, receive-cookie-deprecation)Marketing and advertising purposeshttps://policies.google.com/privacy?hl=en; see also https://privacy.google.com/businesses/rdp/ (restricted data processing)
Google Lead Services (AID)Marketing and advertising purposeshttps://policies.google.com/privacy?hl=en; see also https://privacy.google.com/businesses/rdp/ (restricted data processing)
Google Tag Manager (_gcl_au)Marketing and advertising purposeshttps://policies.google.com/privacy?hl=en; see also https://privacy.google.com/businesses/rdp/ (restricted data processing)
Google ((NID, _Secure-3PAPISID, _Secure-3PSID, HSID, SID, OGPC, _GRECAPTCHA, rc::a, rc::f, rc::c, rc::b)Marketing and advertising purposeshttps://policies.google.com/privacy?hl=en; see also https://privacy.google.com/businesses/rdp/ (restricted data processing)
Adroll (_adroll_fpc, _adroll, adroll_shared)Services usage analyticshttps://www.nextroll.com/privacy#service-13
Hubspot (initialTrafficSource, hubspotutk, _hluid, _d_hsutk, messagesUtk, _hs_opt_out, _hssrc, _hstc)Marketing and advertising purposes and also used to keep track of a user’s session and identityhttps://knowledge.hubspot.com/reports/what-cookies-does-hubspot-set-in-a-visitor-s-browser
Hotjar (_hjid)Services usage analyticshttps://help.hotjar.com/hc/en-us/articles/115011639887-Data-Safety-Privacy-Security
Cloudflare (_cfduid, _biz_flagsA, _biz_nA, cfmark_cic, cfmrk_userLangRedirect, biz_uid, _biz_pendingA, cfmrk_eucookiebanner, __cf_bm)Used to identify trusted website traffichttps://www.cloudflare.com/cookie-policy/; see also https://support.cloudflare.com/hc/en-us/articles/200170156-What-does-the-Cloudflare-cfduid-cookie-do
Rlcdn.com (pxrc, rlas3)Marketing and advertising purposeshttps://www.cloudflare.com/cookie-policy/
Facebook Custom Audience and Facebook Connect (_fbp, sb, datr, fr)Marketing and advertising purposeshttps://www.facebook.com/policy.php
Adobe (com.adobe.reactor.dataElementCookiesMigrated)Marketing and advertising purposeshttps://www.adobe.com/privacy/policies/adobe-fonts.html
Simpli.fi (uid, uid_syncd_secure, suid, uidv, suid_legacy)Marketing and advertising purposeshttps://simpli.fi/simpli-fi-services-privacy-policy/
Drift (driftt_aid), driftt_sid, DFTT_END_USER_PREV_ BOOTSTRAPPED)Link previous conversations and interactions to a specific user on the Site and improve performance of the Sitehttps://gethelp.drift.com/hc/en-us/articles/360019665133-What-is-the-Drift-Cookie-Security-and-Privacy-Policy-
WordPress (wp-settings-14, wp-settings-time-14, wpfront-notification-bar-landingpage)[insert the purpose]https://wordpress.org/about/privacy/; see also https://wordpress.org/about/privacy/cookies/
Casalemedia.com (CMID, CMPRO, CMST, CMPS, CMSUM, CMTS, CMRUM3)Marketing and advertising purposeshttps://casalemedia.com/
PubMatic.com (PugT, chkChromeAb67Sec, SyncRTB3, PUBMDCID, KRTBCOOKIE, pp, DPSync3, SPugT)Marketing and advertising purposeshttps://pubmatic.com/legal/privacy-policy/; see also https://pubmatic.com/legal/opt-out/
Outbrain.com (rtbhs, trd_pw, mdfrc, bdswch, ttd, pwrlnks, actvagnt, rbcn, obca_data, _psr, trd_first_visit, trd_vuid_I, trd_vid_I, obca_vid, km_ai, obuid, apnxs, adrol, criteo, adot, trd_referral, trd_cid, km_lv)Marketing and advertising purposeshttps://www.outbrain.com/legal/privacy#privacy-policy
Taboola.com (taboola_vmp, t_gid)Marketing and advertising purposeshttps://policies.taboola.com/en/privacy-policy/; see also https://policies.taboola.com/en/privacy-policy/#user-choices-and-optout
Adnxs.com (usersync, uids, uuid2, _gads, icu, anj)Marketing and advertising purposeshttps://www.xandr.com/privacy/; see also https://www.xandr.com//privacy/cookie-policy/
Yahoo Analytics (APIDTS, B, GUC, A3, APID, usc, AO, IDSYNC)Services usage analyticshttps://policies.yahoo.com/xa/en/yahoo/privacy/index.htm; see also https://policies.yahoo.com/xa/en/yahoo/privacy/topics/analytics/index.htm
Bidswitch.com (c, tuuid, tuuid_lu)Marketing and advertising purposeshttps://www.bidswitch.com/privacy-policy/; see also https://www.bidswitch.com/cookie-statement/#
Consensu.org (euconsent)Used to store user’s consenthttps://iabeurope.eu/privacy-policy/
3lift.com (tluid)Marketing and advertising purposeshttps://triplelift.com/privacy/
New Relic (MAPJSESSIONID)Used to store a session identifierhttps://docs.newrelic.com/docs/browser/new-relic-browser/performance-quality/security-new-relic-browser
Brightedge (BE_CLA3)Enables data aggregation, analysis and report creation to assess marketing effectiveness and for website performancehttps://www.brightedge.com/privacy
Matomo (_pk_id.8522.fcbb, (_pk_id.8522.8eb6)Used to identify unique users and store unique user IDhttps://matomo.org/faq/general/faq_146/; see also https://matomo.org/privacy/
Site24x7 (site24x7rumID)Used to identify unique users and sessionshttps://support.site24x7.com/portal/en/kb/articles/site24x7-real-user-monitoring-data-collection
Microsoft (MR, SRM_B, MUID, ANONCHK, CLID, _clck, _clsk, SM)Marketing and advertising purposeshttps://www.microsoft.com/en-us/privacy/privacystatemen
ZoomInfo (_zitok)Marketing and advertising purposeshttps://www.zoominfo.com/legal/privacy-policy
Uberflip (_MGZ_, ufcc_themesv2)Marketing and advertising purposeshttps://www.uberflip.com/legal/
CookieYes (cookieyes-consent)Used to store user’s consenthttps://www.cookieyes.com/privacy-policy/
LinkedIn (Lidc, li_gc, bcookie)Marketing and advertising purposeshttps://www.linkedin.com/legal/privacy-policy
Vimeo (Player, vuid, sync_active, _dd_s)Marketing and advertising purposeshttps://vimeo.com/legal/privacy/policy
Netskope (_ufav, _ufas)Used to identify unique users and sessionshttps://www.netskope.com/privacy-policy
PathFactory (_session_id)Used to identify unique users and sessionshttps://www.pathfactory.com/privacy-policy/

*Like most websites, we use Google Analytics to collect and process certain website usage data. To learn more about Google Analytics and how to opt out, please visit https://policies.google.com/technologies/partner-sites.

