Common use of Transfer mechanisms for data transfers Clause in Contracts

Transfer mechanisms for data transfers. (A) Raindrop 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, Raindrop Systems, Inc. is a recipient of European Data in the United States. The parties acknowledge and agree the following: (a) Standard Contractual Clauses: Raindrop Systems, Inc. agrees to abide by and process European Data in compliance with the Standard Contractual Clauses. (b) Privacy Shield: Although Raindrop Systems, 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 Raindrop Systems, Inc. is self-certified to the Privacy Shield Raindrop 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, Raindrop Systems, Inc. will be deemed the "data importer" and 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 third party controllers), (ii) notwithstanding the foregoing, where the Raindrop contracting entity under the Agreement is not Raindrop Systems, Inc., You provide such contracting entity with a mandate to enter into the Standard Contractual Clauses with Raindrop Systems, Inc. in its name and on its behalf, such contracting entity (not Raindrop Systems, Inc.) will remain fully and solely responsible and liable to you for the performance of the Standard Contractual Clauses by Raindrop Systems, Inc., and you will direct any instructions, claims or enquiries in relation to the Standard Contractual Clauses to such contracting entity; and (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.

Transfer mechanisms for data transfers. (A) Raindrop HubSpot 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, Raindrop SystemsHubSpot, Inc. is a recipient of European Data in the United States. The parties acknowledge and agree the following: (a) Standard Contractual Clauses: Raindrop Systems, Inc. agrees The parties agree to abide by and process European Data in compliance with the Standard Contractual Clauses. (b) Privacy Shield: Although Raindrop SystemsHubSpot, 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 Raindrop SystemsHubSpot, Inc. is self-certified to the Privacy Shield Raindrop HubSpot 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, Raindrop Systems(i) HubSpot, Inc. will be deemed the "data importer" and 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 third party controllers), (ii) notwithstanding the foregoing, where the Raindrop HubSpot contracting entity under the Agreement is not Raindrop SystemsHubSpot, Inc., You provide such contracting entity with a mandate to enter into the Standard Contractual Clauses with Raindrop Systems, Inc. in its name and on its behalf, such contracting entity (not Raindrop SystemsHubSpot, Inc.) will remain fully and solely responsible and liable to you for the performance of the Standard Contractual Clauses by Raindrop SystemsHubSpot, Inc., and you will direct any instructions, claims or enquiries in relation to the Standard Contractual Clauses to such contracting entity; and (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.

Transfer mechanisms for data transfers. (A) Raindrop HubSpot 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 DocuSign Envelope ID: 8FA8B10C-C4DE-427D-9466-DBB9ACDC5D06 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, Raindrop SystemsHubSpot, Inc. is a recipient of European Data in the United States. The parties acknowledge and agree the following: (a) Standard Contractual Clauses: Raindrop SystemsHubSpot, Inc. agrees to abide by and process European Data in compliance with the Standard Contractual Clauses. (b) Privacy Shield: Although Raindrop SystemsHubSpot, 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 Raindrop SystemsHubSpot, Inc. is self-certified to the Privacy Shield Raindrop HubSpot 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, Raindrop SystemsHubSpot, Inc. will be deemed the "data importer" and 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 third party controllers), (ii) notwithstanding the foregoing, where the Raindrop HubSpot contracting entity under the Agreement is not Raindrop SystemsHubSpot, Inc., You provide such contracting entity with a mandate to enter into the Standard Contractual Clauses with Raindrop SystemsHubSpot, Inc. in its name and on its behalf, such contracting entity (not Raindrop SystemsHubSpot, Inc.) will remain fully and solely responsible and liable to you for the performance of the Standard Contractual Clauses by Raindrop SystemsHubSpot, Inc., and you will direct any instructions, claims or enquiries in relation to the Standard Contractual Clauses to such contracting entity; and (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.

Transfer mechanisms for data transfers. (A) Raindrop HubSpot 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, Raindrop SystemsHubSpot, Inc. is a recipient of European Data in the United States. The parties acknowledge and agree the following: (a) Standard Contractual Clauses: Raindrop Systems, Inc. agrees The parties agree to abide by and process European Data in compliance with the Standard Contractual Clauses. (b) Privacy Shield: Although Raindrop SystemsHubSpot, 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 Raindrop SystemsHubSpot, Inc. is self-certified to the Privacy Shield Raindrop HubSpot 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, Raindrop Systems(i) HubSpot, Inc. will be deemed the "data importer" and 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 third party controllersitself and Permitted Affiliates), ; (ii) notwithstanding the foregoing, 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) where the Raindrop HubSpot contracting entity under the Agreement is not Raindrop SystemsHubSpot, Inc., You provide such contracting entity with a mandate to enter into the Standard Contractual Clauses with Raindrop Systems, Inc. in its name and on its behalf, such contracting entity (not Raindrop SystemsHubSpot, Inc.) will remain fully and solely DocuSign Envelope ID: 1A08F25F-AA85-44CB-9938-9904100C1242 responsible and liable to you for the performance of the Standard Contractual Clauses by Raindrop SystemsHubSpot, Inc., and you will direct any instructions, claims or enquiries in relation to the Standard Contractual Clauses to such contracting entity; and (iiiiv) 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 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 HubSpot cannot comply with its obligations under the Standard Contractual Clauses or is breach of any warranties under the Standard Contractual Clauses, and you intend to suspend the transfer of European Data to HubSpot 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) Raindrop HubSpot 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 DocuSign Envelope ID: A449B22A-B813-4D13-AC41-663047786B38 DocuSign Envelope ID: 8FA8B10C-C4DE-427D-9466-DBB9ACDC5D06 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, Raindrop SystemsHubSpot, Inc. is a recipient of European Data in the United States. The parties acknowledge and agree the following: (a) Standard Contractual Clauses: Raindrop SystemsHubSpot, Inc. agrees to abide by and process European Data in compliance with the Standard Contractual Clauses. (b) Privacy Shield: Although Raindrop SystemsHubSpot, 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 Raindrop SystemsHubSpot, Inc. is self-certified to the Privacy Shield Raindrop HubSpot 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, Raindrop SystemsHubSpot, Inc. will be deemed the "data importer" and 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 third party controllers), (ii) notwithstanding the foregoing, where the Raindrop HubSpot contracting entity under the Agreement is not Raindrop SystemsHubSpot, Inc., You provide such contracting entity with a mandate to enter into the Standard Contractual Clauses with Raindrop SystemsHubSpot, Inc. in its name and on its behalf, such contracting entity (not Raindrop SystemsHubSpot, Inc.) will remain fully and solely responsible and liable to you for the performance of the Standard Contractual Clauses by Raindrop SystemsHubSpot, Inc., and you will direct any instructions, claims or enquiries in relation to the Standard Contractual Clauses to such contracting entity; and (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.