Restricted Transfers. Parties agree that when the transfer of personal data from Customer (as “data exporter”) to Atlassian (as “data importer”) is a Restricted Transfer and Applicable Data Protection Law requires that appropriate safeguards are put in place, the transfer will be subject to the Standard Contractual Clauses, which are deemed incorporated into and form a part of this DPA, as follows:
(a) In relation to transfers of Customer Personal Data governed by the EU GDPR and processed in accordance with Section 2.2(a) of this DPA, the EU SCCs will apply, completed as follows:
i. Module Two or Module Three will apply (as applicable);
ii. in Clause 7, the optional docking clause will not apply;
iii. in Clause 9, Option 2 will apply, and the time period for prior notice of Sub-processor changes will be as set out in Section 2.10 of this DPA;
iv. in Clause 11, the optional language will not apply;
v. in Clause 17, Option 1 will apply, and the EU SCCs will be governed by Irish law;
vi. in Clause 18(b), disputes will be resolved before the courts of Ireland;
vii. Annex I of the EU SCCs is deemed completed with the information set out in Exhibit A to this DPA, as applicable; and
viii. Subject to Section 2.8 of this DPA, Xxxxx XX of the EU SCCs is deemed completed with the information set out in Exhibit B to this DPA;
(b) In relation to transfers of personal data governed by the EU GDPR and processed in accordance with Section 2.2(b) of this DPA, the EU SCCs apply, completed as follows:
i. Module One will apply;
ii. in Clause 7, the optional docking clause will not apply;
iii. in Clause 11, the optional language will not apply;
iv. in Clause 17, Option 1 will apply, and the EU SCCs will be governed by Irish law;
v. in Clause 18(b), disputes will be resolved before the courts of Ireland;
vi. Annex I of the EU SCCs is deemed completed with the information set out in Exhibit A to this DPA, as applicable; and
vii. Subject to Section 2.8 of this DPA, Xxxxx XX of the EU SCCs is deemed completed with the information set out in Exhibit B to this DPA;
(c) In relation to transfers of personal data governed by UK Data Protection Law, the EU SCCs: (i) apply as completed in accordance with paragraphs (a) and (b) above; and (ii) are deemed amended as specified by the UK Addendum, which is deemed executed by the parties and incorporated into and forming an integral part of this DPA. In addition, Tables 1 to 3 in Part 1 of the UK Addendum is deemed completed respectively with the information set ...
Restricted Transfers. 11.1 Subject to Sections 11.2 and 11.3, Customer (as "data exporter") and each Contracted Processor, as appropriate, (as "data importer") hereby enter into the Standard Contractual Clauses in respect of any Restricted Transfer from that Customer to that Contracted Processor.
11.2 The Standard Contractual Clauses shall come into effect under section 11.1 on the later of:
11.2.1 the data exporter becoming a party to them;
11.2.2 the data importer becoming a party to them; and
11.2.3 commencement of the relevant Restricted Transfer.
11.3 Section 11.1 shall not apply to a Restricted Transfer unless its effect, together with other reasonably practicable compliance steps (which, for the avoidance of doubt, do not include obtaining consents from Data Subjects), is to allow the relevant Restricted Transfer to take place without breach of applicable Data Protection Law.
Restricted Transfers. 12.1 Subject to section 12.3, each Company Group Member (as "data exporter") and each Contracted Processor, as appropriate, (as "data importer") hereby enter into the Standard Contractual Clauses in respect of any Restricted Transfer from that Company Group Member to that Contracted Processor.
12.2 The Standard Contractual Clauses shall come into effect under section 12.1 on the later of:
12.2.1 the data exporter becoming a party to them;
12.2.2 the data importer becoming a party to them; and
12.2.3 commencement of the relevant Restricted Transfer.
12.3 Section 12.1 shall not apply to a Restricted Transfer unless its effect, together with other reasonably practicable compliance steps (which, for the avoidance of doubt, do not include obtaining consents from Data Subjects), is to allow the relevant Restricted Transfer to take place without breach of applicable Data Protection Law.
12.4 Vendor warrants and represents that, before the commencement of any Restricted Transfer to a Subprocessor which is not a Vendor Affiliate, Vendor's or the relevant Vendor Affiliate’s entry into the Standard Contractual Clauses under section 12.1, and agreement to variations to those Standard Contractual Clauses made under section 13.4.1, as agent for and on behalf of that Subprocessor will have been duly and effectively authorised (or subsequently ratified) by that Subprocessor.
Restricted Transfers. 8.1 The Parties understand and agree that Personal Data processed in accordance with this DPA may be transferred to respectively accessed from countries outside of the EU/EEA and Switzerland by Us, Our Affiliates and Sub-processors when providing the Services in accordance with the terms of the Agreement.
