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Data Processing Agreement

Data Processing Addendum

This Data Processing Addendum (the “DPA”) forms part of the Terms of Service (“ToS”) and any other agreement governing the direct relationship between the Parties relating to the Services (the ToS and any other agreement collectively, the “Agreement”) by and between SambaNova Systems, Inc. (“SambaNova”, “we”, “us”, or “our”) and you, whether personally or on behalf of an entity (“Customer”) (each individually a “Party” and collectively the “Parties”). This DPA applies to SambaNova’s Processing of Customer Personal Data in connection with the Services and becomes effective when Customer accepts or otherwise becomes bound by the Agreement.

  1. Definitions. Capitalized terms not defined in this DPA have the meanings given to them in the Agreement.
    1. “Adequacy Decision” means a legally binding decision or regulation issued under applicable Data Protection Laws recognizing that a country, territory, sector, or recipient provides an adequate level of protection for Personal Data.
    2. “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity.
    3. “Controller” means the entity that determines the purposes and means of Processing Personal Data and includes a “business” or equivalent regulated entity to the extent that term applies under Data Protection Laws.
    4. “Customer Personal Data” means Personal Data Processed by SambaNova on behalf of Customer in connection with the Services. Customer Personal Data does not include Personal Data for which SambaNova determines the purposes and means of Processing independently of Customer.
    5. “Data Protection Laws” means all applicable laws and legally binding regulations relating to privacy, data protection, data security, breach notification, or the Processing of Personal Data that apply to a Party’s Processing of Customer Personal Data under the Agreement, including, as applicable:
      1. Regulation (EU) 2016/679 (“EU GDPR”), laws of the European Economic Area (“EEA”) and their member states implementing or supplementing the EU GDPR, and Directive 2002/58/EC as implemented in applicable national law;
      2. the United Kingdom (“UK”) GDPR, the Data Protection Act 2018, and the Privacy and Electronic Communications (EC Directive) Regulations 2003, in each case as amended, including by the Data (Use and Access) Act 2025 (collectively, “UK Data Protection Laws”);
      3. the Swiss Federal Act on Data Protection of 25 September 2020 (SR 235.1) and its implementing ordinances, including the Data Protection Ordinance (SR 235.11), in each case as amended (collectively, the “FADP”); and
      4. applicable United States federal and state privacy and data-protection laws, including, without limitation, the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act, and its implementing regulations (collectively, the “CCPA”).
    6. “Data Subject” means an identified or identifiable natural person, consumer, household, or other individual to whom Personal Data relates, as applicable under Data Protection Laws.
    7. “EU SCCs” means the standard contractual clauses annexed to European Commission Implementing Decision (EU) 2021/914.
    8. “Personal Data” means any information defined as “personal data,” “personal information,” or a substantially equivalent term under applicable Data Protection Laws.
    9. “Processor” means an entity that Processes Personal Data on behalf of a Controller and includes a “service provider,” “contractor,” or equivalent regulated entity to the extent that term applies under Data Protection Laws.
    10. “Restricted Transfer” means a transfer of Personal Data that requires an Adequacy Decision, standard contractual clauses, contractual safeguards, regulatory approval, transfer assessment, or another transfer mechanism under Data Protection Laws.
    11. “Security Incident” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or unauthorized access to Customer Personal Data Processed by SambaNova or a Subprocessor. Security Incident does not include an unsuccessful attempt or activity that does not compromise the security of Customer Personal Data, such as an unsuccessful login attempt, ping, port scan, denial-of-service attack, or other network attack.
    12. “Services” shall have the meaning ascribed to it in the Agreement.
    13. “Subprocessor” means a third party appointed by or on behalf of SambaNova to Process Customer Personal Data.
    14. “UK Addendum” means the International Data Transfer Addendum to the EU Commission Standard Contractual Clauses issued under section 119A of the UK Data Protection Act 2018, as revised from time to time.
  2. Designation.
    1. Customer is a Controller of Customer Personal Data, or where Customer Processes Customer Personal Data on behalf of another Controller, a Processor authorized by that Controller to appoint SambaNova as a Subprocessor. Customer appoints SambaNova as a Processor or Subprocessor, as applicable, to Process Customer Personal Data solely for the purposes and subject to the documented instructions described in the Agreement, this DPA, and Annex I. Where Customer acts as a Processor, Customer represents that its instructions to SambaNova, including its appointment of SambaNova as a Subprocessor, have been authorized by the relevant Controller. Customer will provide the identity and contact information of that Controller only to the extent required by Data Protection Laws. To the extent SambaNova Processes Personal Data as an independent Controller for its own legitimate purposes, such as managing the commercial relationship or complying with its independent legal obligations, that Processing is outside the scope of this DPA and is governed by SambaNova’s applicable privacy notice and Data Protection Laws.
