Data Processing Addendum

마지막 업데이트:

This Data Processing Addendum (the “Addendum”) is made by and between Zello Inc. (“Zello”) and the entity identified as “Customer” in the Agreement (“Customer”).

This Addendum is incorporated into the Order Form or other agreement between Zello and Customer (“Agreement”) and applies where Zello Processes Customer Personal Data (as defined below) in connection with providing the Services to Customer and such Processing is subject to Data Protection Legislation. This Addendum shall be effective for the term of the Agreement.

## 1. Definitions

1.1 For the purposes of the Addendum:

1.1.1 “Customer Personal Data” means the Personal Data described under Section 2 of this Addendum that is subject to Data Protection Legislation, in respect of which Customer is the Controller;

1.1.2 “CCPA” means the California Consumer Privacy Act, as amended by the California Privacy Rights Act;

1.1.3 “Data Protection Legislation” means all applicable legislation relating to data protection and privacy including without limitation the CCPA, the EU GDPR and the UK GDPR, together with any national implementing laws in any Member State of the European Union or, to the extent applicable, in any other country, as amended, repealed, consolidated or replaced from time to time;

1.1.4 “EU GDPR” means the General Data Protection 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;

1.1.5 “GDPR” means the EU GDPR and/or the UK GDPR as applicable in the context of its use under this Addendum;

1.1.6 “Personal Data”, “Data Subject”, “Personal Data Breach”, “Process”, “Processor” and “Controller” will each have the meaning given to them in the GDPR;

1.1.7 “EU Standard Contractual Clauses” means the Annex to the European Commission’s decision of 4 June 2021 on Standard Contractual Clauses for the transfer of personal data to third countries which do not ensure an adequate level of data protection pursuant to the GDPR, with “Module 2” selected (which covers transfers of Personal Data from a Controller to Processor), attached hereto as Schedule 1;;

1.1.8 “UK GDPR” means the EU GDPR in such form as incorporated into the laws of the United Kingdom (UK) by virtue of the European Union (Withdrawal) Act 2018 and the UK Data Protection Act 2018; and

1.1.9 “UK International Data Transfer Addendum” means the UK International Data Transfer Addendum to the EU Standard Contractual Clauses (version B.1.0) issued by the UK Information Commissioner and laid before Parliament in accordance with s119A of the Data Protection Act 2018 on 2 February 2022 (as it is revised under its Section 18) to facilitate the international transfer of Personal Data in compliance with the UK GDPR, attached hereto as Schedule 2.

1.2 “Sell” means to sell, rent, release, disclose, disseminate, make available, transfer, or otherwise communicate Personal Data to a third party for monetary or other valuable consideration.

1.2.1 “Share” means to share, rent, release, disclose, disseminate, make available, transfer, or otherwise communicate Personal Data to third parties for targeted advertising to an individual based on Personal Data obtained from the individual’s activity across non-affiliated or distinctly-branded websites, applications, or services.

1.2.2 Capitalized terms not otherwise defined herein shall have the meaning given to them in the Agreement.

2. Details of The Processing

2.1 Categories of Data Subjects. This Addendum applies to the Processing of Customer Personal Data relating to Customer’s employees and other authorized users.

2.2 Types of Personal Data. Customer Personal Data includes Personal Data, the extent of which is determined and controlled by Customer in its sole discretion, such as names, device identifiers, and any Personal Data that may be transmitted through the Services by Customer’s authorized users.

2.3 Subject-Matter and Nature of the Processing. The subject-matter of Processing of Customer Personal Data by Zello is the provision of the Services to Customer that involves the Processing of Customer Personal Data. Customer Personal Data will be subject to those Processing activities which Zello needs to perform in order to provide the Services pursuant to the Agreement and any applicable statement of work.

2.4 Purpose of the Processing. Customer Personal Data will be Processed by Zello for purposes of providing the Services set out into the Agreement and any applicable statement of work.

2.5 Duration of the Processing. Customer Personal Data will be Processed for the duration of the Agreement, subject to Section 10 of this Addendum.