You may learn more about advertising networks and opt out of receiving personalized advertisements on this browser or device from advertisers who are members of the Network Advertising Initiative or who subscribe to the Digital Advertising Alliance’s Self-Regulatory Principles for Online Behavioral Advertising by visiting the opt-out options of each of those organizations. Links to those sites (and a similar EU self-regulatory initiative) are provided below.

  • Network Advertising Initiative: https://www.networkadvertising.org/choices/
  • Digital Advertising Alliance: https://www.aboutads.info/choices/
  • Digital Advertising Alliance of Canada (DAAC): https://youradchoices.ca/choices/
  • European Interactive Advertising Digital Alliance (EDAA): https://www.youronlinechoices.com/

You may also be able to opt out of receiving targeted ads served by third parties on our behalf by clicking on the blue icon that typically appears in the corner of the ads displayed. Note that, when you opt out of personalized advertising, you may continue to see online advertising on the Site and/or our ads on other websites and online services.

This Data Processing Addendum (“DPA”) amends and supplements each agreement between Tango and Subscriber pursuant to which Tango provides Services (or access or subscriptions thereto) and Subscriber provides data or information to Tango (“Agreement”), and this DPA is hereby incorporated by reference into each Agreement. By signing an Agreement, the parties enter into this DPA on behalf of themselves and, to the extent required under applicable Data Privacy Laws (defined below), in the name and on behalf of their affiliates authorized to provide or receive (as applicable) the Services, and this DPA shall be effective on the Effective Date of the Agreement with respect to that Agreement. All capitalized terms not otherwise defined in this DPA will have the meaning given to them in the Agreement. If there is any inconsistency or conflict between this DPA and the Agreement as it relates to data protection, this DPA will govern. Subscriber and Tango agree as follows:

1. DEFINITIONS.

1.1 “Auditing Party” means a party chosen by Subscriber to conduct an audit under this DPA.

1.2 “Data Protection Law” means the EU/UK Data Protection Law and US Privacy Laws.

1.3 “EEA” means the European Economic Area.

1.4 “Essential Information” means Subscriber Personal Data that is (i) one of the types expressly set forth in the Schedule 1 to this DPA that Subscriber, a User or a Named Customer provides to Tango in connection with the Agreement that is necessary for the operation, access and/or use of the Services by Subscriber, or (ii) Tango expressly agrees to Process as Essential information in a mutually agreed and executed Statement of Work that expressly provides that such information is to be treated as Essential Information.

1.5 “EU/UK Data Protection Law” means the GDPR, the Data Protection Act 2018 (United Kingdom), the Federal Data Protection Act of 19 June 1992 (Switzerland), in each case as amended or re-enacted from time to time.

1.6 “GDPR” means the General Data Protection Regulation (EU) 2016/679 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, and any amendment or replacement to it.

1.7 “Non-Essential Information” means Personal Data provided by, or on behalf of, Subscriber, a User or a Named Customer to Tango that is not Essential Information.

1.8 “Process” or “Processing” any operation or set of operations which is performed on Subscriber Personal Data, whether or not by automated means, such as the 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 of Subscriber Personal Data.

1.9 “Security Incident” means a breach of Tango’s security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Subscriber Personal Data transmitted, stored or otherwise Processed by Tango. “Security Incident” will not include unsuccessful attempts or activities that do not compromise the security of Subscriber Personal Data, including unsuccessful log-in attempts, pings, port scans, denial of service attacks, and other network attacks on firewalls or networked systems.

1.10 “Standard Contractual Clauses” means the standard contractual clauses, as agreed by the European Commission, for the transfer of personal data to processors established in third countries which do not ensure an adequate level of protection as set out in Commission Decision C(2010) 593, as updated, amended replaced or superseded from time to time by the European Commission, the approved version of which in force at present is that set out in the European Commission’s Decision 2010/87/EU of 5 February 2010, available at: https://eur-lex.europa.eu/legal-content/en/TXT/?uri=CELEX%3A32010D0087 and the Standard Data Protection Clauses to be issued by the commission under S119A(1) Data Protection Act, 2018, International Data Transfer Agreement, version A1.0, in force 21 March 2022 as updated, amended replaced or superseded from time to time by the Information Commissioner’s Office of the United Kingdom available at: https://ico.org.uk/for-organisations/guide-to-data-protection/guide-to-the-general-data-protection-regulation-gdpr/international-data-transfer-agreement-and-guidance/

1.11 “Subprocessors” means third parties authorized under this DPA to have access to and Process Subscriber Personal Data in order to provide parts of the Services and any related technical support.

1.12 “Subscriber Personal Data” means any Personal Data Processed by Tango on behalf of Subscriber or a Named Customer in Tango’s provision of Services.

1.13 “US Privacy Laws” means the California Consumer Privacy Act of 2018, Virginia Consumer Data Protection Act, Colorado Privacy Act, Utah Consumer Privacy Act, and Connecticut Data Privacy Act, including any amendments and regulations.

2. PROCESSING OF DATA UNDER THE DATA PRIVACY LAWS.

2.1 Application of DPA. This DPA shall only apply to Subscriber Personal Data that is Essential Information.

2.2 Subscriber Instructions. Subscriber instructs Tango to Process Subscriber Personal Data: (a) in accordance with the Agreement and any applicable Order Form; (b) to provide the Services and any related technical support; (c) as further specified via Subscriber’s use of the Services (including in the settings and other functionality of the Services) and any related technical support; and (d) to comply with other reasonable instructions provided by Subscriber where such instructions are consistent with the terms of the Agreement and this DPA. Subscriber will ensure that its instructions for the Processing of Personal Data shall comply with the relevant Data Privacy Laws. Subscriber shall have sole responsibility for the accuracy, quality, and legality of Subscriber Personal Data and the means by which Subscriber obtained the Personal Data.

2.3 Tango’s Compliance with Subscriber Instructions. Tango shall only Process Subscriber Personal Data in accordance with Subscriber’s instructions. If Tango believes or becomes aware that any of Subscriber’s instructions conflict with any Data Privacy Laws, Tango shall timely inform Subscriber. Tango may Process Subscriber Personal Data other than on the instructions of Subscriber if it is required under applicable law to which Tango is subject. In this situation, Tango shall inform Subscriber of such requirement before Tango Processes the Subscriber Personal Data unless prohibited by applicable law.

2.4 No Non-Essential Information. Subscriber shall not provide to Tango, import into the Services, or cause Tango to Process any Non-Essential Information, unless Tango expressly agrees to treat such information as Essential Information in a mutually agreed and executed Statement of Work. If Tango does not expressly agree to Process Non-Essential Information as Essential Information pursuant to the previous sentence, Tango has no obligations or liability with respect such data. If Subscriber inadvertently provides or causes Tango to Process any Non-Essential Information that is Subscriber Personal Data, Subscriber shall, at Subscriber’s sole cost: (a) immediately notify Tango in writing; (b) take all necessary steps to assist Tango in removing Non-Essential Information from Tango’s systems.