  3. Customer responsibilities. Customer is responsible for the lawfulness of its Processing of Customer Personal Data and its instructions to SambaNova. Customer represents and warrants that: (i) it has provided, and will continue to provide, all notices and has established, and will continue to maintain, all valid legal bases, authorizations, permissions, and where required, consents necessary for SambaNova and its Subprocessors to lawfully Process Customer Personal Data as contemplated by the Agreement and this DPA; (ii) its collection, use, disclosure, and other Processing of Customer Personal Data, including its disclosure of Customer Personal Data to SambaNova and its Subprocessors, complies with Data Protection Laws; and (iii) its Processing instructions comply with applicable law and will not cause SambaNova to violate Data Protection Laws when SambaNova follows those instructions in accordance with this DPA. Customer will not provide SambaNova with Customer Personal Data that is unnecessary for the Services or that the Agreement expressly prohibits Customer from submitting.
  4. Obligations.
    1. Compliance with Law. Each Party shall comply with the obligations imposed on it by Data Protection Laws in connection with its Processing of Customer Personal Data. SambaNova shall maintain any records concerning its Processing required by Data Protection Laws and shall cooperate with competent data-protection authorities as legally required. SambaNova shall promptly notify Customer if SambaNova determines that it can no longer comply with this DPA or applicable Data Protection Laws.
    2. Limitations on Processing. SambaNova shall Process Customer Personal Data only: (i) to provide, maintain, support, secure, and improve the Services as described in the Agreement and Annex I; (ii) in accordance with Customer’s documented lawful instructions; or (iii) as required by applicable law, in which case SambaNova shall, unless legally prohibited, inform Customer of the applicable legal requirement before Processing the Customer Personal Data. The Agreement, this DPA, Customer’s configuration and authorized use of the Services, and any other written instructions agreed by the Parties constitute Customer’s documented instructions. SambaNova shall not Process Customer Personal Data for its own advertising, independent marketing, or unrelated commercial purposes and shall not use Customer Personal Data to train or fine-tune any machine-learning or artificial-intelligence model. If SambaNova reasonably believes that an instruction violates Data Protection Laws, SambaNova shall promptly notify Customer, unless legally prohibited. Pending resolution, SambaNova may suspend the affected instruction to the extent reasonably necessary to avoid a violation of Data Protection Laws.
    3. Anonymous and Deidentified Data. SambaNova may create and use information derived from Customer Personal Data only where that information has been aggregated, anonymized, or deidentified in accordance with Data Protection Laws so that it cannot reasonably be associated with Customer or an identified or identifiable individual. SambaNova shall: (i) implement reasonable technical and organizational safeguards designed to prevent reidentification; (ii) maintain and use the information only in aggregated, anonymous, or deidentified form; (iii) not attempt to re-identify the information or associate it with Customer or any individual; (iv) publicly commit to maintaining and using deidentified information without attempting to reidentify it, where required by the CCPA; and (v) contractually require any recipient of the information to comply with restrictions required by Data Protection Laws. SambaNova may use such information to operate, analyze, secure, and improve the Services and for other lawful internal business purposes, but not to create or augment profiles concerning identifiable individuals or to train or fine-tune any machine-learning or artificial-intelligence model.
    4. U.S. State Privacy Requirements. To the extent Customer Personal Data is subject to the CCPA or another U.S. state privacy law and SambaNova acts as a service provider, contractor, or processor, SambaNova shall: (i) Process Customer Personal Data only for the limited and specified purposes described in the Agreement, this DPA, and Annex I; (ii) not sell or share Customer Personal Data, as those terms are defined by the CCPA, or otherwise Process Customer Personal Data for targeted advertising where prohibited by applicable Data Protection Laws; (iii) not retain, use, or disclose Customer Personal Data outside the direct business relationship between Customer and SambaNova or for any commercial purpose other than the limited and specified purposes described in the Agreement and this DPA, except as otherwise permitted by Data Protection Laws; (iv) not combine Customer Personal Data received from or on behalf of Customer with Personal Data received from another person or collected through SambaNova’s own interactions with a Data Subject, except to the extent expressly permitted by Data Protection Laws and necessary to provide the Services; (v) provide the same level of privacy protection for Customer Personal Data as is required of Customer under applicable Data Protection Laws; (vi) notify Customer promptly if SambaNova determines that it can no longer meet its obligations under applicable Data Protection Laws; (vii) permit Customer, subject to Section 11, to take reasonable and appropriate steps to verify that SambaNova’s Processing is consistent with Customer’s obligations under Data Protection Laws; (viii) permit Customer to take reasonable and appropriate steps to stop and remediate any unauthorized Processing of Customer Personal Data; and (ix) certify that it understands and will comply with the restrictions and obligations set forth in this Section 4(d).