3. Processing of Customer Personal Data

3.1 The provisions in this Section 3.1 shall apply to the extent Zello’s processing of Customer Personal Data is subject to the GDPR.

3.1.1 The parties acknowledge and agree that Customer is the Controller and Zello is the Processor of Customer Personal Data. Zello will only Process Customer Personal Data as a Processor on behalf of and in accordance with Customer’s prior written instructions, including with respect to transfers of Customer Personal Data. Zello is hereby instructed to Process Customer Personal Data to the extent necessary to enable Zello to provide the Services in accordance with the Agreement.

3.1.2 If Zello cannot process Customer Personal Data in accordance with Customer’s instructions due to a legal requirement under applicable laws of the European Union, its Member States or the United Kingdom, Zello will (i) promptly notify Customer of such inability, providing a reasonable level of detail as to the instructions with which it cannot comply and the reasons why it cannot comply, to the greatest extent permitted by applicable law; and (ii) cease all Processing of the affected Customer Personal Data (other than merely storing and maintaining the security of the affected Customer Personal Data) until such time as Customer issues new instructions with which Zello is able to comply. If this provision is invoked, Zello will not be liable to Customer under the Agreement for failure to perform the Services until such time as Customer issues new instructions.

3.1.3 The Parties will comply with the provisions of the EU Standard Contractual Clauses in relation to the Processing of Customer Personal Data subject to the EU GDPR and the UK International Data Transfer Addendum in relation to the Processing of Customer Personal Data subject to the UK GDPR (together the “International Transfer Safeguards”). For the purposes of the International Transfer Safeguards, the Customer is the data exporter and Zello is the data importer. The International Transfer Safeguards (as applicable)shall automatically terminate once the Customer Personal Data transfer governed thereby becomes lawful under Chapter V of the GDPR in their absence.

3.2 To the extent Zello’s Processing of Customer Personal Data is subject to the CCPA, Zello certifies that it shall not (1) retain, use, or disclose Customer Personal Data other than as provided for in the Agreement, as needed to perform the Services, to build or improve the quality of the Services to detect security incidents, to protect against fraudulent or illegal activity, to retain sub-Processors in compliance with Section 6, or as otherwise permitted by the CCPA; or (2) Sell or Share Customer Personal Data. The parties acknowledge and agree that the disclosure of Customer Personal Data by Customer to Zello does not form part of any monetary or other valuable consideration exchanged between the parties.

3.3 Each of Customer and Zello will comply with their respective obligations under the Data Protection Legislation. Customer shall ensure that Customer has obtained (or will obtain) all rights and consents and has provided (or will provide) all the information to Data Subjects that are required by the Data Protection Legislation, as necessary for Zello to Process Customer Personal Data in accordance with this Addendum.

4. Confidentiality

4.1 Zello will ensure that any person whom Zello authorizes to Process Customer Personal Data on its behalf is subject to confidentiality obligations in respect of that Customer Personal Data.

5. Security Measures

5.1 Zello will implement appropriate technical and organizational measures to protect against accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Personal Data (described under Annex II to the EU Standard Contractual Clauses).

5.2 Zello will provide Customer with reasonable assistance as necessary for the fulfillment of Customer’s obligation to keep Customer Personal Data secure.

6. Sub-Processing

6.1 Customer authorizes Zello to appoint sub-Processors to perform specific services on Zello’s behalf which may require such sub-Processors to Process Customer Personal Data. For the avoidance of doubt, the above authorization constitutes Customer’s general written authorisation to the sub-Processing by Zello for purposes of Clause 9 of the EU Standard Contractual Clauses. Zello will inform Customer of any intended changes concerning the addition or replacement of any sub-Processors and Customer will have an opportunity to object to such changes on reasonable grounds within fifteen (15) business days after being notified. If the parties are unable to resolve such objection, either party may terminate the Agreement by providing written notice to the other party.

