Data Processing Addendum

Last Update: June 2, 2026

This Data Processing Addendum ("DPA") forms part of the Master Services Agreement available at https://www.fullstory.com.pgm.c5nprx.cc/legal/terms-and-conditions/ (or other written or electronic agreement governing Customer's use of the SaaS Services) (the "Agreement") between Fullstory and Customer. All capitalized terms not defined herein shall have the meaning set forth in the Agreement. In providing the SaaS Services to Customer pursuant to the Agreement, Fullstory may Process Personal Data on behalf of Customer, and the parties agree to comply with the following provisions with respect to any Personal Data.

This DPA reflects the parties' agreement with regard to the Processing of Personal Data. Customer enters into this DPA on behalf of itself and, to the extent required under applicable Data Protection Laws, in the name and on behalf of its Affiliates, if and to the extent Fullstory processes Personal Data for which such Affiliates qualify as the Controller or a Processor.

This DPA consists of distinct parts: (1) the main body of the DPA, and (2) Annexes I, II, III, and IV (if applicable), and Annex V (Standard Contractual Clauses).

1. Definitions

"Affiliate" has the meaning set forth in the Agreement. If undefined, "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the Customer entity signing this Agreement, or with Fullstory, Inc., as the case may be. "Control" means, for the purposes of this definition, direct or indirect ownership or control of more than 50% of the voting interests.

"CCPA" means the California Consumer Privacy Act, California Civil Code sections 1798.100 et seq., as amended by the California Privacy Rights Act of 2020, including any implementing regulations, as superseded, amended, and replaced.

"Controller" means the entity which determines the purposes and means of the Processing of Personal Data.

"Customer Data" means all electronic data submitted or collected by or on behalf of Customer or Customer’s Affiliate to or via the SaaS Services.

"Data Protection Laws" means all laws and regulations applicable to the Processing of Personal Data under the Agreement, as superseded, amended, or replaced, including, where applicable: (i) Regulation 2016/679 (the "EU GDPR") and Directive 2002/58/EC; (ii) the Swiss Federal Act on Data Protection (the "FADP"); (iii) the UK General Data Protection Regulation and the Data Protection Act 2018 (together, the "UK GDPR"); (iv) the U.S. Privacy Laws; (v) the Canadian Personal Information Protection and Electronic Documents Act ("PIPEDA") and substantially similar provincial laws; (vi) the Brazilian Lei Geral de Proteção de Dados Pessoais, Federal Law No. 13,709/2018 (the "LGPD"); (vii) the Australian Privacy Act 1988 (Cth), as amended (the "Australian Privacy Act"); and (viii) the Singaporean Personal Data Protection Act 2012 (No. 26 of 2012) (the "Singapore PDPA").

"Data Subject" means the identified or identifiable person to whom Personal Data relates.

"Fullstory" means Fullstory, Inc., a Delaware corporation with its principal address at 1745 Peachtree Street NE, Suite N, Atlanta, GA 30309, USA.

"Personal Data" means any information relating to an identified or identifiable natural person that is included within Customer Data. For clarity, Personal Data includes equivalent definitions under Data Protection Laws, such as "personally identifiable information" and "personal information" to the extent such information is part of Customer Data.

"Processing" (including "Process") means any operation or set of operations performed upon Personal Data, whether or not by automated means, according to the definitions given to such terms in the EU GDPR and the UK GDPR, 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" means the entity which Processes Personal Data on behalf of the Controller.

"Restricted Transfer" means (i) where the GDPR applies, a transfer of Personal Data from the EEA to a country outside of the EEA which is not subject to an adequacy determination by the European Commission; (ii) where the Swiss FADP applies, a transfer of Personal Data from Switzerland to any country which is not recognized to provide adequate protection by the Swiss Federal Data Protection and Information Commission; and (iii) where the UK GDPR applies, a transfer of Personal Data from the United Kingdom to any other country which is not subject based on adequacy regulations pursuant to Section 17A of the United Kingdom Data Protection Act 2018.

"Security Breach" means a breach of security that causes the unlawful or accidental destruction, alteration, damage or loss, unauthorized disclosure of, or access to, Customer Data, including Personal Data, transmitted, stored, or otherwise Processed by Fullstory or its Sub-processors, of which Fullstory becomes aware.

"Security and Compliance Documentation" the documentation applicable to the specific SaaS Services purchased by Customer, as updated periodically, and accessible via fullstory.com.pgm.c5nprx.cc/legal/security-and-compliance, or as otherwise made reasonably available by Fullstory.

