Common use of Sub-processors Clause in Contracts

Sub-processors. 5.1 Bluecore shall not engage third-party Sub-processors in connection with the provision of the Services except in accordance with this Section 5. Any such Sub-processors will be permitted to obtain Personal Data only to deliver the services Bluecore has retained them to provide, and are prohibited from using Personal Data for any other purpose. Bluecore will have a written agreement with each Sub-processor and agrees that any agreement with a Sub-processor will include data protection obligations no less protective than those set out in this DPA. 5.2 Bluecore shall be liable for the acts and omissions of its Sub-processors and compliance with all the obligations of this DPA by such Sub-processors to the same extent Bluecore would be liable if performing the services of each Sub-processor directly under the terms of this DPA. To this end, Bluecore will conduct proper due diligence on all Sub-processors to ensure each Sub-process can comply with Data Protection Laws and all applicable terms and conditions of this DPA. 5.3 Customer acknowledges and agrees that Third Party Partners are not Sub-processors and Bluecore assumes no responsibility or liability for the acts or omissions of such Third Party Partners. Sub-processors retained by Bluecore to provide Services for Customer will at all times be deemed Sub-processors of Bluecore and shall not under any circumstance be construed or deemed to be employees or Sub-processors of Customer. 5.4 A list of Bluecore’s authorized Sub-processors is available upon Customer’s request. Bluecore may add additional Sub-processors to this list provided that it gives 30 days’ prior written notification of the identity of the Sub-processor to Customer and Customer does not object to the appointment within that period. In the event Customer objects to a new Sub-processor, Bluecore will use reasonable efforts to make available to Customer a change in the affected Services or recommend a commercially reasonable change to Customer’s use of the affected Services to avoid Processing of Personal Data by the objected-to new Sub-processor without unreasonably burdening Customer. If Bluecore is unable to make available such change within a reasonable period of time, which shall not exceed thirty (30) days, Customer may terminate the Agreement and applicable SOW(s) in respect to those Services which cannot be provided by Bluecore without the use of the objected-to new Sub-processor, by providing written notice to Bluecore, without Bluecore imposing a penalty for such termination on Customer. Customer shall receive a refund of any prepaid fees for the period following the effective date of termination in respect of such terminated Services.

Sub-processors. 5.1 Bluecore shall not You agree we may engage third-party Sub-processors Processors to Process Personal Data on your behalf, and we do so in connection three ways. First, we may engage Sub-Processors to assist us with hosting and infrastructure. Second, we may engage with Sub-Processors to support product features and integrations. Third, we may engage with HubSpot Affiliates as Sub-Processors for service and support. Some Sub-Processors will apply to you as default, and some Sub-Processors will apply only if you opt-in. We have currently appointed, as Sub-Processors, the provision third parties and HubSpot Affiliates listed in Annex 3 to this DPA. You may subscribe to receive notifications by email if we add or replace any Sub-Processors by completing the form available at xxxxx://xxxxx.xxxxxxx.xxx/subscribe-subprocessor-updates. If you opt-in to receive such email, we will notify you at least 30 days prior to any such change. We will give you the opportunity to object to the engagement of new Sub-Processors on reasonable grounds relating to the Services except protection of Personal Data within 30 days of notifying you. If you do notify us of such an objection, the parties will discuss your concerns in good faith with a view to achieving a commercially reasonable resolution. If no such resolution can be reached, we will, at our sole discretion, either not appoint the new Sub-Processor, or permit you to suspend or terminate the affected Subscription Service in accordance with this Section 5the termination provisions of the Agreement without liability to either party (but without prejudice to any fees incurred by you prior to suspension or termination). Any such DocuSign Envelope ID: CCF1FB4B-34E5-43F8-9502-A0796D702BCD Where we engage Sub-processors Processors, we will be permitted to obtain impose data protection terms on the Sub- Processors that provide at least the same level of protection for Personal Data only as those in this DPA, to deliver the extent applicable to the nature of the services Bluecore has retained them to provide, and are prohibited from using Personal Data provided by such Sub- Processors. We will remain responsible for any other purpose. Bluecore will have a written agreement with each Sub-processor and agrees that any agreement with a Sub-processor will include data protection obligations no less protective than those set out in this DPA. 5.2 Bluecore shall be liable for the acts and omissions of its Sub-processors and Processor’s compliance with all the obligations of this DPA by such Sub-processors to the same extent Bluecore would be liable if performing the services of each Sub-processor directly under the terms of this DPA. To this end, Bluecore will conduct proper due diligence on all Sub-processors to ensure each Sub-process can comply with Data Protection Laws and all applicable terms and conditions of this DPA. 5.3 Customer acknowledges and agrees that