DATA PROCESSING ADDENDUM[GH1] 

This Data Processing Addendum, including its Annexes, (“DPA”) sets forth the terms and conditions governing the privacy, security, and Processing of Customer Personal Data and is incorporated into and forms a part of the Agreement.

HOW AND WHEN THIS DPA APPLIES

· This DPA applies only if and to the extent Applicable Data Protection Laws govern Applied Labs’ Processing of Customer Personal Data in performance of the Services as a ‘processor’, ‘service provider’ or similar role defined under Applicable Data Protection Laws.

· Accordingly, this DPA does not apply to Applied Labs’ Processing of any Personal Data for its own business/customer relationship administration purposes, its own marketing or service analytics (e.g., involving data collected by Applied Labs relating to Authorized Users’ use of the Services), its own information and systems security purposes supporting the operation of the Services, nor its own legal, regulatory or compliance purposes.

1. DEFINITIONS

1.1 Capitalized terms in this DPA shall have the meanings set out in this Section 1 or the Agreement, unless expressly stated otherwise:

(a) “CCPA” means the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020 (the “CPRA”), and any binding regulations promulgated thereunder.

(b) “Controller” means the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the Processing of Personal Data, including, as applicable, any “business” as that term is defined by Applicable Data Protection Laws.

(c) “Data Subject” means the identified or identifiable natural person to whom Customer Personal Data relates.

(d) “Data Subject Request” means the exercise by a Data Subject of its rights in accordance with Applicable Data Protection Laws in respect of Customer Personal Data and the Processing thereof.

(e) “GDPR” means, as and where applicable to Processing concerned: (i) the General Data Protection Regulation (Regulation (EU) 2016/679) (“EU GDPR”); and/or (ii) the EU GDPR as it forms part of UK law (as amended from time to time) (“UK GDPR”).

(f) “Personal Data Breach” means a breach of Applied Labs’ security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Customer Personal Data in Applied Labs’ possession, custody or control and that compromises the confidentiality, security, integrity, or accuracy of Customer Personal Data. For clarity, Personal Data Breach does not include unsuccessful attempts or activities that do not compromise the confidentiality, security, integrity, or accuracy of Customer Personal Data (such as unsuccessful log-in attempts, pings, port scans, denial of service attacks, or other network attacks on firewalls or networked systems).

(g) “Personnel” means a person’s employees, agents, consultants, contractors or other staff.

(h) “Processor” means a natural or legal person, public authority, agency or other body which Processes Personal Data on behalf of the Controller, including, as applicable, any “service provider” as that term is defined by Applicable Data Protection Laws.

(i) “Restricted Transfer” means the disclosure, grant of access or other transfer of Customer Personal Data to any person located in: (i) in the context of the EU GDPR, any country or territory outside the European Economic Area (the “EEA”), which does not benefit from an adequacy decision from the European Commission (an “EEA Restricted Transfer”); and (ii) in the context of the UK GDPR, any country or territory outside the UK, which does not benefit from an adequacy decision from the UK Government (a “UK Restricted Transfer”), which would be prohibited without a legal basis under Chapter V of the GDPR.

(j) “SCCs” means the standard contractual clauses approved by the European Commission pursuant to implementing Decision (EU) 2021/914.

(k) “Sub-Processor” means any third party appointed by or on behalf of Applied Labs to Process Customer Personal Data.

(l) “Supervisory Authority”: means any entity with the authority to enforce Applicable Data Protection Laws.

(m) “UK Transfer Addendum” means the template Addendum B.1.0 issued by the ICO and laid before Parliament in accordance with section 119A of the Data Protection Act 2018 on 2 February 2022, as it is revised under Section ‎‎18 of the UK Mandatory Clauses included in Part 2 thereof (the “UK Mandatory Clauses”).

1.2 Unless otherwise defined in this DPA, all capitalized terms in this DPA shall have the meaning given to them in the Agreement.

2. APPLICATION OF THIS DATA PROCESSING ADDENDUM

2.1 Annex 2 (California Annex) applies only if and to the extent Applied Labs’ Processing of Customer Personal Data on behalf of Customer under the Agreement is subject to the CCPA. 

