The Legal Stuff
Terms of Service
Welcome to www.hireguide.com (the “Site”), a website owned and operated by Hireguide PBC, a Delaware public benefit corporation (“Hireguide”). Hireguide offers B2B solutions, including the Site and other software and services provided by Hireguide, to allow companies to efficiently interview and hire new talent before, during, and after the interview process (the “Services”). Our mission is to enable companies to quickly establish informed hiring processes in a way that maintains the integrity of each company’s talent acquisition goals.
01 / Changes to the Terms
We may periodically make changes to these Terms, in our sole and absolute discretion. When we update the Terms, we will revise the “Last updated” date above and post the new Terms. If we make a material change to the Terms, we will provide you with appropriate notice in accordance with legal requirements. You agree that your continued use of the Site or Services after the effective date of any changes will constitute your acceptance of the changed Terms for your continued use.
02 / Access to the Site; Account Registration; Order Forms
You must be at least 18 years old to use the Site or Services. You warrant and represent that you have all necessary rights, power, and authority to agree to these Terms and perform your obligations hereunder, and nothing contained in these Terms or in the performance of such obligations will place you in breach of any other contract or obligation.
If you agree to the Terms on behalf of an entity or agency, or in connection with providing or receiving services on behalf of an entity or agency, you represent and warrant that you have the authority to bind that entity or agency to the Terms and agree that you are binding both you and that entity or agency to the Terms. In that event, “you” and “your” will refer and apply to you and that entity or agency.Certain features of the Site or Services may only be accessed upon execution of a form provided by Hireguide online or offline which describes terms associated with an order for the Services as agreed upon by the you and Hireguide (“Order Forms”). Order Forms may describe the fees, payment schedule, and duration of your access to the Services, as well as other terms that may be agreed upon by you and Hireguide. All Order Forms are subject to these Terms. To the extent that any term in an Order Form conflicts with these Terms, the Order Form shall govern.
Parts of the Site or Services may require you to hold an account. When registering for an account, you must provide us with current, complete, and accurate information as prompted by the applicable registration form. You also will choose a password and a username. You are entirely responsible for maintaining the confidentiality of your password and account. Furthermore, you are entirely responsible for any and all activities that occur under your account. You agree to notify Hireguide immediately of any unauthorized use of your account or any other breach of security. Hireguide will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. However, you could be held liable for losses incurred by Hireguide or another party due to someone else using your account or password. You may not use anyone else’s account at any time, impersonate someone else, create or use an account for anyone other than yourself, provide an email address other than your own, create multiple accounts except as otherwise authorized by us, or provide or use false information.
03 / Payment of Fees
Some of the Services require payment of fees, including through subscriptions or on an ad hoc basis (“Service Fees”). In consideration for the continued use and access of the Services requiring Service Fees, you agree to timely pay such Service Fees pursuant to the terms of the applicable Order Form. By providing a credit card or other payment method, you represent and warrant that you are authorized to use the designated payment method and that you authorize us (or our third-party payment processor) to charge your payment method for the total amount of your subscription or other purchase (including any applicable taxes and other charges).
Hireguide reserves the right to modify any Service Fees for any or all of the Services, effective upon the next renewal term, or as otherwise stated in the Order Form for such Services. If you purchase a subscription, Hireguide will communicate any changes to the Service Fees in advance, and, if applicable, how to accept those changes. As permitted by local law, you accept the new price by continuing to use the Services after the price change takes effect. If you do not agree with the price changes, you have the right to reject the change by cancelling your subscription prior to the price change going into effect. Please make sure you read any such notification of price changes carefully.
04 / Subscriptions
When you purchase a subscription to the Services, you expressly acknowledge and agree that (a) Hireguide (or our third-party payment processor) is authorized to charge you the Service Fees on the schedule specified in any applicable Order Form, and (b) your subscription will continue for the duration specified in the Order Form, unless earlier terminated as described in these Terms.
You may cancel your subscription at any time by contacting us at email@example.com, however, pre-paid subscription fees will not be refundable unless agreed upon in an Order Form.
05 / Consent to Recording
Hireguide uses innovative technologies to provide the Service, which may assist employers in understanding and further improving their hiring and interview results. Some of these technologies require that Hireguide record the audio, video, and chat transmissions between you and prospective employees, along with associated data and documentation.
By using the Service, you represent and agree that:
- You consent to the recording of you and any other person who is present in the recording in connection with your use of the Service. If you or any other person do not wish to be recorded, please reach out to your administrative user to disable any recording functionality. Please note that this may impair the functionality of the Service. If you are an administrative user and are having trouble disabling such functionality, please reach out to Hireguide at firstname.lastname@example.org.
- You will use Hireguide’s recording tools in compliance with all applicable local, state, provincial, national and other laws, rules and regulations, including those relating to privacy and laws and regulations requiring the consent of subjects of audio and video recordings.
- You are solely responsible for compliance with applicable recording laws and regulations and have obtained any necessary consents required to record prospective employees or any other person who may be present for any recording.
If your use of Hireguide’s Services and recording tools results, in Hireguide’s sole discretion and judgment, in an unreasonable privacy or information risk, Hireguide may (without limitation of any other legal or contractual remedies it has) limit or suspend your access to the Service.
06 / Termination of Access
We reserve the right in our sole and absolute discretion to restrict or terminate your or any other party’s access to the Site or Services for any lawful reason, at any time, with or without notice. In the event of such termination, none of our rights or your obligations provided hereunder shall be waived, nor shall such termination waive our right to relief of any kind to which we may be entitled at law or in equity.
07 / Changes to the Site or Services
We reserve the right to modify or discontinue, temporarily or permanently, all or a part of the Site or Services without notice, provided that if you pay for the Services, such modifications will not materially reduce the performance or capabilities of the Services. We will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Site or Services.
08 / Communications with You
You agree that Hireguide may send electronic mail to you for the purpose of advising you of changes or additions to this Site, or communicating with you about the Hireguide Service, or for such other purpose(s) as Hireguide deems appropriate, including marketing purposes. You have the option to opt-out of marketing communications.
Hireguide may communicate with you using email, autodialed calls and text messages, at any telephone number that you provide us, to: (a) notify you regarding your account; (b) troubleshoot problems with your account; (c) poll your opinions through surveys or questionnaires; or (d) as otherwise necessary to service your account.
If you would like to receive marketing via mobile texts and alerts, you may sign up to do so. By signing up, you provide your consent to receive recurring autodialed marketing texts or other mobile messages from or on behalf of us at the mobile number you’ve provided. You understand that consent is not a condition of purchase. Message and data rates may apply. If you would like to be removed from the Hireguide marketing text list, you must reply STOP to any mobile message. You understand and agree that the foregoing option is the only reasonable method of opting out. You also understand and agree that any other method of opting out, including, but not limited to, texting words other than those set forth above or verbally requesting one of our employees to remove you from our list, is not a reasonable means of opting out.
If at any time you intend to stop using the mobile telephone number that has been used to subscribe to text messaging, including canceling your service plan or selling or transferring the phone number to another party, you agree that you will complete the user opt out process set forth above prior to ending your use of the mobile telephone number. You understand and agree that your agreement to do so is a material part of these Terms. You further agree that, if you discontinue the use of your mobile telephone number without notifying us of such change, you agree that you will be responsible for all costs (including attorneys’ fees) and liabilities incurred by us, or any party that assists in the delivery of the mobile messages, as a result of claims brought by individual(s) who are later assigned that mobile telephone number. This duty and agreement shall survive any cancellation or termination of your account or these Terms.
YOU AGREE THAT YOU SHALL INDEMNIFY, DEFEND, AND HOLD US HARMLESS FROM ANY CLAIM OR LIABILITY RESULTING FROM YOUR FAILURE TO NOTIFY US OF A CHANGE IN THE INFORMATION YOU HAVE PROVIDED, INCLUDING ANY CLAIM OR LIABILITY UNDER THE TELEPHONE CONSUMER PROTECTION ACT, 47 U.S.C. §227, et seq., OR SIMILAR STATE AND FEDERAL LAWS, AND ANY REGULATIONS PROMULGATED THEREUNDER RESULTING FROM US ATTEMPTING TO CONTACT YOU AT THE MOBILE TELEPHONE NUMBER YOU PROVIDED.
Hireguide may route phone and text communications through a third-party service provider, and we or the service provider may record telephone conversations you have with Hireguide or its agents for quality control and training purposes, or for our own protection.
09 / Licenses
In consideration of your agreement to these Terms and your payment of all applicable Service Fees as agreed upon in an Order Form, Hireguide grants you a limited, non-exclusive, non-sublicensable, non-transferable, license to access and make use of the Site, Services, and Site Content solely for your internal business purposes and solely during the term described in Section 19. In addition, you may permit such number of authorized users as has been agreed between you and Hireguide in an Order Form to access and make use of the Site and Services.
You may access and use the Site and Services only in accordance with any user guides and other documentation as made available by Hireguide from time to time (“Documentation”). For clarity, all Documentation is considered Site Content as defined herein.
10 / Restrictions
You are solely responsible for all code, video, images, information, data, text, software, music, sound, photographs, graphics, messages, and other materials or content that you make available to Hireguide or otherwise input into the Site or Services (“User Content”).
You must comply with these Terms and all applicable laws when using the Site and Services, and only use the Site and Services through the interface provided by Hireguide. Except as may be expressly permitted by applicable law or expressly permitted by us in writing, you will not, and will not permit anyone else to: (a) store, copy, modify, distribute, or resell any information or material available on the Site or Services other than your User Content (“Site Content”) or compile or collect any Site Content as part of a database or other work; (b) use any automated tool (e.g., robots, spiders) to use the Site or Services or store, copy, modify, distribute, or resell any Site Content; (c) rent, lease, or sublicense your access to the Site or Services; (d) use the Site, Services, or Site Content for any purpose except for your own internal business purposes; (e) circumvent, disable, or interfere with any digital rights management, usage rules, or other security features of the Site or Services; (f) reproduce, modify, translate, enhance, decompile, disassemble, reverse engineer, or create derivative works of the Site, Services, or Site Content or otherwise infringe upon or violate Hireguide’s Intellectual Property Rights or the Intellectual Property Rights of others; (g) use the Site or Services in a manner that threatens the integrity, performance, or availability of the Site or Services; (h) use the Site or Services to develop products or services that are directly or indirectly competitive with the Services; (i) remove, alter, or obscure any proprietary notices (including copyright notices) on any portion of the Site, Services, or Site Content; (j) use the Site or Services to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (k) submit false or misleading information through the Site or Services; (l) submit objectionable content through the Site or Services, including profanity, obscenity, lasciviousness, violence; or (m) use the Site or Services for any obscene or immoral purpose.
