Data Processing Agreement
End Users of Subscribers

Last Updated: October 1st, 2021

To provide some of Our Services to you as a subscriber ("Subscriber" and "you"), Umso Software Inc. ("Umso", "We", "Us", and "Our") processes the data of individuals visiting the website created by you ("End Users") using Our Services if We host that website. Umso refers to the processing of such data as "Processing". This Data Processing Agreement ("DPA") sets forth the terms of such Processing by Us.

This DPA forms part of the Umso Terms of Service, Privacy Policy and any other applicable Umso terms governing the use of the Services (collectively, the "Umso Policies"). The terms of the Umso Policies will apply to this DPA as applicable. In the event of any conflict between this DPA and any of the Umso Policies, the provisions of the following documents (in order of precedence) will prevail: (i) Standard Contractual Clauses; then (ii) this DPA; and then (iii) the Umso Terms of Service. Any capitalized term not defined in this DPA, will have the meaning ascribed to it in the Umso Policies.

To the extent End User Subscriber Data is Processed by Umso, the Subscriber acknowledges and agrees that Umso will process Personal Data as necessary to provide its Services under the Umso Policies and by using the Services, the Subscriber has instructed Umso to process such Personal Data on his/her/its behalf pursuant to this DPA.

1. Definitions

In this DPA, the terms below have the following meanings:

“Applicable Data Protection Regulations” means the EU Data Protection Law and other applicable regulations as set forth in Annex 2 attached hereto.

The terms “Controller”, “Data Subject”, “Personal Data”, “Personal Data Breach”, “Processing”, and “Processor” have the meanings given in the GDPR and as specified in other applicable regulations as set forth in Annex 2 attached hereto.

“End User Subscriber Data” means the Personal Data of End Users of Subscribers as Processed by Umso on behalf of its Subscribers as part of the Services.

"EU Data Protection Law" means all data protection laws and regulations applicable to Europe, including (i) Regulation 2016/679 of the European Parliament and of the Council 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) (the "GDPR"); (ii) Directive 2002/58/EC concerning the processing of personal data and the protection of privacy in the electronic communications sector; (iii) applicable national implementations of (i) and (ii); and (iii) in respect of the United Kingdom ("UK") any applicable national legislation that replaces or converts in domestic law the GDPR or any other law relating to data and privacy as a consequence of the UK leaving the European Union).

“Standard Contractual Clauses” means the standard contractual clauses attached hereto as Annex 1 and the related Appendix 1 attached thereto which form part of this DPA, as may be amended from time to time (the “Clauses”), or with respect to onward transfers by Umso as a Processor to any third party that processes Personal Data under the instructions and supervision of Umso pursuant to Sections 3 and 4 of this DPA, also the Standard Contractual Clauses for the transfer of Personal Data to Processors or Sub-processors established in third countries, as adopted by the European Commission from time to time under EU Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 or the GDPR, as applicable.

"Sub-processor" means any processor engaged by Umso to assist in fulfilling its obligations with respect to providing the Services pursuant to Umso Policies or this DPA. Sub-processors include third parties but exclude Umso employees and independent contractors.
In this DPA, except as otherwise expressly provided or as the context otherwise requires, a capitalized cognate of a defined term has a meaning corresponding to that of the defined term.

2. Processing by Umso

Umso will:

(a) Process End User Subscriber Data for the provision of the Services to Subscribers and according to the Umso Policies;

(b) Process End User Subscriber Data only on the specific instructions of the Subscriber, including with regard to overseas transfers of Personal Data to a third country;

(c) ensure that anyone acting on its behalf, will Process End User Subscriber Data according to the provisions of this DPA, the Privacy Policy and any Applicable Data Protection Regulations;

(d) ensure that its personnel have committed themselves to appropriate contractual or statutory obligations of confidentiality; and

(e) implement appropriate technical, organizational, and security measures to protect the privacy and security of the End User Subscriber Data.

3. Subscriber Obligations

3.1 The Subscriber:

(a) will collect, use, and process Personal Data in accordance with the Applicable Data Protection Regulations;

(b) will have sole responsibility for the accuracy, quality, and legality of End User Subscriber Data and the means by which it was obtained;

(c) will ensure the appropriate level of security when using Our Services, taking into consideration any risks with respect to End User Subscriber Data; and

(d) acknowledges that any storage and/or transfer of End User Subscriber Data by the Subscriber to any third-party or platform other than Umso shall be at the sole risk and responsibility of the Subscriber.