2.2 Annex 3 (European Annex) applies only if and to the extent Applied Labs’ Processing of Customer Personal Data under the Agreement is subject to the GDPR.

3. PROCESSING OF CUSTOMER PERSONAL DATA

3.1 The Parties acknowledge and agree that the details of Applied Labs’ Processing of Customer Personal Data (including the respective roles of the Parties relating to such Processing) are as described in Annex 1 (Data Processing Details) to the DPA.

3.2 Applied Labs shall not Process Customer Personal Data other than: (a) on Customer’s instructions; or (b) as required by applicable laws provided that, in such circumstances, Applied Labs shall inform Customer in advance of the relevant legal requirement requiring such Processing if and to the extent Applied Labs is: (i) required to do so by Applicable Data Protection Laws; and (ii) permitted to do so in the circumstances.  Customerinstructs Applied Labs to Process Customer Personal Datato provide the Services to Customer and perform its obligations and exercise its rights under the Agreement.  The Agreement is a complete expression of such instructions, and Customer’s additional instructions will be binding on Applied Labs only pursuant to any written amendment to this DPA signed by both Parties.  Where required by Applicable Data Protection Laws, if Applied Labs receives an instruction from Customer that, in its reasonable opinion, infringes Applicable Data Protection Laws, Applied Labs shall notify Customer.

3.3 The Parties acknowledge that Applied Labs’ Processing of Customer Personal Data authorized by Customer’s instructions stated in this DPA is integral to the Services and the business relationship between the Parties.  Access to Personal Data does not form part of the consideration exchanged between the Parties in respect of the Agreement or any other business dealings.

4. APPLIED LABS PERSONNEL

Applied Labs shall take commercially reasonable steps designed to ascertain the reliability of any Applied Labs Personnel who Process Customer Personal Data. Applied Labs shall ensure its Personnel who are authorized to Process Customer Personal Data are subject to appropriate confidentiality obligations in the event that they are not otherwise subject to professional or statutory obligations of confidentiality.

5. SECURITY

5.1 Applied Labs shall implement and maintain technical and organizational measures in relation to Customer Personal Datadesigned to protect Customer Personal Dataagainst Personal Data Breaches as described in Annex 4 (Security Measures) (the “Security Measures”). 

5.2 Applied Labs may update theSecurity Measures from time to time, provided the updated measures do not materially decrease the overall protection of Customer Personal Data.

6. DATA SUBJECTREQUESTS

6.1 Applied Labs, taking into account the nature of the Processing of Customer Personal Data, shall provide Customer with such assistance as may be reasonably necessary and technically feasible to assist Customer in fulfilling its obligations to respond to Data Subject Requests.  If Applied Labs receives a Data Subject Request, Customer will be responsible for responding to any such request.

6.2 Applied Labs shall: (a) promptly notify Customer if it receives a Data Subject Request; and (b) not respond to any Data Subject Request, other than to advise the Data Subject to submit the request to Customer, except as required by Applicable Data Protection Laws.

7. PERSONAL DATA BREACH

7.1 Applied Labs shall notify Customer without undue delay upon Applied Labs’ confirmation of a Personal Data Breach affecting Customer Personal Data. Applied Labs shall provide Customer with information (insofar as such information is within Applied Labs’ knowledge) designed to allow Customer to meet its obligations under the Applicable Data Protection Laws to report the Personal Data Breach.  Applied Labs’ notification of or response to a Personal Data Breach shall not be construed as Applied Labs’ acknowledgement of any fault or liability with respect to the Personal Data Breach.

7.2 Customer is solely responsible for complying with applicable laws (including notification laws) and fulfilling any third-party notification obligations related to any Personal Data Breaches.

