Application of Standard Contractual Clauses. The Standard Contractual Clauses in Attachment 1 and the additional terms in this Section 9 will apply to the Processing of Personal Data by Xactly in the course of providing the Services as follows: 9.1.1 The Standard Contractual Clauses apply only to Personal Data that is transferred from the European Union, the European Economic Area and their member states, Switzerland, and the United Kingdom, either directly or via onward transfer, to (i) any country that does not ensure an adequate level of data protection within the meaning of applicable Data Protection Laws and Regulations of the foregoing territories, to the extent such transfers are subject to such applicable Data Protection Laws and Regulations (ii) to any recipient which is not subject to other binding obligations, code of conduct or certification as determined to be sufficient by the relevant data protection authority or (iii) any recipient not covered by a suitable framework recognized by the relevant authorities or courts as providing an adequate level of protection for personal data, including but not limited to Binding Corporate Rules for Processors. 9.1.2 The Standard Contractual Clauses apply to (i) the legal entity that has executed the Standard Contractual Clauses as a Data Exporter and, (ii) all Affiliates of Customer established within the European Union, the European Economic Area and their member states, Switzerland, and the United Kingdom that have purchased Services on the basis of an Ordering Document. For the purpose of the Standard Contractual Clauses and this Section 9, the aforementioned entities shall be deemed “Data Exporters”. 9.1.3 If Xactly adopts any new or successor version of the Standard Contractual Clauses issued pursuant to applicable Data Protection Laws and Regulations, such new version shall supersede and replace Attachment 1 as of the effective date of such updated Standard Contractual Clauses.
Appears in 2 contracts