In addition to the foregoing, you agree to maintain and provide reasonable access to Hireguide to hiring results related to your use of the Services as necessary for Hireguide to accurately determine usage and any fees due pursuant to these Terms and any Order Form.
We reserve the right to terminate your use of the Site, the Services, or any related website or service for violating any of the prohibited uses or these Terms.
11 / Ownership
We, our affiliates, our licensors, or applicable third parties, retain all right, title, and interest in and to the Site, Services, and Site Content and any Intellectual Property Rights in any of the foregoing. You are not permitted to use any trademarks, logos, or service marks displayed on the Site, the Services, or in Site Content (“Marks”) without the prior written consent of Hireguide or such third party which may own the Mark. As used herein, Marks shall be considered Site Content. As used in these Terms, “Intellectual Property Rights” means all rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including without limitation copyrights, copyright licenses, patents, patent licenses, trademarks, trademark licenses, technology, know-how and processes, and all rights at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom.
As between you and Hireguide, all User Content, and all Intellectual Property Rights therein, shall belong to you. Hireguide does not claim any ownership rights to such User Content. However, Hireguide shall have the right to access, use, and process such User Content to provide the Services and the functionality of the Services to you during the term of these Terms. You represent and warrant that you own all right, title and interest in and to all User Content, or have obtained all legally required consent from any third party in and to all User Content, that you provide to Hireguide via the Site or Services, such that your use of User Content in connection with the Site or Services does not violate Intellectual Property Rights or any other rights of any third party. You assume all risk associated with the User Content you provide and the transmission of such User Content, and you have sole responsibility for the accuracy, quality, legality and appropriateness of such User Content.
To the extent that User Content includes personal data subject to applicable data protection laws, including the EU General Data Protection Regulation and the California Consumer Privacy Act, the terms of the Data Processing Agreement available below or at hireguide.com (the “DPA”) shall govern the processing of such data. The Parties agree that Hireguide may amend the terms of the DPA from time to time to the extent that Hireguide reasonably determines that such amendment is necessary to comply with applicable data protection laws. The latest posted version of the DPA shall govern the processing of personal data subject to applicable data protection laws.
Notwithstanding the foregoing, you acknowledge and agree that Hireguide may anonymize and aggregate User Content in a manner that it can no longer reasonably be used to identify individuals (“Anonymized Data”). You grant Hireguide an unlimited, perpetual, and irrevocable license to use the Anonymized Data for the purpose of improving the Software and Services, to understand and analyze trends across Hireguide’s customers, and for any other purpose.
In the event that these Terms terminate as described herein or in an Order Form, if you have paid for a subscription for the Services, you may continue to use Interview Content obtained during the term of your subscription as part of the Services, but such right is revocable at any time upon notice by Hireguide and such right is limited to your own internal recruiting use and may not be transferred or sublicensed to any third party except to the extent that you utilize a third party recruiter for your internal hiring purposes. As used herein, “Interview Content” means the interview rounds, questions, and other interview script components provided by Hireguide to you as part of the Services during the term of a paid subscription. And for clarity, Interview Content is considered Site Content as used in these Terms.
12 / Confidentiality
From time to time during the term of these Terms, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information in written or electronic form or media, and whether or not marked, designated, or otherwise identified as "confidential" (collectively, "Confidential Information"). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party's Confidential Information to any person or entity, except to the receiving Party's employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party's rights under these Terms, including to make required court filings. On the expiration or termination of these Terms, upon request of the disclosing Party, the receiving Party shall return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Notwithstanding the foregoing, neither Party shall be required to retrieve, erase or, destroy, or return any copies of such information maintained or archived in its backup computing systems. Each Party's obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of these Terms for as long as such Confidential Information remains subject to trade secret protection under applicable law.
14 / Links and Third-Party Content
15 / Feedback
If you send any suggestions, recommendations, or other feedback related to the Site or Services to us (“Feedback”), you agree that Hireguide is free to use, without any attribution or compensation to you or any other party any Feedback for any purpose whatsoever, although Hireguide is not required to use any Feedback. You agree that no Feedback submitted by you will violate any right of any third party, including any Intellectual Property Rights.
16 / Disclaimer of warranties
THIS DISCLAIMER SECTION IS AN ESSENTIAL PART OF THESE TERMS.
YOUR USE OF THE SITE, SERVICES, AND SITE CONTENT, INCLUDING YOUR SUBMISSION OF FEEDBACK, IS AT YOUR SOLE RISK. THE SITE, SERVICES, AND SITE CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. HIREGUIDE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WE DO NOT GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF THE SITE, SERVICES, OR SITE CONTENT, AND YOU RELY ON THE SITE, SERVICES, AND SITE CONTENT AT YOUR OWN RISK. ANY MATERIAL YOU RECEIVE THROUGH THE SITE OR SERVICES IS OBTAINED AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY MATERIAL THROUGH THE SITE OR SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM HIREGUIDE OR THROUGH OR FROM THE SITE OR SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. SOME STATES MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.
CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE FOREGOING DISCLAIMERS, EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
17 / Limitation of Liability
TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, EACH PARTY (AND EACH PARTY’S DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, INTERNS, SUPPLIERS, SERVICE PROVIDERS, AND LICENSORS) WILL NOT BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES), WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE.
WITH THE EXCEPTION OF (A) EACH PARTY’S INDEMNIFICATION OBLIGATIONS, (B) YOUR OBLIGATION TO PAY FEES FOR THE SERVICES AS AGREED UPON IN AN ORDER FORM, AND (C) ANY BREACH OF SECTION 11 (OWNERSHIP) AND SECTION 12 (CONFIDENTIALITY), UNDER NO CIRCUMSTANCES WILL EITHER PARTY’S TOTAL LIABILITY, REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE GREATER OF (I) $100 OR (II) THE AMOUNTS PAID BY YOU TO HIREGUIDE IN CONNECTION WITH OUR PRODUCTS AND SERVICES IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT WHICH GAVE RISE TO SUCH LIABILITY.
THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN HIREGUIDE AND YOU. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, EACH PARTY’S LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
18 / Indemnity
(a) Hireguide Indemnity. Hireguide, at its sole expense, will defend you and your affiliates, directors, officers, employees, and agents (“Your Indemnitees”) from and against third-party claims, suits, actions or proceedings (each a “Claim”) and indemnify Your Indemnitees from any related damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs, and expenses (including, but not limited to, reasonable attorneys’ fees, costs, penalties, interest and disbursements) (collectively, “Losses”) that are awarded by a court of competent jurisdiction or included in a settlement approved, in advance and in writing, by Hireguide to the extent arising from or relating to a Claim that the Site or Services infringes the Intellectual Property Rights of any third party. In the event of a Claim pursuant to this Section, Hireguide may, at its option and expense (i) obtain for you the right to continue to exercise the rights granted to you under these Terms; (ii) substitute the allegedly infringing component for an equivalent non-infringing component; or (iii) modify the Site or Services to make them non-infringing. If none of subparts (i), (ii), or (iii) in the foregoing sentence are obtainable on commercially reasonable terms, Hireguide may terminate these Terms, effective immediately, by written notice to you. Upon a termination of these Terms pursuant to this Section, you must cease using the Site or Services and Hireguide will refund the fees you paid to Hireguide for the Services adjusted pro-rata for any period during the term of these Terms when the Services were provided to you. Hireguide’s indemnification obligations do not extend to Claims arising from or relating to: (A) any negligent or willful misconduct of Your Indemnitees; (B) any combination of the Site or Services (or any portion thereof) by Your Indemnitees with any equipment, software, data (including User Content) or any other materials not approved by Hireguide; (C) any modification to the Site or Services by Your Indemnitees not expressly authorized by Hireguide; (D) the use of the Site or Services by Your Indemnitees in a manner contrary to these Terms where the infringement would not have occurred but for such use; or (E) the continued use of the Site or Services after Hireguide has provided substantially equivalent non-infringing software or services. THIS SECTION SETS FORTH YOUR SOLE REMEDY AND HIREGUIDE’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SITE OR SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
(b). Your Indemnity. You, at your sole expense, will defend Hireguide and its affiliates, directors, officers, employees, and agents (“Hireguide Indemnitees”) from and against any Claims and indemnify Hireguide Indemnitees from any related Losses to the extent arising from or relating to (i) any negligence or willful misconduct by Your Indemnitees or any other party acting on your behalf; (ii) any alleged or actual breach of your representations, warranties and obligations under these Terms; (iii) the use of the Site or Services by Your Indemnitees, including without limitation any claim by your employees or agents related to the use of the Site or Services by Your Indemnitees; and (iv) any violation of any applicable law by Your Indemnitees.
(c) Procedures. The obligations of each Party to indemnify the other pursuant to this Section 18 are conditioned upon the indemnified Party: (i) giving prompt written notice of the Claim to the indemnifying Party once the indemnified Party becomes aware of the Claim (provided that failure to provide prompt written notice to the indemnifying Party will only alleviate an indemnifying Party’s obligations under Section 18 to the extent that any associated delay materially prejudices or impairs the defense of the related Claims); (b) granting the indemnifying Party the option to take sole control of the defense (including granting the indemnifying Party the right to select and use counsel of its own choosing) and settlement of the Claim (except that the indemnified Party’s prior written approval will be required for any settlement that reasonably can be expected to require an affirmative obligation of the indemnified Party); and (c) providing reasonable cooperation to the indemnifying Party and, at the indemnifying Party’s request and expense, assistance in the defense or settlement of the Claim.
19 / Termination
(a) Term. If you purchase a subscription, these Terms shall be effective commencing upon execution of an Order Form for such subscription and shall continue for the term specified in the Order Form, unless earlier terminated as specified below. If you do not purchase a subscription, these Terms are effective upon your first use of the Site or Services and continuing until terminated as specified below.
(b) Termination. You or Hireguide may terminate these Terms as follows: (i) if the other Party materially breaches these Terms (including, without limitation, in the case of you, nonpayment of the fees specified in an Order Form) and does not remedy such failure within thirty (30) days after its receipt of written notice of such breach (unless the breach is of a nature that is incapable of being incurred, in which case the non-breaching Party may terminate these Terms immediately upon written notice); (ii) if the other Party terminates its business activities or becomes insolvent, admits in writing to inability to pay its debts as they mature, makes an assignment for the benefit of creditors, or becomes subject to direct control of a trustee, receiver or similar authority; (iii) upon thirty (30) days’ written notice to the other Party, either Party may terminate these Terms for convenience; or (d) as otherwise expressly set forth in these Terms or an Order Form.
