Common use of Transfer mechanisms for data transfers Clause in Contracts

Transfer mechanisms for data transfers. (a) Workzoom shall not transfer European Data to any country or recipient not recognized as providing an adequate level of protection for Personal Data (within the meaning of applicable European Data Protection Laws), unless it first takes all such measures as are necessary to ensure the transfer is in compliance with applicable European Data Protection Laws. Such measures may include (without limitation) transferring such data to a recipient that is covered by a suitable framework or other legally adequate transfer mechanism recognized by the relevant authorities or courts as providing an adequate level of protection for Personal Data, to a recipient that has achieved binding corporate rules authorization in accordance with European Data Protection Laws, or to a recipient that has executed appropriate standard contractual clauses in each case as adopted or approved in accordance with applicable European Data Protection Laws. (b) You acknowledge that in connection with the performance of the Subscription Services, Workzoom is a recipient of European Data in Canada. The parties agree to abide by and process European Data in compliance with the Standard Contractual Clauses. (c) The parties agree that for the purposes of the Standard Contractual Clauses, (i) Workzoom will be the "data importer" and Client will be the "data exporter" (on behalf of itself and Permitted Affiliates); (ii) the Annexes of the Standard Contractual Clauses shall be populated with the relevant information set out in Annex 1 and Annex 2 of this DPA; (iii) if and to the extent the Standard Contractual Clauses conflict with any provision of this DPA, the Standard Contractual Clauses will prevail to the extent of such conflict. (d) To the extent that and for so long as the Standard Contractual Clauses as implemented in accordance with this DPA cannot be relied on by the parties to lawfully transfer Personal Data in compliance with the UK GDPR, the applicable standard data protection clauses issued, adopted or permitted under the UK GDPR shall be incorporated by reference, and the annexes, appendices or tables of such clauses shall be deemed populated with the relevant information set out in Annex 1 and Annex 2 of this DPA. (e) If for any reason Workzoom cannot comply with its obligations under the Standard Contractual Clauses or is in breach of any warranties under the Standard Contractual Clauses, and you intend to suspend the transfer of European Data to Workzoom or terminate the Standard Contractual Clauses, you agree to provide us with reasonable notice to enable us to cure such non-compliance and reasonably cooperate with us to identify what additional safeguards, if any, may be implemented to remedy such non-compliance. If we have not or cannot cure the non-compliance, you may suspend or terminate the affected part of the Subscription Service in accordance with the Agreement without liability to either party (but without prejudice to any fees you have incurred prior to such suspension or termination).

Transfer mechanisms for data transfers. (aA) Workzoom DealRoom shall not transfer European Data to any country or recipient not recognized as providing an adequate level of protection for Personal Data (within the meaning of applicable European Data Protection Laws), unless it first takes all such measures as are necessary to ensure the transfer is in compliance with applicable European Data Protection Laws. Such measures may include (without limitation) transferring such data to a recipient that is covered by a suitable framework or other legally adequate transfer mechanism recognized by the relevant authorities or courts as providing an adequate level of protection for Personal Data, to a recipient that has achieved binding corporate rules authorization in accordance with European Data Protection Laws, or to a recipient that has executed appropriate standard contractual clauses in each case as adopted or approved in accordance with applicable European Data Protection Laws. (bB) You acknowledge that in connection with the performance of the Subscription Services, Workzoom DealRoom, Inc. is a recipient of European Data in Canadathe United States. The parties acknowledge and agree the following: (a) Standard Contractual Clauses: DealRoom, Inc. agrees to abide by and process European Data in compliance with the Standard Contractual Clauses. (cb) Privacy Shield: Although DealRoom, Inc. does not rely on the EU-US Privacy Shield as a legal basis for transfers of Personal Data in light of the judgment of the Court of Justice of the EU in Case C-311/18, for as long as DealRoom, Inc. is self-certified to the Privacy Shield DealRoom Inc will process European Data in compliance with the Privacy Shield Principles and let you know if it is unable to comply with