    5. Limited and Specified Business Purposes. The limited and specific purposes for which SambaNova may Process Customer Personal Data are providing, maintaining, supporting, securing, and troubleshooting the Services; authenticating users; detecting and preventing security incidents, fraud, and unlawful activity; providing customer support; performing internal auditing and service analytics necessary to provide the Services; and undertaking internal research and development reasonably directed toward maintaining or improving the Services, in each case only as permitted by Data Protection Laws.
    6. Data Subject Rights. If SambaNova receives a request from a Data Subject concerning Customer Personal Data, SambaNova shall promptly notify Customer and shall not respond to the request except on Customer’s documented instructions or as required by law. Taking into account the nature of the Processing, SambaNova shall provide reasonable assistance through appropriate technical and organizational measures to enable Customer to respond to requests to exercise rights under Data Protection Laws. If legally required to respond directly, SambaNova shall inform Customer before responding unless legally prohibited.
  5. Government and Regulatory Requests. Unless legally prohibited, SambaNova shall promptly notify Customer if it receives a legally binding request from a governmental, regulatory, or judicial authority seeking disclosure of Customer Personal Data. Each Party shall reasonably cooperate with the other in responding to a request relating to the Processing of Customer Personal Data, subject to applicable law and appropriate confidentiality protections.
  6. Cross-Border Transfers. Neither Party shall make a Restricted Transfer of Customer Personal Data unless the transfer is permitted by Data Protection Laws. The Parties may rely on an applicable Adequacy Decision or another valid transfer mechanism recognized under Data Protection Laws.
    1. Transfers Subject to the EU GDPR. Where Customer transfers Customer Personal Data to SambaNova and the transfer is subject to Chapter V of the EU GDPR but is not covered by an Adequacy Decision or another valid transfer mechanism, the EU SCCs are incorporated into this DPA, and attached hereto as Exhibit A, and apply as follows:
      1. Module 2 applies where Customer is a Controller and SambaNova is a Processor;
      2. Module 3 applies where Customer is a Processor and SambaNova is a Subprocessor;
      3. The optional docking clause in Clause 7 does not apply;
      4. In Clause 9(a), Option 2 (general written authorization) applies, and the minimum time period for prior notice of Subprocessor changes shall be thirty (30) days;
      5. In Clause 11, the optional language does not apply;
      6. In Clause 17, Option 1 applies and the EU SCCs will be governed by the laws of Ireland;
      7. Under Clause 18(b), disputes will be resolved before the courts of Ireland;
      8. Annex I to the EU SCCs is completed with the information in Annex I to this DPA; Annex II to the EU SCCs is completed with the information in Annex II to this DPA; and Annex III to the EU SCCs is completed with the information in Annex III to this DPA or the Subprocessor List identified in Section 8; and
      9. The competent supervisory authority is determined in accordance with Clause 13 and Annex I.C.
    2. Transfers Subject to UK Data Protection Laws. Where Customer makes a Restricted Transfer governed by UK Data Protection Laws, the UK Addendum is incorporated into this DPA, attached as Exhibit B, and applies to the applicable EU SCCs as follows:
      1. Table 1 is completed with the Party and contact information in Annex I.A;
      2. Table 2 incorporates the version of the EU SCCs identified in this Section 6, with Module 2 or Module 3 applying according to the Parties’ roles;
      3. Table 3 is completed with Annexes I, II, and III to this DPA;
      4. In Table 4, “neither Party” is selected; and
      5. Part 2 consists of the Mandatory Clauses of the UK Addendum, as revised by the UK Information Commissioner from time to time.
    3. Other Restricted Transfers. Where a Restricted Transfer is subject to Data Protection Laws other than the EU GDPR or UK Data Protection Laws and no Adequacy Decision or other valid transfer mechanism applies, the EU SCCs shall apply to that transfer as set out in this Section 6, with such amendments as are necessary under the relevant Data Protection Laws, including that: (a) references to the EU GDPR shall be read as references to the relevant Data Protection Laws; (b) the competent supervisory authority shall be the authority designated under the relevant Data Protection Laws; and (c) references to “Member State” shall not prevent Data Subjects from exercising their rights in their country of habitual residence in accordance with Clause 18(c). For the avoidance of doubt, this Section applies to transfers subject to the FADP, for which the Swiss Federal Data Protection and Information Commissioner (“FDPIC”) is the competent supervisory authority. Where the relevant Data Protection Laws require a transfer mechanism other than the EU SCCs, the Parties shall reasonably cooperate to implement that mechanism, and the EU SCCs and UK Addendum shall not replace it.
    4. Transfer Assessments and Supplementary Measures. Each Party shall provide the other with information reasonably necessary to evaluate a Restricted Transfer and document any transfer impact or risk assessment required by Data Protection Laws. The Parties shall implement supplementary contractual, technical, or organizational measures where reasonably necessary to maintain an appropriate level of protection.