(c) Effect of Termination. Upon any termination of these Terms: (i) the license described in Section 9 and any other rights granted to you under these Terms with respect to the Site and the Services will immediately cease, with the exception of paid user’s right to continue using Interview Content as described in Section 11, (ii) you shall immediately pay to Hireguide all amounts due and payable up to and through the effective date of termination, and (iii) except for a termination by you pursuant to Section 19(b)(i) or a termination by Hireguide pursuant to Section 19(b)(iii), Hireguide shall have no obligation to refund any prepaid fees. Upon Hireguide’s termination of these Terms pursuant to Section 19(b)(iii), you shall be entitled to a refund of fees for any period for which you have already paid but will not receive Services. Notwithstanding any terms to the contrary in these Terms, any provision of these Terms that, by its nature and context, is intended to survive these Terms (including, without limitation, your obligation to pay any unpaid fees and Sections 11, 12, 13, 15, 16, 17, 18, 19(c), and 21) will survive any termination of these Terms.
20 / Publicity
Hireguide may use your name and logo on Hireguide’s website and in other materials to refer to you as a customer of Hireguide without your prior written consent; provided that you may require that Hireguide cease such use at any time by providing written notice to Hireguide.
21 / Miscellaneous
(a) No Third Party Beneficiaries. These Terms are not enforceable by or for the benefit of any third party.
(b) Electronic Communications. You agree to receive communications from Hireguide electronically, such as emails, texts, or notices and messages on the Site or Services, and to retain copies of these communications for your records.
(c) Assignment. These Terms and a Party’s rights and obligations hereunder may not be transferred or assigned by either Party, by operation of applicable laws or otherwise, without the prior written consent of other Party, and any attempted transfer, assignment or delegation without such consent will be void and without effect. Notwithstanding the foregoing, either Party may assign its rights and obligations hereunder in connection with a merger, reorganization, consolidation, or sale of all or substantially all of its assets. Subject to the foregoing, these Terms will be binding upon, and will inure to the benefit of, the Parties and their respective representatives, heirs, administrators, successors and permitted assigns
(d) Force Majeure. Neither Party shall be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
(e) Choice of Law. These Terms will be governed by and construed in accordance with the laws of the State of Delaware without regard to principles of conflicts of law.
(f) Dispute Resolution. The Parties agree to resolve any dispute, claim or controversy arising out of or relating to these Terms according to the terms of this Section 21(f). First, the Parties agree to attempt in good faith to resolve the dispute through informal resolution. Second, if the dispute is not resolved through informal resolution, the Parties agree to participate in binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules in Los Angeles, California. The Parties agree that, in the event of arbitration (or in the event of a lawsuit if this arbitration clause is deemed invalid or does not apply to a given dispute) the prevailing Party shall be entitled to costs and fees (including reasonable attorneys’ fees). Either Party may bring a lawsuit solely for injunctive relief without first engaging in the dispute resolution process described in this Section. In the event that the dispute resolution procedures in this Section are found not to apply to a given claim, or in the event of a claim for injunctive relief as specified in the previous sentence, the Parties agree that any judicial proceeding will be brought in the state courts of Los Angeles, California. Both Parties consent to venue and personal jurisdiction there. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND, UNLESS AGREED TO OTHERWISE BY THE PARTIES, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS.
(g) Notices. Any notice made pursuant to these Terms will be in writing and will be deemed delivered on (i) the date of delivery if delivered personally, (ii) five (5) calendar days (or upon written confirmed receipt) after mailing if duly deposited in registered or certified mail or express commercial carrier, or (iii) one (1) calendar day (or upon written confirmed receipt) after being sent by email. Any notices by you to Hireguide shall be addressed to Hireguide, 129 Alta Ave #7, Santa Monica, CA 90402, USA with a mandatory electronic copy to email@example.com. Notices by Hireguide to you shall be addressed to the address or email specified in an Order Form, or if no such Order Form has been executed, Hireguide may provide notice to any email address that has been provided by you.
(h) Export Control. You may not use, export, import, or transfer the Site or the Services except as authorized by U.S. law, the laws of the jurisdiction in which you used the Site or Services, and any other applicable laws. In particular, but without limitation, the Site and Services may not be exported or re-exported (i) into any United States embargoed countries, or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce's Denied Person's List or Entity List. By using the Site or Services, you represent and warrant that (A) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country and (B) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Site or Services for any purpose prohibited by U.S. law.
(i) Entire Agreement. These Terms and any Order Form constitute the entire agreement and understanding between you and us and govern your use of the Site and the Services, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms). Notwithstanding the foregoing, if you or your company have executed a separate written agreement governing your use of the Services, that agreement shall control to the extent that any provision of these Terms conflicts with the terms of that Agreement. These Terms shall not be modified by any of: (a) course of performance between the parties; (b) course of conduct or dealing between the parties; or (c) applicable trade practice.
(j) Waiver. No failure or delay by either Party in exercising any right under these Terms will constitute a waiver of that right, unless such waiver is in writing and signed by an authorized representative of such Party.
(k) Severability. If any portion of these Terms is held invalid by a court of competent jurisdiction, then such portion will be deemed to be of no force or effect, and these Terms will be construed as if such portion had not been included.
(l) Interpretation. Any ambiguities in the interpretation of these Terms shall not be construed against the drafting Party.
(m) Headings. The headings used in these Terms are for convenience of reference only and do not affect the meaning or construction of these Terms.
22 / Contacting Hireguide
If you have any questions or concerns about the Site, Services or these Terms, please send us a thorough description by email to firstname.lastname@example.org,
or write to us at: Hireguide, 129 Alta Ave, Santa Monica, CA 90402, USA
Hireguide Inc., a Delaware corporation, and its subsidiaries and affiliates (collectively, “Hireguide,” “we,” or “us”) understands that privacy is important to both our online visitors and registered users.
01 / Information we Collect
We obtain information about you through the means discussed below when we provide the Site and the Services. Please note that we need certain types of information to provide these Services to you. If you do not provide us with such information, or if you ask us to delete that information, you may no longer be able to access or use certain Site or Services.
A. Information you provide directly to us
We may collect information that you provide directly to us through:
- Your use of the Site and the Services, e.g. when you register for an account or ask us questions about our services;
- Your participation in surveys or submission of forms;
- Your subscription to newsletters;
- Your registration for promotions; and
- Your communications with us, including for customer support and/or technical assistance.
Account Information. Information you provide directly to us may concern you or others and may include, but is not limited to:
- Phone number
- Email address
- Mailing or physical address
- Business name
- Business role and department
- Business address
Payment Information. We may also collect payment information, which is processed by a third-party payment platform, such as Stripe. Though we will keep some limited data to show a record of payment stored in our systems, such as the date, transaction amount, and last four digits of a credit card number, we do not store any comprehensive payment information such as credit card numbers and expiration dates. Such specifics are only ever handled, processed, or stored by such payment platforms, over which we have no control.
Interview Recordings. Our customers may choose to use our Services to process content that includes personal information, such as recordings of interviews (collectively, “Customer End User Data”). We process Customer End User Data in accordance with contracts that we have in place with our customers. Our customers control Customer End User Data and determine how and for what purpose we process Customer End User Data.
If you are not our customer but have any questions or concerns about how Customer End User Data is handled or would like to exercise your rights as a data subject, you should contact the person or entity who has contracted with us to use the Services to process your data. We will provide assistance to our customers to address any concerns you may have, in accordance with the terms of our contract with them and applicable law.
B. Information we collect automatically
Location Information. When you use the Site or the Services, we may collect general location information (such as general location inferred from an IP address).
C. Information from third parties
We may collect information about you or others through our affiliates or through non-affiliated third parties. For example, we may collect your information if you interact with us or post on social media and you choose to make that information public or share it with us. We may also collect information from marketing partners and researchers where they are legally allowed to share your information with us, and from publicly available sources.
We may combine information that we collect from you through the Site or the Services with information that we obtain from such third parties and information derived from other products or services we provide.
02 / How We Use Your Information
We use your information for business and commercial purposes, such as:
- To provide the Services, including without limitation, the scheduling and facilitation of interviews, preparation of interview plans, communicating feedback and debriefing following interviews, personalizing user and customer experiences, processing payments, contract and document preparation, and associated filings.
- To respond to your questions or inquiries, including to provide customer support and troubleshooting assistance.
- To improve your experience in purchasing products and services through Hireguide, including to relay assessments and recommendations about services, products, or procedures throughout your experience with us.
- To send you recommendations, or to ask you to participate in surveys about your Hireguide use, and to send you other communications from Hireguide regarding its products and services.
- To manage and remember your preferences and personalize the Site and the Services.
- To analyze and improve the Site or Services or any other products and services we provide, and to develop new products and services;
- To verify your identity;
- To comply with our legal obligations or as permitted by law;
- To protect the safety and/or integrity of our users, employees, third parties, members of the public, and/or our Site and Services;
- To prevent fraud and enforce our legal terms; and
- To administer and troubleshoot the Site and Services.
We may combine information that we collect from you through the Site and Services with information that we obtain from affiliated and nonaffiliated third parties, and information derived from any other products or services we provide.
We may aggregate and/or de-identify information collected through the Site and Services. We may use de-identified or aggregated data for any purpose, including without limitation to develop new content and materials, for research purposes, and to help us make sales, marketing, and business decisions.
03 / Our Legal Bases For Use Of Your Personal Information
- Contractual Commitments. We may use, share, or disclose information to honor our contractual commitments to you. For example, we use your information to provide Services to you.
- Legitimate Interests. In many cases, we use, share, or disclose information on the ground that it furthers our legitimate business interests in ways that are not overridden by the interests or fundamental rights and freedoms of the affected individuals, such as customer service, certain promotional activities, analyzing and improving our business, providing security for the Site and Services, preventing fraud, and managing legal issues.
- Legal compliance. We need to use, share, and disclose information in certain ways to comply with our legal obligations.
- With your consent. Where required by law, and in some other cases, we use, share, or disclose information on the basis of your consent.
04 / How We Share Your Information
We may share or disclose your information for the following reasons:
- Affiliates. We may share your information with any of our affiliates.
- Service providers. We may share information with employees, vendors, consultants, and other service providers who need access to such information to carry out work or perform services on our behalf, such as data storage, analytics, billing, marketing, product content and features, customer service, security, fraud prevention, and legal services. We may share your email address with certain service providers as needed to learn more about the company you are affiliated with and your role with the company. If you do not want us to share your email address in this manner, you can opt out of such sharing by contacting us at email@example.com.
- Legal reasons. We may share or disclose certain information if we believe in good faith that doing so is necessary or appropriate to comply with any law enforcement, legal, or regulatory process, such as to respond to a warrant, subpoena, court order, or other applicable laws and regulations.