3.2 The Subscriber represents and warrants that:

(a) it has complied, and will continue to comply, with all applicable laws, including Applicable Data Protection Regulations, in respect of its processing of End User Subscriber Data and any processing instructions it issues to Umso; and

(b) it has provided, and will continue to provide, all notices and has obtained, and will continue to obtain, all consents and rights necessary under Applicable Data Protection Regulations for Umso to process End User Subscriber Data for the purposes described in Our Terms of Service. The Subscriber will have sole responsibility for the accuracy, quality, and legality of End User Subscriber Data and the means by which the Subscriber acquired End User Subscriber Data. Without limiting the generality of the foregoing, Subscriber agrees that it shall be responsible for complying with all laws (including Applicable Data Protection Regulations) applicable to any content created, sent, or managed through the Services.

4. Subprocessing

The Subscriber hereby grants Umso the right to engage any Sub-processor without obtaining any further written, specific authorization from the Subscriber. The Sub-processors currently engaged by Umso and authorized by Subscriber are available here.

The Subscriber may object in writing to Our appointment of a new Sub-processor within five calendar days of receiving notice from Us, provided that such objection is based on reasonable grounds relating to data protection. In such event, the Umso and the Subscriber will discuss such concerns in good faith with a view to achieving a commercially reasonable resolution. If no such resolution can be reached, Umso will, at its sole discretion, either not appoint such Sub-processor, or permit the Subscriber to suspend or terminate the affected Services in accordance with the termination provisions in the Umso Terms of Service without liability to either Umso or the Subscriber (but without prejudice to any fees incurred by the Subscriber prior to the effective date of the suspension or termination).

Umso will (a) enter into a written agreement with each Sub-processor containing data protection obligations that provide at least the same level of protection for End User Subscriber Data as those in this DPA, to the extent applicable to the nature of the service provided by such Sub-processor; and (b) remain responsible for such Sub-processor’s compliance with the obligations of this DPA and for any acts or omissions of such Sub-processor that cause Umso to breach any of its obligations under this DPA.

5. Jurisdictional Protection

To the extent that Umso is the recipient and Processor of Personal Data protected by EU Data Protection Laws and is:

(a) established in a jurisdiction deemed to provide an adequate level of protection for Personal Data, Umso will comply with and the Clauses will apply solely on an onward data transfer of the Personal Data imported by Umso to Sub-processors located in a jurisdiction not deemed as providing an adequate level of protection for Personal Data; or

(b) established in a jurisdiction not deemed to provide an adequate level of protection for Personal Data (as described in applicable EU Data Protection Law), Umso will be the data importer for the purposes of and will comply with the Clauses.

6. Security

By using any of Our Services, the Subscriber agrees to the adequacy of the organizational, technical, and security measures implemented by Us to protect the Personal Data. Some of those measures are referred to herein and in Appendix 2 below attached to the Clauses.

7. Notice of Breach

If We become aware of any Personal Data Breach, We will, without undue delay, provide notification of the same, to the affected Subscribers, in accordance with Applicable Data Protection Regulations. We will use reasonable efforts to include the following information in such notifications:

details of the nature of such breach and number of records affected,
the category and estimated number of affected data subjects,
anticipated consequences, and
any actual or proposed measures to be taken by Us (or on Our behalf) in order to mitigate the potential negative effects of such breach.

Our notification of a Personal Data Breach will not be deemed as an acknowledgement by Us of any fault or liability with respect to such incident.

In the event of a Personal Data Breach, the Subscriber will be obligated to take the measures required under Applicable Data Protection Regulations in connection with its End User Subscriber Data.

8. Compliance

Upon reasonable written request, We will:

(a) make available to the Subscriber certifications demonstrating Our compliance with the obligations under this DPA and the Applicable Data Protection Regulations; and/or

(b) make available to the Subscriber information necessary to demonstrate compliance with Our obligations under this DPA and Applicable Data Protection Regulations.

Umso will assist the Subscriber, within reasonable timetables, by the appropriate measures and, as reasonably possible (considering the nature of the Processing), in complying with Data Subject rights and all other relevant obligations under the Applicable Data Protection Regulations.

9. Assistance to Subscriber

We will also reasonably assist the Subscriber, in ensuring compliance with the obligations to:

(a) implement appropriate technical and organisational security measures;

(b) notify (if required) Personal Data breaches to regulators and/or individuals; and

(c) conduct data protection impact assessments (including assessment of the adequacy of the Clauses) and, if required, prior consultation with regulators.