    5. Successor Transfer Mechanisms. If a new or revised lawful transfer mechanism becomes available or legally required, SambaNova may update the applicable transfer terms upon reasonable prior written notice, provided that update is reasonably necessary to address the legal change and does not materially reduce the protection afforded to Customer Personal Data. No update may modify the EU SCCs or UK Addendum except as permitted by those instruments.
  7. Data Protection Impact Assessment and Prior Consultation. Taking into account the nature of the Processing and the information available to SambaNova, SambaNova shall provide reasonable assistance to Customer with data protection impact assessments, risk assessments, transfer assessments, and prior consultations with competent authorities that Data Protection Laws require in connection with SambaNova’s Processing of Customer Personal Data. Such assistance shall include providing information concerning the nature, scope, context, purposes, security, and risks of the Processing to the extent reasonably available to SambaNova.
  8. Subprocessors.
    1. General Authorization. Customer provides SambaNova with general written authorization to engage the Subprocessors identified on SambaNova’s then-current Subprocessor list, initially set forth in Annex III and thereafter maintained at https://trust.sambanova.ai/subprocessors (the “Subprocessor List”). SambaNova shall provide Customer with at least thirty (30) days’ prior written notice before adding or replacing a Subprocessor, including notice through an email or subscription mechanism made available with the Subprocessor List, except that if SambaNova reasonably believes engaging a new Subprocessor on an expedited basis is necessary to protect the confidentiality, integrity, or availability of the Customer Personal Data or avoid material disruption to the Services, SambaNova will instead give such notice as soon as reasonably practicable.
    2. Subprocessor Obligations. Before a Subprocessor Processes Customer Personal Data, SambaNova shall enter into a written agreement imposing, in substance, the same data-protection obligations imposed on SambaNova under this DPA to the extent applicable to the Subprocessor’s services. SambaNova remains responsible for the performance of each Subprocessor’s data-protection obligations to the same extent SambaNova would be responsible if it performed the Processing itself.
    3. Objections. Customer may object to the appointment of a new or replacement Subprocessor on reasonable grounds relating to data protection by providing written notice within fifteen (15) calendar days of receipt of notice from SambaNova. The notice must describe Customer’s reasonable grounds for the objection and the Parties shall discuss such concerns in good faith with a view to achieving a commercially reasonable resolution. If the Parties cannot resolve the objection, SambaNova may elect not to use the proposed Subprocessor for Customer Personal Data, or either Party may terminate only the affected Services in accordance with the Agreement.
  9. Return or Deletion of Personal Data. Upon the expiration or termination of the Services involving Processing of Customer Personal Data, SambaNova shall, at Customer’s choice, return or securely delete Customer Personal Data and delete existing copies, unless applicable law requires retention. Unless otherwise agreed in writing, SambaNova shall complete the return or deletion from the active systems within thirty (30) days and delete remaining copies from backups in accordance with its ordinary backup cycle, not to exceed ninety (90) days. If applicable law requires retention, SambaNova shall, unless legally prohibited, notify Customer of the requirement and shall retain the Customer Personal Data only for the legally required period and purpose. Upon Customer’s written request, SambaNova shall certify completion of the required deletion.
  10. Security
    1. Security Measures. SambaNova shall implement and maintain appropriate technical and organizational security measures designed to protect Customer Personal Data in its control from Security Incidents and to preserve the security and confidentiality of the Customer Personal Data, taking into account the state of the art and industry best practices, the costs of implementation, and the nature, scope, context, and purposes of Processing (“Security Measures”). Such Security Measures shall include, at a minimum, those measures described in Annex II of this DPA. SambaNova shall ensure that any person who is authorized by SambaNova to Process Customer Personal Data under this DPA shall be under an appropriate obligation of confidentiality (whether a contractual or statutory duty).
    2. Updates to Security Measures. Customer acknowledges that the Security Measures are subject to technical progress and development and that SambaNova may update or modify the Security Measures from time to time, provided that such updates and modifications do not result in the degradation of the overall level of security applicable to Customer Personal Data during the term of the affected Services.
    3. Customer Security Responsibilities. Customer shall implement and maintain appropriate technical and organizational security measures designed to protect Customer Personal Data under its control from Security Incidents and to preserve the security and confidentiality of such Customer Personal Data. Customer is responsible for (i) protecting the security of all Customer credentials used to access the Services; (ii) securing the Services and any Customer System (with such steps to include, without limitation, the regular rotation of access keys and other industry standard steps to preclude unauthorized access); (iii) backing up and securing Customer Personal Data under Customer’s control within the Services or other Customer-controlled system; and (iv) reviewing the information made available by SambaNova relating to data security and privacy and making an independent determination as to whether the Services meet Customer’s requirements and legal obligations under applicable Data Protection Laws. Customer’s responsibilities do not limit SambaNova’s obligations under this DPA.