"Sensitive Data" means any Personal Data or Customer Data that requires a heightened degree of protection by applicable Law. Sensitive Data includes, but is not limited to, social security numbers or other government-issued identification numbers, financial account numbers, credit card or debit card numbers, CVVs, credit report information or other personal financial information, health or medical information, or other information that is subject to international, federal, state, or local laws or ordinances now or hereafter enacted requiring heightened standards for data protection or privacy, including, but not limited to, the Health Insurance Portability and Accountability Act, the Health Information Technology for Economic and Clinical Health Act, the Fair Credit Reporting Act, the Children’s Online Privacy Protection Act, the Gramm-Leach-Bliley Act, or other similar laws, and special categories of data as defined in the EU GDPR and the UK GDPR.

"Standard Contractual Clauses" means the Standard Contractual Clauses pursuant to European Commission Implementing Decision (EU) 2021/914. The Controller to Processor Standard Contractual Clauses (Module 2) and the Processor to Processor Standard Contractual Clauses (Module 3) are set forth Annex V to this DPA.

"Sub-processor" means any Processor engaged by Fullstory to Process Personal Data on Fullstory's behalf.

"Supervisory Authority" means (i) "Supervisory Authority" as defined in the GDPR; (ii) "Commissioner" in the context of the UK GDPR and the Federal Data Protection and Information Commissioner, where applicable; or (iii) any regulatory, supervisory, governmental, or other competent authority with jurisdiction or oversight over compliance with the Data Protection Laws.

"U.S. Privacy Laws" means specifically the Data Protection Laws in the United States and its states, including the CCPA, applicable to the Processing of Personal Data under the Agreement.

2. Scope of Processing

Fullstory provides SaaS Services under the Agreement. In providing the SaaS Services, Fullstory may Process Personal Data on behalf of Customer. The subject matter of the Processing is the performance of the SaaS Services. Fullstory acknowledges that Customer is disclosing and/or authorizing the collection of Personal Data for limited purposes as set forth in the Agreement and this DPA, as further specified in Annex I. The duration, nature, purpose, types of Personal Data, and categories of Data Subjects are further specified in Annex I.

3. Parties’ Roles

3.1 Fullstory acts as a Processor on behalf of Customer, which may act as either a Controller or a Processor with respect to Personal Data. If Customer is acting as a Processor, Fullstory is a Sub-processor to Customer. Customer, as the Data Controller, hereby appoints Fullstory as the Data Processor in respect of all Processing operations required to be carried out by Fullstory on Customer Data in order to provide the SaaS Services in accordance with the terms of the Agreement.

3.2 For purposes of the CCPA, Customer is a "Business" and Fullstory is a "Service Provider."

4. Customer Responsibilities

4.1 Customer shall Process Personal Data in accordance with Data Protection Laws. Customer shall provide notice to Data Subjects of the use of Fullstory as a Processor. Customer has sole responsibility for the accuracy, quality, and legality of Personal Data and the means by which Customer acquired Personal Data. Customer acknowledges that its use of the SaaS Services will not violate the rights of any Data Subject under Data Protection Laws.

4.2 Customer is responsible for obtaining all of the necessary authorizations and approvals to enter, use, provide, store, and Process Customer Data to enable Fullstory to provide the SaaS Services. Customer represents and warrants that (a) on an ongoing basis, there is, and there will be throughout the term of the Agreement, a legal basis for the Processing by Fullstory of Customer Data on behalf of Customer in accordance with this DPA and the Agreement (including any and all instructions issued by Customer from time to time in respect of such Processing); and (b) it will honor the rights of Data Subjects pursuant to Data Protection Laws.

4.3 Customer will not provide (or cause to be provided) any Sensitive Data to Fullstory for Processing under the Agreement, and Fullstory will have no liability whatsoever for Sensitive Data, whether in connection with a Security Breach or otherwise.

5. Purpose Limitation

5.1 Fullstory shall keep Personal Data confidential. Fullstory shall Process Personal Data only in accordance with Customer's documented instructions as follows: (i) Processing in accordance with the Agreement and applicable Order Forms; (ii) Processing initiated by Customer or its Users in their use of the SaaS Services; (iii) Processing in accordance with other documented reasonable instructions provided by Customer (e.g., via support tickets, email communications, or chat platforms); and (iv) Processing otherwise required of Fullstory by applicable laws.

5.2 This DPA and the Agreement constitute Customer's complete and final instructions to Fullstory for the Processing of Personal Data. Any additional or alternate instructions must be agreed upon by both parties and documented in writing.

5.3 Customer's instructions must comply with Data Protection Laws. Fullstory shall not be required to comply with Customer's instructions if such instructions violate Data Protection Laws. Fullstory shall notify Customer if, in Fullstory's opinion, Customer's instructions do not comply with Data Protection Laws; provided that Customer acknowledges that the SaaS Services will Process Customer Data in accordance with Customer’s configurations, which Fullstory does not monitor. Fullstory shall inform Customer if it can no longer comply with its obligations under this DPA or the GDPR.