If We receive any request directly from an End User relating to Data Subject rights, We will not respond to such communication directly except as appropriate (for example, to direct the Data Subject to contact you) or legally required, without the Subscriber's prior authorization. If We are required to respond to such a request, We will promptly notify you and provide you with a copy of the request unless We are legally prohibited from doing so. For the avoidance of doubt, nothing in any of the Umso Policies or this DPA will restrict or prevent Us from responding to any Data Subject or data protection authority requests in relation to Personal Data for which We are a Controller.

10. Applicable Transfer Mechanism

The Processing of the End User Subscriber Data will take place within the territory of the EU, Canada, or a third country, territory, or one or more specified sectors within that third country or territory which the European Commission has determined ensures an adequate level of protection. Any transfer to and Processing in a third country or territory outside the EU that does not ensure an adequate level of protection for Personal Data (as described in applicable Data Protection Regulations), will be undertaken in accordance with the Clauses (depending on the nature of the data exporter and data importer as Controller or Processor).

11. Term

This DPA will be in effect in relation to each Subscriber, for as long as such Subscriber, uses any of Our Services; provided, however, that in the event We are obligated, according to the terms of this DPA or any Umso Policies, to keep Personal Data of an End User following the termination of the Services, this DPA will continue to be in effect for as long as Umso holds such Personal Data.

12. Effect of Termination

Upon termination of the use by the Subscriber of the Services, We will, at the election of the Subscriber, delete or return to the Subscriber all End User Subscriber Data in Our possession or control, except that this requirement will not apply to the extent Umso is required by applicable law to retain some or all of the End User Subscriber Data, or to End User Subscriber Data We have archived on back-up systems, which End User Subscriber Data Umso will securely isolate, protect from any further processing, and eventually delete in accordance with Our deletion policies, except to the extent required by applicable law.

13. Amendments

Umso will have the right to amend and/or adjust any of the terms of this DPA as may be required from time-to-time, in order to comply with any applicable laws or regulations.

14. Notice to Umso

Any questions regarding this DPA or requests from a Subscriber to exercise Data Subject rights as described herein, in the GDPR, or other applicable regulation, should be addressed to the Umso Data Protection Officer at privacy@umso.com. Umso will attempt to resolve any complaints regarding the use of End User Subscriber Data in accordance with this DPA and Umso Policies.

15. Limitation of Liability

UMSO’S LIABILITY TAKEN TOGETHER IN THE AGGREGATE ARISING OUT OF OR RELATED TO THIS DPA (INCLUDING THE CLAUSES) WILL BE SUBJECT TO THE EXCLUSIONS AND LIMITATIONS OF LIABILITY SET FORTH IN OUR TERMS OF SERVICE.

ANY CLAIMS MADE AGAINST US UNDER OR IN CONNECTION WITH THIS DPA (INCLUDING, WHERE APPLICABLE, THE CLAUSES) WILL BE BROUGHT SOLELY BY THE SUBSCRIBER ENTITY THAT IS A PARTY TO THE RELATED TERMS OF SERVICE.

IN NO EVENT WILL UMSO LIMIT ITS LIABILITY WITH RESPECT TO ANY INDIVIDUAL'S DATA PROTECTION RIGHTS UNDER THIS DPA OR OTHERWISE.

16. General Matters

No one other than a party to this DPA, its successors and permitted assignees shall have any right to enforce any of its terms. This DPA will be governed by and construed in accordance with the governing law and jurisdiction provisions in Our Terms of Service, unless required otherwise by Applicable Data Protection Regulations.

For the avoidance of doubt, when EU law ceases to apply to the United Kingdom (“UK”) following the UK's withdrawal from the EU and until such time as the UK is deemed to provide adequate protection for personal data (within the meaning of applicable EU Data Protection Law) then to the extent Umso processes (or causes to be processed) any End User Subscriber Data protected by EU Data Protection Law applicable to the United Kingdom, Umso will process such End User Subscriber Data in compliance with the Clauses.