- Business transfers. We may share or disclose certain information, in connection with or during negotiations of any merger, sale of company assets, financing, or acquisition of all or a portion of our business to another company.
- With your consent. We may share information when we have your consent.
We may share non-personal information (for example, aggregated or anonymized customer data) publicly and with our partners. For example, we may publish articles or information about hiring trends within a given timeframe.
05 / Online Analytics & Advertising
We may use third-party web analytics services on the Site or Services, such as those of Google Analytics. These service providers use the sort of technology described in the “Information we collect automatically” section above to help us analyze how users use the Site or Services, including by noting the third-party website from which you arrive. The information collected by the technology will be disclosed to or collected directly by these service providers, who use the information to evaluate your use of the Site or Services. We also use Google Analytics for certain purposes related to advertising, as described in the following section. Click here to learn more about how Google Analytics collects and uses your data. To prevent Google Analytics from using your information for analytics, you may install the Google Analytics Opt-Out Browser Add-on.
b) Hireguide Advertising
06 / Your Choices
You have certain choices with respect to your information, such as:
- Account Information: You can update your account information by accessing your account.
- Marketing Emails: You can unsubscribe from marketing emails by following the directions in those emails. If you unsubscribe from marketing emails, please be advised you will continue to receive certain email communications related to your account including information regarding transactions and your relationship with Hireguide.
- Residents of the European Union and United Kingdom: Please see Section 12 for details on additional information and rights for residents of the European Union and United Kingdom.
You can also amend or delete your information by contacting Hireguide directly at firstname.lastname@example.org. We will accommodate any such requests unless we are legally required to retain such information. Additionally, because of the way we maintain certain services, after your information is deleted, backup copies may linger for some time before they are permanently deleted.
Please note that if you wish to correct, access, or delete information Hireguide processes as a data processor for its customers, you will need to contact the applicable customer.
07 / Third-Party Services and Websites
Your use of the Services may involve services rendered by third parties, such as Zoom, Microsoft Teams, or Google Meet for interviews or consultations; Stripe for payment processing; and DocuSign, for document execution. We do not control such third parties and do not assume any liability for their conduct. We highly recommend you review their privacy policies to understand how they use your information.
08 / Security
We implement technical, administrative, and physical safeguards to protect the information provided via the Site and Services from loss, misuse, and unauthorized access, disclosure, alteration, or destruction. However, no Internet or email transmission is ever fully secure or error free. Therefore, we do not promise and cannot guarantee, and thus you should not expect, that your information or communications will not be collected, disclosed and/or used by others. You should take steps to protect against unauthorized access to your password, phone, and computer by, among other things, signing off after using a shared computer, choosing a robust password that nobody else knows or can easily guess, keeping your log-in and password private, and not recycling passwords from other websites or accounts. We are not responsible for the unauthorized use of your information nor for any lost, stolen, or compromised passwords, or for any activity on your account via unauthorized password activity.
09 / Data Retention
10 / Consent to Transfer
Information provided by you may be collected, processed, and stored by Hireguide or its service providers in the United States and other countries where servers we own or use may reside. Please be aware that the privacy protections and legal requirements, including the rights of authorities to access your information, in some of these countries may not be equivalent to those in your country.
If you are browsing the Site or are otherwise engaging with Hireguide for the purchase of any of the Services in Europe or other regions with laws governing data collection and use that may differ from United States law, you consent to the transfer of your personal data to the United States and other countries where Hireguide operates.
Where required, we will use appropriate safeguards, such as Standard Contractual Clauses, when transferring your data outside of the European Union. For more information about these safeguards, please contact us as set forth below.
11 / No Permitted Use by Minors
The Site and the Services are not directed at and are not intended for the use of anyone below the age of 18, and we do not knowingly collect personal information from children under 18. If you are not at least 18 years old, you are not permitted to use the Site or engage with us for the Services, and we ask that you please do not provide any information or data to us, personal or otherwise. If we discover that an individual under 18 has provided us with personal information, we will close the account and delete the personal information to the extent required by the Children's Online Privacy Protection Act.
12 / Additional Information for Residents of the European Union and United Kingdom
Laws of the European Union and United Kingdom permit you request that we:
- provide access to and/or a copy of certain information we hold about you;
- prevent the processing of your information for direct-marketing purposes;
- update information which is out of date or incorrect;
- delete certain information that we are holding about you;
- restrict the way that we process and disclose certain of your information;
- transfer your information to a third-party provider of services; and
- revoke your consent for the processing of your information.
Please note, however, that certain information may be exempt from such requests in some circumstances, which may include needing to continue processing your information for our legitimate interests or to comply with a legal obligation. We may request you provide us with information necessary to confirm your identity before responding to your request.
To exercise any of these rights, please contact us as described in the “Contacting Hireguide” section below. In addition to those rights, you have the right to lodge a complaint with the relevant supervisory authority. However, we encourage you to contact us first, and we will do our best to resolve your concern.
13 / Additional Information for Residents of California
For purposes of this Section 13 only, the terms “personal information,” “collection,” “sell,” “business purpose” and “commercial purpose” have the meaning given to them under the California Consumer Privacy Act of 2018 (the “CCPA”).
If you reside in California, may you have certain rights as set forth below. These rights are in addition to any other rights you may have under this Policy. If you have any questions about these rights or how to exercise them, please contact us as described below. Please note that we may disclose your personal information for business or commercial purposes as described in this Policy. For more information about the categories of personal information we collect, the sources from which we collect personal information and how use, disclose and share such information, please see this Policy.
Disclosure and deletion requests.
You may have the right to request that we disclose to you what personal information about you we collect, use, disclose and sell. Subject to certain limitations in the CCPA, you also may have the right to request that we delete your personal information. You may submit such a request by contacting us as described below. If you submit a request by email, your email must include “California Request” in the subject line. We will not discriminate against you for exercising your rights under the CCPA.
In addition, you may have the right to ask us one time each year if we have shared personal information with third parties for their direct marketing purposes. Please note that we do not disclose your personal information to any third parties for their direct marketing purposes. To make a request, please contact us as described below. Indicate in your letter that you are a California resident making a “Shine the Light” inquiry.
Right to opt out.
We reserve the right to verify any request made under the CCPA by asking you to provide supporting documentation that the request is submitted by you, although we are not obligated to verify a request. You may also choose to have an agent submit a request on your behalf, in which case we may, but are not obligated to, verify that the agent is authorized to act on your behalf. We assume no responsibility for responding to any consumer requests.
15 / Contacting Hireguide
Hireguide, 129 Alta Ave, Santa Monica, CA 90402, USA
If you have any questions, or believe that any personal data may have been compromised, please contact us at email@example.com.
Data Processing Agreement
This Data Processing Agreement (including any terms set forth in a schedule, appendix or addendum hereto, “DPA”), dated as of the effective date of the Services Agreement (“Effective Date”), is by and between the customer identified in the Services Agreement (“Customer”), and Hireguide PBC (“Vendor”). Customer and Vendor may be referred to herein together as the “Parties”, and each may be referred to herein as a “Party”. To the extent that the Parties have entered into a prior agreement governing the processing of personal data (the “Prior Agreement”), the Parties understand and agree that this DPA shall supersede and replace such Prior Agreement. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Customer and Vendor hereby agree as follows:
01 / Definitions
1.1 “Applicable Laws” means, collectively, all now existing or hereinafter enacted or amended laws, rules, regulations (including, without limitation, self-regulatory obligations), and/or sanctions programs applicable to a Party’s performance hereunder and/or obligations with respect to data protection.
1.2 “CCPA” means the California Consumer Privacy Act of 2018 (Title 1.81.5 of the Civil Code of the State of California), together with all effective regulations adopted thereunder (in each case, as amended from time to time).
1.3 “Customer Data” means all information, data, content and other materials, in any form or medium, that is submitted, posted, collected, transmitted or otherwise provided by or on behalf of Customer through the Services.
1.4 “Customer Personal Data” means Customer Data that is Personal Data processed by Vendor on behalf of Customer in the provision of the Services under the Service Agreement(s).
1.5 “Controller” means (i) under and in the context of European Data Protection Law, the data “controller” (as defined by GDPR), (ii) under and in the context of CCPA, the “business” (or third party) (each, as defined by CCPA), and (iii) under and in the context of any other privacy or data protection law, rule, or regulation applicable to a Party’s performance hereunder, a “controller”, “business”, or corresponding term denoting a substantially similar definition, role, and obligations under such law, rule or regulation.
1.6 “EU GDPR” means 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, and repealing Directive 95/46/EC (and each successor regulation, directive or other text of the foregoing, in each case as amended from time to time).
1.7 “European Data Protection Law” means each of EU GDPR, UK GDPR, and the Federal Data Protection Act of 19 June 1992 (Switzerland) (as the same may be superseded by the Swiss Data Protection Act 2020 and as amended from time to time).
1.8 “GDPR” means, as applicable, (i) the EU GDPR and/or (ii) the UK GDPR.
1.9 “Personal Data” means any information that constitutes (a) “personal information” (as defined by, and in the context of, CCPA), (b) “personal data” (as defined by, and in the context of, European Data Protection Law), and/or (c) “personal data,” “personal information,” or other term denoting a substantially similar definition and obligations under, and in the context of, any other Applicable Laws, in each case that is (i) made available or otherwise provided by Customer to Vendor in connection with the Services and/or (ii) collected or accessed by Vendor under a Service Agreement(s) via a pixel, cookie, tag, or similar technology on any of Customer’s digital properties.
1.10 “Process” means any operation or set of computer operations performed on Personal Data, including, but not limited to, collection, recording, organization, structuring, storage, access, adaptation, alteration, retrieval, consultation, use, transfer, transmit, sale, rental, disclosure, dissemination, making available, alignment, combination, deletion, erasure, or destruction.
1.11 “Processor” means (i) under and in the context of European Data Protection Law, the data “processor” (as defined by GDPR), (ii) under and in the context of CCPA, a “service provider” (as defined by CCPA), and (iii) under and in the context of any other privacy or data protection law, rule, or regulation applicable to a Party’s performance hereunder, a “processor”, “service provider”, or corresponding term denoting a substantially similar definition, role, and obligations under such law, rule or regulation.
1.12 “Security Incident” means (i) any accidental, unauthorized, or unlawful destruction, loss, alteration, disclosure of, or access to, Personal Data or (ii) any other event that constitutes a “security breach”, “personal data breach”, or substantially similar term with respect to Personal Data under an Applicable Law(s).
1.13 “Service Agreements” or “Agreement” means, collectively, the agreements and/or terms of service (including, as applicable, each of the Statements of Work/SOWs/Orders/Order Forms and exhibits thereunder) between Customer and Vendor.