6. Data Subject Requests

6.1 Fullstory will, to the extent required by the Data Protection Laws, promptly notify Customer upon receipt of a request by a Data Subject to exercise Data Subject rights under the applicable Data Protection Laws. Fullstory will advise the Data Subject to submit their request to Customer and Customer will be responsible for responding to such request, including, where necessary, by using the functionality of the SaaS Services.

6.2 Fullstory's Service is designed to permit Customer to manage Data Subject Requests without assistance from Fullstory. Fullstory will, taking into account the nature of the Processing, assist Customer by appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of Customer’s obligation to respond to requests for exercising the Data Subject’s rights under the Data Protection Laws. If requested by Fullstory, Customer will provide such information to Fullstory as is reasonable and necessary, including, but not limited to, user IDs associated with such Data Subject, for Fullstory to unambiguously identify the Data Subject requesting to exercise their Data Subject rights.

7. Fullstory Personnel

Fullstory shall ensure that its personnel engaged in the Processing of Personal Data are: (i) informed of the confidential nature of the Personal Data; (ii) have received appropriate privacy and security training; and (iii) are bound by written confidentiality agreements.

8. Sub-processors

8.1 Customer acknowledges and agrees to Fullstory's use of Sub-processors to Process Personal Data. Where the Standard Contractual Clauses apply, Customer provides general consent to onward sub-processing by Fullstory. Fullstory shall: (i) enter into a written contract with each Sub-processor that binds the Sub-processor to comply with Data Protection Laws with terms no less protective than those set forth in this DPA; and (ii) remain liable for the acts and omissions of its Sub-processors to the same extent Fullstory would be liable if performing the services of each Sub-processor directly, except as otherwise set forth in the Agreement.

8.2 A list of Fullstory's current Sub-processors is available at fullstory.com.pgm.c5nprx.cc/legal/subprocessor-list. Additionally, Customer acknowledges that Fullstory Affiliates may be engaged as Sub-processors.

8.3 Fullstory will notify Customer before authorizing any new Sub-processor to Process Personal Data.

8.4 Customer may object to Fullstory's use of a new Sub-processor by notifying Fullstory at privacy@fullstory.com.pgm.c5nprx.cc within thirty (30) days of receipt of Fullstory's notice, provided that such objection is based on reasonable grounds relating to data protection. If Customer's objection is not unreasonable, Fullstory shall use reasonable efforts to make available to Customer a change in the SaaS Services or recommend a commercially reasonable configuration change to avoid Processing of Personal Data by the objected-to Sub-processor. If Fullstory is unable to make such change, Customer may terminate the applicable Order Form(s) with respect only to those aspects of the SaaS Services which cannot be provided without the use of the objected-to Sub-processor, and Fullstory shall refund to Customer a pro rata portion of any prepaid fees for the applicable SaaS Services for the remainder of the subscription term following the effective date of termination.

8.5 Customer acknowledges that Sub-processors may be engaged in accordance with Clause 9(a) of the Standard Contractual Clauses.

9. Security Measures

Fullstory shall maintain appropriate organizational and technical measures for protection of the security (including protection against unauthorized or unlawful Processing, and against unlawful or accidental destruction, alteration or damage or loss, unauthorized disclosure of, or access to, Customer Data), confidentiality, and integrity of Customer Data, as set forth in the Security and Compliance Documentation. Fullstory regularly monitors compliance with these measures. Fullstory shall not materially decrease the overall security of the SaaS Services during the subscription term.

10. Third-Party Certifications and Audit Results

Fullstory's third-party certifications and audit results are available for self-service viewing at trust.fullstory.com.pgm.c5nprx.cc (the “Trust Center”).

11. Audits

11.1 Upon Customer's written request, and subject to confidentiality obligations, Fullstory shall make available to Customer information regarding Fullstory's compliance with this DPA, including Fullstory's then-current third-party certifications and audit reports (e.g., ISO 27001 certification and/or SOC 2 Type 2 report), to the extent such information is generally available to Fullstory's customers via the Trust Center. Customer agrees to first review the compliance documentation in the Trust Center before exercising any other audit right under this Section 11 or the Standard Contractual Clauses.

11.2 If Customer reasonably determines that the compliance documentation is insufficient to demonstrate Fullstory's compliance with this DPA, Customer may provide written notice to Fullstory to request an on-site audit, subject to the following conditions: (a) Customer shall provide at least thirty (30) days' advance written notice; (b) such audits shall be limited to no more than one (1) per twelve (12) month period; (c) prior to commencement of any audit, the parties shall mutually agree in writing on the scope, timing, duration, and reimbursement for such audit; and (d) Customer shall reimburse Fullstory for time expended at Fullstory's then-current professional services rates, which rates shall be reasonable. Under no circumstances shall Customer's audit rights under this Section 11 extend to the physical facilities, premises, or data centers of Fullstory's third-party Sub-processors.