Annex 1 - Standard Contractual Clauses

For the purposes of Article 26(2) of Directive 95/46/EC for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection, the entity identified as “Subscriber” in this DPA (the “data exporter”) and Umso Software Inc., #900-2025 Willingdon Avenue, Burnaby, B.C., Canada V5C 0J3 (the “data importer”), HAVE AGREED on the following Contractual Clauses (the “Clauses”) in order to adduce adequate safeguards with respect to the protection of privacy and fundamental rights and freedoms of individuals for the transfer by the data exporter to the data importer of the personal data specified in Appendix 1 attached hereto.

The data exporter and data importer are each a “party” and together, the “parties” for the purposes set forth below in the Clauses.

Clause 1 – Definitions in this Annex 1

“personal data”, “special categories of data”, “process/processing”, “controller”, “processor”, “data subject” and “supervisory authority” will have the same meaning as in Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data;

“the data exporter” means the controller who transfers the personal data;

“the data importer” means the processor who agrees to receive from the data exporter personal data intended for processing on his behalf after the transfer in accordance with his instructions and the terms of the Clauses and who is not subject to a third country's system ensuring adequate protection within the meaning of Article 25(1) of Directive 95/46/EC;

“the subprocessor” means any processor engaged by the data importer or by any other subprocessor of the data importer who agrees to receive from the data importer or from any other subprocessor of the data importer personal data exclusively intended for processing activities to be carried out on behalf of the data exporter after the transfer in accordance with his instructions, the terms of the Clauses and the terms of the written subcontract;

“the applicable data protection law” means the legislation protecting the fundamental rights and freedoms of individuals and, in particular, their right to privacy with respect to the processing of personal data applicable to a data controller in the Member State in which the data exporter is established;
“technical and organisational security measures” means those measures aimed at protecting personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure, or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing.

Clause 2 - Details of the transfer

The details of the transfer and in particular the special categories of personal data where applicable are specified in Appendix 1 below which forms an integral part of the Clauses.

Clause 3 - Third-party beneficiary clause

3.1 The data subject can enforce against the data exporter this Clause, Clause 4(b) to (i), Clause 5(a) to (e), and (g) to (j), Clause 6(1) and (2), Clause 7, Clause 8(2), and Clauses 9 to 12 as third-party beneficiary.

3.2 The data subject can enforce against the data importer this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where the data exporter has factually disappeared or has ceased to exist in law unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law, as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity.

3.3 The data subject can enforce against the subprocessor this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity. Such third-party liability of the subprocessor will be limited to its own processing operations under the Clauses.

3.4 The parties do not object to a data subject being represented by an association or other body if the data subject so expressly wishes and if permitted by national law.

Clause 4 - Obligations of the data exporter

4.1 The data exporter agrees and warrants:

(a) that the processing, including the transfer itself, of the personal data has been and will continue to be carried out in accordance with the relevant provisions of the applicable data protection law (and, where applicable, has been notified to the relevant authorities of the Member State where the data exporter is established) and does not violate the relevant provisions of that State;

(b) that it has instructed and throughout the duration of the personal data processing services will instruct the data importer to process the personal data transferred only on the data exporter's behalf and in accordance with the applicable data protection law and the Clauses;

(c) that the data importer will provide sufficient guarantees in respect of the technical and organisational security measures specified in Appendix 2 to this contract;

(d) that after assessment of the requirements of the applicable data protection law, the security measures are appropriate to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing, and that these measures ensure a level of security appropriate to the risks presented by the processing and the nature of the data to be protected having regard to the state of the art and the cost of their implementation;

(e) that it will ensure compliance with the security measures;

(f) that, if the transfer involves special categories of data, the data subject has been informed or will be informed before, or as soon as possible after, the transfer that its data could be transmitted to a third country not providing adequate protection within the meaning of Directive 95/46/EC;
(g) to forward any notification received from the data importer or any subprocessor pursuant to Clause 5(b) and Clause 8(3) to the data protection supervisory authority if the data exporter decides to continue the transfer or to lift the suspension;

(h) to make available to the data subjects upon request a copy of the Clauses, with the exception of Appendix 2, and a summary description of the security measures, as well as a copy of any contract for subprocessing services which has to be made in accordance with the Clauses, unless the Clauses or the contract contain commercial information, in which case it may remove such commercial information;

(i) that, in the event of subprocessing, the processing activity is carried out in accordance with Clause 11 by a subprocessor providing at least the same level of protection for the personal data and the rights of data subject as the data importer under the Clauses; and

(j) that it will ensure compliance with Clause 4(a) to (i).