1.14 “Services” means, collectively, the products and/or services provided by Vendor to Customer under the Service Agreements.
1.15 “Sub-Processor” means a contractor, subcontractor, consultant, third-party service provider, or agent engaged by Vendor for further Processing of Personal Data.
1.16 “UK GDPR” has the meaning ascribed thereto in section 3(10) (as supplemented by section 205(4)) of the UK Data Protection Act 2018 (as amended from time to time).
02 / Data Processing Obligations.
(a) Each Party shall comply with its obligations relating to Personal Data under this DPA and under Applicable Laws at its own cost. With respect to Personal Data, (i) Customer is a Controller and (ii) Vendor is a Processor that acts upon the instructions of Customer, including, without limitation, in accordance with the applicable Service Agreement, this DPA, and any other documented instructions provided by Customer.
(b) With regard to Vendor employees engaged in Processing Personal Data, Vendor shall ensure that such employees are informed of the confidential nature of the Personal Data and are subject to appropriate confidentiality obligations sufficient to comply with the terms of the applicable Service Agreement(s) and this DPA, which confidentiality obligations shall survive following termination of this DPA for at least as long as the period(s) required by the applicable Service Agreement(s) and this DPA.
(c) Customer will have sole responsibility for the accuracy, quality, and legality of Customer Personal Data and the means by which Customer obtained the Customer Personal Data, including, without limitation, obtaining appropriate consent to collect the Customer Personal Data and share such data with Vendor in accordance with Applicable Laws.
(a) European Economic Area and Switzerland.
(i) The Processing by Vendor of Personal Data relating to an EEA or Switzerland data subject (including, without limitation, the transfer of such Personal Data from the EEA to a third country not providing an adequate level of protection) will be further governed by the EU Standard Contractual Clauses (Transfers Controller-to-Processor) (Module Two thereunder), with Customer as data exporter and Vendor as data importer, attached hereto (without provisions with respect to Module One, Module Three, or Module Four thereunder) as Schedule I-A (together with all Appendixes and Annexes thereto, and as the same may be amended, supplemented, or otherwise modified from time to time, “EU SCCs”), which is incorporated by reference into this DPA solely with respect to Personal Data relating to EEA and/or Switzerland data subjects. If there is any conflict between (x) the terms and conditions of either this DPA or the applicable Service Agreement(s), on the one hand, and (y) the terms and conditions of the EU SCCs, on the other hand, then, with respect to Personal Data relating to an EEA and/or Switzerland data subject(s), the terms and conditions of the EU SCCs will prevail and control.
(ii) Vendor may only transfer Personal Data relating to an EEA or Switzerland data subject outside the EEA in compliance with Applicable Laws and pursuant to a data transfer mechanism then-recognized by the European Commission as a legitimate basis for the transfer of such Personal Data outside the EEA.
(b) United Kingdom.
(i) The Processing by Vendor of Personal Data relating to UK data subjects (including, without limitation, the transfer of such Personal Data from the UK to a third country not providing an adequate level of protection) will be further governed by that certain Addendum B.1.0 issued by the UK Information Commissioner’s Office in accordance with s119A of the Data Protection Act 2018 on 2 February 2022, with Customer as data exporter and Vendor as data importer, attached hereto as Schedule I-B (together with all Appendixes and Annexes thereto, and as the same may be amended, supplemented, or otherwise modified from time to time, “UK Addendum”), which is incorporated by reference into this DPA solely with respect to Personal Data relating to UK data subjects. If there is any conflict between (x) the terms and conditions of either this DPA or the applicable Service Agreement(s), on the one hand, and (y) the terms and conditions of the UK Addendum, on the other hand, then, with respect to Personal Data relating to a UK data subject(s), the terms and conditions of the UK Addendum will prevail and control.
(ii) Vendor may only transfer Personal Data relating to a UK data subject outside the UK in compliance with Applicable Laws and pursuant to a data transfer mechanism then-recognized by the government of the United Kingdom as a legitimate basis for the transfer of such Personal Data outside the UK.
2.3 CCPA. Without limiting any of the restrictions on or obligations of Vendor under this DPA, under any of the Service Agreements, or under Applicable Laws, with respect to Personal Data relating to a California “consumer” (as defined by CCPA) or household (“CCPA Personal Data”):
(a) Customer shall be disclosing such CCPA Personal Data under the applicable Service Agreement(s) to Vendor for a “business purpose” (as defined by CCPA), and Vendor shall Process such CCPA Personal Data solely on behalf of Customer and only as necessary to perform such business purpose for Customer; and
(b) Vendor shall not: (i) “sell” (as defined by CCPA) CCPA Personal Data; or (ii) retain, use, or disclose CCPA Personal Data (x) for any purpose (including a “commercial purpose” (as defined by CCPA)) other than for the specific purpose of performing for Customer the services specified in the particular Service Agreement(s) or (y) outside of the direct business relationship between Vendor and Customer; Vendor certifies that it understands the restrictions set forth in this Section 2.3(b) and shall comply with them; and
(c) Notwithstanding anything to the contrary in this DPA (including, for purposes of clarification and without limitation, clauses (a) and (b) of this Section 2.3), in no event shall Vendor process any CCPA Personal Data in such a manner as would constitute (i) a sale (as defined by CCPA) of CCPA Personal Data by Customer to Vendor or (ii) on or after January 1, 2023, the sharing (as defined under CCPA (as amended by the California Privacy Rights Act of 2020)) of CCPA Personal Data by Customer with Vendor; and
(d) If directed by Customer with regard to a particular California consumer or household, Vendor shall delete the CCPA Personal Data of such consumer or household.
2.4 Changes in Applicable Laws. If, due to any change in Applicable Laws, a Party reasonably believes that (a) Vendor ceases to be able to provide a Service(s) in whole or in part (e.g., with respect to a particular jurisdiction) and/or Customer ceases to be able to use a Service(s) in whole or in part under the then-current terms and conditions of the applicable Service Agreement(s) and this DPA, each Party may terminate the applicable Service Agreement(s) (in whole or, if reasonably practicable, in part).
3 / Security.
3.1 Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, Vendor will implement and maintain appropriate technical and organizational measures to ensure a level of security appropriate to the risks. Such measures will include reasonable administrative, physical, and technical security controls (including those required by Applicable Laws) that prevent the collection, use, disclosure, or access to Personal Data and Customer confidential information that the Service Agreements do not expressly authorize, including maintaining a comprehensive information security program that safeguards Personal Data and Customer confidential information. These security measures include, but are not limited to: (i) the pseudonymization and encryption of personal data; (ii) the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services; and (iii) the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident.
3.2 When assessing the appropriate level of security, account shall be taken in particular of the risks that are presented by processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to personal data transmitted, stored or otherwise processed.
4 / Supplementary Measures and Safeguards.
4.1 Assistance; Risk Assessment.
(a) Vendor shall assist Customer to ensure compliance with Applicable Laws in connection with the Processing of Personal Data.
(a) Vendor shall notify Customer in writing of any subpoena or other judicial or administrative order by a government authority or proceeding seeking access to or disclosure of Personal Data. Customer shall have the right to defend such action in lieu of and/or on behalf of Vendor. Customer may, if it so chooses, seek a protective order. Vendor shall reasonably cooperate with Customer in such defense.
5 / Notifications.
5.1 Security Incidents. Vendor has and will maintain a security incident response plan that includes procedures to be followed in the event of a Security Incident. Vendor will provide Customer with written notice promptly after discovering a Security Incident (including those affecting Vendor or its Sub-Processors), including any information that Customer is required by law to provide to an applicable regulatory agency or to the individuals whose personal data was involved in the Security Incident.
5.2 Data Subject Requests. Vendor shall (i) promptly notify Customer about any request under Applicable Law(s) with respect to Personal Data received from or on behalf of the applicable data subject and (ii) reasonably cooperate with Customer’s reasonable requests in connection with data subject requests with respect to Personal Data. Vendor shall assist Customer, through appropriate technical and organizational measures, to fulfill its obligations with respect to requests of data subjects seeking to exercise rights under Applicable Law with respect to Personal Data.
6 / Sub-Processors.
6.1 Vendor shall not have Personal Data Processed by a Sub-Processor unless such Sub-Processor is bound by a written agreement with Vendor that includes data protection obligations at least as protective as those contained in this DPA and the applicable Service Agreement(s) and that meet the requirements of Applicable Laws. Vendor is and shall remain fully liable to Customer for any failure by any Sub-Processor to fulfill Vendor’s data protection obligations under Applicable Laws.
6.2 Vendor provides a of lists all Sub-Processors who access Personal Data, available at: https://docs.google.com/document/d/1YWVLdskJT31NJPw_jK_1JK62VQCXVMmq7FjmeGAr3Fg/edit?usp=sharing (the “Website”). Customer specifically authorizes and instructs Vendor to engage the Sub-Processors listed on the Website as of the Effective Date. Vendor will notify Customer of any changes to the Sub-Processors listed on the Website and grant Customer the opportunity to object to such change. Upon Customer’s request, Vendor will provide all information necessary to demonstrate that the Sub-Processors will meet all requirements pursuant to Section 6.1. In the case Customer objects to any Sub-Processor, Vendor can choose to either not engage the Sub-Processor or to terminate this DPA with thirty (30) days’ prior written notice.
6.3 Third-party providers that maintain IT systems whereby access to Personal Data is not needed but can technically also not be excluded do not qualify as Sub-Processors within the meaning of this Section 6. They can be engaged based on regular confidentiality undertakings and subject to Vendor’s reasonable monitoring.
7 / Deletion. Vendor shall, at the choice of Customer: (i) delete or return all Customer Data to Customer after such Customer Data is no longer necessary for the provision of the Services, and (ii) delete existing copies of such Customer Data.
8 / Documentation.
8.1 Vendor shall, upon Customer’s request, provide Customer (a) comprehensive documentation of Vendor’s technical and organizational security measures, (b) any and all third-party audits and certifications available with respect to such security measures, and (c) and all other information reasonably necessary to demonstrate compliance with the Vendor’s obligations under this DPA and/or under Applicable Laws.
9 / Term; Termination. This DPA shall remain in effect until (a) all Service Agreements have terminated and (b) all obligations that Vendor has under the Service Agreements and under Applicable Laws with respect to Personal Data, and all rights that Customer has under the Service Agreements and under Applicable Laws with respect to Personal Data, have terminated. Notwithstanding termination of this DPA, any provisions hereof that by their nature are intended to survive, shall survive termination.
10 / Miscellaneous.