11.3 Customer shall promptly notify Fullstory of any actual or suspected non-compliance discovered during an audit. Nothing in this Section 11 shall derogate from the audit provisions set forth in the Standard Contractual Clauses.

11.4 In addition to the foregoing, Fullstory will respond to all reasonable requests for information made by Customer to confirm Fullstory’s compliance with this DPA, including responses to information security, due diligence, and audit questionnaires, by making additional information available regarding its information security program upon Customer’s written request to Fullstory, provided that Customer may not exercise this right more than once annually.

12. Notifications Regarding Security Breaches

12.1 Fullstory maintains reasonable security incident management policies and procedures as set forth in the Security and Compliance Documentation. Fullstory shall notify Customer without undue delay after confirming a Security Breach that materially impacts Customer Data or Customer's use of the SaaS Services. Fullstory's notification of a Security Breach shall not be construed as an acknowledgment by Fullstory of any fault or liability with respect to the Security Breach. Fullstory shall use reasonable efforts to identify the cause of such Security Breach and take such steps as Fullstory deems necessary and reasonable to remediate the cause of such Security Breach to the extent the remediation is within Fullstory's reasonable control. This Section 12 shall not apply to incidents that are caused by Customer or its Users.

12.2 In the event of a Security Breach, Fullstory will provide Customer with all reasonable assistance in dealing with the Security Breach, in particular in relation to making any notification to a Supervisory Authority or any communication to Data Subject.

12.3 Notification of a Security Breach shall include, to the extent known: (a) the nature of the Security Breach including, where possible, the categories and approximate number of Data Subjects concerned and the categories and approximate number of Personal Data records concerned; (b) the likely consequences of the Security Breach; and (c) the measures taken or proposed to be taken by Fullstory to address the Security Breach. Where it is not possible to provide all information at the same time, information may be provided in phases without undue delay. Fullstory's obligations to provide information under this Section 12 are subject to Fullstory's confidentiality obligations to other customers and any restrictions necessary to preserve the security and integrity of Fullstory's systems.

13. Deletion and Return of Personal Data

Upon termination or expiration of the Agreement, Fullstory shall make Personal Data available to Customer for retrieval for thirty (30) days following the effective date of termination or expiration (the "Data Retrieval Period"). Following the Data Retrieval Period, Fullstory will have no further obligation to maintain Personal Data and shall delete all Personal Data, including on Sub-processor systems, in accordance with the timelines described in the Security and Compliance Documentation, and in any event no later than six (6) months following the effective date of termination or expiration. Customer may request earlier deletion at any time by written request to support@fullstory.com.pgm.c5nprx.cc. Upon Customer's written request, Fullstory will provide a certificate of deletion. The foregoing obligations are subject to Fullstory's right to retain Personal Data to the extent required by applicable Data Protection Laws or as described in an Order Form.

14. Data Protection Impact Assessment and Prior Consultations

To the extent required under applicable Data Protection Laws, upon Customer's written request, Fullstory shall provide reasonable cooperation and assistance for data protection impact assessments and consultations with Supervisory Authorities, to the extent Customer does not otherwise have access to the relevant information and such information is available to Fullstory.

15. International Transfers

15.1 Customer acknowledges that Fullstory may transfer and Process Customer Data to and in the United States and anywhere else in the world where Fullstory or its Sub-processors maintain Processing operations. Where a transfer of Personal Data involves a Restricted Transfer, the Standard Contractual Clauses (or the UK Addendum, where applicable) shall apply. The data exporter is Customer and its Affiliates; the data importer is Fullstory. By entering into this DPA, the parties are deemed to have signed the applicable Standard Contractual Clauses (including the UK Addendum) and all Appendices and Annexes thereto, which are incorporated herein by reference.

15.2 Customer may elect to store Customer Data in the European Union. Regardless of data residency election, Customer Data may be Processed in both the European Union and North America as necessary to provide the SaaS Services and as otherwise permitted under the Agreement. All Restricted Transfers shall be governed by the Standard Contractual Clauses.

15.3 To the extent Fullstory adopts another lawful data transfer mechanism not described in this DPA, such mechanism may apply instead of the Standard Contractual Clauses (but only to the extent such mechanism is approved by the appropriate Supervisory Authority). If a court of competent jurisdiction or Supervisory Authority orders that the measures described in this DPA cannot be relied on to lawfully transfer Personal Data, Fullstory may implement any additional measures reasonably required to enable the lawful transfer of Personal Data.

15.4 Fullstory participates in and certifies compliance with the EU-U.S. Data Privacy Framework, the UK Extension to the EU-U.S. Data Privacy Framework, and Swiss-U.S. Data Privacy Framework (the “Data Privacy Framework”). As required by the Data Privacy Framework, Fullstory will (i) provide at least the same level of privacy protection as is required by the Data Privacy Framework principles; (ii) notify Customer if Fullstory makes the determination that it can no longer meet its obligation to provide the same level of protection, as is required by the Data Privacy Framework principles, and (iii) upon notice, take reasonable and appropriate steps to remediate unauthorized processing.