3. US PRIVACY LAW OBLIGATIONS.

3.1 Compliance with US Privacy Laws obligations. Tango shall comply with the applicable obligations applicable to it as a Service Provider, Processor, or Contractor under the relevant US Privacy Laws, including to ensure that Subscriber Personal data is subject to a duty of confidentiality. In Section 3, capitalized terms not defined in the Agreement shall have the same meaning as those defined in the relevant US Privacy Laws, as applicable.

3.2 Processing Restrictions. Tango agrees that it is a “Service Provider,” “Processor” or “Contractor” under relevant US Privacy Laws with respect to its collection, retention, use, and disclosure of Personal Information. Unless authorized by law, Tango certifies that it has the following obligations: (1) Tango shall not sell Personal Information; (2) Tango shall not retain, use or disclose Personal Information for any purpose other than for the sole purpose of performing the Services or otherwise permitted by the relevant US Privacy Laws, including, retaining, using or disclosing Personal Information for a commercial purpose other than the Services specified in the Agreement; (3) Tango shall not retain, use or disclose Personal Information outside of the direct business relationship between Tango and Subscriber; (4) Tango shall not combine Personal Information Tango receives from, or on behalf of, Subscriber with Personal Information it receives from, or on behalf of, another person or persons or collect from Tango’s own interaction with the Consumer, provided that Tango may combine personal information to perform any business purpose permitted under the relevant US Privacy Laws, its regulations, or other relevant US federal and state laws.

3.3 Consumer Requests. Tango shall make reasonable efforts to assist Subscriber in promptly responding to verifiable consumer requests from Consumers exercising their privacy rights (“Consumer Requests”), including requests to access, delete, and opt out of the sale of their Personal Information. This obligation includes: (a) providing Subscriber with a mechanism to notify Tango of Consumer Requests; (b) complying with any requests to delete Personal Information; and (c) confirming to Subscriber that Consumer Requests have been satisfied. Upon receiving a Consumer Request in connection with the Services, Tango shall promptly, but no later than five (5) business days, provide Subscriber with written notice of such Consumer Request.

3.4 Proof of Compliance. Upon a reasonable request by Subscriber, Tango shall make available to Subscriber information necessary to demonstrate compliance with its obligations under this Section 3.

3.5 Notice. Tango shall notify Subscriber if it determines that it can no longer satisfy its obligations under the relevant US Privacy Laws.

3.6 Remediation. Tango will assist Subscriber in taking reasonable and appropriate steps to stop and remediate unauthorized use of Subscriber Personal Information.

4. EU/UK DATA PROTECTION OBLIGATIONS

4.1 EU/UK-Specific Definitions. The terms “Controller”, “Data Subject”, “Personal Data”, “Processor”, and “Supervisory Authority” as used in this DPA will have the meanings ascribed to them in the EU/UK Data Protection Law.

4.2 Application of EU/UK Data Protection Law. Sections 4 through 6 of the DPA will only apply to the extent that the EU/UK Data Protection Laws applies to the Processing of Subscriber Personal Data, including if: (a) the Processing is in the context of the activities of an establishment of Subscriber in the EEA; and/or (b) Subscriber Personal Data is Personal Data relating to Data Subjects who are in the EEA and the Processing relates to the offering to them of goods or services or the monitoring of their behavior in the EEA.

4.3 Purpose of Processing. The purpose of data Processing under the Agreement is the provision of the Services pursuant to the Agreement. Schedule 2 (Scope of Processing) describes the subject matter and details of the Processing of Subscriber Personal Data.

4.4 Processor and Controller Responsibilities. The parties acknowledge and agree that: (a) Tango is a Processor of Subscriber Personal Data under the EU/UK Data Protection Law; (b) Subscriber is a Controller or Processor, as applicable, of Subscriber Personal Data under the EU/UK Data Protection Law; and (c) each party will comply with the obligations applicable to it under the EU/UK Data Protection Law with respect to the Processing of Subscriber Personal Data.

4.5 Tango’s EU/UK Data Protection Responsibilities. Tango will: (a) ensure that its personnel engaged in the Processing of Subscriber Personal Data have committed themselves to confidentiality obligations; (b) implement appropriate technical and organizational measures to safeguard Subscriber Personal Data taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons; (c) taking into account the nature of the Processing and information available to Tango, take reasonable measures to assist Subscriber in ensuring compliance with Articles 32 to 36 of the GDPR; and (d) keep complete and accurate records of all Processing of Subscriber Personal Data by it under the Agreement.

4.6 Authorization by Third Party Controller. If Subscriber is a Processor, Subscriber warrants to Tango that Subscriber’s instructions and actions with respect to Subscriber Personal Data, including its appointment of Tango as another Processor, have been authorized by the relevant Controller.

4.7 Compliance with GDPR. Tango will reasonably cooperate with Subscriber, at Subscriber’s expense, to assist Subscriber in ensuring compliance with Articles 32 to 36 of the GDPR taking into account the nature of Processing and the information available to Tango.

5. EU/UK DATA SUBJECT RIGHTS.

5.1 Tango shall, to the extent legally permitted, promptly notify Subscriber if it receives a request from a Data Subject for access to, correction, amendment, deletion of or objection to the Processing of Subscriber Personal Data relating to such individual to the extent that EU/UK Data Protection Laws apply to the processing of Subscriber Personal Data. Tango shall not respond to any such request without Subscriber’s prior written consent except to confirm that the request relates to Subscriber.

5.2 Tango shall provide Subscriber with commercially reasonable cooperation and assistance to the extent legally permitted, taking into account the nature of the Processing and the information available to Tango, in fulfilling Subscriber’s obligations to respond to Data Subject requests under the relevant EU/UK Data Protection Law, to the extent Subscriber does not have access to such Subscriber Personal Data through its use or receipt of the Services.

6. DATA TRANSFERS.

6.1 General Authorization. Subscriber agrees that Tango may, subject to Section 6.2, store and Process Subscriber Personal Data in the United States of America and any other country in which Tango or any of its Subprocessors maintains facilities.

6.2 Transfer Mechanisms. The Standard Contractual Clauses set forth in Schedule 4 to this DPA shall apply for transfers of Personal Data under this DPA from the European Union, the European Economic Area and/or their member states, the United Kingdom, and Switzerland to countries which do not ensure an adequate level of data protection within the meaning of applicable EU/UK Data Protection Law of the foregoing territories, to the extent such transfers are subject to such applicable EU/UK Data Protection Law. By executing this DPA, the parties shall be deemed to have executed and agreed to such Standard Contractual Clauses. For purposes of the Standard Contractual Clauses, (i) Subscriber, the party transferring from the EEA, UK or Switzerland, will be referred to as the “Data Exporter” and (ii) Tango will be referred to as the “Data Importer.” Schedule 2 (List of Parties and Scope of Processing) to this Agreement shall apply as Appendix 1 of the Controller to Processor Standard Clauses. Schedule 3 (Security Measures) to this Agreement shall apply as Appendix 2 of the Standard Contractual Clauses.

