Data Processing Addendum

This is a Data Processing Addendum that includes Exhibits and Appendices (“DPA”) forms that are a part of the Master Subscription Agreement available at policies@eventually.com , unless you have entered into a superseding written agreement with Eventually.com, in which case, it forms a part of such written agreement (in either case, it is the “Agreement”).

By signing the agreement, you (as such term is defined in the Agreement) have entered into this DPA on behalf of yourself. Also, to the extent required under applicable Data Protection Laws, in the name and on behalf of your Authorized Affiliates, if and to the extent Eventually.com processes Personal Data for which such Authorized Affiliates qualify as the Controller. Under this DPA Document only, as also where it has been mentioned otherwise, the term "you" shall include you and your Authorized Affiliates. All capitalized terms not defined herein shall have the same meaning set forth in the Agreement.

While providing services as listed in the Agreement, Eventually.com may also process personal data on your behalf and the parties agree to abide with the terms and conditions in this DPA in connection with such above mentioned ‘Personal Data’.

How to execute this DPA?

  • This DPA has been divided into two parts: the main body, and Schedules 1 and 2.
  • This DPA has been pre-signed on behalf of Eventually.com. Schedule 2, section 1 has been pre-signed by Eventually.com, Inc. as the data importer. Kindly note that the contracting entity under this Agreement may be a different entity to Eventually.com, Inc.
  • To complete this DPA, you must:
    • Input the information in the signature box and sign on Page 9.
    • Send the completed and signed DPA to Eventually.com by email, to policies@eventually.com.

On receipt of the completed DPA by Eventually.com at the above email address, this DPA will become legally binding.

For the avoidance of double, signature of the DPA on Page 6 shall be deemed to constitute signature and acceptance of the Standard Contractual Clauses including Schedule 2.

How this DPA applies?

If the entity signing this DPA is a party to the Agreement, this DPA is an addendum to and also forms part of the Agreement. In such case, Eventually.com as an entity that is party to the Agreement is party to this DPA.

If the entity signing this DPA has executed an Order Form with Eventually.com or its Affiliate pursuant to the Agreement, but is itself not a party to the Agreement, this DPA is an addendum to that Order Form and applicable renewal Order Forms; and the Eventually.com entity that is party to such Order Form is party to this DPA.

If the entity signing this DPA is neither a party to an Order Form nor the Agreement, this DPA is not valid and is not legally binding. Such entity should request that the entity who is a party to the Agreement executes this DPA.

This DPA shall not replace any comparable or additional rights relating to processing of your data contained in your Agreement (including any existing data processing addendum to the Agreement).

Data processing terms

“Affiliate” equals a directly or indirectly controlling entity, or is controlled by or is under common control with the subject entity. “Control” is direct or indirect ownership of greater than 50% of the voting interests of the subject entity.

“Authorized Affiliate” equals any of your Affiliate(s) which (a) is subject to the data protection laws and regulations of the U.S., European Union, the European Economic Area and/or their member states, Switzerland and/or the United Kingdom, and (b) is permitted to use the Offerings pursuant to the Agreement between you and Eventually.com, but has not signed its own Order Form with Eventually.com and is not "you" as defined under the Agreement.

“CCPA” equals the California Consumer Privacy Act, Cal. Civ. Code§ 1798.100 et seq., and its implementing regulations.

“Controller” equals the entity which states the objectives and the ways of the processing Personal Data.

“Data Protection Laws and Regulations” equals all applicable laws and regulations, including those of the European Union, the European Economic Area and their member states, Switzerland, the United Kingdom and the United States and its states, applicable to the processing and usage of Personal Data under the Agreement as revised on a periodic basis.

“Data Subject” equals the identified or identifiable person to whom the Personal Data relates to

“Europe” equals the European Union, the European Economic Area, Switzerland, and the United Kingdom.

“Eventually.com Applications” equals the online, cloud-based application and software platform(s) offered by Eventually.com and licensed by you.

“Eventually.com Group” equals Eventually.com and its Affiliates engaged in the processing of Personal Data.

“GDPR” equals the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).

“Non-Automated Review Campaign “equals the non-Eventually.com Application-based review campaign service offered by the Data Processor whereby Data Controller shares its customer contact details for the limited purpose of Data Processor preparing and sending emails to such Data Controller contacts and requesting that such contact write a review of Data Controller’s products or services on Data Processor’s publicly-available website.

“Personal Data” or "Personal Information “equals any information describing or relating to (i) an identified or identifiable natural person or household and, (ii) an identified or identifiable legal entity (where such information is protected similarly as personal data or personally identifiable information under applicable Data Protection Laws and Regulations), where for each (i) or (ii), such data is your Data.

“Processing” equals any operation or set of operations that is executed upon Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.

“Processor” equals the party which processes Personal Data on behalf of the Controller, including as applicable any "Service Provider" as that term is mentioned by the CCPA.

“Security and Privacy Documentation” means the Security and Privacy documentation applicable to the specific services and offerings licensed by you, as revised from time to time, and made available HERE.

“Standard Contractual Clauses” equals Standard Contractual Clauses for the transfer of Personal Data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and the Council approved by European Commission Implementing Decision (EU) 2021/914 of 4 June 2021, as currently set out at https://eur-lex.europa.eu/eli/dec_impl/2021/914/oj .

“Sub-processor” equals any Processor engaged by Eventually.com or a member of the Eventually.com Group.