6.2 Zello will enter into a binding written agreement with the sub-Processor that imposes on the sub-Processor the same obligations that apply to Zello under this Addendum. Where any of its sub-Processors fails to fulfill its data protection obligations, Zello will be liable to Customer for the performance of its sub-Processors’ obligations.

6.3 The parties agree that the copies of the Sub-processor agreements that must be provided by Zello to Customer pursuant to Clause 9© of the EU Standard Contractual Clauses, if applicable, may have commercial information or clauses unrelated to the EU Standard Contractual Clauses, removed by Zello beforehand; and, that such copies will be provided by Zello, in a manner to be determined in its discretion, only upon Customer’s written request.

7. Data Subject Rights

7.1 Zello will provide Customer with assistance necessary for the fulfillment of Customer’s obligation to respond to requests for the exercise of Data Subjects’ rights relating to Customer Personal Data. Except as required by law, Zello shall not respond to such requests without Customer’s prior written consent and written instructions and Customer shall be solely responsible for responding to such requests.

8. Personal Data Breaches

8.1 Zello will notify Customer without undue delay after it becomes aware of any Personal Data Breach affecting any Customer Personal Data. At Customer’s request Zello will promptly provide Customer with all reasonable assistance necessary to enable Customer to notify relevant security breaches to the competent data protection authorities and/or affected Data Subjects, if Customer is required to do so under Data Protection Legislation. Customer is solely responsible for complying with Personal Data Breach notification requirements applicable to Customer and fulfilling any third-party notification obligations related to any Personal Data Breach.

9. Data Protection Impact Assessment; Prior Consultation

9.1 Zello will provide Customer with reasonable assistance to facilitate conducting data protection impact assessments and consultation with data protection authorities, if Customer is required by Data Protection Legislation to engage in such activities, and solely to the extent that such assistance is necessary and relates to the Processing by Zello of Customer Personal Data, taking into account the nature of the Processing and the information available to Zello.

10. Return or Deletion of Customer Personal Data

10.1 Zello will return or delete, at Customer’s choice, Customer Personal Data to Customer after the end of the provision of Services relating to the Processing, and delete existing copies unless the applicable law of the European Union, its Member States or the United Kingdom requires storage of the data. The parties agree that certification of deletion of Customer Personal Data as described in Clause 8.5 of the EU Standard Contractual Clauses, if applicable, shall be provided only upon Customer’s request.

11. Information

11.1 Zello will, at Customer’s request, provide Customer with all information necessary to enable Customer to demonstrate compliance with its obligations under Data Protection Legislation, and allow for and contribute to audits, including inspections, conducted by Customer or an auditor mandated by Customer, to the extent that such information is within Zello’s control and Zello is not precluded from disclosing it by applicable law, a duty of confidentiality, or any other obligation owed to a third party, and provided that such audits shall be carried out with reasonable notice during regular business hours not more often than once per year. The parties agree that the audits described in Clause 8.9 of the EU Standard Contractual Clauses, if applicable, shall be performed in accordance with this Section 11. Zello will immediately inform Customer if, in its opinion, an instruction from Customer infringes applicable Data Protection Legislation .

12. Liability

12.1 Each party’s liability towards the other party under or in connection with this Addendum will be limited in accordance with the provisions of the Agreement.

12.2 Customer acknowledges that Zello is reliant on Customer for direction as to the extent to which Zello is entitled to Process Customer Personal Data on behalf of Customer in performance of the Services. Consequently Zello will not be liable under the Agreement for any claim brought by a Data Subject arising from any action or omission by Zello, to the extent that such action or omission resulted from Customer’s instructions or from Customer’s failure to comply with its obligations under Data Protection Legislation.

13. General Provisions

13.1 With regard to the subject matter of this Addendum, in the event of inconsistencies between the provisions of this Addendum and the Agreement, the provisions of this Addendum shall prevail.

SCHEDULE 1

EU Standard Contractual Clauses (Controller to Processor)

SECTION I

Clause 1

_ Purpose and scope _

  1. 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 and on the free movement of such data (General Data Protection Regulation) for the transfer of personal data to a third country.