7. SUBPROCESSORS.

7.1 General Authorization. Subscriber agrees that Tango may authorize third parties to Process the Subscriber Personal Data on its behalf in connection with fulfilling Tango’s obligations under the Agreement and/ or this DPA. Upon receipt of Subscriber’s written request, Tango shall provide Subscriber the list of Subprocessors that are currently authorized by Tango to access and Process Subscriber Personal Data.

7.2 New Subprocessors. If Tango engages a new Subprocessor, Tango will notify Subscriber by updating its list of Subprocessors located on its website, informing Subscriber of the change, and giving Subscriber the opportunity to object to such Subprocessor. If, within 30 days of receipt of that notice, Subscriber notifies Tango in writing of any objections (on reasonable grounds) to the proposed addition, the parties will work together to find a mutually agreeable solution. Tango will contractually impose data protection obligations on its Subprocessors that are at least equivalent to those data protection obligations imposed on Tango under this DPA.

7.3 Tango Liability. Tango will remain liable for the acts and omissions of its Subprocessors to the same extent Tango would be liable if performing the services of each Subprocessor directly under the terms of this DPA.

8. SECURITY INCIDENT.

8.1 Notification Obligations. In the event Tango becomes aware of any Security Incident that is likely to result in a risk to the rights and freedoms of natural persons, Tango will notify Subscriber of the Security Incident without undue delay. The obligations in this Section do not apply to Security Incidents that are caused by Subscriber or Subscriber’s personnel or end users.

8.2 Manner of Notification. Notification(s) of Security Incidents, if any, will be delivered to one or more of Subscriber’s business, technical or administrative contacts by any means Tango selects, including via email. It is Subscriber’s sole responsibility to ensure it maintains accurate contact information on Tango’s support systems at all times.

8.3 No Admission. Tango’s notification of or response to a Security Incident under this Section will not be construed as an acknowledgement by Tango of any fault or liability with respect to the Security Incident.

9. TERM; DESTRUCTION OF SUBSCRIBER PERSONAL DATA.

9.1 Term of DPA. This DPA will take effect on the Effective Date and will remain in full force and effect until, and automatically expire upon, deletion of all Subscriber Personal Data as described in this DPA.

9.2 Destruction of Subscriber Personal Data. Prior to the termination of the Agreement, upon Subscriber’s reasonable request to delete Subscriber Personal Data, Tango will facilitate such deletion, insofar as possible taking into account the nature and functionality of the Services and unless relevant Data Privacy Laws require storage. Upon termination of the Agreement and within thirty (30) business days from the termination of the Agreement (unless a longer period is agreed in writing by the parties), Tango will (a) cease all Processing of Subscriber Personal Data; and (b) destroy all Subscriber Personal Data, except to the extent that Tango is required under the relevant Data Privacy Laws to keep a copy of the Subscriber Personal Data. After such thirty (30) business day period, Tango has no obligation to retain any Subscriber Personal Data, unless required by the relevant Data Privacy Laws.

10. AUDITS.

10.1 Right to Audit. At Subscriber’s sole cost, Tango will allow an Auditing Party to conduct audits solely to fulfill Subscriber’s obligations under relevant Data Protections. Tango may object to any Auditing Party on the basis of Tango’s reasonable opinion that the Auditing Party is not independent, is a competitor of Tango, or is otherwise unsuitable, in which case Subscriber will appoint another Auditing Party. After receipt by Tango of a request for an audit from Subscriber, Tango and Subscriber will discuss and agree in advance on the Auditing Party, a reasonable start date of no less than four (4) weeks from Tango’s receipt of the request for such audit, the scope and duration of, and the data protection controls applicable to, the audit. The audit must be conducted during regular business hours, subject to Tango’s policies, and may not unreasonably interfere with Tango’s business activities. Any audits are at Subscriber’s sole cost and expense. Tango may charge a fee based on Tango’s reasonable costs for the audit.

10.2 Notification of Non-Compliance. Subscriber shall promptly notify Tango with information regarding any non-compliance discovered during the course of an audit. Tango will reasonably cooperate with Subscriber, at Subscriber’s expense, to assist Subscriber in ensuring compliance with relevant Data Privacy Laws taking into account the nature of Processing and the information available to Tango.

10.3 Limits on Auditing Party. Nothing in the Agreement or this DPA will require Tango either to disclose to an Auditing Party or Subscriber, or to allow an Auditing Party or Subscriber to access: (i) any data of any other customer of Tango; (ii) Tango’s internal accounting or financial information; (iii) any trade secret of Tango; (iv) any premises or equipment not controlled by Tango; or (v) any information that, in Tango’s reasonable opinion, could: (A) compromise the security of Tango’s systems or premises; (B) cause Tango to breach its obligations under relevant Data Privacy Laws or the rights of any third party, or (C) any information that an Auditing Party seeks to access for any reason other than the good faith fulfillment of Subscriber’s obligations under relevant Data Privacy Laws. Subscriber shall contractually impose, and designate Tango as a 3rd party beneficiary of, contractual terms that prohibit any third party Auditing Party from disclosing the existence, nature, or results of any audit to any party other than Subscriber unless such disclosure is required by applicable law.

11. REMEDIES; PARTIES.

11.1 Limitation of Liability. Tango’s liability for breach of its obligations in this DPA are subject to the limitations set forth in Section 23 of the Agreement (or such other section of the Agreement that disclaims consequential damages or limits Tango’s liability), provided that notwithstanding such provision, in the event of a breach of its obligations under this DPA, Tango’s aggregate liability for all claims will be increased to the greater of (i) $1,000,000 and (ii) five times the amount paid by subscriber to Tango for the most recent one year period of the Agreement up to the date such liability arose.

11.2 No Liability for Non-Essential Information. Notwithstanding anything to the contrary in the Agreement or this DPA, Tango shall have no obligations with respect to any Non-Essential Information that Subscriber, a User or a Named Customer imports into the Services or otherwise provides to Tango or causes Tango to Process unless Tango agrees to treat such information as Essential Information in a mutually agreed and executed Statement of Work that meets the requirements of the Agreement. Subscriber shall be fully responsible for implementing safeguards to ensure that it, its Users and its Named Customers do not provide to Tango or import any Non-Essential Information into the Services, whether intentionally or unintentionally. Without limiting Subscriber’s obligations under the Agreement, if Subscriber or a Named Customer breaches Section 2.9 of this DPA, then Subscriber shall: (a) promptly upon Tango’s request, reimburse Tango for all liabilities incurred by Tango and its owners, officers, employees, agents, successors and assigns (collectively, the “Tango Parties”) arising, in whole or in part, from Subscriber’s breach; and (b) indemnify, defend, and hold harmless the Tango Parties against any liabilities incurred by the Tango Parties in connection with any third party or first party claim arising out of or relating to Subscriber’s or a Named Customer’s breach, including liabilities Tango incurs in connection with any government investigation, fines and/or penalties arising out of such breach. Subscriber’s liability under this Section 10.2 is not subject to the limitations set forth in Section 23 of the Agreement (or such other section of the Agreement that disclaims consequential damages or limits Subscriber’s liability).