this requirement. (C) The parties agree that (i) purely for the purposes of the descriptions in the Standard Contractual Clauses, (i) Workzoom DealRoom, Inc. will be deemed the "data importer" and Client will be deemed the "data exporter" (notwithstanding that you may yourself be located outside Europe and/or be acting as a processor on behalf of itself and Permitted Affiliatesthird party controllers); , (ii) notwithstanding the Annexes foregoing, where the DealRoom contracting entity under the Agreement is not DealRoom, Inc., You provide such contracting entity with a mandate to enter into the Standard Contractual Clauses with DealRoom, Inc. in its name and on its behalf, such contracting entity (not DealRoom, Inc.) will remain fully and solely responsible and liable to you for the performance of the Standard Contractual Clauses shall be populated with by DealRoom, Inc., and you will direct any instructions, claims or enquiries in relation to the relevant information set out in Annex 1 Standard Contractual Clauses to such contracting entity; and Annex 2 of this DPA; (iii) if and to the extent the Standard Contractual Clauses (where applicable) conflict with any provision of this DPA, the Standard Contractual Clauses will prevail to the extent of such conflict. (d) To the extent that and for so long as the Standard Contractual Clauses as implemented in accordance with this DPA cannot be relied on by the parties to lawfully transfer Personal Data in compliance with the UK GDPR, the applicable standard data protection clauses issued, adopted or permitted under the UK GDPR shall be incorporated by reference, and the annexes, appendices or tables of such clauses shall be deemed populated with the relevant information set out in Annex 1 and Annex 2 of this DPA. (e) If for any reason Workzoom cannot comply with its obligations under the Standard Contractual Clauses or is in breach of any warranties under the Standard Contractual Clauses, and you intend to suspend the transfer of European Data to Workzoom or terminate the Standard Contractual Clauses, you agree to provide us with reasonable notice to enable us to cure such non-compliance and reasonably cooperate with us to identify what additional safeguards, if any, may be implemented to remedy such non-compliance. If we have not or cannot cure the non-compliance, you may suspend or terminate the affected part of the Subscription Service in accordance with the Agreement without liability to either party (but without prejudice to any fees you have incurred prior to such suspension or termination).

Transfer mechanisms for data transfers. (aA) Workzoom Repsly shall not transfer European Data to any country or recipient not recognized as providing an adequate level of protection for Personal Data Information (within the meaning of applicable European Data Protection Laws), unless it first takes all such measures as are necessary to ensure the transfer is in compliance with applicable European Data Protection Laws. Such measures may include (without limitation) transferring such data to a recipient that is covered by a suitable framework or other legally adequate transfer mechanism recognized by the relevant authorities or courts as providing an adequate level of protection for Personal DataInformation, to a recipient that has achieved binding corporate rules authorization in accordance with European Data Protection Laws, or to a recipient that has executed appropriate standard contractual clauses in each case as adopted or approved in accordance with applicable European Data Protection Lawsthe Standard Contractual Clauses. (bB) You acknowledge that in connection with the performance of the Subscription ServicesService, Workzoom Repsly is a recipient of European Data in Canadathe United States. The parties acknowledge and agree to abide by and process European Data in compliance with the following: (a) Standard Contractual Clauses: Repsly shall execute the Standard Contractual ClausesClauses (and/or any successor standard contractual clauses issued by the EU Commission) in the event that Customer’s Personal Information is transferred to: (i) the United States or (ii) other countries outside the EEA that are not recognized by the EU Commission as providing adequate protection pursuant to Article 45 of the GDPR. (cb) The parties agree that (i) purely for the purposes of the descriptions in the Standard Contractual Clauses, (i) Workzoom Repsly will be deemed the "data importer" and Client Customer will be deemed the "data exporter" (notwithstanding that you may yourself be located outside Europe and/or be acting as a processor on behalf of itself third party controllers), and Permitted Affiliates); (ii) the Annexes of the Standard Contractual Clauses shall be populated with the relevant information set out in Annex 1 and Annex 2 of this DPA; (iii) if and to the extent the Standard Contractual