Third Party Partners are not Sub-processors and Bluecore assumes no responsibility or liability for the any acts or omissions of such Third Party Partners. Sub-processors retained by Bluecore Processor that cause us to provide Services for Customer will at all times be deemed Sub-processors breach any of Bluecore and shall not its obligations under any circumstance be construed or deemed to be employees or Sub-processors of Customerthis DPA. 5.4 A list of Bluecore’s authorized Sub-processors is available upon Customer’s request. Bluecore may add additional Sub-processors to this list provided that it gives 30 days’ prior written notification of the identity of the Sub-processor to Customer and Customer does not object to the appointment within that period. In the event Customer objects to a new Sub-processor, Bluecore will use reasonable efforts to make available to Customer a change in the affected Services or recommend a commercially reasonable change to Customer’s use of the affected Services to avoid Processing of Personal Data by the objected-to new Sub-processor without unreasonably burdening Customer. If Bluecore is unable to make available such change within a reasonable period of time, which shall not exceed thirty (30) days, Customer may terminate the Agreement and applicable SOW(s) in respect to those Services which cannot be provided by Bluecore without the use of the objected-to new Sub-processor, by providing written notice to Bluecore, without Bluecore imposing a penalty for such termination on Customer. Customer shall receive a refund of any prepaid fees for the period following the effective date of termination in respect of such terminated Services.

Sub-processors. 5.1 Bluecore shall not engage third-party You agree that Zapier may disclose Personal Information to its subcontractors for purposes of providing the Service (“Sub-processors in connection Processors”), provided that Zapier (i) shall enter into an agreement with the provision of the Services except in accordance with this Section 5. Any such its Sub-processors will be permitted Processors that imposes on the Sub-Processors obligations regarding the Processing of Personal Information that are at least as protective of Personal Information as those that apply to obtain Zapier hereunder, including requiring the Sub-Processors to only process Personal Data only Information to deliver the services Bluecore has retained them extent required to provideperform the obligations sub-contracted to them, and are prohibited from using Personal Data for any other purpose. Bluecore will have a written agreement with each Sub-processor and agrees that any agreement with a Sub-processor will include data protection obligations no less protective than those set out in this DPA. 5.2 Bluecore (ii) shall be remain fully liable for the all obligations subcontracted to, and all acts and omissions of its of, the Sub-processors and compliance with all Processors. Zapier’s current list of Subprocessors is located at xxxxx://xxx.xxxxxx.xxx/help/gdpr Zapier will inform you of any intended changes concerning the obligations addition or replacement of this DPA by such Sub-processors Processors and you will have an opportunity to the same extent Bluecore would be liable if performing the services of each Sub-processor directly under the terms of this DPA. To this end, Bluecore will conduct proper due diligence object to such changes on all Sub-processors to ensure each Sub-process can comply with Data Protection Laws and all applicable terms and conditions of this DPA. 5.3 Customer acknowledges and agrees that Third Party Partners are not Sub-processors and Bluecore assumes no responsibility or liability for the acts or omissions of such Third Party Partners. Sub-processors retained by Bluecore to provide Services for Customer will at all times be deemed Sub-processors of Bluecore and shall not under any circumstance be construed or deemed to be employees or Sub-processors of Customer. 5.4 A list of Bluecore’s authorized Sub-processors is available upon Customer’s request. Bluecore may add additional Sub-processors to this list provided that it gives 30 days’ prior written notification reasonable grounds within ten (10) business days after being notified of the identity engagement of the Sub-processor to Customer and Customer does not Processor. If you object to the appointment within that period. In the event Customer objects to a new Sub-processor, Bluecore as permitted in the preceding sentence, Zapier will use reasonable efforts to make available to Customer you a change in the affected Services Service or recommend a commercially reasonable change to Customer’s your configuration or use of the affected Services Service to avoid Processing of Personal Data by the objected-to new Sub-processor Subprocessor without unreasonably burdening Customeryou. If Bluecore Zapier is unable to make available such change within a reasonable period of time, which shall not exceed thirty (30) days, Customer either party may terminate the Agreement and applicable SOW(s) in respect to those Services component of the Service which cannot be provided by Bluecore Zapier without the use of the objected-to new Sub-processor, processor by providing written notice to Bluecorethe other party. Zapier will refund you any prepaid fees covering the remainder of the term of your subscription following the effective date of termination with respect to such terminated component of the Service, without Bluecore imposing a penalty for such termination on Customer. Customer shall receive a refund of any prepaid fees for the period following the effective date of termination in respect of such terminated Servicesyou.