11.3 Parties to this DPA. Nothing in this DPA shall confer any benefits or rights on any person or entity other than the parties to this DPA.

12. MODIFICATIONS.

Tango may make changes to this DPA from time to time as necessary for compliance with applicable laws or to improve or facilitate its ongoing business operations. Tango will provide Subscriber with notice of any such changes that will apply to Subscriber.

Schedule 1

ESSENTIAL INFORMATION

“Essential Information” means the categories of Subscriber Data that Subscriber, a User or a Named Subscriber provides to Tango in connection with the Agreement that is necessary for the operation, access and/or use of the Subscription Services and is comprised of the following:

  • Usernames for the Subscription Services
  • Passwords for the Subscription Services
  • Business e-mail addresses
  • Business phone numbers
  • Business or property addresses
  • First and last name
  • Employee ID number
  • Additional categories of data that Tango expressly agrees to Process as Essential information in a mutually agreed and executed Statement of Work that expressly provides that such information is to be treated as Essential Information

Schedule 2

LIST OF PARTIES

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

Name: …

Address: …

Contact person’s name, position and contact details: …

Activities relevant to the data transferred under these Clauses: …

Signature and date: …

Role (controller/processor): …

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

Name: Tango Analytics

Address: 9797 Rombauer Rd., Suite #450, Dallas, TX 75019, USA

Contact person’s name, position and contact details: …

Activities relevant to the data transferred under these Clauses: Data processing for the performance of the Services.

Signature and date: …

Role (controller/processor): Processor

SCOPE OF PROCESSING

1. Subject Matter of the Processing of Subscriber Personal Data

Tango will Process Subscriber Personal Data of Data Subjects in order to perform the Services under the Agreement.

2. Duration of the Processing of Subscriber Personal Data

Tango will Process Subscriber Personal Data until the expiration or termination of the Agreement, unless prohibited by EU/UK Data Protection Law.

3. The Period for which the Personal Data will be Retained, or, if That is Not Possible, The Criteria used to Determine that Period

Tango will retain data until the expiration or termination of the Agreement and the period of continued access by Subscriber as provided in the Agreement.

4. Nature and Purpose of the Processing of Subscriber Personal Data

The nature and purpose of the Processing of Subscriber Personal Data will be to perform the Services under the Agreement.

5. Types of Subscriber Personal Data

The types of Subscriber Personal Data Processed by Tango for the purposes of the Agreement include the following:

  • Usernames for the Subscription Services;
  • Passwords for the Subscription Services;
  • e-mail addresses;
  • First and last name;
  • Employee ID number; and
  • Additional categories of data that Tango expressly agrees to Process as Essential information in a mutually agreed and executed Statement of Work that expressly provides that such information is to be treated as Essential Information.

6. Categories of Data Subjects

The categories of Data Subjects about whom Tango will Process Subscriber Personal Data include:

  • Subscriber’s Users.

Schedule 3

SECURITY MEASURES

The implemented security measures shall include:

  • Access security
    Please specify: Access to the Data Importer’s servers that support the Services are available only to members of Tango data team that is primarily responsible for data management tasks relevant to the project.
  • Data integrity
    Please specify: Data is backed up regularly by the Data Importer. For example, Database transactions are continuously backed up and replicated to the disaster recovery site using Oracle Data Guard technology. This allows Tango to rebuilt its application layers from source code control within an hour. Incremental and full backups act as a secondary safeguard against data loss and are leveraged for development and support when needed.
  • Organizational security
    Please specify: Only members of the Data Importer’s data management team who are assigned to Subscriber’s account will have access to data.
  • Physical security
    Please specify: All instances of the Services are hosted in the cloud and access is restricted and controlled via ‘key-based’ authentication. Tango adheres to the SOC II standard.
  • Network and data security
    Please specify: The Data Importer shall take appropriate technical and organizational measures to ensure a level of security appropriate to the risk of the processing of the Personal Data, taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons.

Schedule 4

STANDARD CONTRACTUAL CLAUSES

SECTION I

Clause 1

Purpose and scope

(a) The purpose of these standard contractual clauses is to ensure compliance with the requirements of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation)[1] for the transfer of personal data to a third country

(b) The Parties:

(i) the natural or legal person(s), public authority/ies, agency/ies or other body/ies (hereinafter “entity/ies”) transferring the personal data, as listed in Annex I.A. (hereinafter each “data exporter”), and

(ii) the entity/ies in a third country receiving the personal data from the data exporter, directly or indirectly via another entity also Party to these Clauses, as listed in Annex I.A. (hereinafter each “data importer”)

have agreed to these standard contractual clauses (hereinafter: “Clauses”).

(c) These Clauses apply with respect to the transfer of personal data as specified in Annex I.B.

(d) The Appendix to these Clauses containing the Annexes referred to therein forms an integral part of these Clauses.

Clause 2

Effect and invariability of the Clauses

(a) These Clauses set out appropriate safeguards, including enforceable data subject rights and effective legal remedies, pursuant to Article 46(1) and Article 46 (2)(c) of Regulation (EU) 2016/679 and, with respect to data transfers from controllers to processors and/or processors to processors, standard contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679, provided they are not modified, except to select the appropriate Module(s) or to add or update information in the Appendix. This does not prevent the Parties from including the standard contractual clauses laid down in these Clauses in a wider contract and/or to add other clauses or additional safeguards, provided that they do not contradict, directly or indirectly, these Clauses or prejudice the fundamental rights or freedoms of data subjects.

(b) These Clauses are without prejudice to obligations to which the data exporter is subject by virtue of Regulation (EU) 2016/679.

Clause 3

Third-party beneficiaries

(a) Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, with the following exceptions: Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;

(i) Clause 8 – Module Two: Clause 8.1(b), 8.9(a), (c), (d) and (e);

(ii) Clause 9 – Module Two: Clause 9(a), (c), (d) and (e);

(iii) Clause 12 – Modules Two and Three: Clause 12(a), (d) and (f);

(iv) Clause 13;

(v) Clause 15.1(c), (d) and (e);

(vi) Clause 16(e);

(vii) Clause 18 – Modules One, Two and Three: Clause 18(a) and (b);

(b) Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.

Clause 4

Interpretation

(a) Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that Regulation.

(b) These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679.

(c) These Clauses shall not be interpreted in a way that conflicts with rights and obligations provided for in Regulation (EU) 2016/679.

Clause 5

Hierarchy

In the event of a contradiction between these Clauses and the provisions of related agreements between the Parties, existing at the time these Clauses are agreed or entered into thereafter, these Clauses shall prevail.