Clause 5- Obligations of the data importer

5.1 The data importer agrees and warrants:

(a) to process the personal data only on behalf of the data exporter and in compliance with its instructions and the Clauses; if it cannot provide such compliance for whatever reasons, it agrees to inform promptly the data exporter of its inability to comply, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;

(b) that it has no reason to believe that the legislation applicable to it prevents it from fulfilling the instructions received from the data exporter and its obligations under the contract and that in the event of a change in this legislation which is likely to have a substantial adverse effect on the warranties and obligations provided by the Clauses, it will promptly notify the change to the data exporter as soon as it is aware, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;

(c) that it has implemented the technical and organisational security measures specified in Appendix 2 before processing the personal data transferred;

(d) that it will promptly notify the data exporter about:
(i) any legally binding request for disclosure of the personal data by a law enforcement authority unless otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation,

(ii) any accidental or unauthorised access, and

(iii) any request received directly from the data subjects without responding to that request, unless it has been otherwise authorised to do so;

(e) to deal promptly and properly with all inquiries from the data exporter relating to its processing of the personal data subject to the transfer and to abide by the advice of the supervisory authority with regard to the processing of the data transferred;

(f) at the request of the data exporter to submit its data processing facilities for audit of the processing activities covered by the Clauses which shall be carried out by the data exporter or an inspection body composed of independent members and in possession of the required professional qualifications bound by a duty of confidentiality, selected by the data exporter, where applicable, in agreement with the supervisory authority;

Mandatory requirements of the national legislation applicable to the data importer which do not go beyond what is necessary in a democratic society on the basis of one of the interests listed in Article 13(1) of Directive 95/46/EC, that is, if they constitute a necessary measure to safeguard national security, defence, public security, the prevention, investigation, detection, and prosecution of criminal offences or of breaches of ethics for the regulated professions, an important economic or financial interest of the State or the protection of the data subject or the rights and freedoms of others, are not in contradiction with the standard contractual clauses. Some examples of such mandatory requirements which do not go beyond what is necessary in a democratic society are, inter alia, internationally recognised sanctions, tax-reporting requirements or anti-money-laundering reporting requirements.

(g) to make available to the data subject upon request a copy of the Clauses, or any existing contract for subprocessing, unless the Clauses or contract contain commercial information, in which case it may remove such commercial information, with the exception of Appendix 2 which shall be replaced by a summary description of the security measures in those cases where the data subject is unable to obtain a copy from the data exporter;

(h) that, in the event of subprocessing, it has previously informed the data exporter and obtained its prior written consent;

(i) that the processing services by the subprocessor will be carried out in accordance with Clause 11;

(j) to send promptly a copy of any subprocessor agreement it concludes under the Clauses to the data exporter.

Clause 6 - Liability

6.1 The parties agree that any data subject, who has suffered damage as a result of any breach of the obligations referred to in Clause 3 or in Clause 11 by any party or subprocessor is entitled to receive
compensation from the data exporter for the damage suffered.

6.2 If a data subject is not able to bring a claim for compensation in accordance with paragraph 6.1 against the data exporter, arising out of a breach by the data importer or his subprocessor of any of their obligations referred to in Clause 3 or in Clause 11, because the data exporter has factually disappeared or ceased to exist in law or has become insolvent, the data importer agrees that the data subject may issue a claim against the data importer as if it were the data exporter, unless any successor entity has assumed the entire legal obligations of the data exporter by contract of by operation of law, in which case the data subject can enforce its rights against such entity. The data importer may not rely on a breach by a subprocessor of its obligations in order to avoid its own liabilities.

6.3 If a data subject is not able to bring a claim against the data exporter or the data importer referred to in paragraphs 1 and 2, arising out of a breach by the subprocessor of any of their obligations referred to in Clause 3 or in Clause 11 because both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, the subprocessor agrees that the data subject may issue a claim against the data subprocessor with regard to its own processing operations under the Clauses as if it were the data exporter or the data importer, unless any successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law, in which case the data subject can enforce its rights against such entity. The liability of the subprocessor shall be limited to its own processing operations under the Clauses.

Clause 7 – Mediation and Jurisdiction

7.1 The data importer agrees that if the data subject invokes against it third-party beneficiary rights and/or claims compensation for damages under the Clauses, the data importer will accept the decision of the data subject:

(a) to refer the dispute to mediation, by an independent person or, where applicable, by the supervisory authority;

(b) to refer the dispute to the courts in the Member State in which the data exporter is established.