Sub-processors. 5.1 Bluecore shall not 1. Client acknowledges and agrees that Xxxx may (i) engage third-party its Affiliates and Sub-processors Processors listed in Appendix 5 to this Addendum to access and process Personal Data in connection with the provision Services and (ii) from time to time engage additional third parties for the purpose of providing the Services, including without limitation the processing of Personal Data. By way of this Addendum, Client provides general written authorization to Xxxx to engage Sub-Processors as necessary to perform the Services. 2. A list of Xxxx’x current Sub-Processors (the “List”) will be made available to Client, through a link provided by Xxxx, via email, or through other means made available to Client. Such a List may be updated by Xxxx from time to time. Xxxx provides a mechanism to subscribe to notifications of new Sub-Processors and Client agrees to subscribe to such notifications where available. At least ten (10) days before enabling any third party other than existing Sub-Processors to access or participate in the processing of Personal Data, Xxxx will add such third parties to the List and notify Client. The Client may object to such an engagement by informing Xxxx within ten (10) days of receipt of the aforementioned notice by Xxxx, provided such objection is in writing and based on reasonable grounds relating to data protection. Client acknowledges that certain Sub-Processors are essential to providing the Services except and that objecting to the use of a Sub-Processor may prevent Xxxx from offering the Services to Client. 3. If Client reasonably objects to an engagement in accordance with this Section 5. Any such Sub-processors will be permitted to obtain Personal Data only to deliver the services Bluecore has retained them to provide9.2, and are prohibited from using Personal Data for any other purpose. Bluecore will have a written agreement with each Sub-processor and agrees that any agreement with a Sub-processor will include data protection obligations no less protective than those set out in this DPA. 5.2 Bluecore shall be liable for the acts and omissions of its Sub-processors and compliance with all the obligations of this DPA by such Sub-processors to the same extent Bluecore would be liable if performing the services of each Sub-processor directly under the terms of this DPA. To this end, Bluecore will conduct proper due diligence on all Sub-processors to ensure each Sub-process can comply with Data Protection Laws and all applicable terms and conditions of this DPA. 5.3 Customer acknowledges and agrees that Third Party Partners are Xxxx cannot Sub-processors and Bluecore assumes no responsibility or liability for the acts or omissions of such Third Party Partners. Sub-processors retained by Bluecore to provide Services for Customer will at all times be deemed Sub-processors of Bluecore and shall not under any circumstance be construed or deemed to be employees or Sub-processors of Customer. 5.4 A list of Bluecore’s authorized Sub-processors is available upon Customer’s request. Bluecore may add additional Sub-processors to this list provided that it gives 30 days’ prior written notification of the identity of the Sub-processor to Customer and Customer does not object to the appointment within that period. In the event Customer objects to a new Sub-processor, Bluecore will use reasonable efforts to make available to Customer a change in the affected Services or recommend a commercially reasonable change to Customer’s use of the affected Services to avoid Processing of Personal Data by the objected-to new Sub-processor without unreasonably burdening Customer. If Bluecore is unable to make available such change alternative within a reasonable period of time, which shall not exceed thirty (30) days, Customer Client may terminate the Agreement and applicable SOW(s) in respect to those Services which cannot be provided by Bluecore without discontinue the use of the objected-to new Sub-processor, affected Service by providing written notice to Bluecore, without Bluecore imposing a penalty for such termination on CustomerXxxx. Customer Discontinuation shall receive a refund not relieve Client of any prepaid fees owed to Xxxx under the Agreement. 4. If Client does not object to the engagement of a third party in accordance with Section 9.2 within ten (10) days of notice by Xxxx, that third party will be deemed a Client approved Sub-Processor for the period following purposes of this Addendum. 5. Xxxx will enter into a written agreement with the effective date Sub-Processor imposing on the Sub-Processor data protection obligations comparable to those imposed on Xxxx under this Addendum with respect to the protection of termination in respect Personal Data. In case a Sub-Processor fails to fulfill its data protection obligations under such written agreement with Xxxx, Xxxx will remain liable to Client for the performance of the Sub-Processor’s obligations under such terminated Servicesagreement.