Clause 6

Description of the transfer(s)

The details of the transfer(s), and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred, are specified in Annex I.B.

Clause 7 – Optional

Docking clause

(a) An entity that is not a Party to these Clauses may, with the agreement of the Parties, accede to these Clauses at any time, either as a data exporter or as a data importer, by completing the Appendix and signing Annex I.A.

(b) Once it has completed the Appendix and signed Annex I.A, the acceding entity shall become a Party to these Clauses and have the rights and obligations of a data exporter or data importer in accordance with its designation in Annex I.A.

(c) The acceding entity shall have no rights or obligations arising under these Clauses from the period prior to becoming a Party.

SECTION II – OBLIGATIONS OF THE PARTIES

Clause 8

Data protection safeguards

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

MODULE TWO: Transfer controller to processor

8.1 Instructions

(a) The data importer shall process the personal data only on documented instructions from the data exporter. The data exporter may give such instructions throughout the duration of the contract.

(b) The data importer shall immediately inform the data exporter if it is unable to follow those instructions.

8.2 Purpose limitation

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

8.3 Transparency

On request, the data exporter shall make a copy of these Clauses, including the Appendix as completed by the Parties, available to the data subject free of charge. To the extent necessary to protect business secrets or other confidential information, including the measures described in Annex II and personal data, the data exporter may redact part of the text of the Appendix to these Clauses prior to sharing a copy, but shall provide a meaningful summary where the data subject would otherwise not be able to understand the its content or exercise his/her rights. On request, the Parties shall provide the data subject with the reasons for the redactions, to the extent possible without revealing the redacted information. This Clause is without prejudice to the obligations of the data exporter under Articles 13 and 14 of Regulation (EU) 2016/679.

8.4 Accuracy

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

8.5 Duration of processing and erasure or return of data

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

8.6 Security of processing

(a) The data importer and, during transmission, also the data exporter shall implement appropriate technical and organizational measures to ensure the security of the data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorized disclosure or access to that data (hereinafter “personal data breach”). In assessing the appropriate level of security, the Parties shall take due account of the state of the art, the costs of implementation, the nature, scope, context and purpose(s) of processing and the risks involved in the processing for the data subjects. The Parties shall in particular consider having recourse to encryption or pseudonymization, including during transmission, where the purpose of processing can be fulfilled in that manner. In case of pseudonymization, the additional information for attributing the personal data to a specific data subject shall, where possible, remain under the exclusive control of the data exporter. In complying with its obligations under this paragraph, the data importer shall at least implement the technical and organizational measures specified in Annex II. The data importer shall carry out regular checks to ensure that these measures continue to provide an appropriate level of security.

(b) The data importer shall grant access to the personal data to members of its personnel only to the extent strictly necessary for the implementation, management and monitoring of the contract. It shall ensure that persons authorized to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

(c) In the event of a personal data breach concerning personal data processed by the data importer under these Clauses, the data importer shall take appropriate measures to address the breach, including measures to mitigate its adverse effects. The data importer shall also notify the data exporter without undue delay after having become aware of the breach. Such notification shall contain the details of a contact point where more information can be obtained, a description of the nature of the breach (including, where possible, categories and approximate number of data subjects and personal data records concerned), its likely consequences and the measures taken or proposed to address the breach including, where appropriate, measures to mitigate its possible adverse effects. Where, and in so far as, it is not possible to provide all information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay.

(d) The data importer shall cooperate with and assist the data exporter to enable the data exporter to comply with its obligations under Regulation (EU) 2016/679, in particular to notify the competent supervisory authority and the affected data subjects, taking into account the nature of processing and the information available to the data importer.

8.7 Sensitive data

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

8.8 Onward transfers

The data importer shall only disclose the personal data to a third party on documented instructions from the data exporter. In addition, the data may only be disclosed to a third party located outside the European Union[2] (in the same country as the data importer or in another third country, hereinafter “onward transfer”) if the third party is or agrees to be bound by these Clauses, under the appropriate Module, or if:

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

(ii) the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 Regulation of (EU) 2016/679 with respect to the processing in question;

(iii) the onward transfer is necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings; or

(iv) the onward transfer is necessary in order to protect the vital interests of the data subject or of another natural person.

Any onward transfer is subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose limitation.

8.9 Documentation and compliance

(a) The data importer shall promptly and adequately deal with enquiries from the data exporter that relate to the processing under these Clauses.

(b) The Parties shall be able to demonstrate compliance with these Clauses. In particular, the data importer shall keep appropriate documentation on the processing activities carried out on behalf of the data exporter.

(c) The data importer shall make available to the data exporter all information necessary to demonstrate compliance with the obligations set out in these Clauses and at the data exporter’s request, allow for and contribute to audits of the processing activities covered by these Clauses, at reasonable intervals or if there are indications of non-compliance. In deciding on a review or audit, the data exporter may take into account relevant certifications held by the data importer.

(d) The data exporter may choose to conduct the audit by itself or mandate an independent auditor. Audits may include inspections at the premises or physical facilities of the data importer and shall, where appropriate, be carried out with reasonable notice.

(e) The Parties shall make the information referred to in paragraphs (b) and (c), including the results of any audits, available to the competent supervisory authority on request.

Clause 9

Use of sub-processors

MODULE TWO: Transfer controller to processor

(a) OPTION 2: GENERAL WRITTEN AUTHORIZATION The data importer has the data exporter’s general authorization for the engagement of sub-processor(s) from an agreed list. The data importer shall specifically inform the data exporter in writing of any intended changes to that list through the addition or replacement of sub-processors at least [Specify time period] in advance, thereby giving the data exporter sufficient time to be able to object to such changes prior to the engagement of the sub-processor(s). The data importer shall provide the data exporter with the information necessary to enable the data exporter to exercise its right to object.

(b) Where the data importer engages a sub-processor to carry out specific processing activities (on behalf of the data exporter), it shall do so by way of a written contract that provides for, in substance, the same data protection obligations as those binding the data importer under these Clauses, including in terms of third-party beneficiary rights for data subjects.[3] The Parties agree that, by complying with this Clause, the data importer fulfils its obligations under Clause 8.8. The data importer shall ensure that the sub-processor complies with the obligations to which the data importer is subject pursuant to these Clauses.

(c) The data importer shall provide, at the data exporter’s request, a copy of such a sub-processor agreement and any subsequent amendments to the data exporter. To the extent necessary to protect business secrets or other confidential information, including personal data, the data importer may redact the text of the agreement prior to sharing a copy.

(d) The data importer shall remain fully responsible to the data exporter for the performance of the sub-processor’s obligations under its contract with the data importer. The data importer shall notify the data exporter of any failure by the sub-processor to fulfil its obligations under that contract.

(e) The data importer shall agree a third-party beneficiary clause with the sub-processor whereby – in the event the data importer has factually disappeared, ceased to exist in law or has become insolvent – the data exporter shall have the right to terminate the sub-processor contract and to instruct the sub-processor to erase or return the personal data.