16. Additional Safeguards For International Transfers

Fullstory covenants that:

16.1 As of the date of this DPA, Fullstory has not received any directive under Section 702 of the Foreign Intelligence Surveillance Act (50 U.S.C. §1881a).

16.2 Fullstory is not eligible to be required to provide information under Section 702 of the Foreign Intelligence Surveillance Act; no court has found Fullstory to be an "electronic communication service provider" within the meaning of 50 U.S.C. §1881(b)(4).

16.3 Fullstory is not eligible to be subject to upstream or bulk collection under Section 702 of the Foreign Intelligence Surveillance Act as described in the Court of Justice of the European Union's decision in Schrems II (Case C-311/18).

16.4 Fullstory will not comply with any request for bulk surveillance of Personal Data.

16.5 Fullstory will use all reasonably available legal mechanisms to challenge demands for data access and any associated non-disclosure provisions.

16.6 Fullstory will take no action pursuant to U.S. Executive Order 12333.

16.7 Fullstory will promptly notify Customer if Fullstory is unable to comply with the Standard Contractual Clauses or this Section 16. Fullstory shall not be required to provide specific reasons if prohibited by law. Such notice shall entitle Customer to terminate the Agreement with a pro-rata refund of prepaid amounts. This Section 16.7 is without prejudice to any other rights Customer may have under this DPA or applicable law.

17. U.S. Privacy Laws

17.1 Fullstory agrees to not: (1) "sell" Personal Data as those terms are defined under U.S. Privacy Laws; (2) retain, use, disclose, or otherwise Process Personal Data for any purpose other than the business purposes set forth in the Agreement or Annex I, or as otherwise permitted by U.S. Privacy Laws; (3) retain, use, disclose, or Process Personal Data outside of the direct business relationship between Fullstory and Customer; (4) share any Customer Data for cross-context behavioral advertising, without Customer consent; (5) merge Customer Data with other data, or modify or commercially exploit any Customer Data, without Customer consent; or (6) combine Personal Data with personal data received from third parties or from Fullstory's own interactions with Data Subjects, except as permitted by U.S. Privacy Laws.

17.2 Upon reasonable written notice, Customer may take reasonable and appropriate steps to ensure that Fullstory uses Personal Data in a manner consistent with Customer's obligations under U.S. Privacy Laws.

17.3 If Customer determines that Fullstory is using Personal Data in a manner inconsistent with U.S. Privacy Laws, Customer may stop and remediate such unauthorized use upon reasonable written notice to Fullstory.

17.4 Fullstory shall promptly notify Customer if Fullstory is unable to comply with U.S. Privacy Laws, as required by applicable law.

17.5 Fullstory shall comply with all applicable obligations under U.S. Privacy Laws.

18. Affiliates

Customer enters into this DPA on behalf of itself and its Affiliates. All access to and use of the SaaS Services by Affiliates must comply with the terms of the Agreement. Any violation of this DPA by an Affiliate shall be deemed a violation by Customer.

19. Communications and Exercise of Rights

Customer, as the contracting party, shall coordinate all communications with Fullstory and shall transmit and receive all communications on behalf of its Affiliates. Customer shall exercise any rights under this DPA on behalf of its Affiliates in a combined manner.

20. Liability

Each party's and its Affiliates' liability, taken together in the aggregate, arising out of or related to the Agreement and this DPA, and all DPAs between Fullstory and Customer's Affiliates (including the Standard Contractual Clauses), shall be subject to the exclusions and limitation of liability set forth in the Agreement. The total aggregate liability shall not be understood to apply individually and severally to Customer and each of its Affiliates.

21. Order of Precedence

This DPA is incorporated into and forms part of the Agreement. The Standard Contractual Clauses are incorporated herein by reference. For matters not addressed in this DPA, the terms of the Agreement shall apply. In the event of a conflict between the Agreement and this DPA, this DPA shall prevail. In the event of a conflict between this DPA and the Standard Contractual Clauses, the Standard Contractual Clauses shall prevail.

22. Language

The English language version of this DPA shall govern. Any translation of this DPA is for reference purposes only.

23. Entire Agreement

This DPA supersedes and replaces all prior representations, understandings, communications, and agreements by and between the parties in relation to Customer Data and the matters set forth in this DPA.

SIGNATURE PAGE

AGREED BY CUSTOMER:

Signature: _______________________________

By (Print Name): _______________________________

Title: _______________________________

Date: _______________________________

AGREED BY FULLSTORY, INC.:

Signature: _______________________________

By (Print Name): _______________________________

Title: _______________________________

Date: _______________________________

Annex I - Details of Processing

A. List of Parties

Data Exporter:

Name: Customer, as identified in the DPA and Agreement.