Sub-processors. 5.1 Bluecore shall not Customer authorizes Druva to engage thirdsub-party Data Processors (“Sub-processors in connection with the provision of the Services except Processor”) appointed in accordance with this Section 59. Any such Druva’s engagement of any Sub-processors will Processor shall be permitted pursuant to obtain Personal a written contract binding the Sub-Processor to observe all requirements under applicable Data only to deliver the services Bluecore has retained them to provideProtection Law, and are prohibited from using Personal Data for any other purpose. Bluecore Druva will have a written agreement with each Sub-processor and agrees that any agreement with a Sub-processor will include data protection obligations no less protective than those set out in this DPA. 5.2 Bluecore shall be liable for the acts and omissions of its any Sub-processors and compliance with all the obligations of this DPA by such Sub-processors Processor to the same extent Bluecore would be liable as if performing the services of each Sub-processor directly under the terms of this DPA. To this end, Bluecore will conduct proper due diligence on all Sub-processors to ensure each Sub-process can comply with Data Protection Laws and all applicable terms and conditions of this DPA. 5.3 Customer acknowledges and agrees that Third Party Partners are not Sub-processors and Bluecore assumes no responsibility or liability for the acts or omissions were performed by Druva. Upon written request of such Third Party Partners. the Customer, Druva will provide to Customer an up-to-date list of its current Sub-processors Processors, the current version of which, including Druva Affiliates, is in Annex III. Customer acknowledges that (a) Druva’s Affiliates may be retained by Bluecore to provide Services for Customer will at all times be deemed as Sub-processors of Bluecore Processors and shall not under any circumstance be construed or deemed to be employees or (b) Druva and Druva Affiliates may engage third-party Sub-processors Processors in connection with the provision of Customer. 5.4 A list the Cloud Services, including the Cloud Providers listed in Annex III. Druva shall notify Customer in writing of Bluecore’s authorized any new Sub-processors is available upon Customer’s requestProcessor. Bluecore Where the Standard Contractual Clauses do not apply, Customer may add additional Sub-processors exercise its right to this list provided that it gives 30 days’ prior written notification of the identity of the Sub-processor to Customer and Customer does not object to the appointment use of the new Sub-Processor by notifying Druva in writing within that periodten (10) business days after receipt of Druva’s notice by emailing xxxxxxx@xxxxx.xxx; where the Standard Contractual Clauses apply, refer to Section 14.2 of this Addendum for the time period for the right to object. In the event Customer objects to a new Sub-processorProcessor, Bluecore and that objection is based on reasonable grounds that such Sub- Processor is unable to protect Customer Data in accordance with the terms of the Agreement and this Addendum, Druva will use reasonable efforts to make available to Customer a change in the affected Services or recommend a commercially reasonable change to Customer’s use of the affected Services to avoid Processing of Personal Data by the objected-to new Sub-processor without unreasonably burdening CustomerCloud Services. If Bluecore Druva is unable to make available such change within a reasonable period of time, which shall not exceed thirty (30) daystime period, Customer may terminate the Agreement and applicable SOW(sOrder Form(s) in respect to those Services which cannot be provided by Bluecore without the use of the objected-to new Sub-processor, by providing a written notice to Bluecore, without Bluecore imposing a penalty for such termination on Customer. Customer shall receive a refund of any prepaid fees for the period following the effective date of termination in respect of such terminated ServicesDruva.