Clause 10

Data subject rights

MODULE TWO: Transfer controller to processor

(a) The data importer shall promptly notify the data exporter of any request it has received from a data subject. It shall not respond to that request itself unless it has been authorized to do so by the data exporter.

(b) The data importer shall assist the data exporter in fulfilling its obligations to respond to data subjects’ requests for the exercise of their rights under Regulation (EU) 2016/679. In this regard, the Parties shall set out in Annex II the appropriate technical and organizational measures, taking into account the nature of the processing, by which the assistance shall be provided, as well as the scope and the extent of the assistance required.

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

Clause 11

Redress

(a) The data importer shall inform data subjects in a transparent and easily accessible format, through individual notice or on its website, of a contact point authorized to handle complaints. It shall deal promptly with any complaints it receives from a data subject.

MODULE TWO: Transfer controller to processor

(b) In case of a dispute between a data subject and one of the Parties as regards compliance with these Clauses, that Party shall use its best efforts to resolve the issue amicably in a timely fashion. The Parties shall keep each other informed about such disputes and, where appropriate, cooperate in resolving them.

(c) Where the data subject invokes a third-party beneficiary right pursuant to Clause 3, the data importer shall accept the decision of the data subject to:

(i) lodge a complaint with the supervisory authority in the Member State of his/her habitual residence or place of work, or the competent supervisory authority pursuant to Clause 13;

(ii) refer the dispute to the competent courts within the meaning of Clause 18.

(d) The Parties accept that the data subject may be represented by a not-for-profit body, organization or association under the conditions set out in Article 80(1) of Regulation (EU) 2016/679.

(e) The data importer shall abide by a decision that is binding under the applicable EU or Member State law.

(f) The data importer agrees that the choice made by the data subject will not prejudice his/her substantive and procedural rights to seek remedies in accordance with applicable laws.

Clause 12

Liability

MODULE FOUR: Transfer processor to controller

(a) Each Party shall be liable to the other Party/ies for any damages it causes the other Party/ies by any breach of these Clauses.

(b) Each Party shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages that the Party causes the data subject by breaching the third-party beneficiary rights under these Clauses. This is without prejudice to the liability of the data exporter under Regulation (EU) 2016/679.

(c) Where more than one Party is responsible for any damage caused to the data subject as a result of a breach of these Clauses, all responsible Parties shall be jointly and severally liable and the data subject is entitled to bring an action in court against any of these Parties.

(d) The Parties agree that if one Party is held liable under paragraph (c), it shall be entitled to claim back from the other Party/ies that part of the compensation corresponding to its / their responsibility for the damage.

(e) The data importer may not invoke the conduct of a processor or sub-processor to avoid its own liability.

MODULE TWO: Transfer controller to processor

(a) Each Party shall be liable to the other Party/ies for any damages it causes the other Party/ies by any breach of these Clauses.

(b) The data importer shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data importer or its sub-processor causes the data subject by breaching the third-party beneficiary rights under these Clauses.

(c) Notwithstanding paragraph (b), the data exporter shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data exporter or the data importer (or its sub-processor) causes the data subject by breaching the third-party beneficiary rights under these Clauses. This is without prejudice to the liability of the data exporter and, where the data exporter is a processor acting on behalf of a controller, to the liability of the controller under Regulation (EU) 2016/679 or Regulation (EU) 2018/1725, as applicable.

(d) The Parties agree that if the data exporter is held liable under paragraph (c) for damages caused by the data importer (or its sub-processor), it shall be entitled to claim back from the data importer that part of the compensation corresponding to the data importer’s responsibility for the damage.

(e) Where more than one Party is responsible for any damage caused to the data subject as a result of a breach of these Clauses, all responsible Parties shall be jointly and severally liable and the data subject is entitled to bring an action in court against any of these Parties.

(f) The Parties agree that if one Party is held liable under paragraph (e), it shall be entitled to claim back from the other Party/ies that part of the compensation corresponding to its / their responsibility for the damage.

(g) The data importer may not invoke the conduct of a sub-processor to avoid its own liability.

Clause 13

Supervision

MODULE TWO: Transfer controller to processor

(a) [Where the data exporter is established in an EU Member State:] The supervisory authority with responsibility for ensuring compliance by the data exporter with Regulation (EU) 2016/679 as regards the data transfer, as indicated in Annex I.C, shall act as competent supervisory authority.

[Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) and has appointed a representative pursuant to Article 27(1) of Regulation (EU) 2016/679:] The supervisory authority of the Member State in which the representative within the meaning of Article 27(1) of Regulation (EU) 2016/679 is established, as indicated in Annex I.C, shall act as competent supervisory authority.

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

(b) The data importer agrees to submit itself to the jurisdiction of and cooperate with the competent supervisory authority in any procedures aimed at ensuring compliance with these Clauses. In particular, the data importer agrees to respond to enquiries, submit to audits and comply with the measures adopted by the supervisory authority, including remedial and compensatory measures. It shall provide the supervisory authority with written confirmation that the necessary actions have been taken.

SECTION III – LOCAL LAWS AND OBLIGATIONS IN CASE OF ACCESS BY PUBLIC AUTHORITIES

Clause 14

Local laws and practices affecting compliance with the Clauses

MODULE TWO: Transfer controller to processor

(where the EU processor combines the personal data received from the third country-controller with personal data collected by the processor in the EU)

(a) The Parties warrant that they have no reason to believe that the laws and practices in the third country of destination applicable to the processing of the personal data by the data importer, including any requirements to disclose personal data or measures authorizing access by public authorities, prevent the data importer from fulfilling its obligations under these Clauses. This is based on the understanding that laws and practices that respect the essence of the fundamental rights and freedoms and do not exceed what is necessary and proportionate in a democratic society to safeguard one of the objectives listed in Article 23(1) of Regulation (EU) 2016/679, are not in contradiction with these Clauses.

(b) The Parties declare that in providing the warranty in paragraph (a), they have taken due account in particular of the following elements:

(i) the specific circumstances of the transfer, including the length of the processing chain, the number of actors involved and the transmission channels used; intended onward transfers; the type of recipient; the purpose of processing; the categories and format of the transferred personal data; the economic sector in which the transfer occurs; the storage location of the data transferred;

(ii) the laws and practices of the third country of destination– including those requiring the disclosure of data to public authorities or authorizing access by such authorities – relevant in light of the specific circumstances of the transfer, and the applicable limitations and safeguards[4];

(iii) any relevant contractual, technical or organizational safeguards put in place to supplement the safeguards under these Clauses, including measures applied during transmission and to the processing of the personal data in the country of destination.

(c) The data importer warrants that, in carrying out the assessment under paragraph (b), it has made its best efforts to provide the data exporter with relevant information and agrees that it will continue to cooperate with the data exporter in ensuring compliance with these Clauses.

(d) The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on request.