“Supervisory Authority” equals an independent public authority which is established by an EU Member State pursuant to the GDPR. “You” stands for the entity that has accepted the Agreement along with its Affiliates that have signed the Order Forms.

“Your Data” has the same meaning as defined in the Agreement, provided that such data is electronic data and information submitted by or for you to the offerings. This DPA does not apply to Eventually.com Content, Non-Eventually.com Applications and/or Research Insights, as each is mentioned in the Agreement.

Processing of personal data.

Roles of the Parties The parties agree upon that with regards to the processing of Personal Data, you are the Controller, Eventually.com is the Processor or Service Provider, as applicable, and that Eventually.com or members of the Eventually.com Group will engage Sub-processors pursuant to the requirements set forth in Section 5 “Sub-Processors” below.

Your Processing of Personal Data. You will, or while using the services and offerings process Personal Data as per the requirements listed down by the Data Protection Laws and Regulations, inclusive of any applicable requirement to provide notice to Data Subjects of the use of Eventually.com as Processor. To eliminate doubt, your instructions for the processing of Personal Data shall abide with the Data Protection Laws and Regulations. You will have the sole responsibility for the accuracy, quality, and legality of Personal Data and the means by which you procure Personal Data. You specifically agree that your use of the services and offerings will not violate the rights of any Data Subject that has opted-out from sales or other disclosures of Personal Data, to the extent applicable under the CCPA.

Eventually.com’s processing of Personal Data. Eventually.com shall consider Personal Data as confidential information and assures that it shall process, retain, use or disclose Personal Data on behalf of and only in sync with your documented instructions for the following specific objectives: (i) Processing in accordance with the Agreement and applicable Order Form(s); (ii) Processing initiated by Users in their use of the Offerings; and (iii) Processing to abide with other documented reasonable instructions provided by you (e.g., via email or support ticket) where such instructions are relevant to the terms of the Agreement. It is agreed upon that Eventually.com will not sell, rent, reveal, release, transfer or make available personal information to a third party for monetary or other valuable considerations. Eventually

Details of the Processing. When detailing the subject-matter of processing of Personal Data by Eventually.com, there are the provisions of the services and offerings that involve the processing of Personal Data. For each offering for which processing is part of, the time duration of the processing, the nature and objective of the processing, the varied types of Personal Data and categories of Data Subjects processed under this DPA are further detailed in Exhibit A to this DPA (“Details of Processing/Transfer”). You agree that, in each and every instance or example where you provide, submit, or transfer any of your Data to Eventually.com for processing, such provision, submission or transfer does not constitute a "sale" as per the term defined in the CCPA.

Rights of data subjects

Eventually.com to the extent legally permitted, will immediately notify you if Eventually.com receives a request from a Data Subject to exercise the Data Subject's right of access, right to rectification, restriction of Processing, erasure (“right to be forgotten”), data portability, object to the Processing, or its right not to be subject to an automated individual decision making, each such request being a “Data Subject Request”. Considering the nature of processing,, Eventually.com shall provide guidance via appropriate technical and organizational measures, for the compliance of your obligation to respond to a Data Subject Request under Data Protection Laws and Regulations. Moreover, to the extent you, in your use of the offerings, do not have the capability to address a Data Subject Request, Eventually.com shall upon your request provide commercially reasonable efforts to help and guide you in responding to such Data Subject request, to the extent Eventually.com is legally permitted to do so and the response to such Data Subject request is mandated under Data Protection Laws and Regulations. To the extent legally permitted, you shall be responsible for any costs arising from Eventually.com’s provision of such help and guidance.

Eventually.com Personnel

Confidentiality: Eventually.com shall make sure that its team engaged in the processing of Personal Data are made known of the confidential nature of your Personal Data, and have received appropriate training on their roles & responsibilities and have understood and executed written confidentiality agreements. Eventually.com shall make sure that such confidentiality promises survive till the termination of the personnel engagement.

Reliability: Eventually.com will take commercially relevant action to make sure about the reliability of any Eventually.com team member engaged in the processing of Personal Data.

Limitation of Access: It shall be ensured that Eventually.com's access to Personal Data is limited to those team members who are important to provide the services and offerings.

Data Protection Officer: Eventually.com has appointed a data protection officer. The appointed person may be reached at policies@eventually.com.

Sub-processors

Appointment of Sub-processors. You agree that (a) Eventually.com’s Affiliates may be retained as Sub-processors and (b) Eventually.com and Eventually.com’s Affiliates respectively may engage third-party Sub-processors in connection with the provision of the offerings. Eventually.com or a Eventually.com Affiliate will enter into a written agreement with each Sub-processor containing data protection rules and regulations not less protective than those in this Agreement with respect to the protection of your Data to the extent applicable to the nature of the services provided by such Sub-processor.

List of Current Sub-processors and Notification of New Sub-processors. Eventually.com shall make known to you the current list of Sub-processors for the applicable offering(s). The Sub-processor lists will encompass the identities of those Sub-processors and their countrywide locations. To access this information, you can also write to policies@eventually.com.. You will also find a mechanism to subscribe to notifications of new Sub-processors, to which you shall subscribe, and if you subscribe, Eventually.com shall provide notification of any new Sub-processors before authorizing any new Sub-processor(s) to process Personal Data as perthe provision of the applicable services and offerings.