7.2 The parties agree that the choice made by the data subject will not prejudice its substantive or procedural rights to seek remedies in accordance with other provisions of national or international law.

Clause 8 - Cooperation with supervisory authorities

8.1 The data exporter agrees to deposit a copy of this contract with the supervisory authority if it so requests or if such deposit is required under the applicable data protection law.

8.2 The parties agree that the supervisory authority has the right to conduct an audit of the data importer, and of any subprocessor, which has the same scope and is subject to the same conditions as would apply to an audit of the data exporter under the applicable data protection law.

8.3 The data importer shall promptly inform the data exporter about the existence of legislation applicable to it or any subprocessor preventing the conduct of an audit of the data importer, or any subprocessor, pursuant to paragraph 2. In such a case the data exporter shall be entitled to take the measures foreseen in Clause 5 (b).

Clause 9 – Choice of Law

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

Clause 10 – Variation of the Contract

The parties undertake not to vary or modify the Clauses. This does not preclude the parties from adding clauses on business related issues where required as long as they do not contradict the Clauses.

Clause 11 – Subprocessing

11.1 The data importer shall not subcontract any of its processing operations performed on behalf of the data exporter under the Clauses without the prior written consent of the data exporter. Where the data importer subcontracts its obligations under the Clauses, with the consent of the data exporter, it shall do so only by way of a written agreement with the subprocessor which imposes the same obligations on the subprocessor as are imposed on the data importer under Clause 3. Where the subprocessor fails to fulfil its data protection obligations under such written agreement the data importer shall remain fully liable to the data exporter for the performance of the subprocessor's obligations under such agreement.

11.2 The prior written contract between the data importer and the subprocessor shall also provide for a third-party beneficiary clause as laid down in Clause 3 for cases where the data subject is not able to bring the claim for compensation referred to in paragraph 6.1 against the data exporter or the data importer because they have factually disappeared or have ceased to exist in law or have become insolvent and no successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law. Such third-party liability of the subprocessor shall be limited to its own processing operations under the Clauses.

11.3 The provisions relating to data protection aspects for subprocessing of the contract referred to in paragraph 11.1 shall be governed by the law of the Member State in which the data exporter is established.

11.4 The data exporter shall keep a list of subprocessing agreements concluded under the Clauses and notified by the data importer pursuant to Clause 5 (j), which shall be updated at least once a year. The list shall be available to the data exporter's data protection supervisory authority.

Clause 12 – Obligations after termination of personal data processing services

12.1 The parties agree that on the termination of the provision of data processing services, the data importer and the subprocessor shall, at the choice of the data exporter, return all the personal data transferred and the copies thereof to the data exporter or shall destroy all the personal data and certify to the data exporter that it has done so, unless legislation imposed upon the data importer prevents it from returning or destroying all or part of the personal data transferred. In that case, the data importer warrants that it will guarantee the confidentiality of the personal data transferred and will not actively process the personal data transferred anymore.
12.2 The data importer and the subprocessor warrant that upon request of the data exporter and/or of the supervisory authority, it will submit its data processing facilities for an audit of the measures referred to in paragraph 12.1.

APPENDIX 1 TO STANDARD CONTRACTUAL CLAUSES

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

The Member States may complete or specify, according to their national procedures, any additional necessary information to be contained in this Appendix.

Data exporter
The data exporter is the entity identified as the “Subscriber” in the DPA.

Data importer
The data importer is Umso Software Inc., the provider of the Services.

Data subjects
Data subjects are defined as End Users in the DPA.

Categories of data
The personal data is as defined in the DPA.

Processing operations
The personal data transferred will be subject to the following basic processing activities: The objective of Processing of Personal Data by the data importer is the performance of the Services pursuant to the Umso Terms of Service.

APPENDIX 2 TO STANDARD CONTRACTUAL CLAUSES

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

Description of the technical and organisational security measures implemented by the data importer in accordance with Clauses 4.1(d) and 5.1(c): The technical and organizational security measures implemented by the data importer are as described in our Security Policy

APPENDIX 3 TO STANDARD CONTRACTUAL CLAUSES

The parties acknowledge that Clause 10 of the Clauses permits them to include additional business-related terms provided they do not contradict with the Clauses. Accordingly, this Appendix 3 sets out the parties' interpretation of their respective obligations under specific Clauses identified below. Where a party complies with the interpretations set out in this Appendix, that party shall be deemed by the other party to have complied with its commitments under the Clauses.