8.2 We have entered into the Standard Contractual Clauses, including Appendices 1 and 2, with each Sub-processor outside the EU/EEA which processes Personal Data under this DPA if the arrangement with the Sub-processor involves a Restricted Transfer. You hereby accedes to the Standard Contractual Clauses and commission Us to enforce them against the relevant Sub-processor on Your behalf. Nothing in this DPA will be construed to prevail over any conflicting clause of the Standard Contractual Clauses.
Restricted Transfers. 12.1 The parties anticipate no Restricted Transfers. Should Company or any Company Group Member initiate a Restricted Transfer, it is solely responsible for establishing, as a data exporter, appropriate means to ensure compliance with applicable data and privacy protection laws. Should Vendor or any Vendor Affiliate wish to initiate any Restricted Transfers, they must comply with the requirements for Subprocessing and must have appropriate agreements in place, which may, as appropriate, include the Standard Contractual Clauses.
Restricted Transfers. For the transfer of Personal Data from the EEA and Switzerland to the U.S., or any other “third country” as noted in the GDPR, Pantheon adheres to the Standard Contractual Clauses, a form is set forth in Schedule 5 to this DPA, as well as the application of physical, organizational and technological controls, as the transfer mechanism. Customer will comply with the
Restricted Transfers. If the processing of Customer Personal Data involves any transfers that are not Permitted Transfers, and European Data Protection Law applies to those transfers (as certified by Customer under Section 10.4 (Certification by Non-EMEA Customers) if its billing address is outside EMEA) (“Restricted Transfers”), then:
a. if Google announces its adoption of an Alternative Transfer Solution for any Restricted Transfers, then Google will ensure that they are made in accordance with that Alternative Transfer Solution; and/or
b. if Google has not adopted an Alternative Transfer Solution for any Restricted Transfers, then:
i. if Google’s address is in an Adequate Country:
A. the SCCs (EU Processor-to-Processor, Google Exporter) will apply with respect to all Restricted Transfers from Google to Subprocessors; and
B. in addition, if Customer’s billing address is not in an Adequate Country, the SCCs (EU Processor-to-Controller) will apply (regardless of whether Customer is a controller and/or processor) with respect to Restricted Transfers between Google and Customer; or
ii. if Google’s address is not in an Adequate Country:
A. the SCCs (EU Controller-to-Processor) and/or SCCs (EU Processor- to-Processor) will apply (according to whether Customer is a controller and/or processor) with respect to Restricted Transfers between Customer and Google that are subject to the EU GDPR and/or the Swiss FDPA; and
B. the SCCs (UK Controller-to-Processor) will apply (regardless of whether Customer is a controller and/or processor) with respect to Restricted Transfers between Customer and Google that are subject to the UK GDPR.
Restricted Transfers. The Company shall, and shall cause its Subsidiaries to, refuse to effect or recognize: (a) any transaction involving a purported Transfer (as such term is defined in the Charter) of Equity Securities in the Company or of any Subsidiary to any of the individuals or entities named on (i) lists promulgated by the United Nations Security Council or its committees pursuant to resolutions issued under Chapter VII of the United Nations Charter or (ii) the World Bank Listing of Ineligible Firms (each, a “Debarred Person”), or record or register any such Transfer of Equity Securities in the Company or such Subsidiary in the applicable share registry; or (b) any liquidation, dissolution, winding-up, merger, consolidation or other transaction that constitutes a Liquidity Event which would result in (1) the shareholders of the Company receiving equity securities of a Debarred Person or a Person that engages in activities set forth on the Exclusion List (or, with respect to the activities set forth in the second, third, fourth and fifth items on the Exclusion List (the “Specified Activities”), that engages primarily in such Specified Activities), or (2) the shareholders of the Company (if such shareholders includes IFC) and a Debarred Person or a Person that engages in the activities set forth on the Exclusion List (or, with respect to the Specified Activities, that engages primarily in such Specified Activities) being holders of any of the equity securities of the Company or a Subsidiary or any surviving or successor Person. After consummation of any admission of Equity Securities of the Company to listing on any securities exchange and/or to trading on any public market, this Section 3.05 shall not apply to a sale of Equity Securities of the Company on any open market. For sake of clarity, a retailer that engages in the Specified Activities but for which those Specified Activities do not constitute a majority of such retailer’s revenues shall not be considered to be a Person engaging primarily in such Specified Activities.
Restricted Transfers. 8.1 The Parties understand and agree that Personal Data processed in accordance with this DPA may be transferred to respectively accessed from countries outside of the EU/EEA, the UK and Switzerland by Us, Our Affiliates and Sub-processors when providing the Services in accordance with the terms of the Agreement.
Restricted Transfers. Subject to section 12.3, each Company Group Member (as "data exporter") and each Contracted Processor, as appropriate, (as "data importer") hereby enter into the Standard Contractual Clauses in respect of any Restricted Transfer from that Company Group Member to that Contracted Processor.