Objection Right for New Sub-processors. If you wish, you may deny or object to Eventually.com’s use of a new Sub-processor by notifying Eventually.com in writing within ten business days after receipt of Eventually.com’s notice as per the mechanism set out in Section 5.2. In the event you deny or object to a new Sub-processor, as allowed, Eventually.com will use reasonable efforts to make available to you a change in the offerings or recommend a commercially reasonable change to your configuration or use of the offerings to avoid processing of Personal Data by the objected-to new Sub- processor without unreasonably burdening yourself. In case Eventually.com cannot or is unable to make available such change within a reasonable period of time, not exceeding thirty days, you may terminate the applicable Order Form(s) with respect only to those offerings which cannot be provided by Eventually.com without the use of the objected-to new Sub-processor by providing written notice to Eventually.com. Eventually.com

will refund to you you any prepaid fees covering the remainder of the term of such Order Form(s) following the effective date of termination with respect to such terminated offerings, without imposing a penalty for such termination on you.

Liability. Eventually.com shall be responsible for the acts and omissions of its Sub-processors to the same extent Eventually.com would be liable if performing the services of each Sub-processor directly under the terms of this DPA, except as otherwise stated in the Agreement.

Security

Controls for the Protection of Your Data. Eventually.com shall abide by appropriate technical and organizational measures forsecurity purposes (including protection against unauthorized or unlawful processing and against accidental or unlawful destruction, loss or alteration or damage, unauthorized disclosure of, or access to, your Data), confidentiality and integrity of your Data.

Audits. An audit program will be launched to ensure compliance with the obligations set out in this DPA and the information demonstrating compliance shall be made available to you along with the obligations set out in this DPA as set forth in this "Audits" Section.

Third-Party Certifications and Audits. Eventually.com has obtained the third-party certifications and audits set forth here. If a written request is raised at reasonable intervals, and is subject to the confidentiality obligations set forth in the Agreement, Eventually.com shall make available to you (or your Third- Party Auditor - as defined below in section 6.2.4) information regarding Eventually.com’s compliance with the obligations set forth in this DPA in the form of a copy of Eventually.com’s then most recent third-party audits or certifications. We can also share such third-party audits or certifications with your competent supervisory authority, as required. Upon the necessary request, Eventually.com shall provide upon your request a report and/or confirmation of Eventually.com’s audits of third party Sub-processors' compliance with the data protection controls set forth in this DPA and/or a report of third party auditors' audits of third party Sub- processors that have been provided by those third-party Sub-processors to Eventually.com, to the extent such reports or evidence may be shared with you (“Third-party Sub-processor Audit Reports”). You agree that (i) Third-party Sub-processor Audit Reports shall be considered confidential information as well as confidential information of the third-party Sub-processor and (ii) certain third- party Sub-processors to Eventually.com may require you to execute a non-disclosure agreement with them in order to view a Third-party Sub-processor Audit Report.

On-Site Audit. . If required, you can connect with Eventually.com to request for an on-site audit of Eventually.com’s processing activities covered by this DPA (“On-Site Audit”). You may conduct the On-Site Auditdirectly or through a Third-Party Auditor (as defined below in section 6.2.4) as selected by you under the following circumstances: (i) the information available pursuant to section “Third-Party Certifications and Audits” is not sufficient to demonstrate compliance with the obligations set out in this DPA and its Schedules; (ii) You have received a notice from Eventually.com of regarding a Data Incident; or (iii) such an audit is required by Data Protection Laws and Regulations or by Your competent supervisory authority. Any On-Site Audits will be limited to your Data Processing and storage facilities operated by Eventually.com or any of Eventually.com’s Affiliates. You know that Eventually.com operates in a shared cloud environment.
Accordingly, Eventually.com shall have the right to reasonably adapt the scope of any On-Site Audit to avoid or mitigate risks with respect to, and including, service levels, availability, and confidentiality of other Eventually.com customers’ and users' information.

Reasonable Exercise of Rights. An On-Site Audit shall be conducted by you or your Third-Party Auditor, taking the following points under consideration: (i) acting reasonably, in good faith, and in a proportional manner, taking into account the nature and complexity of the offerings used by you; (ii) up to one time per year with at least three weeks’ advance written notice. If there is an emergency that justifies a shorter notice period, Eventually.com will use good faith efforts to consider the On-Site Audit request; and (iii) during Eventually.com’s normal business hours, under reasonable duration and shall not unreasonably interfere with Eventually.com’s day-to-day operations. You and Eventually.com shall mutually agree upon the reach, timing, and duration of the audit and the reimbursement rate for which you shall be responsible, before the On-site Audit begins all reimbursement rates shall be reasonable, considering the resources expended by or on behalf of Eventually.com.

Third-Party Auditor. This third-party independent contractor shall not be a competitor of Eventually.com. The On-Site Audit undertaken by Third Party Auditor will abide by the following regulations: (i) before the On-Site Audit, the Third Party Auditor enters into a non-disclosure agreement detailing confidentiality provisions as mentioned in the Agreement to protect Eventually.com’s proprietary information; and (ii) the costs of the Third Party Auditor are at your expense.
Findings. If you discover any non-compliance during the On-Site Audit, you must promptly inform about the same to Eventually.com.

Data Protection Impact Assessment. You will be provided full cooperation and assistance by Eventually.com to execute your obligation under Data Protection Laws and Regulations to undertake a data protection impact assessment related to your use of the services and offerings, to the extent you do not otherwise have access to the relevant information, and to the extent such information is available to Eventually.com.

