Common use of Sub-processor Clause in Contracts

Sub-processor. By entering into this Addendum, the Data Controller authorizes the use of Sub- Processor(s) by the Data Processor for the provision of Services as agreed under the Terms of Service. The Data Processor will make available to the Data Controller, the list of Sub-processors engaged by it for the provision of Services to the Data Controller, together with the description of the nature of services and data center location of each such sub-processorThe current list of Sub-processors is provided in Annexure III. The Data Processor will notify the Data Controller via email in case of new additions to the list, if any. However, the Data Controller can refer to the said Annexure of this DPA from time to time, in case they have opted out of the Processor’s email notification. Upon such notification by the Data Processor, the Data Controller may, on legitimate grounds, object to the addition or replacement of Sub-processor, by notifying SurveySparrow Inc. promptly in writing an email to xxxxxxx@xxxxxxxxxxxxx.xxx within ten (10) Business Days after receipt of the Data Processor’s email notice. The following terms shall apply in the event Data Processor notifies the Data Controller of addition or replacement of Sub-processor: 1. If the Data Controller objects to such addition or replacement of the Sub-processor on any reasonable grounds, it shall be notified to the Data Processor in writing. The parties shall discuss such concerns in good faith with a view to achieve a commercially reasonable and technically viable resolution. If the Data Processor is unable to consider Controller’s objection and no such resolution can be reached and the same being notified to the Controller, the Controller may as its sole remedy, terminate the subscription for the affected service without penalty by providing, before the end of the notice period, written notice of termination that includes an explanation of the grounds for non-approval. 2. If the affected service is part of a suite (or similar single purchase of services), then any termination will apply to the entire suite. 3. No amounts shall be refunded by the Data Processor to the Controller. Where SurveySparrow engages Sub-Processors as set forth herein, it shall ensure that such sub-processors are contractually bound to provide at least the same level of protection for Personal Data as those contained in this Addendum including, wherever applicable, the Standard Contractual Clauses) to the extent applicable to the nature of services provided by such sub-processors. In any event we shall remain responsible for sub-processors compliance with this DPA and liable for all acts and omissions of such sub-processors that cause SurveySparrow to breach any of its obligations contained in this Addendum.