10.1 Any notice made pursuant to this DPA will be in writing and will be deemed delivered on (a) the date of delivery if delivered personally, (b) five (5) calendar days (or upon written confirmed receipt) after mailing if duly deposited in registered or certified mail or express commercial carrier, or (c) one (1) calendar day (or upon written confirmed receipt) after being sent by email, addressed to Customer at the address or email address on record with Vendor in Customer’s account information, or addressed to Vendor at the address or email address designated below, or to such other address or email address as may be hereafter designated by either Party:
Data Protection Officer
62 Henriques Ln
Milpitas, CA 95035
10.2 This DPA shall be governed by and construed in accordance with governing law and jurisdiction provisions in the applicable Service Agreements, unless required otherwise by Applicable Laws.
10.3 Neither Party may assign or transfer any part of this DPA without the written consent of the other Party; provided, however, that this DPA, collectively with all Service Agreements, may be assigned without the other Party’s written consent by either Party to a person or entity who acquires, by sale, merger or otherwise, all or substantially all of such assigning Party’s assets, stock or business. Subject to the foregoing, this DPA shall bind and inure to the benefit of the Parties, their respective successors and permitted assigns. Any attempted assignment in violation of this Section 12.3 shall be void and of no effect.
10.4 This DPA is the Parties’ entire agreement relating to its subject and supersedes any prior or contemporaneous agreements on that subject; provided, however, that, notwithstanding the foregoing but subject to the last sentence of this Section 10.4, nothing in this DPA shall be deemed to supersede any of the Service Agreements. Vendor may modify the terms of this DPA if, as reasonably determined by Vendor, such modification is (i) reasonably necessary to comply with Applicable Laws or any other law, regulation, court order or guidance issued by a governmental regulator or agency; and (ii) does not: (a) result in a degradation of the overall security of the Services, (b) expand the scope of, or remove any restrictions on, Vendor’s processing of Personal Data, or (c) otherwise have a material adverse impact on Customer’s rights under this DPA. Any other amendments must be executed by both of the Parties and expressly state that they are amending this DPA. Failure to enforce any provision of this DPA shall not constitute a waiver. If any provision of this DPA is found unenforceable, it and any related provisions shall be interpreted to best accomplish the unenforceable provision’s essential purpose. The headings contained in this DPA are for reference purposes only and shall not affect in any way the meaning or interpretation of this DPA. In the event of a conflict between the terms and conditions of this DPA and the terms and conditions of any Service Agreement, the terms and conditions of this DPA shall govern.
EU Standard Contractual Clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679
(Module 2 – EU Controller to Non-EU Processor transfers)
Purpose and scope
(a) The purpose of these standard contractual clauses is to ensure compliance with the requirements of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation) for the transfer of personal data to a third country.
(b) The Parties:
(i) the natural or legal person(s), public authority/ies, agency/ies or other body/ies (hereinafter ‘entity/ies’) transferring the personal data, as listed in Appendix I.A (hereinafter each ‘data exporter’), and
(ii) the entity/ies in a third country receiving the personal data from the data exporter, directly or indirectly via another entity also Party to these Clauses, as listed in Appendix I.A (hereinafter each ‘data importer’)
have agreed to these standard contractual clauses (hereinafter: ‘Clauses’).
(c) These Clauses apply with respect to the transfer of personal data as specified in Appendix I.B.
(d) The Appendix to these Clauses containing the Appendices referred to therein forms an integral part of these Clauses.
Effect and invariability of the Clauses
(a) These Clauses set out appropriate safeguards, including enforceable data subject rights and effective legal remedies, pursuant to Article 46(1) and Article 46(2)(c) of Regulation (EU) 2016/679 and, with respect to data transfers from controllers to processors and/or processors to processors, standard contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679, provided they are not modified, except to select the appropriate Module(s) or to add or update information in the Appendix. This does not prevent the Parties from including the standard contractual clauses laid down in these Clauses in a wider contract and/or to add other clauses or additional safeguards, provided that they do not contradict, directly or indirectly, these Clauses or prejudice the fundamental rights or freedoms of data subjects.
(b) These Clauses are without prejudice to obligations to which the data exporter is subject by virtue of Regulation (EU) 2016/679.
(a) Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, with the following exceptions:
(i) Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;
(ii) Clause 8 – Clause 8.1(b), 8.9(a), (c), (d) and (e);
(iii) Clause 9 – Clause 9(a), (c), (d) and (e);
(iv) Clause 12 – Clause 12(a), (d) and (f);
(v) Clause 13;
(vi) Clause 15.1(c), (d) and (e);
(vii) Clause 16(e);
(viii) Clause 18 – Clause 18(a) and (b).
(b) Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.
(a) Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that Regulation.
(b) These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679.
(c) These Clauses shall not be interpreted in a way that conflicts with rights and obligations provided for in Regulation (EU) 2016/679.
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.
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 Appendix I.B.
(a) An entity that is not a Party to these Clauses may, with the agreement of the Parties, accede to these Clauses at any time, either as a data exporter or as a data importer, by completing the Appendix and signing Appendix I.A.
(b) Once it has completed the Appendix and signed Appendix I.A, the acceding entity shall become a Party to these Clauses and have the rights and obligations of a data exporter or data importer in accordance with its designation in Appendix I.A.
(c) The acceding entity shall have no rights or obligations arising under these Clauses from the period prior to becoming a Party.
SECTION II – OBLIGATIONS OF THE PARTIES
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.
(a) The data importer shall process the personal data only on documented instructions from the data exporter. The data exporter may give such instructions throughout the duration of the contract.
(b) The data importer shall immediately inform the data exporter if it is unable to follow those instructions.
8.2 Purpose limitation
The data importer shall process the personal data only for the specific purpose(s) of the transfer, as set out in Appendix I.B, unless on further instructions from the data exporter.
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 Appendix 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.
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 Appendix I.B. After the end of the provision of the processing services, the data importer shall, at the choice of the data exporter, delete all personal data processed on behalf of the data exporter and certify to the data exporter that it has done so, or return to the data exporter all personal data processed on its behalf and delete existing copies. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit return or deletion of the personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process it to the extent and for as long as required under that local law. This is without prejudice to Clause 14, in particular the requirement for the data importer under Clause 14(e) to notify the data exporter throughout the duration of the contract if it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under Clause 14(a).
8.6 Security of processing
(a) The data importer and, during transmission, also the data exporter shall implement appropriate technical and organisational measures to ensure the security of the data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access to that data (hereinafter ‘personal data breach’). In assessing the appropriate level of security, the Parties shall take due account of the state of the art, the costs of implementation, the nature, scope, context and purpose(s) of processing and the risks involved in the processing for the data subjects. The Parties shall in particular consider having recourse to encryption or pseudonymisation, including during transmission, where the purpose of processing can be fulfilled in that manner. In case of pseudonymisation, the additional information for attributing the personal data to a specific data subject shall, where possible, remain under the exclusive control of the data exporter. In complying with its obligations under this paragraph, the data importer shall at least implement the technical and organisational measures specified in Appendix II. The data importer shall carry out regular checks to ensure that these measures continue to provide an appropriate level of security.
(b) The data importer shall grant access to the personal data to members of its personnel only to the extent strictly necessary for the implementation, management and monitoring of the contract. It shall ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
(c) In the event of a personal data breach concerning personal data processed by the data importer under these Clauses, the data importer shall take appropriate measures to address the breach, including measures to mitigate its adverse effects. The data importer shall also notify the data exporter without undue delay after having become aware of the breach. Such notification shall contain the details of a contact point where more information can be obtained, a description of the nature of the breach (including, where possible, categories and approximate number of data subjects and personal data records concerned), its likely consequences and the measures taken or proposed to address the breach including, where appropriate, measures to mitigate its possible adverse effects. Where, and in so far as, it is not possible to provide all information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay.
(d) The data importer shall cooperate with and assist the data exporter to enable the data exporter to comply with its obligations under Regulation (EU) 2016/679, in particular to notify the competent supervisory authority and the affected data subjects, taking into account the nature of processing and the information available to the data importer.
8.7 Sensitive data
Where the transfer involves personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person’s sex life or sexual orientation, or data relating to criminal convictions and offences (hereinafter ‘sensitive data’), the data importer shall apply the specific restrictions and/or additional safeguards described in Appendix I.B.
8.8 Onward transfers
The data importer shall only disclose the personal data to a third party on documented instructions from the data exporter. In addition, the data may only be disclosed to a third party located outside the European Union (in the same country as the data importer or in another third country, hereinafter ‘onward transfer’) if the third party is or agrees to be bound by these Clauses, under the appropriate Module, or if:
(i) the onward transfer is to a country benefitting from an adequacy decision pursuant to Article 45 of Regulation (EU) 2016/679 that covers the onward transfer;
(ii) the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 Regulation of (EU) 2016/679 with respect to the processing in question;
(iii) the onward transfer is necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings; or
(iv) the onward transfer is necessary in order to protect the vital interests of the data subject or of another natural person.Any onward transfer is subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose limitation.
8.9 Documentation and compliance
(a) The data importer shall promptly and adequately deal with enquiries from the data exporter that relate to the processing under these Clauses.
(b) The Parties shall be able to demonstrate compliance with these Clauses. In particular, the data importer shall keep appropriate documentation on the processing activities carried out on behalf of the data exporter.
(c) The data importer shall make available to the data exporter all information necessary to demonstrate compliance with the obligations set out in these Clauses and at the data exporter’s request, allow for and contribute to audits of the processing activities covered by these Clauses, at reasonable intervals or if there are indications of non-compliance. In deciding on a review or audit, the data exporter may take into account relevant certifications held by the data importer.
(d) The data exporter may choose to conduct the audit by itself or mandate an independent auditor. Audits may include inspections at the premises or physical facilities of the data importer and shall, where appropriate, be carried out with reasonable notice.
(e) The Parties shall make the information referred to in paragraphs (b) and (c), including the results of any audits, available to the competent supervisory authority on request.
Use of sub-processors
(a) SPECIFIC PRIOR AUTHORISATION. The data importer shall not sub-contract any of its processing activities performed on behalf of the data exporter under these Clauses to a sub-processor without the data exporter’s prior specific written authorisation. The data importer shall submit the request for specific authorisation at least fourteen (14) days prior to the engagement of the sub-processor, together with the information necessary to enable the data exporter to decide on the authorisation. The list of sub-processors already authorised by the data exporter can be found in Appendix III. The Parties shall keep Appendix III up to date.
(b) Where the data importer engages a sub-processor to carry out specific processing activities (on behalf of the data exporter), it shall do so by way of a written contract that provides for, in substance, the same data protection obligations as those binding the data importer under these Clauses, including in terms of third-party beneficiary rights for data subjects. The Parties agree that, by complying with this Clause, the data importer fulfils its obligations under Clause 8.8. The data importer shall ensure that the sub-processor complies with the obligations to which the data importer is subject pursuant to these Clauses.