Data incident management and notification

Eventually.com details the security incident management policies and procedures as written in the Security and Privacy Documentation and will inform you without undue delay post-awareness of the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to your Data, including Personal Data, transmitted, stored or otherwise processed by Eventually.com or its Sub-processors of which Eventually.com becomes aware (a !Data Incident”).Such data incidents will be investigated and their causes will be identified. Necessary steps will be taken to remediate the cause of such Data Incidents, to the extent it is under reasonable control. The obligations herein shall not apply to incidents that are caused by you or your Users.

Government access requests

Eventually.com Requirements. Eventually.com shall take the necessary steps to protect Personal Data as per the requirements of Data Protection Laws and Regulations, including by executing appropriate technical and organizational safeguards to protect Personal Data against any interference that goes beyond what is necessary in a democratic society to safeguard national security, defense and public security. If a legally binding request is made to access Personal Data from a Public Authority, Eventually.com shall, unless otherwise legally prohibited, immediately notify you with a summary of the nature of the request. If the company is prohibited by law to provide such notification, Eventually.com shall use commercially reasonable efforts to obtain a waiver of the prohibition to enable Eventually.com to convey as much information as possible, as soon as possible. After careful assessment, if Eventually.com finds the request to be unlawful on reasonable grounds it can and shall challenge the request. Eventually.com shall consider possibilities of appeal. When challenging a request, Eventually.com shall seek interim measures with a view to suspending the effects of the request until the competent judicial authority has decided on its merits. It shall not reveal the Personal Data requested until required to do so under the applicable procedural rules. Eventually.com agrees that minimum amount of information permissible will be provided when responding to a request for disclosure, based on a reasonable interpretation of the request. Eventually.com shall promptly notify you if Eventually.com becomes aware of any direct access by a Public Authority to your Data and provide information available to Eventually.com in this respect, to the extent permitted by law. To eliminate doubt, this DPA shall not require Eventually.com to pursue action or inaction that could result in civil or criminal penalty for Eventually.com such as contempt of court.

Sub-processors requirements. Eventually.com will make sure that Sub-processors involved in the processing of Personal Data are subject to the relevant commitments regarding Government Access Requests in the Standard Contractual Clauses.

Return or deletion of personal data

Upon termination of the services and offerings for which Eventually.com is processing Personal Data, Eventually.com shall, upon your request, and subject to the limitations described in the Agreement, return all of your Data in Eventually.com’s possession to you or securely destroy such Personal Data and demonstrate to your satisfaction of that it has taken such measures, unless applicable law prevents it from returning or destroying all or part of Personal Data.

Authorized affiliates

Contractual Relationship. It is agreed that through the execution of this Agreement, you will enter into the DPA on behalf of yourself and, as applicable, in the name and on behalf of Authorized Affiliates, thereby establishing a separate DPA between Eventually.com and each such Authorized Affiliate subject to the provisions of the Agreement and this Section 10 and Section 11. Each Authorized Affiliate agrees to abide by the obligations under this DPA and, to the extent applicable, the Agreement. To eliminate doubt, an Authorized Affiliate is not and does not become a party to the Agreement and is only a party to the DPA. All access to and use of the services and offerings by Authorized Affiliates must abide with the terms and conditions of the Agreement and any violation of the terms and conditions of the Agreement by an Authorized Affiliate shall be deemed a violation by you.

Communication. You as the contracting party to the Agreement shall remain responsible for coordinating all communication with Eventually.com as mentioned under this DPA. You will be entitled to make and receive any communication in relation to this DPA on behalf of its Authorized Affiliates.

Rights of Authorized Affiliates. Where an Authorized Affiliate becomes a party to the DPA with Eventually.com, it shall to the extent required under applicable Data Protection Laws and Regulations be entitled to exercise the rights and seek remedies under this DPA, subject to the following considerations:

Except where applicable, the Data Protection Laws and Regulations require the Authorized Affiliate to exercise a right or seek any remedy under this DPA against Eventually.com directly by itself. The parties agree that (i) solely you as the contracting party to the Agreement shall exercise any such right or seek any such remedy on behalf of the Authorized Affiliate, and (ii) You as the contracting party to the Agreement shall exercise any such rights under this DPA, not separately for each Authorized Affiliate individually, but in a combined manner for itself and all of its Authorized Affiliates together (as set forth, for example, in Section 10.3(B), below).

The parties agree that you as the contracting party to the Agreement shall, when carrying out an On-Site Audit of the procedures relevant to the protection of Personal Data, take all reasonable measures to limit any impact on Eventually.com and its Sub-Processors by combining, to the extent reasonably possible, several audit requests carried out on behalf of itself and all of its Authorized Affiliates in one single audit.

Limitation of liability

Subjecting to the ‘Limitation of Liability’ will be each party’s and all of its Affiliates’ liability, taken together in the aggregate, arising out of or related to this DPA, and all DPAs between Authorized Affiliates and Eventually.com, whether in contract, tort or under any other theory of liability. and any reference in such section to the liability of a party means the aggregate liability of that party and all of its Affiliates under the Agreement and all DPAs together.
To eliminate doubt, Eventually.com's and its Affiliates’ total liability for all claims from you and all of its Authorized Affiliates arising out of or related to the Agreement and all DPAs shall apply in the aggregate for all claims under both the Agreement and all DPAs established under the Agreement, including by you and all Authorized
Affiliates, and, in particular, shall not be understood to apply individually and severally to you and/or to any Authorized Affiliate that is a contractual party to any such DPA.