    4. Security Incident Response. To the extent required by applicable Data Protection Laws, upon becoming aware of a Security Incident, SambaNova shall notify Customer without undue delay. Notice shall be provided to Customer’s designated notice contact under the Agreement, and shall include: (i) the nature of the Security Incident; (ii) where possible, the categories and approximate numbers of the affected Data Subjects and Customer Personal Data records; (iii) the likely consequences of the Security Incident; (iv) the measures taken or proposed to contain, investigate, remediate, and mitigate the Security Incident; and (v) contact information through which Customer may obtain additional information. Where the information cannot be provided at the same time, SambaNova may provide it in phases without undue further delay. SambaNova shall promptly take reasonable steps within its control to contain, investigate, remediate, and mitigate the Security Incident and shall reasonably assist Customer with legally required notifications to authorities and affected individuals. SambaNova shall not notify any third party of a Security Incident identifying Customer without Customer’s prior written approval, except as required by law. Notification does not constitute an admission of fault or liability. The Parties shall reasonably cooperate in investigating a Security Incident. The obligations set forth herein shall not apply to Security Incidents to the extent they are caused by Customer or its Authorized Users.
  11. Audit. Upon the reasonable request of the Customer, and at Customer’s expense and no more than once per year, SambaNova shall make available to Customer all information in its possession reasonably necessary to demonstrate compliance with the obligations described in this DPA and shall allow for, and cooperate with, reasonable assessments by Customer or the Customer’s designated assessor. Customer shall not use such an audit report for any other purpose than to assess SambaNova’s compliance with this DPA. Customer shall have the right, upon notice, to take reasonable and appropriate steps to stop and remediate SambaNova’s unauthorized use of Customer Personal Data. Customer shall bear its audit costs unless the audit identifies a material breach of this DPA by SambaNova, in which case SambaNova shall bear its reasonable costs of responding to the audit and remediating the breach. Nothing in this Section limits a competent authority’s audit or inspection rights or Customer’s rights under the EU SCCs or UK Addendum. Where required by U.S. Data Protection Laws, Customer may take reasonable and appropriate steps to verify that SambaNova’s Processing is consistent with Customer’s legal obligations.
  12. General Terms
    1. Termination and Survival. This DPA and all provisions herein shall remain in effect so long as the Agreement is in effect.
    2. Ineffective Clause. If individual provisions of this DPA are or become ineffective, the effectiveness of the remaining provisions shall not be affected. The Parties shall replace the ineffective clause with a legally allowed clause, which will accomplish the intended commercial intention as closely as possible.
    3. Conflicts. In case of contradictions between this DPA and the provisions of the Agreement, the provisions of this DPA shall prevail. For a Restricted Transfer, the applicable EU SCCs or UK Addendum prevail over this DPA and the Agreement to the extent of a conflict. Except to the extent prohibited by Data Protection Laws or inconsistent with the EU SCCs or UK Addendum, the exclusions and limitations of liability in the Agreement apply to this DPA. Nothing in the Agreement or this DPA limits the rights of Data Subjects or competent authorities or modifies liability imposed by the EU SCCs, UK Addendum, or other nonwaivable requirements of Data Protection Laws.
    4. Dispute Resolution. Before commencing any legal proceeding arising out of or relating to this DPA, the Parties shall first attempt in good faith to resolve the dispute through negotiation between senior representatives of each Party with authority to settle the matter, for a period of not less than thirty (30) days following written notice of the dispute, unless a Party reasonably believes that interim injunctive relief is necessary to prevent irreparable harm, in which case this Section 12(d) shall not prevent that Party from seeking such relief. Any discussions conducted pursuant to this Section 12(d) shall be treated as confidential settlement negotiations and shall not be used as evidence in any subsequent proceeding. This Section does not restrict a Party’s obligations concerning a Security Incident, regulatory inquiry, legally required suspension of Processing, or Restricted Transfer, and does not limit the rights of Data Subjects or competent authorities under Data Protection Laws, the EU SCCs, or UK Addendum.
    5. Amendment. Except for updates expressly permitted by Sections 6, 8, and 10, this DPA may be amended only by a written agreement between the Parties. SambaNova may make an amendment reasonably necessary to comply with a change in Data Protection Laws upon prior written notice, provided that the amendment does not materially reduce the protection afforded to Customer Personal Data or alter the Parties’ commercial rights beyond what the legal change reasonably requires.
    6. Governing Law and Jurisdiction. Except as otherwise required by the EU SCCs, UK Addendum, or applicable Data Protection Laws, the governing law and jurisdiction as set forth in the Agreement apply to this DPA.