Clause 5.1(a) and Clause 5.1(b): Suspension of data transfers and termination

The parties acknowledge that for the purposes of Clause 5.1(a), data importer may process the personal data only on behalf of the data exporter and in compliance with its documented instructions as set out in the DPA and that pursuant to the DPA, these instructions shall be the data exporter’s complete and final instructions.
The parties acknowledge that if data importer cannot provide compliance in accordance with Clause 5.1(a) and/or Clause 5.1(b), the data importer agrees to promptly inform the data exporter of its inability to comply, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the affected parts of the Services in accordance with the terms of the Umso Terms of Service.
If the data exporter intends to suspend the transfer of personal data and/or terminate the affected parts of the Services, it shall first provide notice to the data importer and provide data importer with a reasonable period of time to cure the non-compliance (“Cure Period”).
In addition, the data exporter and data importer shall reasonably cooperate with each other during the Cure Period to agree what additional safeguards or other measures, if any, may be reasonably required to ensure the data importer's compliance with the Clauses and applicable data protection law.
If, after the Cure Period, the data importer has not or cannot cure the non-compliance in accordance with the paragraphs 3 and 4 above, then the data exporter may suspend and/or terminate the affected part of the Services in accordance with the provisions of the Terms of Service without liability to either party (but without prejudice to any fees incurred by the data exporter prior to suspension or termination).

Clause 5(j): Disclosure of subprocessor agreements

The parties acknowledge the obligation of the data importer to send promptly a copy of any onward subprocessor agreement it concludes under the Clauses to the data exporter.
The parties further acknowledge that, pursuant to subprocessor confidentiality restrictions, data importer may be restricted from disclosing onward subprocessor agreements to data exporter. Notwithstanding this, data importer shall use reasonable efforts to require any subprocessor it appoints to permit it to disclose the subprocessor agreement to data exporter.
Even where data importer cannot disclose a subprocessor agreement to data exporter, the parties agree that, upon the request of data exporter, data importer shall (on a confidential basis) provide all information it reasonably can in connection with such subprocessing agreement to data exporter.

Clause 6: Liability

Any claims brought under the Clauses shall be subject to the terms and conditions, including but not limited to, the exclusions and limitations set forth in the Terms of Service. In no event, shall any party limit its liability with respect to any data subject rights under these Clauses.

Clause 11: Onward subprocessing

The parties acknowledge that, pursuant to FAQ II.1 in Article 29 Working Party Paper WP 176 entitled "FAQs in order to address some issues raised by the entry into force of the EU Commission Decision 2010/87/EU of 5 February 2010 on standard contractual clauses for the transfer of personal data to processors established in third countries under Directive 95/46/EC" the data exporter may provide a general consent to onward subprocessing by the data importer.
Accordingly, data exporter provides a general consent to data importer, pursuant to Clause 11 of these Clauses, to engage onward subprocessors. Such consent is conditional on data importer’s compliance with the requirements set out in Section 4 (Sub-processing) of the DPA

Annex 2 – Applicable Regulations

1. California:

1.1 The definition of “Applicable Data Protection Regulations” described in section 1 of this DPA includes the California Consumer Privacy Act (“CCPA”).

1.2 The definition of (i) “Personal Data” includes “Personal Information”, (ii) “Data Subject” includes “Consumer”, (iii) “Controller” includes “Business”, (iv) “Processor” includes “Service Provider”, as defined under the CCPA.

1.3 Umso will process, retain, use, and disclose personal data only as necessary to provide its Services, which constitutes a business purpose.

1.4 Umso agrees not to: (i) sell (as defined by the CCPA) End User Subscriber Data; (ii) retain, use, or disclose End User Subscriber Data for any commercial purpose (as defined by the CCPA) other than providing the Services; or (c) retain, use, or disclose End User Subscriber Data outside of the scope of the Umso Policies.

1.5 Umso certifies that its subprocessors, as described in Section 4 of the DPA, are Service Providers under the CCPA, with whom Umso has entered into a written contract that includes terms ensuring at least the same level of protection and security as those set out in this DPA.

1.6 Umso’s obligations regarding Data Subject requests, as described in Section 9 (Assistance to Subscriber) of this DPA, apply to Consumer’s rights under the CCPA.

Data Processing AgreementEnd Users of Subscribers