European specific provisions

Definitions. For the purposes of this section 12 and Schedule 1 these terms shall be defined as follows:

  • "EU C-to-P Transfer Clauses" means Standard Contractual Clauses sections I, II, III and IV (as applicable) to the extent they reference Module Two (Controller-to-Processor).

GDPR. Eventually.com will Process Personal Data in accordance with the GDPR requirements directly applicable to Eventually.com’s provision of its Offerings.

Your Instructions. Eventually.com shall inform you immediately (i) if, in its opinion, an instruction from you constitutes a breach of the GDPR and/or (ii) if Eventually.com is unable to follow your instructions for the processing of Personal Data.

Transfer mechanisms for data transfers. If, in the provision of the services and offerings, Personal Data that is subject to the GDPR or any other law relating to the protection or privacy of individuals that applies in Europe is transferred out of Europe to countries which do not ensure an adequate level of data protection (within the meaning of the Data Protection Laws and Regulations of Europe), the transfer mechanisms listed below shall apply to such transfers and can be directly enforced by the Parties to the extent such transfers are subject to the Data Protection Laws and Regulations of Europe:

  • The EU C-to-P Transfer Clauses. Where you and/or its Authorized Affiliate is a Controller and a data exporter of Personal Data and Eventually.com is a Processor and data importer in respect of that Personal Data, then the Parties shall comply with the EU C-to-P Transfer Clauses, subject to the additional terms in section 2 of Schedule 1; and/or

Impact of local laws. As on this date, Eventually.com has no reason to believe that the laws and practices in any third country destination applicable to its Processing of the Personal Data as put forth in the Infrastructure and Sub-processors Documentation, including any requirements to disclose Personal Data or measures authorizing access by a Public Authority, prevent Eventually.com from fulfilling its obligations under this DPA. If Eventually.com reasonably believes that any existing or future enacted or enforceable laws and practices in the third country destination applicable to its Processing of the Personal Data ("Local Laws") prevent it from executing its obligations under this DPA, it shall immediately notify you. Under such circumstances,, Eventually.com shall use reasonable efforts to make available to you a change in the services and offerings or recommend a commercially reasonable change to your configuration or use of the services and offerings to facilitate compliance with the Local Laws without unreasonably burdening You . If Eventually.com is unable to make available such change promptly, you may terminate the applicable Order Form(s) and stop the transfer of Personal Data in respect only to those Offerings which cannot be provided by Eventually.com in accordance with the Local Laws by providing written notice in accordance with the “Notices” section of the Agreement. You will stand to receive a refund of any prepaid fees for the period following the effective date of termination for such terminated services and offerings.

Parties to this DPA

The section “HOW THIS DPA APPLIES” specifies which Eventually.com entity is party to this DPA. Where the Standard Contractual Clauses apply, Eventually.com.com, Inc. is the signatory to the Standard Contractual Clauses. Where the Eventually.com entity that is a party to this DPA is not Eventually.com.com, Inc., that Eventually.com entity is carrying out the obligations of the data importer on behalf of Eventually.com, Inc. Notwithstanding the signatures below of any other Eventually.com entity, such other Eventually.com entities are not a party to this DPA or the Standard Contractual Clauses.

Legal effect

This DPA shall only become legally binding between you and Eventually.com when the formalities step set out in the Section “HOW TO EXECUTE THIS DPA” above have been fully completed.

List of Schedules
Schedule 1: Transfer Mechanisms for European Data Transfers Schedule 2: Description of Processing/Transfer

The parties' authorized signatories have duly executed this DPA:

EVENTUALLY.COM. You
BY: BY:
NAME (PRINTED): NAME (PRINTED):
TITLE: TITLE:
DATE: DATE:

Schedule 1
Transfer Mechanisms for European Data Transfers
Standard contractual clauses operative provisions and additional terms
For the purposes of the EU C-to-P Transfer Clauses, you are the data exporter and Eventually.com is the data importer and the Parties agree to the following. If and to the extent an Authorized Affiliate relies on the EU C-to-P Transfer Clauses for the transfer of Personal Data, any references to “you” in this Schedule, include such Authorized Affiliate. Where this Section 2 does not explicitly mention EU C-to-P Transfer Clauses it applies to them.