Each Party is signing this DPA through its duly authorized signatory:

SAMBANOVA SYSTEMS, INC. COMPANY NAME:
By: By:
Name: Name:
Title: Title:
Notices to: 2460 North First Street, Suite 100, San Jose, California, 95131, United States Notices to:  
Attention: Chief Legal Officer Attention:  
Email: legal@sambanovasystems.com Email:  

EXHIBIT A: STANDARD CONTRACTUAL CLAUSES

The Standard Contractual Clauses annexed to Commission Implementing Decision (EU) 2021/914 (the “EU SCCs”) are incorporated into this DPA and apply to Restricted Transfers subject to the EU GDPR. Module 2 applies to controller-to-processor transfers, and Module 3 applies to processor-to-processor transfers, in each case as specified in Section 6. The Parties shall use the official, unmodified text of the applicable Module. The selections and Appendix information are completed through Section 6 and Annexes I-III of this DPA.

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 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.

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, 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 2021/915.

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 8.1(b), 8.9(a), (c), (d) and (e);

(iii) Clause 9(a), (c), (d) and (e);

(iv) Clause 12(a), (d) and (f);

(v) Clause 13;

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

(vii) Clause 16(e);

(viii) 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 – Intentionally Omitted.

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.

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 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 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 benefiting 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;

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.

(iii) the onward transfer is necessary for the establishment, exercise or defense 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

(a) GENERAL WRITTEN AUTHORISATION 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. (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 subprocessor 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 subprocessor 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

(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

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

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.

(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

(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

(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 behavior 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

(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.

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 timeframe. 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.

(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).

(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. The data exporter shall suspend the data transfer if it considers that no appropriate safeguards for such transfer can be ensured, or if instructed by the competent supervisory authority to do so. In this case, the data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses. If the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise. Where the contract is terminated pursuant to this Clause, Clause 16(d) and (e) shall apply.

Clause 15

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

15.1 Notification

(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.

(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

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

(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.

ANNEX I

DETAILS OF PROCESSING AND TRANSFERS

A. LIST OF PARTIES

Data exporter(s):

Name: Customer identified in the Agreement or applicable Order Form

Activities relevant to the transfer: Use of the Services as described in the Agreement and Annex I.B

Role: Controller under Module 2 or Processor under Module 3, as applicable

Data importer(s):

Name: SambaNova Systems, Inc.

Address: 2460 N First St, Suite 100, San Jose CA 95131, United States

Email: privacy@sambanova.ai

Activities relevant to the data transferred under these Clauses: Providing the Services as described in the Agreement and Annex I.B

Role (controller/processor): Processor under Module 2 or Subprocessor under Module 3, as applicable

B. DESCRIPTION OF TRANSFER

  1. Categories of data subjects whose personal data is transferred
    1. Business customer information; Individuals authorized by or on behalf of the Customer to access and/or make use of any portion or component of the Services (“Users”);
    2. Customer End Users’ Information; Personal information that has been uploaded or accessed through SambaNova’s Services by Customers related to their customers or prospective customers or otherwise utilized in conjunction with the Services. This may include third party data that is directed by Customers to be accessed through the Service.

  2. Categories of personal data transferred

    Names, email addresses, profile photos, and interaction logs generated through the use of the Services, including IP addresses used for authentication and fraud prevention.

    Content of API requests and responses (including prompts, inputs, files and completions) submitted to or generated through the Services, which may contain any category of Personal Data determined by Customer and its end users. SambaNova does not control and does not monitor the categories of Personal Data included in such content.