(c) The data importer shall provide, at the data exporter’s request, a copy of such a sub-processor agreement and any subsequent amendments to the data exporter. To the extent necessary to protect business secrets or other confidential information, including personal data, the data importer may redact the text of the agreement prior to sharing a copy.
(d) The data importer shall remain fully responsible to the data exporter for the performance of the sub-processor’s obligations under its contract with the data importer. The data importer shall notify the data exporter of any failure by the sub-processor to fulfil its obligations under that contract.
(e) The data importer shall agree a third-party beneficiary clause with the sub-processor whereby – in the event the data importer has factually disappeared, ceased to exist in law or has become insolvent – the data exporter shall have the right to terminate the sub-processor contract and to instruct the sub-processor to erase or return the personal data.
Data subject rights
(a) The data importer shall promptly notify the data exporter of any request it has received from a data subject. It shall not respond to that request itself unless it has been authorised to do so by the data exporter.
(b) The data importer shall assist the data exporter in fulfilling its obligations to respond to data subjects’ requests for the exercise of their rights under Regulation (EU) 2016/679. In this regard, the Parties shall set out in Appendix II the appropriate technical and organisational measures, taking into account the nature of the processing, by which the assistance shall be provided, as well as the scope and the extent of the assistance required.
(c) In fulfilling its obligations under paragraphs (a) and (b), the data importer shall comply with the instructions from the data exporter.
(a) The data importer shall inform data subjects in a transparent and easily accessible format, through individual notice or on its website, of a contact point authorised to handle complaints. It shall deal promptly with any complaints it receives from a data subject.
(b) In case of a dispute between a data subject and one of the Parties as regards compliance with these Clauses, that Party shall use its best efforts to resolve the issue amicably in a timely fashion. The Parties shall keep each other informed about such disputes and, where appropriate, cooperate in resolving them.
(c) Where the data subject invokes a third-party beneficiary right pursuant to Clause 3, the data importer shall accept the decision of the data subject to:
(i) lodge a complaint with the supervisory authority in the Member State of his/her habitual residence or place of work, or the competent supervisory authority pursuant to Clause 13;(ii) refer the dispute to the competent courts within the meaning of Clause 18.
(d) The Parties accept that the data subject may be represented by a not-for-profit body, organisation or association under the conditions set out in Article 80(1) of Regulation (EU) 2016/679.
(e) The data importer shall abide by a decision that is binding under the applicable EU or Member State law.
(f) The data importer agrees that the choice made by the data subject will not prejudice his/her substantive and procedural rights to seek remedies in accordance with applicable laws.
(a) Each Party shall be liable to the other Party/ies for any damages it causes the other Party/ies by any breach of these Clauses.
(b) The data importer shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data importer or its sub-processor causes the data subject by breaching the third-party beneficiary rights under these Clauses.
(c) Notwithstanding paragraph (b), the data exporter shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data exporter or the data importer (or its sub-processor) causes the data subject by breaching the third-party beneficiary rights under these Clauses. This is without prejudice to the liability of the data exporter and, where the data exporter is a processor acting on behalf of a controller, to the liability of the controller under Regulation (EU) 2016/679 or Regulation (EU) 2018/1725, as applicable.
(d) The Parties agree that if the data exporter is held liable under paragraph (c) for damages caused by the data importer (or its sub-processor), it shall be entitled to claim back from the data importer that part of the compensation corresponding to the data importer’s responsibility for the damage.
(e) Where more than one Party is responsible for any damage caused to the data subject as a result of a breach of these Clauses, all responsible Parties shall be jointly and severally liable and the data subject is entitled to bring an action in court against any of these Parties.
(f) The Parties agree that if one Party is held liable under paragraph (e), it shall be entitled to claim back from the other Party/ies that part of the compensation corresponding to its/their responsibility for the damage.
(g) The data importer may not invoke the conduct of a sub-processor to avoid its own liability.
(a) The supervisory authority with responsibility for ensuring compliance by the data exporter with Regulation (EU) 2016/679 as regards the data transfer, as indicated in Appendix I.C, shall act as competent supervisory authority.
(b) The data importer agrees to submit itself to the jurisdiction of and cooperate with the competent supervisory authority in any procedures aimed at ensuring compliance with these Clauses. In particular, the data importer agrees to respond to enquiries, submit to audits and comply with the measures adopted by the supervisory authority, including remedial and compensatory measures. It shall provide the supervisory authority with written confirmation that the necessary actions have been taken.
SECTION III – LOCAL LAWS AND OBLIGATIONS IN CASE OF ACCESS BY PUBLIC AUTHORITIES
Local laws and practices affecting compliance with the Clauses
(a) The Parties warrant that they have no reason to believe that the laws and practices in the third country of destination applicable to the processing of the personal data by the data importer, including any requirements to disclose personal data or measures authorising access by public authorities, prevent the data importer from fulfilling its obligations under these Clauses. This is based on the understanding that laws and practices that respect the essence of the fundamental rights and freedoms and do not exceed what is necessary and proportionate in a democratic society to safeguard one of the objectives listed in Article 23(1) of Regulation (EU) 2016/679, are not in contradiction with these Clauses.
(b) The Parties declare that in providing the warranty in paragraph (a), they have taken due account in particular of the following elements:
(i) the specific circumstances of the transfer, including the length of the processing chain, the number of actors involved and the transmission channels used; intended onward transfers; the type of recipient; the purpose of processing; the categories and format of the transferred personal data; the economic sector in which the transfer occurs; the storage location of the data transferred;
(ii) the laws and practices of the third country of destination– including those requiring the disclosure of data to public authorities or authorising access by such authorities – relevant in light of the specific circumstances of the transfer, and the applicable limitations and safeguards;
(iii) any relevant contractual, technical or organisational safeguards put in place to supplement the safeguards under these Clauses, including measures applied during transmission and to the processing of the personal data in the country of destination.
(c) The data importer warrants that, in carrying out the assessment under paragraph (b), it has made its best efforts to provide the data exporter with relevant information and agrees that it will continue to cooperate with the data exporter in ensuring compliance with these Clauses.
(d) The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on request.
(e) The data importer agrees to notify the data exporter promptly if, after having agreed to these Clauses and for the duration of the contract, it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under paragraph (a), including following a change in the laws of the third country or a measure (such as a disclosure request) indicating an application of such laws in practice that is not in line with the requirements in paragraph (a).
(f) Following a notification pursuant to paragraph (e), or if the data exporter otherwise has reason to believe that the data importer can no longer fulfil its obligations under these Clauses, the data exporter shall promptly identify appropriate measures (e.g. technical or 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 by the competent supervisory authority to do so. In this case, the data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses. If the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise. Where the contract is terminated pursuant to this Clause, Clause 16(d) and (e) shall apply.
Obligations of the data importer in case of access by public authorities
(a) The data importer agrees to notify the data exporter and, where possible, the data subject promptly (if necessary with the help of the data exporter) if it:(i) receives a legally binding request from a public authority, including judicial authorities, under the laws of the country of destination for the disclosure of personal data transferred pursuant to these Clauses; such notification shall include information about the personal data requested, the requesting authority, the legal basis for the request and the response provided; or(ii) becomes aware of any direct access by public authorities to personal data transferred pursuant to these Clauses in accordance with the laws of the country of destination; such notification shall include all information available to the importer.
(b) If the data importer is prohibited from notifying the data exporter and/or the data subject under the laws of the country of destination, the data importer agrees to use its best efforts to obtain a waiver of the prohibition, with a view to communicating as much information as possible, as soon as possible. The data importer agrees to document its best efforts in order to be able to demonstrate them on request of the data exporter.
(c) Where permissible under the laws of the country of destination, the data importer agrees to provide the data exporter, at regular intervals for the duration of the contract, with as much relevant information as possible on the requests received (in particular, number of requests, type of data requested, requesting authority/ies, whether requests have been challenged and the outcome of such challenges, etc.).
(d) The data importer agrees to preserve the information pursuant to paragraphs (a) to (c) for the duration of the contract and make it available to the competent supervisory authority on request.
(e) Paragraphs (a) to (c) are without prejudice to the obligation of the data importer pursuant to Clause 14(e) and Clause 16 to inform the data exporter promptly where it is unable to comply with these Clauses.
15.2 Review of legality and data minimisation
(a) The data importer agrees to review the legality of the request for disclosure, in particular whether it remains within the powers granted to the requesting public authority, and to challenge the request if, after careful assessment, it concludes that there are reasonable grounds to consider that the request is unlawful under the laws of the country of destination, applicable obligations under international law and principles of international comity. The data importer shall, under the same conditions, pursue possibilities of appeal. When challenging a request, the data importer shall seek interim measures with a view to suspending the effects of the request until the competent judicial authority has decided on its merits. It shall not disclose the personal data requested until required to do so under the applicable procedural rules. These requirements are without prejudice to the obligations of the data importer under Clause 14(e).
(b) The data importer agrees to document its legal assessment and any challenge to the request for disclosure and, to the extent permissible under the laws of the country of destination, make the documentation available to the data exporter. It shall also make it available to the competent supervisory authority on request.
(c) The data importer agrees to provide the minimum amount of information permissible when responding to a request for disclosure, based on a reasonable interpretation of the request.
SECTION IV – FINAL PROVISIONS
Non-compliance with the Clauses and termination
(a) The data importer shall promptly inform the data exporter if it is unable to comply with these Clauses, for whatever reason.
(b) In the event that the data importer is in breach of these Clauses or unable to comply with these Clauses, the data exporter shall suspend the transfer of personal data to the data importer until compliance is again ensured or the contract is terminated. This is without prejudice to Clause 14(f).
(c) The data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses, where:
(i) the data exporter has suspended the transfer of personal data to the data importer pursuant to paragraph (b) and compliance with these Clauses is not restored within a reasonable time and in any event within one month of suspension;
(ii) the data importer is in substantial or persistent breach of these Clauses; or
(iii) the data importer fails to comply with a binding decision of a competent court or supervisory authority regarding its obligations under these Clauses.
In these cases, it shall inform the competent supervisory authority of such non-compliance. Where the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise.
(d) Personal data that has been transferred prior to the termination of the contract pursuant to paragraph (c) shall at the choice of the data exporter immediately be returned to the data exporter or deleted in its entirety. The same shall apply to any copies of the data. The data importer shall certify the deletion of the data to the data exporter. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit the return or deletion of the transferred personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process the data to the extent and for as long as required under that local law.