  • Reference to the Standard Contractual Clauses. The provisions mentioned in the Standard Contractual Clauses are included by reference and are an integral part of this DPA. The information needed for the objective of the Appendix to the Standard Contractual Clauses are set out in Schedule 2.
  • Docking clause. The option under clause 7 shall not apply.
  • Certification of Deletion. Eventually.com shall provide the certification of deletion of Personal Data that is described in clause 8.5 and 16(d) of the Standard Contractual Clauses, to you only upon your written request.
  • Instructions. This DPA and the Agreement are your complete and final documented instructions at the time of signature of the Agreement to Eventually.com for the processing of Personal Data. If you need to make any additional or alternate instructions, they must be consistent with the terms of this DPA and the Agreement. For the purposes of clause 8.1(a), the instructions by you to process Personal Data are put out in Section 2.3 of this DPA and include onward transfers to a third party located outside Europe for the purpose of the provision of the services and offerings.
  • Security of Processing. As per the clause 8.6(a), you are solely responsible for making an independent consideration as to whether the technical and organizational measures put forth in the Security and Privacy Documentation meet your requirements. As also it is agreed that (taking into account the state of the art, the costs of execution, and the nature, scope, context and purposes of the processing of its Personal Data as well as the risks to individuals) the security measures and policies implemented and maintained by Eventually.com provide a level of security appropriate to the risk with respect to its Personal Data. For the purposes of clause 8.6(c), personal data breaches will be handled as per section 7 (Data Incident Management and Notification) of this DPA.
  • Audits of the SCCs. The audits described in clause 8.9 of the Standard Contractual Clauses shall be carried out in accordance with section 6.2 of this DPA. 1.7. General authorization for use of Sub-processors. Option 2 under clause 9 shall be applied. For the purposes of clause 9(a), Eventually.com accepts your general authorization to engage Sub-processors in accordance with section 5 of this DPA. The current list of Sub-processors
  • As per section 5.2 of this DPA, shall be made available to you by Eventually.com. Wherein Eventually.com enters into the EU P-to-P Transfer Clauses with a Sub-processor in connection with the provision of the services and offerings, you hereby grant Eventually.com and Eventually.com’s Affiliates authority to provide a general authorization on Controller's behalf for the engagement of sub-processors by Sub-processors engaged in the provision of the services and offerings, as well as decision making and approval authority for the addition or replacement of any such sub-processors.
  • Notification of New Sub-processors and Objection Right for new Sub-processors. Pursuant to clause 9(a), you acknowledge and expressly agree that Eventually.com may involve new Sub-processors as described in sections 5.2 and 5.3 of this DPA. Eventually.com shall inform you of any alterations to Sub-processors as per the procedure provided for in section 5.2 of this DPA.
  • Complaints - Redress. For the purposes of clause 11, and subject to section 3 of this DPA, Eventually.com shall inform data subjects on its website of a contact point authorized to handle complaints. Eventually.com shall inform you if it receives a complaint by, or a dispute from, a Data Subject with respect to Personal Data and shall without undue delay communicate the complaint or dispute to you. Eventually.com shall not otherwise have any obligation to handle the request (unless otherwise agreed with you). The option under clause 11 shall not apply.
  • Liability. Eventually.com’s liability under clause 12(b) shall be limited to any damage caused by its processing where Eventually.com has not complied with its obligations under the GDPR specifically directed to Processors, or where it has acted outside of or contrary to lawful instructions of you, as specified in Article 82 GDPR.
  • Supervision. Clause 13 shall apply as below:
    • Wherein you are established in an EU Member State, the supervisory authority with responsibility for ensuring compliance by you with Regulation (EU) 2016/679 as regards the data transfer shall act as competent supervisory authority.
    • Where you are not established in an EU Member State, but fall within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) and have appointed a representative pursuant to Article 27(1) of Regulation (EU) 2016/679, the supervisory authority of the Member State in which the representative within the meaning of Article 27(1) of Regulation (EU) 2016/679 is established shall act as competent supervisory authority.
    • Where you are not established in an EU Member State, but fall within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) without however having to appoint a representative pursuant to Article 27(2) of Regulation (EU) 2016/679, Commission nationale de l'informatique et des libertés (CNIL) - 3 Place de Fontenoy, 75007 Paris, France shall act as competent supervisory authority.
    • Where you are established in the United Kingdom or fall within the territorial scope of application of UK Data Protection Laws and Regulations, the Information Commissioner's Office shall act as competent supervisory authority.
    • Where you are established in Switzerland or fall within the territorial scope of application of Swiss Data Protection Laws and Regulations, the Swiss Federal Data Protection and Information Commissioner shall act as competent supervisory authority insofar as the relevant data transfer is governed by Swiss Data Protection Laws and Regulations.
  • Notification of Government Access Requests. For the purposes of clause 15(1)(a), Eventually.com shall inform you (only) and not the Data Subject(s) in case of government access requests. You are solely responsible for promptly notifying the Data Subject.
  • Governing Law. The governing law for the purposes of clause 17 shall be the law that is designated in the Governing Law section of the Agreement. If the Agreement is not governed by an EU Member State law, the Standard Contractual Clauses will be governed by either (i) the laws of France; or (ii) where the Agreement is governed by the laws of the United Kingdom, the laws of the United Kingdom.
  • Choice of forum and jurisdiction. The courts under clause 18 shall be those designated in the Venue section of the Agreement. If the Agreement does not designate an EU Member State court as having exclusive jurisdiction to resolve any dispute or lawsuit arising out of or in connection with this Agreement, the parties agree that the courts of either (i) France; or (ii) where the Agreement designates the United Kingdom as having exclusive jurisdiction, the United Kingdom, shall have exclusive jurisdiction to resolve any dispute arising from the Standard Contractual Clauses. For Data Subjects habitually resident in Switzerland, the courts of Switzerland are an alternative place of jurisdiction in respect of disputes.
  • Appendix. The Appendix shall be executed as follows:
    • The contents of section 1 of Schedule 2 shall form Annex I.A to the Standard Contractual Clauses
    • The contents of sections 2 to 9 of Schedule 2 shall form Annex I.B to the Standard Contractual Clauses
    • The contents of section 10 of Schedule 2 shall form Annex I.C to the Standard Contractual Clauses
    • The contents of section 11 of Schedule 2 to this Exhibit shall form Annex II to the Standard Contractual Clauses.
  • Data Exports from the United Kingdom and Switzerland under the Standard Contractual Clauses. In case of any transfers of Personal Data from the United Kingdom and/or transfers of Personal Data from Switzerland subject exclusively to the Data Protection Laws and Regulations of Switzerland (“Swiss Data Protection Laws”), (i) general and specific references in the Standard Contractual Clauses to GDPR or EU or Member State Law shall have the same meaning as the equivalent reference in the Data Protection Laws and Regulations of the United Kingdom (“UK Data Protection Laws”) or Swiss Data Protection Laws, as applicable; and (ii) any other obligation in the Standard Contractual Clauses determined by the Member State in which the data exporter or Data Subject is established shall refer to an obligation under UK Data Protection Laws or Swiss Data Protection Laws, as applicable. In respect of data transfers governed by Swiss Data Protection Laws, the Standard Contractual Clauses also apply to the transfer of information relating to an identified or identifiable legal entity where such information is safeguarded similarly as Personal Data under Swiss Data Protection Laws until such laws are amended to no longer apply to a legal entity.
  • Conflict. The Standard Contractual Clauses are subject to this DPA and the additional safeguards set out as follows.. The rights and obligations afforded by the Standard Contractual Clauses will be exercised in accordance with this DPA, unless stated otherwise. In the event of any conflict or inconsistency between the body of this DPA and the Standard Contractual Clauses, the Standard Contractual Clauses shall prevail.