Address: As set forth in the Agreement.

Contact: As set forth in the Agreement.

Activities Relevant to the Data Transferred: Processing of Personal Data for performance of digital experience intelligence services upon instruction of data exporter pursuant to the Agreement and DPA.

Signature and Date: By executing the DPA, the data exporter is deemed to have signed this Annex I.

Role: Controller and/or Processor.

Data Importer:

Name: Fullstory, Inc.

Address: 1745 Peachtree St NE, Ste N, Atlanta, GA 30309, USA.

Contact: privacy@fullstory.com.pgm.c5nprx.cc

Signature and Date: By executing the DPA, the data importer is deemed to have signed this Annex I.

Role: Processor on behalf of Customer.

B. Description of Transfer

Categories of Data Subjects: Customer (or Customer’s end users or other third parties on behalf of Customer) may submit Personal Data to, or collect Personal Data via, the SaaS Services, the extent of which is determined and controlled by Customer in its sole discretion, and which may include, but is not limited to, Personal Data relating to: end users of Customer's websites and applications; employees and contractors of Customer; and customers, business partners, and vendors of Customer (who are natural persons).

Categories of Personal Data: Customer may submit Personal Data to the SaaS Services, the extent of which is determined and controlled by Customer in its sole discretion, and which may include, but is not limited to identifiers (such as name, email address, IP address).

Sensitive Data: None.

Frequency of Transfer: Continuous during the term of the Agreement.

Nature of Processing: Session replays and such other SaaS Services as described in the Agreement and initiated by Customer from time to time.

Purpose(s) of the Data Transfer and Further Processing: To provide the SaaS Services pursuant to the Agreement and/or Order Form.

Retention Period: As set forth in the Agreement and this DPA. Post-termination retention is governed by Section 13 of this DPA.

For Transfers to Sub-processors: The nature and subject matter of the Processing performed by Sub-processors are further specified in Annex I to this DPA. The duration of the Processing conducted by Sub-processors shall continue until the conclusion of the Data Retrieval Period following the termination or expiration of the Agreement.

C. Competent Supervisory Authority

(1) Where the data exporter is established in an EU Member State, the Supervisory Authority with responsibility for ensuring compliance by the data exporter with the GDPR as regards the data transfer shall act as competent Supervisory Authority.

(2) Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of the GDPR in accordance with its Article 3(2) and has appointed a representative pursuant to Article 27(1) of the GDPR, the Supervisory Authority of the Member State in which the representative within the meaning of Article 27(1) of the GDPR is established shall act as competent Supervisory Authority.

(3) Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of the GDPR in accordance with its Article 3(2) without however having to appoint a representative pursuant to Article 27(2) of the GDPR, 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 behavior is monitored, are located shall act as competent Supervisory Authority.

Annex II - Technical and Organizational Measures

Fullstory maintains physical, technical, and organizational safeguards for protection of the security, confidentiality, and integrity of Personal Data as set forth in the Security and Compliance Documentation. Fullstory regularly monitors compliance with these safeguards. Fullstory will not materially decrease the overall security of the SaaS Services during the subscription term.

For Sub-processors: Fullstory conducts reasonable due diligence and security assessments of its Sub-processors and enters into agreements with Sub-processors containing data protection provisions similar to or more stringent than those set forth in the Security and Compliance Documentation. Fullstory will work with its Sub-processors to provide reasonable assistance to the data exporter as required under the Standard Contractual Clauses.

Annex III - Data Transfers From Switzerland

In the case of transfers of Personal Data from Switzerland that are subject exclusively to Swiss Data Protection Laws, the Standard Contractual Clauses shall apply with the following modifications:

1. General and specific references to the GDPR, the EU, the EEA, or Member State Law shall be interpreted to include equivalent references to Swiss Data Protection Laws.

2. Where the data exporter is established in Switzerland or otherwise falls within the territorial scope of Swiss Data Protection Laws, the Swiss Federal Data Protection and Information Commissioner (FDPIC) shall be the competent Supervisory Authority.

3. For Data Subjects habitually resident in Switzerland, the courts of Switzerland shall be an alternative jurisdiction for the resolution of disputes.

Annex IV - Data Transfers From the United Kingdom

This Annex IV provides the International Data Transfer Addendum to the EU Commission Standard Contractual Clauses (the "UK Addendum") issued by the Information Commissioner for Restricted Transfers from the United Kingdom. Where capitalized terms are defined in this DPA or the Standard Contractual Clauses, they shall have the same meaning in this Annex IV. Other capitalized terms shall have the meaning given to them in the Approved Addendum B.1.0 issued by the Information Commissioner's Office and laid before the United Kingdom Parliament in accordance with section 119A of the Data Protection Act 2018 on February 2, 2022.