(e) Either Party may revoke its agreement to be bound by these Clauses where
(i) the European Commission adopts a decision pursuant to Article 45(3) of Regulation (EU) 2016/679 that covers the transfer of personal data to which these Clauses apply; or
(ii) Regulation (EU) 2016/679 becomes part of the legal framework of the country to which the personal data is transferred. This is without prejudice to other obligations applying to the processing in question under Regulation (EU) 2016/679.
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 governing law as set out in the Agreement (as defined in the DPA) unless otherwise specified.
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 Member State specified in the Agreement (as defined in the DPA).
(c) A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of the Member State in which he/she has his/her habitual residence.
(d) The Parties agree to submit themselves to the jurisdiction of such courts.
A. LIST OF PARTIES
Name: Entity identified as “Customer” in the DPA and Agreement.
Address: See the Agreement.
Contact person’s name, position and contact details: See the Agreement.
Activities relevant to the data transferred under these Clauses: To provide Customer with the Services (as defined in the DPA).
Signature and date: See the Agreement.Role (controller/processor): Controller.
Name: Hireguide PBC (“Vendor”)
Address:129 Alta Ave, Unit 7, Santa Monica, California 90402
Contact person’s name, position and contact details: Joel Young, Data Privacy Officer, firstname.lastname@example.org
Activities relevant to the data transferred under these Clauses: To provide Customer with the Services (as defined in the DPA).
Role (controller/processor): Processor.
B. DESCRIPTION OF TRANSFER
Categories of data subjects whose personal data is transferred
Customer’s employees and contractors, Customer’s prospective employees and contractors, and any other individuals invited to a workspace by the Customer (collectively, “Users”).
Categories of personal data transferred
First name, last name, email address, mailing address, images and videos that depict the User, IP addresses, any other personal data that is included in transcripts from interviews and resumes of Users.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.
The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis).
For the duration of the Services pursuant to the Agreement.
Nature of the processing
To provide the Services pursuant to the Agreement.Purpose(s) of the data transfer and further processingTo provide the Services pursuant to the Agreement.
The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period
As long as necessary to provide the Services pursuant to the Agreement.
For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing
To provide the Services pursuant to the Agreement.
C. COMPETENT SUPERVISORY AUTHORITY
Identify the competent supervisory authority/ies in accordance with Clause 13The Supervisory Authority where the Data Exporter is located.
TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA
1. General Security Measures
Hireguide will comply with industry-standard security measures (including with respect to personnel, hardware and software, storage and networks, access controls, monitoring and logging, vulnerability and breach detection, and incident response measures necessary to protect against unauthorized or accidental access, loss, alteration, disclosure or destruction of personal data), as well as with all applicable data privacy and security laws, regulations and standards.
2. Contact Information
Hireguide’s security team can be reached at email@example.com for any security questions. The customer team can be reached at firstname.lastname@example.org.
For information on the standards and practices that Hireguide complies with, contact email@example.com.
4. Information Security Program
The objective of Hireguide’s Information Security Program is to maintain the confidentiality, integrity and availability of its computer and data communication systems while meeting necessary legislative, industry, and contractual requirements. Hireguide shall establish, implement, and maintain an information security program that includes technical and organizational security and physical measures as well as policies and procedures to protect customer data processed by Hireguide against accidental loss; destruction or alteration; unauthorized disclosure or access; or unlawful destruction.
4.1 Secure Software Development
Hireguide shall maintain policies and procedures to ensure that system, application, and infrastructure development is performed in a secure manner. This includes trained code review and testing of all Hireguide applications, regular scanning for common security vulnerabilities, periodic penetration testing, multi-factor authentication, utilizing infrastructure-as-code and industry-recommended configurations for infrastructure.
4.2 Human Resources Security
Hireguide shall maintain a policy that defines requirements around enforcing security measures as they relate to employment status changes. This includes performing background checks, acknowledging and complying with Hireguide’s security policies, and utilizing onboarding and termination checklists for employees and third parties.
4.3 Data Classification & Protection
Hireguide shall maintain policies and procedures for data classification and protection, along with requirements for the classification of data containing personal data in consideration of applicable laws, regulations, and contractual obligations. Hireguide shall also maintain requirements on data encryption and rules for transmission of data along with requirements on how access to these data should be governed.
4.4 Network Security
Hireguide shall maintain policies and procedures around the network infrastructure used to process customer data, establish and enforce safe network practices, and define service level agreements with internal and external network services.
4.5 Physical and Environmental Security
Hireguide shall maintain policies and procedures for physical and environmental security and ensure that critical information services be protected from interception, interference, or damage.
4.6 Business Continuity and Disaster Recovery
Hireguide shall maintain policies and procedures to ensure that Hireguide may continue to perform business-critical functions in the face of an extraordinary event. This includes data center resiliency and disaster recovery procedures for business-critical data and processing functions.
5. Access Control
Hireguide shall maintain access control measures designed to limit access to Hireguide’s facilities, applications, systems, network devices, and operating systems to a limited number of personnel who have a business need for such access. Hireguide shall ensure such access is removed when no longer required and shall conduct access reviews periodically.
6. Risk Assessments
Hireguide has a documented risk management procedure and Secure Software Development Life Cycle process. Hireguide performs risk assessments of its products and infrastructure on a regular basis, including review of the data classification policies and targeted reviews of highly sensitive data flows.Hireguide performs application testing for new products or feature changes that are launched as well as periodic reassessments of its network. Hireguide leverages peer code review and regular vulnerability scanning which would ensure that viruses are not introduced in the code and detect such abuse. Hireguide uses a combination of manual penetration testing and automated tools.
7. Third-Party Risk Assessments
Hireguide conducts security due diligence on third-party service providers to assess and monitor risk. This assessment includes a review of scope of confidential information and personal data transferred to or processed by the service provider and the purpose of the work. Hireguide will also conduct a risk assessment which may include the service provider’s organization and technical security measures, the sensitivity of any information processed by the service provider, storage limitations, and data deletion procedures and timelines.
LIST OF SUB-PROCESSORS
The controller has authorized the use of the following sub-processors: Please see:
This Addendum has been issued by the Information Commissioner for 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.
1.2 Part 1: Tables
Table 1: Parties
Start dateThe Effective Date of the DPA
The PartiesExporter (who sends the Restricted Transfer)Importer (who receives the Restricted Transfer)
Parties’ detailsCustomerHireguide PBC
Key ContactAttn: CustomerEmail: email address provided in connection with Customer’s accountAttn: Data Privacy Officer, Joel YoungEmail: firstname.lastname@example.org
Table 2: Selected SCCs, Modules and Selected Clauses
Addendum EU SCCsThe version of the Approved EU SCCs which this Addendum is appended to, detailed below: Module 2, as set out in Schedule I-A of the DPA ModuleModule in operationClause 7 (Docking Clause)Clause 11
(Option)Clause 9a (Prior Authorisation or General Authorisation)Clause 9a (Time period)Is personal data received from the Importer combined with personal data collected by the Exporter?1
Prior Authorization14 days
Table 3: Appendix Information“Appendix Information” means the information which must be provided for the selected modules as set out in the Appendix of the Approved EU SCCs (other than the Parties), and which for this Addendum is set out in:Annex 1A: List of Parties: As set out in the DPA.Annex 1B: Description of Transfer: As set out in Schedule I-A of the DPA, Appendix I, Section BAnnex II: Technical and organisational measures including technical and organisational measures to ensure the security of the data: As set out in Schedule I-A of the DPA, Appendix IIAnnex III: List of Sub processors (Modules 2 and 3 only): As set out in Schedule I-A of the DPA, Appendix IIITable 4: Ending this Addendum when the Approved Addendum ChangesEnding this Addendum when the Approved Addendum changesWhich Parties may end this Addendum as set out in Section 19:☒ Importer☒ Exporter☐ neither Party
Part 2: Mandatory Clauses
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 1A 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
3. 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:
Addendum This International Data Transfer Addendum which is made up of this Addendum incorporating the Addendum EU SCCs.
Addendum EU SCCs
The version(s) of the Approved EU SCCs which this Addendum is appended to, as set out in Table 2, including the Appendix Information.
As set out in Table 3.
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.
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.
Approved EU SCCs
The Standard Contractual Clauses set out in the Annex of Commission Implementing Decision (EU) 2021/914 of 4 June 2021.
The Information Commissioner.
A transfer which is covered by Chapter V of the UK GDPR.
The United Kingdom of Great Britain and Northern Ireland.
UK Data Protection Laws
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.
As defined in section 3 of the Data Protection Act 2018.
4. 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.
5. If the provisions included in the Addendum EU SCCs amend the Approved 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.
6. If there is any inconsistency or conflict between UK Data Protection Laws and this Addendum, UK Data Protection Laws applies.
7. 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.
8. 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.
9. 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.
10. 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.
11. 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
12. This Addendum incorporates the Addendum EU SCCs which are amended to the extent necessary so that:
a. 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;
b. Sections 9 to 11 override Clause 5 (Hierarchy) of the Addendum EU SCCs; and
c. 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.
13. Unless the Parties have agreed alternative amendments which meet the requirements of Section 12, the provisions of Section 15 will apply.
14. No amendments to the Approved EU SCCs other than to meet the requirements of Section 12 may be made.
15. The following amendments to the Addendum EU SCCs (for the purpose of Section 12) are made:
a. References to the “Clauses” means this Addendum, incorporating the Addendum EU SCCs;
b. 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”;
c. 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.”;
d. 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”;
e. 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;”
f. 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;
g. References to Regulation (EU) 2018/1725 are removed;
h. References to the “European Union”, “Union”, “EU”, “EU Member State”, “Member State” and “EU or Member State” are all replaced with the “UK”;
i. The reference to “Clause 12(c)(i)” at Clause 10(b)(i) of Module one, is replaced with “Clause 11(c)(i)”;
j. Clause 13(a) and Part C of Annex I are not used;
k. The “competent supervisory authority” and “supervisory authority” are both replaced with the “Information Commissioner”;
l. 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;”;
m. Clause 17 is replaced with:
“These Clauses are governed by the laws of England and Wales.”;
n. 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
o. 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
16. 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.
17. 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.
18. From time to time, the ICO may issue a revised Approved Addendum which:
a. makes reasonable and proportionate changes to the Approved Addendum, including correcting errors in the Approved Addendum; and/or
b. 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.
19. 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:
a. its direct costs of performing its obligations under the Addendum; and/or
b. 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.
20. 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.
1.4 Alternative Part 2 Mandatory Clauses:
Part 2: Mandatory Clauses of the Approved Addendum, being the template Addendum B.1.0 issued by the ICO and laid before Parliament in accordance with s119A of the Data Protection Act 2018 on 2 February 2022, as it is revised under Section 18 of those Mandatory Clauses.