Sub-processors. 5.1 Bluecore shall not 3.1 Customer grants Axcient a general authorisation to engage third-party Sub-processors Processors in connection with the provision of the Services except in accordance with this Section 5. Any such Sub-processors will be permitted to obtain Personal Data only to deliver the services Bluecore has retained them to provideServices.. Upon Customer’s request, and are prohibited from using Personal Data for any other purpose. Bluecore will have a written agreement with each Sub-processor and agrees that any agreement Axcient shall provide Customer with a Sub-processor list of Sub- Processors and will include data protection obligations no less protective than those set out in this DPA. 5.2 Bluecore shall be liable for add the acts names of new and omissions of its Sub-processors and compliance with all the obligations of this DPA by such Subreplacement sub-processors to the same extent Bluecore would be liable if performing the services list prior to them starting sub-processing of each Personal Data. If Company has a reasonable objection to any Sub-processor directly under Processor, it shall notify Axcient of such objections in writing within ten (10) days of the terms receiving the list of this DPA. To this end, Bluecore will conduct proper due diligence on all Sub-processors Processors and the parties will seek to ensure each resolve the matter in good faith. If Axcient is reasonably able to provide the Services to Customer in accordance with the MSA without using the Sub-process can comply with Data Protection Laws Processor and all applicable terms and conditions of this DPA. 5.3 Customer acknowledges and agrees that Third Party Partners are not Sub-processors and Bluecore assumes no responsibility or liability for the acts or omissions of such Third Party Partners. Sub-processors retained by Bluecore decides to provide Services for do so, then Customer will at all times be deemed Sub-processors of Bluecore and shall not have no further rights under any circumstance be construed or deemed to be employees or Sub-processors of Customer. 5.4 A list of Bluecore’s authorized Sub-processors is available upon Customer’s request. Bluecore may add additional Sub-processors to this list provided that it gives 30 days’ prior written notification clause 3.1 in respect of the identity proposed use of the Sub-processor to Customer and Customer does not object to the appointment within that periodProcessor. In the event Customer objects to a new Sub-processor, Bluecore will use reasonable efforts to make available to Customer a change in the affected Services or recommend a commercially reasonable change to Customer’s If Axcient requires use of the affected Services to avoid Processing of Personal Data by the objected-to new Sub-processor without unreasonably burdening Customer. If Bluecore Processor in its discretion and is unable to make available such change satisfy Customer as to the suitability of the Sub-Processor or the documentation and protections in place between Customer and the Sub-Processor within a reasonable ninety (90) days from Customer's notification of objections, Customer may within thirty (30) days following the end of the ninety (90) day period of timereferred to above, which shall not exceed terminate the MSA or the applicable services (as Customer may decide) with at least thirty (30) days, ' written notice. If Customer does not provide a timely objection to any new or replacement Sub-Processor in accordance with this clause 3.1 Customer will be deemed to have consented to the Sub-Processor and waived its right to object. Axcient may terminate use a new or replacement Sub-Processor whilst the Agreement and applicable SOW(s) objection procedure in respect this clause 3.1 is in process. 3.2 Axcient shall ensure that any sub-processor it engages to provide an aspect of the Services on its behalf in connection with this Addendum does so only on the basis of a written contract which imposes on such sub- processor terms substantially equivalent to those Services which cannot be provided imposed on Axcient in this Addendum (the "Relevant Terms"). Axcient shall procure the performance by Bluecore without the use such sub-processor of the objected-Relevant Terms and shall be liable to new Sub-processor, Customer for any breach by providing written notice to Bluecore, without Bluecore imposing a penalty for such termination on Customer. Customer shall receive a refund person of any prepaid fees for of the period following the effective date of termination in respect of such terminated ServicesRelevant Terms.