PART 1: TABLES

Table 1: Parties

Start Date	The effective date of this DPA
The Parties	As set forth in Annex I.A of this DPA
Key Contact	As set forth in Annex I.A of this DPA

Table 2: Selected SCCs, Modules and Selected Clauses

Addendum EU SCCs	The Standard Contractual Clauses as set forth in Annex V to this DPA
Date	The effective date of this DPA
Modules	Module 2 (Controller to Processor) and Module 3 (Processor to Processor)
Reference	Annex V to this DPA

Table 3: Appendix Information

Annex 1A: List of Parties	As set forth in Annex I.A of this DPA
Annex 1B: Description of Transfer	As set forth in Annex I.B of this DPA
Annex II: Technical and Organisational Measures	As set forth in Annex II of this DPA
Annex III: List of Sub-processors	As set forth at https://fullstory.com.pgm.c5nprx.cc/legal/subprocessor-list

Table 4: Ending this Addendum when the Approved Addendum Changes

Which Parties may end this Addendum	Importer ☒ / Exporter ☐ / Neither Party ☐

PART 2: MANDATORY CLAUSES

Part 2: Mandatory Clauses of the Approved Addendum, being the template Addendum B.1.0 issued by the Information Commissioner's Office and laid before the United Kingdom Parliament in accordance with section 119A of the Data Protection Act 2018 on February 2, 2022, as it is revised under Section 18 of those Mandatory Clauses.

Annex V – Standard Contractual Clauses

SCC ELECTIONS SUMMARY

The following elections apply to the Standard Contractual Clauses set forth in this Annex V:

SCC Provision	Election
Modules	Module 2 (Controller to Processor) and Module 3 (Processor to Processor)
Clause 7 (Docking Clause)	Included
Clause 9 (Sub-processors)	Option 2 (General written authorization). The data importer shall inform the data exporter of changes to the sub-processor list at least thirty (30) days in advance.
Clause 11 (Redress)	The optional requirement that data subjects be permitted to lodge a complaint with an independent dispute resolution body is not included.
Clause 17 (Governing Law)	The law of Ireland
Clause 18 (Forum and Jurisdiction)	The courts of Ireland
Annex I (Details of Processing)	As set forth in Annex I to this DPA
Annex II (Technical and Organizational Measures)	As set forth in Annex II to this DPA
Annex III (Sub-processor List)	As set forth in the Fullstory Sub-Processor Information section of this DPA and at the Security and Compliance Documentation

Standard Contractual Clauses

Pursuant to European Commission Implementing Decision (EU) 2021/914 of 4 June 2021

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) 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').

(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:

(i) Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;

(ii) Clause 8 – Module Two: Clause 8.1(b), 8.9(a), (c), (d) and (e); Module Three: Clause 8.1(a), (c) and (d) and Clause 8.9(a), (c), (d), (e), (f) and (g);

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

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

(v) Clause 13;

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

(vii) Clause 16(e);

(viii) Clause 18 – Modules 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 organisational 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 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 organisational measures to ensure the security of the data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access to that data (hereinafter 'personal data breach'). In assessing the appropriate level of security, the Parties shall take due account of the state of the art, the costs of implementation, the nature, scope, context and purpose(s) of processing and the risks involved in the processing for the data subjects. The Parties shall in particular consider having recourse to encryption or pseudonymisation, including during transmission, where the purpose of processing can be fulfilled in that manner. In case of pseudonymisation, the additional information for attributing the personal data to a specific data subject shall, where possible, remain under the exclusive control of the data exporter. In complying with its obligations under this paragraph, the data importer shall at least implement the technical and organisational measures specified in Annex II. The data importer shall carry out regular checks to ensure that these measures continue to provide an appropriate level of security.

(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 authorised 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 (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 of Regulation (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.

MODULE THREE: Transfer processor to processor

8.1 Instructions

(a) The data exporter has informed the data importer that it acts as processor under the instructions of its controller(s), which the data exporter shall make available to the data importer prior to processing.

(b) The data importer shall process the personal data only on documented instructions from the controller, as communicated to the data importer by the data exporter, and any additional documented instructions from the data exporter. Such additional instructions shall not conflict with the instructions from the controller. The controller or data exporter may give further documented instructions regarding the data processing throughout the duration of the contract.

(c) The data importer shall immediately inform the data exporter if it is unable to follow those instructions. Where the data importer is unable to follow the instructions from the controller, the data exporter shall immediately notify the controller.

(d) The data exporter warrants that it has imposed the same data protection obligations on the data importer as set out in the contract or other legal act under Union or Member State law between the controller and the data exporter.

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 controller, as communicated to the data importer by the data exporter, or 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 personal data, the data exporter may redact part of the text of the Appendix prior to sharing a copy, but shall provide a meaningful summary where the data subject would otherwise not be able to understand 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.