Clauses (where applicable) conflict with any provision of this DPA, the Standard Contractual Clauses will prevail to the extent of such conflict. (d) To . “Technical and organisational measures including technical and organisational measures to ensure the extent that and for so long as security of the Standard Contractual Clauses as implemented data are described in accordance with this DPA cannot be relied on by the parties to lawfully transfer Personal Data in compliance with the UK GDPR, the applicable standard data protection clauses issued, adopted or permitted under the UK GDPR shall be incorporated by reference, and the annexes, appendices or tables of such clauses shall be deemed populated with the relevant information set out in Annex 1 and Annex 2 of this DPAthe Data Processing Addendum, available at xxxxx://xxx.xxxxxx.xxx/legal. (e) If for any reason Workzoom cannot comply with its obligations under the Standard Contractual Clauses or is in breach of any warranties under the Standard Contractual Clauses, and you intend to suspend the transfer of European Data to Workzoom or terminate the Standard Contractual Clauses, you agree to provide us with reasonable notice to enable us to cure such non-compliance and reasonably cooperate with us to identify what additional safeguards, if any, may be implemented to remedy such non-compliance. If we have not or cannot cure the non-compliance, you may suspend or terminate the affected part of the Subscription Service in accordance with the Agreement without liability to either party (but without prejudice to any fees you have incurred prior to such suspension or termination).”

Transfer mechanisms for data transfers. (a) Workzoom a. Power Diary shall not transfer European Data to any country or recipient not recognized as providing an adequate level of protection for Personal Data (within the meaning of applicable European Data Protection Laws), unless it first takes all such measures as are necessary to ensure the transfer is in compliance with applicable European Data Protection Laws. Such measures may include (without limitation) transferring such data to a recipient that is covered by a suitable framework or other legally adequate transfer mechanism recognized by the relevant authorities or courts as providing an adequate level of protection for Personal Data, to a recipient that has achieved binding corporate rules authorization in accordance with European Data Protection Laws, or to a recipient that has executed appropriate standard contractual clauses in each case as adopted or approved in accordance with applicable European Data Protection Laws. (b) b. You acknowledge that in connection with the performance of the Subscription Services, Workzoom Power Diary Pty Ltd. is a recipient of European Data in CanadaAustralia. The parties acknowledge and agree the following: i. Standard Contractual Clauses: The parties agree to abide by and process European Data in compliance with the Standard Contractual Clauses. (c) ii. The parties agree that for the purposes of the Standard Contractual Clauses, (i) Workzoom Power Diary Pty Ltd. will be the "data importer" and Client Customer will be the "data exporter" (on behalf of itself and Permitted Affiliates); (ii) the Annexes of the Standard Contractual Clauses shall be populated with the relevant information set out in Annex 1 and Annex 2 of this DPA; (iii) if and to the extent the Standard Contractual Clauses conflict with any provision of this DPA, the Standard Contractual Clauses will prevail to the extent of such conflict. (d) iii. To the extent that and for so long as the Standard Contractual Clauses as implemented in accordance with this DPA cannot be relied on by the parties to lawfully transfer Personal Data in compliance with the UK GDPR, the applicable standard data protection clauses issued, adopted or permitted under the UK GDPR shall be incorporated by reference, and the annexes, appendices or tables of such clauses shall be deemed populated with the relevant information set out in Annex 1 and Annex 2 of this DPA. (e) iv. If for any reason Workzoom Power Dairy cannot comply with its obligations under the Standard Contractual Clauses or is in breach of any warranties under the Standard Contractual Clauses, and you intend to suspend the transfer of European Data to Workzoom Power Dairy or terminate the Standard Contractual Clauses, you agree to provide us with reasonable notice to enable us to cure such non-compliance and reasonably cooperate with us to identify what additional safeguards, if any, may be implemented to remedy such non-compliance. If we have not or cannot cure the non-compliance, you may suspend or terminate the affected part of the Subscription Service in accordance with the Agreement without liability to either party (but without prejudice to any fees you have incurred prior to such suspension or termination).