Sub-processors. 5.1 Bluecore shall not Mindbaz may engage third-party another processor (hereinafter "the Sub-processors Processor") to conduct specific processing activities in connection with the provision of the Services except Contract. The list of current Sub-Processors is available on the following page: xxxxx://xxx.xxxxxxx.xxx/en/gdpr/. Mindbaz shall inform the Client by email beforehand of any change concerning the addition or replacement of Sub-Processors(s) in accordance with this Section 5order to allow the Client to object to these changes. Any such Subobjection must be duly justified and promptly addressed by the Client. The Client has a minimum timeframe of ten (10) working days from the date on which it receives said information to object thereto. Such sub-processors will be permitted to obtain Personal Data only to deliver contracting is possible where the services Bluecore Client has retained them to provide, and are prohibited from using Personal Data for any other purposenot objected thereto within the agreed timeframe. Bluecore will have a written agreement with each Sub-processor and agrees that any agreement with a Sub-processor will include data protection obligations no less protective than those set out in this DPA. 5.2 Bluecore shall be liable for If the acts and omissions of its Sub-processors and compliance with all the obligations of this DPA by such Sub-processors to the same extent Bluecore would be liable if performing the services of each Sub-processor directly under the terms of this DPA. To this end, Bluecore will conduct proper due diligence on all Sub-processors to ensure each Sub-process can comply with Data Protection Laws and all applicable terms and conditions of this DPA. 5.3 Customer acknowledges and agrees that Third Party Partners are not Sub-processors and Bluecore assumes no responsibility or liability for the acts or omissions of such Third Party Partners. Sub-processors retained by Bluecore to provide Services for Customer will at all times be deemed Sub-processors of Bluecore and shall not under any circumstance be construed or deemed to be employees or Sub-processors of Customer. 5.4 A list of Bluecore’s authorized Sub-processors is available upon Customer’s request. Bluecore may add additional Sub-processors to this list provided that it gives 30 days’ prior written notification of the identity of the Sub-processor to Customer and Customer does not object to the appointment within that period. In the event Customer Client objects to a new Sub-processor, Bluecore will use reasonable efforts to make available to Customer a change in Processor and the affected Services or recommend a commercially reasonable change to Customer’s provision of the Contract cannot be provided without the use of this objected Sub-Processor, Mindbaz and the affected Services to avoid Processing Client may terminate: • The Contract, if the entire Contract cannot be provided without the use of Personal Data by the objected-to this objected new Sub-processor Processor ; or • The part of the Contract relating to the service that cannot reasonably be provided without unreasonably burdening Customerthe use of this objected new Sub-Processor. If Bluecore is unable The Contract may be terminated by registered letter with acknowledgement of receipt subject to make available such change within a reasonable period of time, which shall not exceed thirty (30) days' notice from the date of dispatch of the said letter, Customer may terminate as evidenced by the Agreement and applicable SOW(s) in respect to those Services which postmark. The sums due for services already performed cannot be provided contested by Bluecore without the use Client. Mindbaz undertakes to enter into a legal agreement with the Sub-Processor and to impose the same obligations as those applicable to Mindbaz under this DPA. If the Sub-Processor does not fulfil his data protection obligations, Mindbaz shall remain fully liable to the Client for the performance by the Sub-Processor of his obligations. The Sub-Processor is obliged to comply with the obligations hereunder on behalf of and on instructions from the Client. It is the Mindbaz’s responsibility to ensure that the Sub-Processor provides the same sufficient guarantees to implement appropriate technical and organisational measures in such a manner that processing meets the requirements of the objected-to new GDPR. Where the Sub-processorProcessor fails to fulfil its data protection obligations, by providing written notice Mindbaz remains fully liable with regard to Bluecore, without Bluecore imposing a penalty for such termination on Customer. Customer shall receive a refund of any prepaid fees the Client for the period following the effective date Sub-Processor's performance of termination in respect of such terminated Servicesits obligations.