8. SUB-PROCESSING

8.1 Customer generally authorizes Applied Labs to appoint Sub-Processors in accordance with this Section 8.Information about Applied Labs’ Sub-Processors, including their functions and locations is as shown in the Sub-Processor list shown from time to time at https://appliedlabs.ai/legal/subprocessors-list or any successor page (the “Sub-Processor Site”).  [GH2] Without limitation, Customer authorizes the engagement of the Sub-Processors listed on the Sub-Processor Site as of the Addendum Effective Date.

8.2 Applied Labs shall give Customer prior written notice of the appointment of any proposed new or additional Sub-Processor, including reasonable details of the Processing to be undertaken by the Sub-Processorby updating Sub-Processor Site and providing a means by which Customers may subscribe to receive notice of such updates – Customer agrees that Customer is solely responsible for ensuring that it subscribes to such updates[GH3]  – or otherwise providing written notice[GH3] .  If, within fourteen (14) [GH4] days of receipt of that notice, Customer notifies Applied Labs in writing of any objections (on reasonable grounds related to protection of Customer Personal Data) to the proposed appointment:(a) the Parties will work together in good faith to find a mutually agreeable alternative solution; and (b) where no such solution can be reached within fourteen (14) days[GH5]  from Applied Labs’ receipt of Customer’s notice, then Customer may terminate that portion of the Services that requires use of such Sub-Processor by written notice to Applied Labs as its sole and exclusive remedy.

8.3 If Customer does not object to Applied Labs’ appointment of a Sub-Processor during the objection period referred to in Section8.2, Customer shall be deemed to have approved the engagement and ongoing use of that Sub-Processor.

8.4 With respect to each Sub-Processor, Applied Labs shall maintain a written contract between Applied Labs and the Sub-Processor that includes terms which offer at least an equivalent level of protection for Customer Personal Data as those set out in this DPA.  Applied Labs shall remain liable for any breach of this DPA caused by a Sub-Processor.[GH6] 

9. COMPLIANCE REVIEW

9.1 Applied Labs shall make available to Customeron request, such information as is reasonably necessary to demonstrate its compliance with this DPA and its performance of its obligations under this DPA is consistent with Applied Labs’ obligations under Applicable Data Protection Laws.

9.2 Subject to Sections 9.3 to 9.5, in the event that Customer (acting reasonably) is able to provide documentary evidence that the information made available by Applied Labs pursuant to Section9.1 is not sufficient in the circumstances to demonstrate Applied Labs’ compliance with this DPA, Applied Labs shall allow for and contribute to audits, including on‑premise inspections of Applied Labs’ facilities, by Customer or an auditor mandated by Customer in relation to the Processing of Customer Personal Data by Applied Labs.

9.3 Customer shall give Applied Labs reasonable notice of any audit or inspection to be conducted under Section9.2 (which shall in no event be less than fourteen (14) days’ notice) and shall use its best efforts (and ensure that each of its mandated auditors uses its best efforts) to avoid causing any destruction, damage, injury or disruption to Applied Labs’ premises, equipment, Personnel, data, and business (including any interference with the confidentiality or security of the data of Applied Labs’ other customers or the availability of Applied Labs’services to such other customers).

9.4 If the controls or measures to be assessed in the requested audit are assessed in a SOC 2 Type 2, ISO, NIST or similar audit report performed by a qualified third-party auditor within twelve (12) months of Customer’s audit request (“Audit Report”) and Applied Labs has confirmed in writing that there have been no known material changes in the controls audited and covered by such Audit Report(s), Customer agrees to accept provision of such Audit Report(s) in lieu of requesting an audit of such controls or measures.  Applied Labs shall provide copies of any such Audit Reports to Customer upon request; provided that they shall constitute the confidential information of Applied Labs, which Customer shall use only for the purposes of confirming compliance with the requirements of this DPA or meeting Customer’s obligations under Applicable Data Protection Laws.