  2. The Parties:

  3. 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

  4. 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”).

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

  6. 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 _

  1. These Clauses set out appropriate safeguards, including enforceable data subject rights and effective legal remedies, pursuant to Article 46(1) and Article 46 (2)© 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.
  2. 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 _

  1. Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, with the following exceptions:

  2. Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;

  3. Clause 8.1(b), 8.9(a), ©, (d) and (e);

  4. Clause 9(a), ©, (d) and (e);

  5. Clause 12(a), (d) and (f);

  6. Clause 13;

  7. Clause 15.1©, (d) and (e);

  8. Clause 16(e);

  9. Clause 18(a) and (b)

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

Clause 4

_ Interpretation _

  1. Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that Regulation.
  2. These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679.
  3. 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

_ Docking clause _

Not used

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.

8.1 Instructions

  1. 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.
  2. 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

  1. 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.
  2. 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.
  3. 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.
  4. 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, or if:

  1. 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;
  2. 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;
  3. 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
  4. 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

  1. The data importer shall promptly and adequately deal with enquiries from the data exporter that relate to the processing under these Clauses.
  2. 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.
  3. 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.
  4. 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.
  5. The Parties shall make the information referred to in paragraphs (b) and ©, including the results of any audits, available to the competent supervisory authority on request.

Clause 9

_ Use of sub-processors _

  1. The data importer has the data exporter’s general authorisation 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 15 business 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.
  2. 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.
  3. 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 , the data importer may redact the text of the agreement prior to sharing a copy.
  4. 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.
  5. 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 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 _

  1. 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.
  2. 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.
  3. In fulfilling its obligations under paragraphs (a) and (b), the data importer shall comply with the instructions from the data exporter.

Clause 11

_ Redress _

  1. 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.

  2. 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.

  3. 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:

  4. 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;

  5. refer the dispute to the competent courts within the meaning of Clause 18.

  6. 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.

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

  8. 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 _

  1. 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.
  2. 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.
  3. 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.
  4. The Parties agree that if the data exporter is held liable under paragraph © 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.
  5. 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.
  6. 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.
  7. The data importer may not invoke the conduct of a sub-processor to avoid its own liability.

Clause 13

_ Supervision _

  1. 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.

  2. 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 _

  1. 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.

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

  3. 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;

  4. 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;

  5. 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.

  6. 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.

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

  8. 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).

  9. 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 organisational 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 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

  1. 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:

  2. receives a legally binding request from a public authority, including judicial authorities, under the laws of the country of destination for the disclosure of 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

  3. becomes aware of any direct access by public authorities to 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.

  4. 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.

  5. 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.).

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

  7. Paragraphs (a) to © 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 minimisation

  1. 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).
  2. 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.
  3. 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 _

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

  2. 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).

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

  4. 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;

  5. the data importer is in substantial or persistent breach of these Clauses; or

  6. 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.

  1. personal data that has been transferred prior to the termination of the contract pursuant to paragraph © 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.
  2. 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 one of the EU Member States, provided such law allows for third-party beneficiary rights. The Parties agree that this shall be the law of the Republic 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 the Republic of Ireland.

© 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

A. LIST OF PARTIES

Data exporter(s):

Name and Address: the name and address of the “Customer” (as defined in this Addendum).

Contact persons name, position and contact details: Customer key contact as communicated by the Customer to Zello from time to time.

EU and UK Representative details: Where applicable, EU and UK representative details as communicated by the Customer to Zello from time to time.

Activities relevant to the data transferred: receipt of the Services provided by Zello pursuant to the Agreement.

Role: Controller.

Data importer(s):

Name and Address: Zello Inc. 1717 W 6th St Ste 450, Austin, Texas, 78703

Contact persons name, position and contact details:

Name: Bruce MacFadyen

Role: Chief Financial Officer

Contact details: [email protected]

Activities relevant to the data transferred: provision of the Services to Customer pursuant to the Agreement.

Role: Processor.