  3. Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialized training), keeping a record of access to the data, restrictions for onward transfers or additional security measures.

    The Services do not require Customer to submit Sensitive Data unless expressly agreed in writing. To the extent Customer is permitted to submit Sensitive Data, the categories may depend on Customer’s use of the Services, and SambaNova shall apply the purpose limitations, access restrictions, encryption, logging, personnel confidentiality, and other safeguards described in Annex II. Customer shall not submit Sensitive Data prohibited by the Agreement.

  4. The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis).

    Continuous basis

  5. Nature of the processing

    SambaNova will collect, process, and disclose the Customer Personal Data to provide the Services as detailed in the Agreement and Order Form between SambaNova and Customer.

  6. Purpose(s) of the data transfer and further processing

    SambaNova will process Customer Personal Data for the purposes of providing the Services and otherwise detailed in the Agreement.

  7. The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period

    Prompts, inputs and completions submitted to or generated through the Services are processed transiently to generate the response and are retained for no more than 30 days solely for security, fraud and abuse monitoring and then deleted, except to the extent Customer elects to store such content within the Services. Account, authentication, billing and Service Usage Data are retained for the duration of the Agreement and thereafter only as described in Section 9 (Return or Deletion of Personal Data) or as required by applicable law.

  8. For transfers to Subprocessors, also specify subject matter, nature and duration of the processing

    As detailed above

C. COMPETENT SUPERVISORY AUTHORITY

Identify the competent supervisory authority/ies in accordance with Clause 13

The competent supervisory authority shall be determined in accordance with Clause 13 of the applicable EU SCC Module. Where the data exporter is established in an EEA Member State, the competent authority is the authority responsible for the data exporter’s compliance with the EU GDPR concerning the transfer. In other circumstances, the competent authority is the authority determined under Clause 13 based on the data exporter’s Article 27 representative or the location of affected Data Subjects, as applicable.

ANNEX II

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

This Annex II describes the technical and organisational measures implemented and maintained by SambaNova in connection with its Processing of Customer Personal Data and completes Annex II to the EU SCCs under both Module Two and Module Three, as applicable. The measures described below apply to the Processing and transfers described in Annex I. SambaNova shall maintain these measures in accordance with Section 10 of the DPA. Capitalized terms not defined in this Annex II have the meanings given in the DPA.

  1. Organizational/Administrative Security Measures: Processor has implemented, and will maintain and update as appropriate throughout its processing of Personal Information:
    1. A written and comprehensive information security program in compliance with applicable data protection laws.
    2. A data loss prevention program that reflects reasonable policies or procedures designed to detect, prevent, and mitigate the risk of data security breaches or identity theft, which shall include at a minimum:
      1. appropriate policies and technological controls designed to prevent loss of personal information; and
      2. a disaster recovery/business continuity plan that addresses ongoing access, maintenance and storage of personal information as well as security needs for back-up sites and alternate communication networks.
    3. Policies and procedures to limit access to personal information to those who require such access to perform their roles and responsibilities in connection with the Agreement, including regular updates to such access based on changes to Processor’s personnel, policies or procedures.
    4. Procedures to verify all access rights through effective authentication methods.
    5. Policies and procedures for assessing legal basis for, and responding to, government agency requests for data.
  2. Physical Security Measures
    1. Processor has implemented and will maintain and update as appropriate throughout its processing of personal information, appropriate physical security measures for any facility used to process personal information and continually monitor any changes to the physical infrastructure, business, and known threats.
  3. Technical Security Measures: Processor shall throughout its processing of personal information:
    1. Perform vulnerability scanning and assessments on applications and infrastructure used to process personal information.
    2. Secure its computer networks using multiple layers of access controls to protect against unauthorized access.
    3. Restrict access through mechanisms such as, but not limited to, management approvals, robust controls, logging, and monitoring access events and subsequent audits.
    4. Identify computer systems and applications that warrant security event monitoring and logging and reasonably maintain and analyze log files.
    5. Use up-to-date, industry standard, commercial virus/malware scanning software that identifies malicious code on all of its systems that process personal information.
    6. Encrypt personal information in transit.
    7. Encrypt sensitive personal information at rest and solely manage and secure all encryption keys (i.e. no other third party shall have access to these encryption keys, including Sub-processors).

ANNEX III

The following entities are authorized to Process Customer Personal Data as Subprocessors as of the effective date of this DPA. The then-current list is maintained at the Subprocessor List identified in Section 8.