9.5 Applied Labs need not give access to its premises for the purposes of such an audit or inspection: (a) where an Audit Report is accepted in lieu of such controls or measures in accordance with Section 9.4; (b) to any individual unless they produce reasonable evidence of their identity; (c) to any auditor whom Applied Labs has not approved in advance (acting reasonably); (d) to any individual who has not entered into a non-disclosure agreement with Applied Labs on terms acceptable to Applied Labs (acting reasonably); (e) outside normal business hours at those premises; or (f) on more than one occasion in any calendar year during the term of the Agreement, except for any audits or inspections which Customer is required to carry out by a Supervisory Authority.  Nothing in this DPA shall require Applied Labs to furnish more information about its Sub-Processors in connection with such audits than such Sub-Processors make generally available to their customers.  Nothing in this Section 9 shall be construed to obligate Applied Labs to breach any duty of confidentiality.

10. RETURN AND DELETION

10.1 Upon expiration or earlier termination of the Agreement, Applied Labs shall return and/or delete all Customer Personal Data in Applied Labs’ care, custody or control in accordance Customer’s instructions as to the post-termination return and deletion of Customer Personal Data expressed in the Agreement.  To the extent that deletion of any Customer Personal Data contained in any back-ups’ maintained by or on behalf of Applied Labs is not technically feasible within the timeframe set out in Customer’s instructions, Applied Labs shall (a) securely delete such Customer Personal Data in accordance with any relevant scheduled back-up deletion routines (e.g., those contained within Applied Labs’ relevant business continuity and disaster recovery procedures); and (b) pending such deletion, put such Customer Personal Data beyond use.

10.2 Notwithstanding the foregoing, Applied Labs may retain Customer Personal Data where required by applicable laws, provided that Applied Labs shall Process the Customer Personal Data only as necessary for the purpose(s) and duration specified in the applicable law requiring such retention.

11. LIABILITY 

The total aggregate liability of either Party towards the other Party, howsoever arising, under or in connection with this DPA will under no circumstances exceed any limitations or caps on, and shall be subject to any exclusions of, liability and loss agreed by the Parties in the Agreement; provided that, nothing in this Section 11 will affect any person’s liability to Data Subjects under relevant third-party beneficiary provisions of Applicable Data Protection Laws (if and as they apply).

12. VARIATION

Either Party agree to negotiate in good faith any amendments to this DPA that may be necessary to address the requirements of Applicable Data Protection Laws from time to time (including by varying or replacing the SCCs in the manner described in Paragraph 2.5 of Annex 3 (European Annex)) and/or to reflect any relevant changes in the Services and Processing of Customer Personal Data as part thereof. 

13. INCORPORATION AND PRECEDENCE

In the event of any conflict or inconsistency between: (a) this DPA and the Agreement, this DPA shall prevail; or (b) any SCCs entered into pursuant to Paragraph 2 of Annex 3 (European Annex) and this DPA and/or the Agreement, the SCCs shall prevail in respect of the Restricted Transfer to which they apply.

Annex 1Data Processing Details

Note: this Annex 1 (Data Processing Details) to the DPA includes certain details of the Processing of Customer Personal Data, including as required by Article 28(3) GDPR and to populate the Appendix to the SCCs in the manner described in Paragraph 2.2(d) of Annex 3 (European Annex).

APPLIED LABS DETAILS

Name:	Applied Labs, Inc., a Delaware corporation.
Address:	11 East 36th Street, Apt. 306, New York, NY 10016, United States
Contact Details for Data Protection:	Role: Michael Woo (CEO) Email: michael@appliedlabs.ai
Applied Labs Activities:	Applied Labs provides next-gen AI customer service and automation services.  Further information can be found online at https://appliedlabs.ai/. [GH7]
Role:	Processor

CUSTOMER DETAILS

Name:	The entity or other person who is a counterparty to the Agreement.
Address:	Customer’s address is the address shown in or determined by the Agreement (including in any SOW); or if no such address is contained within the Agreement, Customer’s principal business trading address – unless otherwise notified to Applied Labs’ contact point noted above.
Contact Details for Data Protection:	Applied Labs’ primary point of contact with Customer; or any other email notified by Customer for the purpose of providing it with data protection‑related communications or alerts. (Customer agrees that it is solely responsible for ensuring that such contact details are valid and up to date and will direct relevant communications to the appropriate individual within its organization.)
Customer Activities:	Customer’s activities relevant to this DPA are the use and receipt of the Services as part of its ongoing business operations under and in accordance with the Agreement.
Role:	· Controller – in respect of any Processing of Customer Personal Data in respect of which Customer is a Controller in its own right; and/or · Processor – in respect of any Processing of Customer Personal Data in respect of which Customer is itself acting as a Processor on behalf of any other person (including its affiliates, if and where applicable).