B. DESCRIPTION OF TRANSFER

Categories of data subjects whose persona** l data **** is transferred:**

The data subjects concerned as identified in Section 2.1 of the Addendum above.

Categories of personal data transferred:

The categories concerned as identified in Section 2.2 of the Addendum above.

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 specialised training), keeping a record of access to the data, restrictions for onward transfers or additional security measures:

N/A.

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

Continuous.

Nature of the processing:

The nature of the processing as identified in Section 2.3 of the Addendum above.

Purpose(s) of the data transfer and further processing:

The purpose of the processing as identified in Section 2.4 of the Addendum above.

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

The duration of the processing as identified in Section 2.5 of the Addendum above.

For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing:

Any transfers to Sub-Processors shall be in line with the subject matter, nature and duration of the processing identified above.

C. COMPETENT SUPERVISORY AUTHORITY

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

Supervisory Authority of the Republic of Ireland.

ANNEX II

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

Description of the technical and organisational measures implemented by the data importer(s) (including any relevant certifications) to ensure an appropriate level of security, taking into account the nature, scope, context and purpose of the processing, and the risks for the rights and freedoms of natural persons:

The technical and organizational measures implemented by the data importer are described at https://zello.com/legal/security-measures/

ANNEX III

LIST OF SUBPROCESSORS

The controller has authorized the use of the following Sub-Processors:

Analytics

  • Google Analytics
  • Google Firebase/GCP BigQuery
  • Hubspot Web Analytics
  • Amplitude
  • Snowflake
  • Mode Analytics
  • Fivetran
  • Pipedream

CRM

  • Hubspot CRM
  • Zoominfo
  • io

Services

  • Twilio
  • Zerobounce

Support

  • Google Workspace
  • Slack
  • Zendesk
  • Ringcentral
  • Aircall
  • Calendly

Payment

  • Zuora

Hosting providers

SCHEDULE 2

UK Addendum to EU Standard Contractual Clauses

This Addendum has been issued by the Information Commissioner for the Parties making restricted transfers. The Information Commissioner considers that it provides appropriate safeguards for restricted transfers when it is entered into as a legally binding contract.

PART 1

Start Date

The Addendum is effective from the date of the Agreement which this Addendum is appended to.

Table 1: Parties

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  1. Exporter and key contact
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  2. As set out in Annex I of the EU Standard Contractual Clauses in Schedule 1
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    | — | — |
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  3. Importer and key contact:
    |
  4. As set out in Annex I of the EU Standard Contractual Clauses in Schedule 1
    |

Table 2: Selected SCCs, Modules and Clauses

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  1. Addendum EU SCCs
    |
  2. Module 2 of the EU Standard Contractual Clauses as set out in Schedule 1
    |
    | — | — |
    |
  3. Importer and key contact:
    |
  4. As set out in Annex I of the EU Standard Contractual Clauses in Schedule 1
    |

Table 3: Appendix Information

As set out in Annex I and Annex II of the EU Standard Contractual Clauses in Schedule 1.

Table 4: Ending this Addendum when the Approved Addendum Changes

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  1. Ending this Addendum when the Approved Addendum changes
    |
  2. Either Party may end this Addendum as set out in Section 19.
    |
    | — | — |

PART 2

Entering into this Addendum

  1. Each Party agrees to be bound by the terms and conditions set out in this Addendum, in exchange for the other Party also agreeing to be bound by this Addendum.
  2. Although Annex I.A and Clause 7 of the Approved EU SCCs require signature by the Parties, for the purpose of making Restricted Transfers, the Parties may enter into this Addendum in any way that makes them legally binding on the Parties and allows data subjects to enforce their rights as set out in this Addendum. Entering into this Addendum will have the same effect as signing the Approved EU SCCs and any part of the Approved EU SCCs.