Schedule 2
Description of Processing/Transfer

List of parties

Data exporter(s): Identity and contact details of the data exporter(s) and, where applicable, of its/their data protection officer and/or representative in the European Union
Name: You and Your Authorized Affiliates Address: Contact person's name, position, and contact details:
Activities relevant to the data transferred under these clauses: Provision of the Offerings pursuant to the Agreement as further described in the Documentation.

Signature and date:
Role: For the purposes of the EU C-to-P Transfer Clauses You and/or Your Authorized Affiliates are a Controller.

Data importer(s): Identity and contact details of the data importer(s), including any contact person with responsibility for data protection

Name: Eventually.com, Inc.

Address: +1.888.608.9014
4275 Executive Sq
La Jolla, CA 92037
United States

Contact person's name, position, and contact details: __________, Sr. Corporate Counsel, policies@eventually.com Signature and date: Signature and date input Role: Processor

Categories of data subjects whose personal data is transferred

You may submit Personal Data to the services and offerings, the extent of which is determined and controlled by you in your sole discretion, and which may include, but is not limited to Personal Data relating to the following categories of data subjects:

  • Your prospects, customers, and business partners (who are natural persons)
  • Employees or contact persons of your prospects, customers, and business partners
  • Your employees, consultants, contractors, agents and/or third parties with whom you conduct business (who are natural persons)
  • Your Users authorized by you to use the services and offerings

Categories of personal data transferred

You may submit Personal Data to the services and offerings, the extent of which is determined and controlled by you in your sole discretion, and which may include, but is not limited to the following categories of Personal Data:

  • First and last name
  • Title
  • Position
  • Employer
  • Contact information (company, email, phone, physical business address)
  • ID data
  • Professional life data
  • Personal life data
  • Location data

Sensitive data transferred

The parties do not anticipate the transfer of sensitive data under the Agreement.

Frequency of the transfer

For non-automated review campaigns, the data is transferred on a one-off basis when you explicitly request that Eventually.com conducts a review campaign on your behalf.
For Eventually.com Applications, the data is transferred on a continuous basis depending on your use of the services and offerings.

Nature of the processing

The nature of the Processing is the provision of the services and offerings pursuant to the Agreement

Purpose of processing, the data transfer and further processing

Eventually.com will process Personal Data as necessary to provide the services and offerings pursuant to the Agreement, as further specified in the relevant Order Form and/or Documentation, and as further instructed by you in your use of the Application(s).

Duration of processing

Subject to Section 9 of the DPA, Eventually.com will process Personal Data for the duration of the Agreement, unless otherwise agreed in writing.

Sub-processor transfers

Sub-processor(s) will process Personal Data as necessary to provide the services and offerings pursuant to the Agreement. Subject to section 9 of this DPA, the Sub-processor(s) will process Personal Data for the duration of the Agreement, unless otherwise agreed in writing. Identities of the Sub-processors used for the provision of the Services and their country of location are listed Eventually.com’s Sub-processor Page, which you can acquire via policies@eventually.com

Competent supervisory authority

  • Where the data exporter is established in an EU Member State: The supervisory authority with responsibility for ensuring compliance by the data exporter with Regulation (EU) 2016/679 as regards the data transfer shall act as competent supervisory authority.
  • Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) and has appointed a representative pursuant to Article 27(1) of Regulation (EU) 2016/679: The supervisory authority of the Member State in which the representative within the meaning of Article 27(1) of Regulation (EU) 2016/679 is established shall act as the competent supervisory authority.
  • Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) without however having to appoint a representative pursuant to Article 27(2) of Regulation (EU) 2016/679: Data Protection Commission, 21 Fitzwilliam Square South, Dublin 2, D02 RD28, Ireland shall act as the competent supervisory authority.
  • Where the data exporter is established in the United Kingdom or falls within the territorial scope of application of UK Data Protection Laws and Regulations, the Information Commissioner's Office shall act as the competent supervisory authority.
  • Where the data exporter is established in Switzerland or falls within the territorial scope of application of Swiss Data Protection Laws and Regulations, the Swiss Federal Data Protection and Information Commissioner shall act as competent supervisory authority insofar as the relevant data transfer is governed by Swiss Data Protection Laws and Regulations.