DETAILS OF PROCESSING

Categories of Data Subjects:	Any individuals whose Personal Data is comprised within data submitted to the Services by or on behalf of Customer under the Agreement, which will depend upon the nature of the use/deployment of those Services and any systems, platforms or technologies with which Customer integrates the Services and the configuration(s) of such integration(s) – but may include: · Customers, clients, (sub-)licensees, users and end-users, website visitors and marketing prospects.[GH8]  Where any of the above is a business or organization, it includes their Personnel or other relevant natural persons.  Each category includes current, past and prospective Data Subjects.
Categories of Personal Data:	Any Personal Data comprised within data submitted to Services by or on behalf of Customer under the Agreement, which will depend upon the nature of the use/deployment of those Services and any systems, platforms or technologies with which Customer integrates the Services and the configuration(s) of such integration(s) – but may include: Personal details – for example any information that identifies the Data Subject and their personal characteristics, name and username. Contact details – for example email address, telephone details and other contact information. Communication details – for example, communications during support services, such as messaging support, email support, and phone support. Technological details – for example internet protocol (IP) addresses, unique identifiers and numbers (including unique identifier in tracking cookies or similar technology), pseudonymous identifiers, general location data, internet / application / program activity data, and device IDs and addresses. Any other details – for example any Personal Data relating to relevant Data Subjects included in text fields or contained in any databases submitted to the Services or otherwise Processed by Applied Labs to perform the Services, or made available by or on behalf of the Customer to the Services.[GH9]
Sensitive Categories of Data, and associated additional restrictions/safeguards:	Categories of sensitive data: None – as noted in Section 3.4 of the Agreement, Customer agrees that Restricted Data, must not be submitted to the Services. Additional safeguards for sensitive data: N/A
Frequency of transfer:	Ongoing – as initiated by Customer in and through its use, or use on its behalf, of the Services.
Nature of the Processing:	Processing operations required in order to provide the Services in accordance with the Agreement.
Purpose of the Processing:	Customer Personal Data will be processed as set forth in Section 3 of this DPA.
Duration of Processing / Retention Period:	For the period determined in accordance with the Agreement and DPA, including Section 10 of the DPA.
Transfers to (sub)-processors:	Transfers to Sub-Processors are as, and for the purposes, described from time to time in the Sub-Processor Site (as may be updated from time to time in accordance with Section 8 of the DPA).

Annex 2   California Annex

1. In this Annex 2, the terms “business,” “business purpose,” “commercial purpose,” “consumer,”“sell,” “share,” and “service provider” shall have the respective meanings given thereto in the CCPA; and “personal information” shall mean Customer Personal Data that constitutes “personal information” as defined in and that is subject to the CCPA.

2. The business purposes and services for which Applied Labs is Processing personal information are for Applied Labs to provide the services to and on behalf of Customer as set forth in the Agreement, as described in more detail in Annex 1 (Data Processing Details) to the DPA.

3. It is the Parties’ intent that with respect to any personal information, Applied Labs is a service provider.  Applied Labs (a) acknowledges that personal information is disclosed by Customer only for limited and specific purposes described in the Agreement; (b) shall comply with applicable obligations under the CCPA and shall provide the same level of privacy protection to personal information as is required by the CCPA; (c) agrees that Customer has the right to take reasonable and appropriate steps under and subject to Section 9 (Compliance Review) of the DPA to help ensure that Applied Labs’ use of personal information is consistent with Customer’s obligations under the CCPA; (d) shall notify Customer in writing of any determination made by Applied Labs that it can no longer meet its obligations under the CCPA; and (e) agrees that Customer has the right, upon notice, including pursuant to the preceding clause, to take reasonable and appropriate steps to stop and remediate unauthorized use of personal information. 