Interpretation of this Addendum

  1. Where this Addendum uses terms that are defined in the Approved EU SCCs those terms shall have the same meaning as in the Approved EU SCCs. In addition, the following terms have the following meanings:

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  1. Addendum
    |

  2. This Addendum which is made up of this Addendum incorporating the Addendum EU SCCs.
    |
    | — | — |
    |

  3. Addendum EU SCCs
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  4. The version(s) of the Approved EU SCCs as set out in Schedule 1, including the Appendix Information.
    |
    |

  5. Appendix Information
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  6. As set out in Annex I to the EU Standard Contractual Clauses included in Schedule 1.
    |
    |

  7. Appropriate Safeguards
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  8. The standard of protection over the personal data and of data subjects’ rights, which is required by UK Data Protection Laws when you are making a restricted transfer relying on standard data protection clauses under Article 46(2)(d) UK GDPR.
    |
    |

  9. Approved Addendum
    |

  10. The template Addendum 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.
    |
    |

  11. Approved EU SCCs
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  12. The Standard Contractual Clauses set out in the Annex of Commission Implementing Decision (EU) 2021/914 of 4 June 2021.
    |
    |

  13. ICO
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  14. The Information Commissioner.
    |
    |

  15. Restricted Transfer
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  16. A transfer which is covered by Chapter V of the UK GDPR.
    |
    |

  17. UK
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  18. The United Kingdom of Great Britain and Northern Ireland.
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    |

  19. UK Data Protection Laws
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  20. All laws relating to data protection, the processing of personal data, privacy and/or electronic communications in force from time to time in the UK, including the UK GDPR and the Data Protection Act 2018.
    |
    |

  21. UK GDPR
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  22. As defined in section 3 of the Data Protection Act 2018.
    |

  23. This Addendum must always be interpreted in a manner that is consistent with UK Data Protection Laws and so that it fulfils the Parties’ obligation to provide the Appropriate Safeguards.

  24. If the provisions included in the Addendum EU SCCs amend the Approved EU SCCs in any way which is not permitted under the Approved EU SCCs or the Approved Addendum, such amendment(s) will not be incorporated in this Addendum and the equivalent provision of the Approved EU SCCs will take their place.

  25. If there is any inconsistency or conflict between UK Data Protection Laws and this Addendum, UK Data Protection Laws applies.

  26. If the meaning of this Addendum is unclear or there is more than one meaning, the meaning which most closely aligns with UK Data Protection Laws applies.

  27. Any references to legislation (or specific provisions of legislation) means that legislation (or specific provision) as it may change over time. This includes where that legislation (or specific provision) has been consolidated, re-enacted and/or replaced after this Addendum has been entered into.

Hierarchy

  1. Although Clause 5 of the Approved EU SCCs sets out that the Approved EU SCCs prevail over all related agreements between the parties, the parties agree that, for Restricted Transfers, the hierarchy in Section 10 will prevail.
  2. Where there is any inconsistency or conflict between the Approved Addendum and the Addendum EU SCCs (as applicable), the Approved Addendum overrides the Addendum EU SCCs, except where (and in so far as) the inconsistent or conflicting terms of the Addendum EU SCCs provides greater protection for data subjects, in which case those terms will override the Approved Addendum.
  3. Where this Addendum incorporates Addendum EU SCCs which have been entered into to protect transfers subject to the General Data Protection Regulation (EU) 2016/679 then the Parties acknowledge that nothing in this Addendum impacts those Addendum EU SCCs.

Incorporation of and changes to the EU SCCs

  1. This Addendum incorporates the Addendum EU SCCs which are amended to the extent necessary so that:

  2. together they operate for data transfers made by the data exporter to the data importer, to the extent that UK Data Protection Laws apply to the data exporter’s processing when making that data transfer, and they provide Appropriate Safeguards for those data transfers;

  3. Sections 9 to 11 override Clause 5 (Hierarchy) of the Addendum EU SCCs; and

  4. this Addendum (including the Addendum EU SCCs incorporated into it) is (1) governed by the laws of England and Wales and (2) any dispute arising from it is resolved by the courts of England and Wales, in each case unless the laws and/or courts of Scotland or Northern Ireland have been expressly selected by the Parties.

  5. Unless the Parties have agreed alternative amendments which meet the requirements of Section 12, the provisions of Section 15 will apply.