(e) The data importer agrees to notify the data exporter promptly if, after having agreed to these Clauses and for the duration of the contract, it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under paragraph (a), including following a change in the laws of the third country or a measure (such as a disclosure request) indicating an application of such laws in practice that is not in line with the requirements in paragraph (a). [For Module Three: The data exporter shall forward the notification to the controller.]

(f) Following a notification pursuant to paragraph (e), or if the data exporter otherwise has reason to believe that the data importer can no longer fulfil its obligations under these Clauses, the data exporter shall promptly identify appropriate measures (e.g. technical or organizational measures to ensure security and confidentiality) to be adopted by the data exporter and/or data importer to address the situation [for Module Three: , if appropriate in consultation with the controller]. The data exporter shall suspend the data transfer if it considers that no appropriate safeguards for such transfer can be ensured, or if instructed by [for Module Three: the controller or] the competent supervisory authority to do so. In this case, the data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses. If the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise. Where the contract is terminated pursuant to this Clause, Clause 16(d) and (e) shall apply.

Clause 15

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

MODULE TWO: Transfer controller to processor

(where the EU processor combines the personal data received from the third country-controller with personal data collected by the processor in the EU)

15.1 Notification

(a) The data importer agrees to notify the data exporter and, where possible, the data subject promptly (if necessary with the help of the data exporter) if it:

(i) receives a legally binding request from a public authority, including judicial authorities, under the laws of the country of destination for the disclosure of personal data transferred pursuant to these Clauses; such notification shall include information about the personal data requested, the requesting authority, the legal basis for the request and the response provided; or

(ii) becomes aware of any direct access by public authorities to personal data transferred pursuant to these Clauses in accordance with the laws of the country of destination; such notification shall include all information available to the importer.

(b) If the data importer is prohibited from notifying the data exporter and/or the data subject under the laws of the country of destination, the data importer agrees to use its best efforts to obtain a waiver of the prohibition, with a view to communicating as much information as possible, as soon as possible. The data importer agrees to document its best efforts in order to be able to demonstrate them on request of the data exporter.

(c) Where permissible under the laws of the country of destination, the data importer agrees to provide the data exporter, at regular intervals for the duration of the contract, with as much relevant information as possible on the requests received (in particular, number of requests, type of data requested, requesting authority/ies, whether requests have been challenged and the outcome of such challenges, etc.).

(d) The data importer agrees to preserve the information pursuant to paragraphs (a) to (c) for the duration of the contract and make it available to the competent supervisory authority on request.

(e) Paragraphs (a) to (c) are without prejudice to the obligation of the data importer pursuant to Clause 14(e) and Clause 16 to inform the data exporter promptly where it is unable to comply with these Clauses.

15.2 Review of legality and data minimization

(a) The data importer agrees to review the legality of the request for disclosure, in particular whether it remains within the powers granted to the requesting public authority, and to challenge the request if, after careful assessment, it concludes that there are reasonable grounds to consider that the request is unlawful under the laws of the country of destination, applicable obligations under international law and principles of international comity. The data importer shall, under the same conditions, pursue possibilities of appeal. When challenging a request, the data importer shall seek interim measures with a view to suspending the effects of the request until the competent judicial authority has decided on its merits. It shall not disclose the personal data requested until required to do so under the applicable procedural rules. These requirements are without prejudice to the obligations of the data importer under Clause 14(e).

(b) The data importer agrees to document its legal assessment and any challenge to the request for disclosure and, to the extent permissible under the laws of the country of destination, make the documentation available to the data exporter. It shall also make it available to the competent supervisory authority on request. [For Module Three: The data exporter shall make the assessment available to the controller.]

(c) The data importer agrees to provide the minimum amount of information permissible when responding to a request for disclosure, based on a reasonable interpretation of the request.

SECTION IV – FINAL PROVISIONS

Clause 16

Non-compliance with the Clauses and termination

(a) The data importer shall promptly inform the data exporter if it is unable to comply with these Clauses, for whatever reason.

(b) In the event that the data importer is in breach of these Clauses or unable to comply with these Clauses, the data exporter shall suspend the transfer of personal data to the data importer until compliance is again ensured or the contract is terminated. This is without prejudice to Clause 14(f).

(c) The data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses, where:

(i) the data exporter has suspended the transfer of personal data to the data importer pursuant to paragraph (b) and compliance with these Clauses is not restored within a reasonable time and in any event within one month of suspension;

(ii) the data importer is in substantial or persistent breach of these Clauses; or

(iii) the data importer fails to comply with a binding decision of a competent court or supervisory authority regarding its obligations under these Clauses.

In these cases, it shall inform the competent supervisory authority [for Module Three: and the controller] of such non-compliance. Where the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise.

(d) [For Modules One, Two and Three: Personal data that has been transferred prior to the termination of the contract pursuant to paragraph (c) shall at the choice of the data exporter immediately be returned to the data exporter or deleted in its entirety. The same shall apply to any copies of the data.] [For Module Four: Personal data collected by the data exporter in the EU that has been transferred prior to the termination of the contract pursuant to paragraph (c) shall immediately be deleted in its entirety, including any copy thereof.] The data importer shall certify the deletion of the data to the data exporter. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit the return or deletion of the transferred personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process the data to the extent and for as long as required under that local law.

(e) Either Party may revoke its agreement to be bound by these Clauses where (i) the European Commission adopts a decision pursuant to Article 45(3) of Regulation (EU) 2016/679 that covers the transfer of personal data to which these Clauses apply; or (ii) Regulation (EU) 2016/679 becomes part of the legal framework of the country to which the personal data is transferred. This is without prejudice to other obligations applying to the processing in question under Regulation (EU) 2016/679.

Clause 17

Governing law

MODULE TWO: Transfer controller to processor

[OPTION 1: These Clauses shall be governed by the law of one of the EU Member States, provided such law allows for third-party beneficiary rights. The Parties agree that this shall be the law of _______ (specify Member State).]

[OPTION 2 (for Modules Two and Three): These Clauses shall be governed by the law of the EU Member State in which the data exporter is established. Where such law does not allow for third-party beneficiary rights, they shall be governed by the law of another EU Member State that does allow for third-party beneficiary rights. The Parties agree that this shall be the law of _______ (specify Member State).]

Clause 18

Choice of forum and jurisdiction

MODULE TWO: Transfer controller to processor

(a) Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State.

(b) The Parties agree that those shall be the courts of _____ (specify Member State).

(c) A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of the Member State in which he/she has his/her habitual residence.

(d) The Parties agree to submit themselves to the jurisdiction of such courts.

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

[2] The Agreement on the European Economic Area (EEA Agreement) provides for the extension of the European Union’s internal market to the three EEA States Iceland, Liechtenstein and Norway. The Union data protection legislation, including Regulation (EU) 2016/679, is covered by the EEA Agreement and has been incorporated into Annex XI thereto. Therefore, any disclosure by the data importer to a third party located in the EEA does not qualify as an onward transfer for the purpose of these Clauses.

[3] This requirement may be satisfied by the sub-processor acceding to these Clauses under the appropriate Module, in accordance with Clause 7.

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