4. Applied Labs shall not (a) sell or share any personal information; (b) retain, use or disclose any personal information for any purpose other than for the business purposes specified in the Agreement, including retaining, using, or disclosing the personal information for a commercial purpose other than the business purpose specified in the Agreement, or as otherwise permitted by CCPA; (c) retain, use or disclose the personal information outside of the direct business relationship between Applied Labs and Customer; or (d) combine personal information received pursuant to the Agreement with personal information (i) received from or on behalf of another person, or (ii) collected from Applied Labs’ own interaction with any consumer to whom such personal information pertains.

5. Applied Labs shall implement reasonable security procedures and practices appropriate to the nature of the personal information received from, or on behalf of, Customer, in accordance with Section 5 (Security Measures) of the DPA.

6. When Applied Labs engages any Sub-Processor, Applied Labs shall notify Customer of such Sub-Processor engagements in accordance with Section 8 (Sub-Processing) of the DPA and that such notice shall satisfy Applied Labs’ obligation under the CPRA to give notice of such engagements.

7. Applied Labs agrees that Customer may conduct audits, in accordance with Section 9 of the DPA, to help ensure that Applied Labs’ use of personal information is consistent with Applied Labs’ obligations under the CCPA.

8. The parties acknowledge that Applied Labs’ retention, use and disclosure of personal information authorized by Customer’s instructions documented in the Agreement and DPA are integral to Applied Labs’ provision of the Services and the business relationship between the Parties.

Annex 3:

European Annex[GH10] 

1. DATA PROTECTION IMPACT ASSESSMENT AND PRIOR CONSULTATION

Applied Labs, taking into account the nature of the Processing and the information available to Applied Labs, shall provide reasonable assistance to Customer, at Customer’s cost, with any data protection impact assessments and prior consultations with Supervisory Authorities which Customer reasonably considers to be required of it by Article 35 or Article 36 of the GDPR, in each case solely in relation to Processing of Customer Personal Data by Applied Labs.

2. RESTRICTED[GH11] [GH12]  TRANSFERS

2.1 Entry into Transfer Mechanisms[GH13] 

(a) EEA Restricted Transfers.  To the extent that any Processing of Customer Personal Data under this DPA involves an EEA Restricted Transferfrom Customer to Applied Labs, the Parties shall comply with their respective obligations set out in the SCCs, which are hereby deemed to be (i) populated in accordance with Section 2.2 of this Annex 3 (European Annex); and (ii) entered into by the Parties and incorporated by reference into this DPA.

(b) UK Restricted Transfers.  To the extent that any Processing of Customer Personal Data under this DPA involves a UK Restricted Transferfrom Customer to Applied Labs, the Parties shall comply with their respective obligations set out in the SCCs, which are hereby deemed to be: (i) varied to address the requirements of the UK GDPR in accordance with the UK Transfer Addendum and populated in accordance with Sections 2.2 and 2.3 of this Annex 3 (European Annex); and (ii) entered into by the Parties and incorporated by reference into this DPA.

2.2 Population of SCCs

(a) Signature of SCCs.  Where the SCCs apply in accordance with Paragraph 2.1(a) and/or Paragraph 2.1(b) of this Annex 3 (European Annex), each of the Parties is hereby deemed to have signed the SCCs at the relevant signature block in Annex I to the Appendix to the SCCs.

(b) Modules of SCCs.  As and where relevant: Module Two of the SCCs applies to any EEA Restricted Transfer involving Processing of Personal Data in respect of which Customer is a Controller in its own right; and/or Module Three of the SCCs applies to any EEA Restricted Transfer involving Processing of Personal Data in respect of which Customer is a Processor.