Technical and organizational measures

In addition to the administrative, physical and technical safeguards for protection of the security, confidentiality and integrity of Personal Data uploaded to the Offerings, as described in the Security and Privacy documentation available here, Eventually.com also had implemented the following technical and organizational regulations:

Access Control
Preventing Unauthorized Product Access

  • Outsourced processing: Eventually.com hosts its services and offering with outsourced cloud infrastructure providers. Additionally, Eventually.com maintains contractual relationships with vendors in order to provide the services and offerings in accordance with our Data Processing Agreement.Eventually.com relies on contractual agreements, privacy policies, and vendor compliance programs in order to protect data processed or stored by these vendors.
  • Physical and environmental security: Eventually.com hosts its product infrastructure with multi-tenant, outsourced infrastructure providers. The physical and environmental security controls are audited for SOC 2 Type I and ISO 27001, 27017, 17018 compliance, among other certifications.
  • Authentication: Eventually.com implemented a uniform password policy for its customer products. Customers who interact with the products via the user interface must authenticate before accessing non- public customer data.
  • Authorization: Customer data is stored in multi-tenant storage systems accessible to Customers via only application user interfaces and application programming interfaces. Customers are not allowed direct access to the underlying application infrastructure. The authorization model in each of Eventually.com’s products is designed to ensure that only the appropriately assigned individuals can access relevant features, views, and customization options. Authorization to data sets is performed through validating the user’s permissions against the attributes associated with each data set.
  • Application Programming Interface (API) access: Public product APIs may be accessed using an API. Preventing Unauthorized Product Use
  • Eventually.com implements industry standard access controls and detection capabilities for the internal networks that support its products.
  • Access controls: Network access control mechanisms are designed to prevent network traffic using unauthorized protocols from reaching the product infrastructure. The technical measures implemented differ between infrastructure providers and include Virtual Private Cloud (VPC) implementations, security group assignment, and traditional firewall rules.
  • Intrusion detection and prevention: Eventually.com implemented a Web Application Firewall (WAF) solution to protect hosted customer websites and other internet-accessible applications. The WAF is designed to identify and prevent attacks against publicly available network services.
  • Static code analysis: Security reviews of code stored in Eventually.com’s source code repositories is performed, checking for coding best practices and identifiable software flaws.
  • Penetration testing: Eventually.com maintains relationships with industry recognized penetration testing service providers for one annual penetration tests. The intent of the penetration tests is to identify and resolve foreseeable attack vectors and potential abuse scenarios.
    Limitations of Privilege & Authorization Requirements
  • Product access: A subset of Eventually.com’s employees have access to the products and to customer data via controlled interfaces. The intent of providing access to a subset of employees is to provide effective customer support, to troubleshoot potential problems, to detect and respond to security incidents and implement data security. All such requests are logged. Employees are granted access by role, and reviews of high risk privilege grants are initiated regularly. Employee roles are reviewed at least once every six months.
  • Background checks: All Eventually.com employees undergo a third-party background check prior to being extended an employment offer, in accordance with and as permitted by the applicable laws. All employees are required to conduct themselves in a manner consistent with company guidelines, non-disclosure requirements, and ethical standards.

    Transmission Control
  • In-transit: Eventually.com requires HTTPS encryption (also referred to as SSL or TLS) on every one of its login interfaces. Eventually.com’s HTTPS implementation uses industry standard algorithms and certificates.
  • At-rest: Eventually.com stores user passwords following policies that follow industry standard practices for security. Eventually.com has implemented technologies to ensure that stored data is encrypted at rest.

    Input Control
  • Detection: Eventually.com designed its infrastructure to log extensive information about the system behavior, traffic received, system authentication, and other application requests. Internal systems aggregated log data and alert appropriate employees of malicious, unintended, or anomalous activities. Eventually.com personnel, including security, operations, and support personnel, are responsive to known incidents.
  • Response and tracking: Eventually.com maintains a record of known security incidents that includes description, dates and times of relevant activities, and incident disposition. Suspected and confirmed security incidents are investigated by security, operations, or support personnel; and appropriate resolution steps are identified and documented. For any confirmed incidents, Eventually.com will take appropriate steps to minimize product and Customer damage or unauthorized disclosure.
  • Communication: If Eventually.com becomes aware of unlawful access to non-Eventually.com Data stored within its Offerings, Eventually.com will: 1) notify the affected customers of the incident; 2) provide a description of the steps Eventually.com is taking to resolve the incident; and 3) provide status updates to the customer contact, as Eventually.com deems necessary. Notification(s) of incidents, if any, will be delivered to one or more of the Customer’s contacts in a form Eventually.com selects, which may include via email or telephone.

    Availability Control
  • Infrastructure availability: The infrastructure providers use commercially reasonable efforts to ensure a minimum of 99.95% uptime. The providers maintain a minimum of N+1 redundancy to power, network, and HVAC services.
  • Fault tolerance: Backup and replication strategies are designed to ensure redundancy and fail-over protections during a significant processing failure. Customer data is backed up to multiple durable data stores.
  • Online replicas and backups: Where feasible, production databases are designed to replicate data between no less than 1 primary and 1 secondary database. All databases are backed up and maintained using at least industry standard methods.

Eventually.com’s products are designed to ensure redundancy and seamless failover. The server instances that support the products are also architected with a goal to prevent single points of failure. This design assists Eventually.com operations in maintaining and updating the product applications and backend while limiting downtime.