Transfer mechanisms for data transfers. (aA) Workzoom Acalvio shall not transfer European Data to any country or recipient not recognized as providing an adequate level of protection for Personal Data (within the meaning of applicable European Data Protection Laws), unless it first takes all such measures as are necessary to ensure the transfer is in compliance with applicable European Data Protection Laws. Such measures may include (without limitation) transferring such data to a recipient that is covered by a suitable framework or other legally adequate transfer mechanism recognized by the relevant authorities or courts as providing an adequate level of protection for Personal Data, to a recipient that has achieved binding corporate rules authorization in accordance with European Data Protection Laws, or to a recipient that has executed appropriate standard contractual clauses in each case as adopted or approved in accordance with applicable European Data Protection Laws. (bB) You acknowledge Customer acknowledges that in connection with the performance of the Subscription ServicesShadowPlex deployment, Workzoom Acalvio is a recipient of European Data in Canadathe United States. The parties acknowledge and agree the following: (a) Standard Contractual Clauses: Acalvio agrees to abide by and process European Data in compliance with the Standard Contractual Clauses. (cb) Privacy Shield: Although Acalvio does not rely on the EU-ACALVIO Privacy Shield as a legal basis for transfers of Personal Data in light of the judgment of the Court of Justice of the EU in Case C-311/18, for as long as Acalvio is self-certified to the Privacy Shield Acalvio will process European Data in compliance with the Privacy Shield Principles and let Customer know if it is unable to comply with this requirement. (C) The parties agree that (i) purely for the purposes of the descriptions in the Standard Contractual Clauses, (i) Workzoom Acalvio will be deemed the "data importer" and Client Customer will be deemed the "data exporter" (notwithstanding that Customer may yourself be located outside Europe and/or be acting as a processor on behalf of itself and Permitted Affiliatesthird party controllers); , (ii) notwithstanding the Annexes foregoing, where the Acalvio contracting entity under the Agreement is not Acalvio, Customer provides such contracting entity with a mandate to enter into the Standard Contractual Clauses with Acalvio in its name and on its behalf, such contracting entity (not Acalvio ) will remain fully and solely responsible and liable to Customer for the performance of the Standard Contractual Clauses shall be populated with by Acalvio , and Customer will direct any instructions, claims or enquiries in relation to the relevant information set out in Annex 1 Standard Contractual Clauses to such contracting entity; and Annex 2 of this DPA; (iii) if and to the extent the Standard Contractual Clauses (where applicable) conflict with any provision of this DPA, the Standard Contractual Clauses will prevail to the extent of such conflict. (d) To the extent that and for so long as the Standard Contractual Clauses as implemented in accordance with this DPA cannot be relied on by the parties to lawfully transfer Personal Data in compliance with the UK GDPR, the applicable standard data protection clauses issued, adopted or permitted under the UK GDPR shall be incorporated by reference, and the annexes, appendices or tables of such clauses shall be deemed populated with the relevant information set out in Annex 1 and Annex 2 of this DPA. (e) If for any reason Workzoom cannot comply with its obligations under the Standard Contractual Clauses or is in breach of any warranties under the Standard Contractual Clauses, and you intend to suspend the transfer of European Data to Workzoom or terminate the Standard Contractual Clauses, you agree to provide us with reasonable notice to enable us to cure such non-compliance and reasonably cooperate with us to identify what additional safeguards, if any, may be implemented to remedy such non-compliance. If we have not or cannot cure the non-compliance, you may suspend or terminate the affected part of the Subscription Service in accordance with the Agreement without liability to either party (but without prejudice to any fees you have incurred prior to such suspension or termination).