(c) Population of body of SCCs.  As and where applicable to the relevant Module and the Clauses thereof: (i) in Clause 7: the ‘Docking Clause’ is not used; (ii) in Clause 9: ‘Option 2: General Written Authorisation’ applies, and the minimum time period for advance notice of the addition or replacement of Sub-Processors shall be the advance notice period set out in Section 8.2 of the DPA;  (iii) in Clause 11: the optional language is not used; (iv) in Clause 13: all square brackets are removed and all text therein is retained; (v) in Clause 17: ‘OPTION 1’ applies, and the Parties agree that the SCCs shall be governed by the law of Ireland in relation to any EEA Restricted Transfer; and (vi) in Clause 18(b): the Parties agree that any dispute arising from the SCCs in relation to any EEA Restricted Transfer shall be resolved by the courts of Ireland. 

(d) Population of Appendix to SCCs.  Annex I to the Appendix to the SCCs is populated with the corresponding information detailed in Annex 1 (Data Processing Details) to the DPA, with: Customer being ‘data exporter’ and Applied Labs being ‘data importer’; and Part C to that Annex 1 is populated with: the competent Supervisory Authority shall be determined as follows: (i) where Customer is established in an EU Member State: the competent Supervisory Authority shall be the Supervisory Authority of that EU Member State in which Customer is established; and (ii) where Customer is notestablished in an EU Member State, Article 3(2) of the GDPR applies and Customer has appointed an EEA Representative under Article 27 of the GDPR: the competent Supervisory Authority shall be the Supervisory Authority of the EU Member State in which Customer’s EEA Representative relevant to the Processing hereunder is based (from time-to-time), which Customer shall notify to Applied Labs in writing – Customer agrees that it is solely responsible for making such notification and its accuracy.  Annex II shall be populated with reference to the information contained in or determined by Section 2.3 of the DPA (including the Security Measures).

2.3 UK Restricted Transfers

(a) UK Transfer Addendum.  Where relevant in accordance with Section 2.1(b) of this Annex 3 (European Annex), the SCCs apply to any UK Restricted Transfers as varied by the UK Transfer Addendum in the following manner: (i) ‘Part 1 to the UK Transfer Addendum’: (A) the Parties agree: Tables 1, 2 and 3 to the UK Transfer Addendum are deemed populated with the corresponding details set out in Annex 1 (Data Processing Details) to the DPA and Section 2.2of this Annex 3 (European Annex); and (B) Table 4 to the UK Transfer Addendum is completed with ‘Data Importer’ only; and (ii) ‘Part 2 to the UK Transfer Addendum’: the Parties agree to be bound by the UK Mandatory Clauses of the UK Transfer Addendum and that the SCCs shall apply to any UK Restricted Transfers as varied in accordance with those Mandatory Clauses.

(b) Interpretation.  As permitted by section 17 of the UK Mandatory Clauses, the Parties agree to the presentation of the information required by ‘Part 1: Tables’ of the UK Transfer Addendum in the manner determined by 2.3(a) of this Annex 3 (European Annex); provided that the Parties further agree that nothing in the manner of that presentation shall operate or be construed so as to reduce the Appropriate Safeguards (as defined in section 3 of the UK Mandatory Clauses).  In relation to any UK Restricted Transfer to which they apply, where the context permits and requires, any reference in the DPA to the SCCs, shall be read as a reference to those SCCs as varied in the manner set out in this Section 2.3 of this Annex 3 (European Annex).

2.4 Operational Clarifications 

(a) When complying with its transparency obligations under Clause 8.3 of the SCCs, Customer agrees that it shall not provide or otherwise make available, and shall take all appropriate steps to protect Applied Labs’ and its licensors’ trade secrets, business secrets, confidential information and/or other commercially sensitive information.

(b) Where applicable, for the purposes of Clause 10(a) of Module Three of the SCCs, Customer acknowledges and agrees that there are no circumstances in which it would be appropriate for Applied Labs to notify any third-party Controller of any Data Subject Request and that any such notification shall be the sole responsibility of Customer.

(c) For the purposes of Clause 15.1(a) of the SCCs, except to the extent prohibited by applicable law and/or the relevant public authority, as between the Parties, Customer agrees that it shall be solely responsible for making any notifications to relevant Data Subject(s) if and as required.