LIST OF SUB-PROCESSORS

Subprocessor Name Purpose Location
Amazon Web Services, Inc. Public cloud infrastructure USA and Japan
Google LLC Public cloud infrastructure USA
Microsoft Corporation Public cloud infrastructure USA
SoftBank Group Corp. Public cloud infrastructure, ISP Japan
Vantage, LLC Datacenter space/power/cooling provider USA
Colovore Datacenter space/power/cooling provider; ISP USA
Equinix Datacenter provider; Equinix Fabric for network connectivity USA
GitHub, Inc. Source code revision control USA
Oracle Corporation Public cloud infrastructure USA
Stripe, Inc. Payment processing services as applicable (Dev tier customers only) USA
Metronome Technologies, Inc. Billing processing service USA
Okta, Inc. Access and authentication management USA
Salesforce.com, Inc. Customer relationship management platform, Hubspot and Slack messaging platform USA
Atlassian Corporation Jira and Confluence USA
Bandwidth IG Dark Fiber USA
Mara Holdings Data Center USA
Jamf Information Technology USA
KnowBe4 Employee Training USA
SumoLogic Cloud Monitoring USA
Vanta GRC Portal USA
Infercom Data Center Germany
Argyll Data Center United Kingdom
Southern Cross Data Center Australia
Zendesk Customer Service Cloud

Notes: Technical measures — the engineering controls:

  • Encryption — data encrypted in transit (e.g., TLS 1.2+) and at rest (e.g., AES-256)
  • Access controls — role-based access, least-privilege, MFA for admin access
  • Pseudonymisation/anonymisation — where feasible, so raw personal data isn't directly exposed
  • Logging and monitoring — audit trails of who accessed what, when
  • Network security — firewalls, intrusion detection, segmentation
  • Vulnerability management — patching cadence, penetration testing, vulnerability scanning
  • Backup and resilience — the ability to restore availability and access in a timely manner after an incident (this phrase is lifted almost directly from Art. 32(1)(c))
  • Testing and evaluation — a process for regularly testing and assessing the effectiveness of the measures (Art. 32(1)(d))

Organisational measures — the people/process controls:

  • Access governance — onboarding/offboarding procedures, periodic access reviews
  • Staff training and confidentiality — employees under confidentiality obligations, trained on data handling
  • Incident response plan — a documented breach notification process with defined timelines (GDPR requires notifying the controller “without undue delay”)
  • Vendor/Subprocessor management — due diligence and contractual flow-down obligations to any Subprocessors
  • Data minimisation by design — policies limiting what's collected/retained to what's necessary
  • Physical security — controls over data centers/facilities (often inherited from cloud infra provider)
  • Governance documentation — a named security point of contact, a security policy that's reviewed periodically, and audit rights for the controller (or reliance on third-party audit reports)

EXHIBIT B: UK INTERNATIONAL DATA TRANSFER ADDENDUM

Part 1: Tables

Table 1: Parties

Start date Effective date of the DPA
The Parties Exporter (who sends the Restricted Transfer) Importer (who receives the Restricted Transfer)
Parties’ details Customer SambaNova
Key Contact See Annex I.A to Exhibit A See Annex I.A to Exhibit A
Signature (if required for the purposes of Section 2) The Parties’ signature to the DPA constitutes their signature to this Addendum The Parties’ signature to the DPA constitutes their signature to this Addendum

Table 2: Selected SCCs, Modules and Selected Clauses

Addendum EU SCCs

The version of the Approved EU SCCs which this Addendum is appended to, detailed below, including the Appendix Information:

Date: Effective date of the DPA

Reference (if any): N/A

Other identifier (if any): N/A

Table 3: Appendix Information

“Appendix Information” means the information which must be provided for the selected modules as set out in the Appendix of the Approved EU SCCs (other than the Parties), and which for this Addendum is set out in:

Annex 1A: List of Parties: See Annex I.A to Exhibit A
Annex 1B: Description of Transfer: See Annex I.B to Exhibit A
Annex II: Technical and organisational measures including technical and organisational measures to ensure the security of the data: See Annex II to Exhibit A
Annex III: List of Sub processors (Modules 2 and 3 only): See Annex III to Exhibit A

Table 4: Ending this Addendum when the Approved Addendum Changes

Ending this Addendum when the Approved Addendum changes

Which Parties may end this Addendum as set out in Section 19:

Neither Party

Alternative Part 2 Mandatory Clauses:

Mandatory Clauses Part 2: Mandatory Clauses of the Approved Addendum, being the template Addendum B.1.0 issued by the ICO and laid before Parliament in accordance with s119A of the Data Protection Act 2018 on 2 February 2022, as it is revised under Section 18 of those Mandatory Clauses.