  6. No amendments to the Approved EU SCCs other than to meet the requirements of Section 12 may be made.

  7. The following amendments to the Addendum EU SCCs (for the purpose of Section 12) are made:

  8. References to the “Clauses” means this Addendum, incorporating the Addendum EU SCCs;

  9. In Clause 2, delete the words:

“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”;

  1. Clause 6 (Description of the transfer(s)) is replaced with:

“The details of the transfers(s) and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred) are those specified in Annex I.B where UK Data Protection Laws apply to the data exporter’s processing when making that transfer.”;

  1. Clause 8.7(i) of Module 1 is replaced with:

“it is to a country benefitting from adequacy regulations pursuant to Section 17A of the UK GDPR that covers the onward transfer”;

  1. Clause 8.8(i) of Modules 2 and 3 is replaced with:

“the onward transfer is to a country benefitting from adequacy regulations pursuant to Section 17A of the UK GDPR that covers the onward transfer;”

  1. References to “Regulation (EU) 2016/679”, “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)” and “that Regulation” are all replaced by “UK Data Protection Laws”. References to specific Article(s) of “Regulation (EU) 2016/679” are replaced with the equivalent Article or Section of UK Data Protection Laws;
  2. References to Regulation (EU) 2018/1725 are removed;
  3. References to the “European Union”, “Union”, “EU”, “EU Member State”, “Member State” and “EU or Member State” are all replaced with the “UK”;
  4. The reference to “Clause 12©(i)” at Clause 10(b)(i) of Module one, is replaced with “Clause 11©(i)”;
  5. Clause 13(a) and Part C of Annex I are not used;
  6. The “competent supervisory authority” and “supervisory authority” are both replaced with the “Information Commissioner”;
  7. In Clause 16(e), subsection (i) is replaced with:

“the Secretary of State makes regulations pursuant to Section 17A of the Data Protection Act 2018 that cover the transfer of personal data to which these clauses apply;”;

  1. Clause 17 is replaced with:

“These Clauses are governed by the laws of England and Wales.”;

  1. Clause 18 is replaced with:

“Any dispute arising from these Clauses shall be resolved by the courts of England and Wales. A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of any country in the UK. The Parties agree to submit themselves to the jurisdiction of such courts.”; and

  1. The footnotes to the Approved EU SCCs do not form part of the Addendum, except for footnotes 8, 9, 10 and 11.

Amendments to this Addendum

  1. The Parties may agree to change Clauses 17 and/or 18 of the Addendum EU SCCs to refer to the laws and/or courts of Scotland or Northern Ireland.

  2. If the Parties wish to change the format of the information included in Part 1: Tables of the Approved Addendum, they may do so by agreeing to the change in writing, provided that the change does not reduce the Appropriate Safeguards.

  3. From time to time, the ICO may issue a revised Approved Addendum which:

  4. makes reasonable and proportionate changes to the Approved Addendum, including correcting errors in the Approved Addendum; and/or

  5. reflects changes to UK Data Protection Laws;

The revised Approved Addendum will specify the start date from which the changes to the Approved Addendum are effective and whether the Parties need to review this Addendum including the Appendix Information. This Addendum is automatically amended as set out in the revised Approved Addendum from the start date specified.

  1. If the ICO issues a revised Approved Addendum under Section 18, if any Party selected in Table 4 “Ending the Addendum when the Approved Addendum changes” will as a direct result of the changes in the Approved Addendum have a substantial, disproportionate and demonstrable increase in

  2. its direct costs of performing its obligations under the Addendum; and/or

  3. its risk under the addendum,

and in either case it has first taken reasonable steps to reduce those costs or risks so that it is not substantial and disproportionate, then that Party may end this Addendum at the end of a reasonable notice period, by providing written notice for that period to the other Party before the start date of the revised Approved Addendum.

  1. The Parties do not need the consent of any third party to make changes to this Addendum, but any changes must be made in accordance with its terms.

ACTIVE/119531697.1