(d) The terms and conditions of Section 8 of the DPA apply in relation to Applied Labs’ appointment and use of Sub-Processors under the SCCs.  Any approval by Customer of Applied Labs’ appointment of a Sub-Processor that is given expressly or deemed given pursuant to that Section 8 constitutes Customer’s documented instructions to effect disclosures and onward transfers to any relevant Sub-Processors if and as required under Clause 8.8 of the SCCs.

(e) The audits described in Clauses 8.9(c) and 8.9(d) of the SCCs shall be subject to any relevant terms and conditions detailed in Section 9 of the DPA.

(f) Certification of deletion of Personal Data as described in Clauses 8.5 and 16(d) of the SCCs shall be provided only upon Customer’s written request.

(g) In respect of any given Restricted Transfer, if requested of Customer by a Supervisory Authority, Data Subject or further Controller (where applicable) – on specific written request accompanied by suitable supporting evidence of the relevant request, Applied Labs shall provide Customer with an executed version of the relevant set(s) of SCCs responsive to the request made of Customer (amended and populated in accordance with relevant provisions of this DPA in respect of the relevant Restricted Transfer) for countersignature by Customer, onward provision to the relevant requestor and/or storageto evidence Customer’s compliance with Applicable Data Protection Laws.

2.5 Adoption of new transfer mechanism

Applied Labs may on notice vary this DPA and replace the relevant SCCs with: (a) any new form of the relevant SCCs or any replacement therefor prepared and populated accordingly (e.g., standard data protection clauses adopted by the European Commission for use specifically in respect of transfers to data importers subject to Article 3(2) of the EU GDPR (if/where applicable)); or (b) another transfer mechanism other than the SCCs, which enables the lawful transfer of Customer Personal Data by Customer to Applied Labs under this DPA in compliance with Chapter V of the GDPR.   

Annex 4Security Measures

As from the Addendum Effective Date, Applied Labs will implement and maintain the Security Measures as set out in this Annex 4.

1. Organizational management and dedicated staff responsible for the development, implementation and maintenance of Applied Labs’ information security program.

2. Audit and risk assessment procedures for the purposes of periodic review and assessment of risks to Applied Labs’ organization, monitoring and maintaining compliance with Applied Labs’ policies and procedures, and reporting the condition of its information security and compliance to internal senior management.

3. Data security controls which include at a minimum logical segregation of data, restricted (e.g. role-based) access and monitoring, and utilization of commercially available and industry standard encryption technologies for Customer Personal Data.

4. Logical access controls designed to manage electronic access to data and system functionality based on authority levels and job functions.

5. Password controls, specifically for Applied Labs’ internal information technology systems, designed to manage and control password strength, expiration and usage.

6. System audit or event logging and related monitoring procedures to proactively record user access and system activity.

7. Physical and environmental security of production resources relevant to the Services is maintained by Google (and their vendors) engaged by Applied Labs to host those resources.  Applied Labs takes steps to review whether Google provides appropriate assurances and certifications that evidence such physical and environmental security – including security of data centre, server room facilities and other areas containing Customer Personal Data designed to: (a) protect information assets from unauthorized physical access; (b) manage, monitor and log movement into and out of Google’s facilities; and (c) guard against environmental hazards such as heat, fire and water damage.

8. Change management procedures and tracking mechanisms designed to test, approve and monitor all material changes to Applied Labs’ technology and information assets.

9. Incident management procedures designed to allow Applied Labs to investigate, respond to, mitigate and notify of events related to Applied Labs’ technology and information assets.

10. Vulnerability assessment and threat protection technologies and scheduled monitoring procedures designed to identify, assess, mitigate and protect against identified security threats, viruses and other malicious code.

11. Business resiliency/continuity and disaster recovery procedures designed to maintain service and/or recovery from foreseeable emergency situations or disasters. 

Applied Labs may freely update or modify these Security Measures from time to time provided that such updates and modifications do not materially decrease the overall security of Services and/or relevant Customer Personal Data.