8.4 Accuracy

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 controller 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 organisational measures to ensure the security of the data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access to that data (hereinafter 'personal data breach'). In assessing the appropriate level of security, they 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 subject. The Parties shall in particular consider having recourse to encryption or pseudonymisation, including during transmission, where the purpose of processing can be fulfilled in that manner. In case of pseudonymisation, the additional information for attributing the personal data to a specific data subject shall, where possible, remain under the exclusive control of the data exporter or the controller. In complying with its obligations under this paragraph, the data importer shall at least implement the technical and organisational measures specified in Annex II. The data importer shall carry out regular checks to ensure that these measures continue to provide an appropriate level of security.

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

(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, without undue delay, the data exporter and, where appropriate and feasible, the controller 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 data breach, including 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 its controller so that the latter may in turn 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

8.8 Onward transfers

The data importer shall only disclose the personal data to a third party on documented instructions from the controller, as communicated to the data importer by the data exporter. In addition, the data may only be disclosed to a third party located outside the European Union (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 of Regulation (EU) 2016/679;

(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 or the controller that relate to the processing under these Clauses.

(c) The data importer shall make all information necessary to demonstrate compliance with the obligations set out in these Clauses available to the data exporter, which shall provide it to the controller.

(d) The data importer shall allow for and contribute to audits by the data exporter of the processing activities covered by these Clauses, at reasonable intervals or if there are indications of non-compliance. The same shall apply where the data exporter requests an audit on instructions of the controller. In deciding on an audit, the data exporter may take into account relevant certifications held by the data importer.

(e) Where the audit is carried out on the instructions of the controller, the data exporter shall make the results available to the controller.

(f) 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.

(g) 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) 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 thirty (30) days in advance, thereby giving the data exporter sufficient time to be able to object to such changes prior to the engagement of the sub-processor(s). The data importer shall provide the data exporter with the information necessary to enable the data exporter to exercise its right to object.

(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. 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 fulfill 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.

MODULE THREE: Transfer processor to processor

(a) The data importer has the controller's general authorization for the engagement of sub-processor(s) from an agreed list. The data importer shall specifically inform the controller in writing of any intended changes to that list through the addition or replacement of sub-processors at least thirty (30) days in advance, thereby giving the controller 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 controller with the information necessary to enable the controller to exercise its right to object. The data importer shall inform the data exporter of the engagement of the sub-processor(s).

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

(c) The data importer shall provide, at the data exporter's or controller's request, a copy of such a sub-processor agreement and any subsequent amendments. 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.

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 authorised 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 organisational measures, taking into account the nature of the processing, by which the assistance shall be provided, as well as the scope and the extent of the assistance required.

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

MODULE THREE: Transfer processor to processor

(a) The data importer shall promptly notify the data exporter and, where appropriate, the controller of any request it has received from a data subject, without responding to that request unless it has been authorised to do so by the controller.

(b) The data importer shall assist, where appropriate in cooperation with the data exporter, the controller in fulfilling its obligations to respond to data subjects' requests for the exercise of their rights under Regulation (EU) 2016/679 or Regulation (EU) 2018/1725, as applicable. In this regard, the Parties shall set out in Annex II the appropriate technical and organisational measures, taking into account the nature of the processing, by which the assistance shall be provided, as well as the scope and the extent of the assistance required.

(c) In fulfilling its obligations under paragraphs (a) and (b), the data importer shall comply with the instructions from the controller, as communicated by 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 authorised to handle complaints. It shall deal promptly with any complaints it receives from a data subject.

MODULE TWO: Transfer controller to processor

MODULE THREE: Transfer processor 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, organisation 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 TWO: Transfer controller to processor

MODULE THREE: Transfer processor 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

MODULE THREE: Transfer processor 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

MODULE THREE: Transfer processor to processor

(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 authorising access by public authorities, prevent the data importer from fulfilling its obligations under these Clauses. This is based on the understanding that laws and practices that respect the essence of the fundamental rights and freedoms and do not exceed what is necessary and proportionate in a democratic society to safeguard one of the objectives listed in Article 23(1) of Regulation (EU) 2016/679, are not in contradiction with these Clauses.

(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 authorising access by such authorities, relevant in light of the specific circumstances of the transfer, and the applicable limitations and safeguards;

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

(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, 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 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

MODULE THREE: Transfer processor to processor

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.

For Module Three: The data exporter shall forward the notification to the controller.

(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.). For Module Three: The data exporter shall forward the information to the controller.

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

(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

MODULE THREE: Transfer processor to processor

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 Ireland.

Clause 18

Choice of forum and jurisdiction

MODULE TWO: Transfer controller to processor

MODULE THREE: Transfer processor 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 Ireland.

(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.

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