Sub-Processing Sample Clauses

Sub-Processing. 5.1. Customer authorizes AppsFlyer and each AppsFlyer Affiliate to appoint (and permit each Sub Processor appointed in accordance with this Section 5 to appoint) Sub Processors in accordance with this Section 5 and any restrictions in the Agreement. 5.2. The Sub Processors used by AppsFlyer are specified at: ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇/subprocessors (“Sub Processors Website”). 5.3. AppsFlyer may appoint new Sub Processors at any time and shall update the Sub Processors Website upon such appointments. If Customer wishes to receive notice of any new Sub Processors, it may request to receive such notice by subscribing at the Sub Processors Website. If, within ten (10) days of such notice, Customer notifies AppsFlyer in writing of any reasonable objections to the proposed appointment, AppsFlyer shall not utilize such Sub Processor to Process Customer Personal Data until reasonable steps have been taken to address the objections raised by Customer, and Customer has been provided with a reasonable written explanation of the steps taken. Where such steps are not sufficient to relieve Customer’s reasonable objections then Customer or AppsFlyer may, by written notice to the other Party, with immediate effect, terminate the Agreement to the extent that it relates to the Services which require the use of the proposed Sub Processor, without bearing liability for such termination. 5.4. With respect to each Sub Processor, AppsFlyer shall: (a) take reasonable steps to ensure that the Sub Processor is committed to provide the level of protection for Personal Data required by the Agreement; (b) ensure that the arrangement between AppsFlyer and the Sub Processor is governed by a written contract, including terms which, to the extent applicable to the nature of services provided by the Sub Processor, offer a level of protection that, in all material respects, are consistent with the levels set out in this DPA and the Agreement; and (c) remain fully liable to the Customer for the performance of the Sub Processor’s data protection obligations where the Sub Processor fails to fulfill such obligations.

Sub-Processing. The data importer shall not subcontract any of its processing operations performed on behalf of the data exporter under the Clauses without the prior written consent of the data exporter. Where the data importer subcontracts its obligations under the Clauses, with the consent of the data exporter, it shall do so only by way of a written agreement with the sub-processor which imposes the same obligations on the sub-processor as are imposed on the data importer under the Clauses. Where the sub-processor fails to fulfil its data protection obligations under such written agreement the data importer shall remain fully liable to the data exporter for the performance of the sub-processor’s obligations under such agreement.

Sub-Processing. 11.1 The data importer shall not subcontract any of its processing operations performed on behalf of the data exporter under the Clauses without the prior written consent of the data exporter. Where the data importer subcontracts its obligations under the Clauses, with the consent of the data exporter, it shall do so only by way of a written agreement with the sub-processor which imposes the same obligations on the sub- processor as are imposed on the data importer under the Clauses. Where the sub-processor fails to fulfil its data protection obligations under such written agreement the data importer shall remain fully liable to the data exporter for the performance of the sub-processor’s obligations under such agreement. 11.2 The prior written contract between the data importer and the sub-processor shall also provide for a third-party beneficiary clause as laid down in Clause 3 for cases where the data subject is not able to bring the claim for compensation referred to in paragraph 1 of Clause 6 against the data exporter or the data importer because they have factually disappeared or have ceased to exist in law or have become insolvent and no successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law. Such third-party liability of the sub-processor shall be limited to its own processing operations under the Clauses. 11.3 The provisions relating to data protection aspects for sub-processing of the contract referred to in paragraph 1 shall be governed by the law of the Member State in which the data exporter is established, namely ........................................ 11.4 The data exporter shall keep a list of sub-processing agreements concluded under the Clauses and notified by the data importer pursuant to Clause 5(j), which shall be updated at least once a year. The list shall be available to the data exporter’s data protection supervisory authority.

Sub-Processing. 4.1. Fyber engages sub-processors to perform certain Processing of your Personal Data on your behalf. Prior to an engagement with a sub-processor, Fyber requires or receives adequate assurances that the sub-processor complies with obligations substantially similar to the obligations as set out in this DPA. 4.2. Upon the execution of this DPA, you hereby give Fyber your consent to engage the companies detailed at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/subprocessors as sub-processors. 4.3. Where a sub-processor fails to fulfill its data protection obligations or statements, Fyber will remain fully liable to you for the performance of the sub-processor’s obligations to the same extent that Fyber would be liable to you directly under the terms of this DPA, except as otherwise set forth in the Agreement, if Fyber would have performed the obligations of the sub-processor. 4.4. Fyber will inform you of an Fyber’s engagement with a new sub-processor. You may object to the use of new or additional sub-processor by promptly sending Fyber a written notice. If you object to the new sub-processor, Fyber will make commercially reasonable efforts to provide you the same level of Service(s) without the use of such sub-processor. Notwithstanding, your objection and the results thereof will not amend, alter or reduce your obligations under the Agreement. 4.5. Notwithstanding the provisions here above (e.g. prior consent by you), you hereby authorize Fyber to sub-contract the Processing to service providers based outside of the European Economic Area (EEA), to the extent necessary, at Fyber sole discretion, to duly perform the Service(s) on condition that the service providers provide sufficient guarantees in relation to required level of data protection, e.g. through a Privacy Shield certification according to EU Commission Decision 2016/1250, or a sub- contracting agreement which is based on the standard contractual clauses launched by virtue of the EU Commission Decision 2010/87/EU of 5 February 2010 on standard contractual clauses for the transfer of personal data to processors established in third countries under Directive 95/46/EC (the “Model Contract Clauses”), or based on such other applicable trans-border data transfer mechanisms. Any such Model Contract Clauses concluded by Fyber shall be treated as if concluded in the name and on behalf of you. You shall be responsible to obtain regulatory approvals from the relevant data protection authorities, when required by Law.

Sub-Processing. The Service rests on the infrastructure services of Amazon (AWS) who acts as a sub-pro- cessor under the Provider’s control. A GDPR compliant data processing addendum is incorporated in the agree- ment between AWS and the Provider. The Provider will inform You of any changes of sub-processors.

Sub-Processing. 2.1 Customer generally authorises ▇▇▇▇▇ to appoint Sub-Processors in accordance with this Paragraph 2. 2.2 Pryon may continue to use those Sub-Processors already engaged by ▇▇▇▇▇ as at the date of this DPA (as those Sub-Processors are shown, together with their respective functions and locations, in Annex 4 (Authorised Sub-Processors) (the “Sub-Processor List”). 2.3 Pryon shall give Customer prior written notice of the appointment of any proposed Sub-Processor, including reasonable details of the Processing to be undertaken by the Sub-Processor, [by providing Customer with an updated copy of the Sub-Processor List via a ‘mailshot’ or similar bulk distribution mechanism sent via email to Customer’s contact point as set out in Attachment 1 to Annex 1 (European Annex)]. If, within [fourteen (14)] days of receipt of that notice, Customer notifies Pryon in writing of any objections (on reasonable grounds) to the proposed appointment: (a) Pryon shall use reasonable efforts to make available a commercially reasonable change in the provision of the Services, which avoids the use of that proposed Sub-Processor; and (b) where: (i) such a change cannot be made within fourteen (14) days from ▇▇▇▇▇’s receipt of Customer’s notice; (ii) no commercially reasonable change is available; and/or (iii) Customer declines to bear the cost of the proposed change, then either Party may by written notice to the other Party with immediate effect terminate the Agreement, either in whole or to the extent that it relates to the Services which require the use of the proposed Sub-Processor, as its sole and exclusive remedy. 2.4 If Customer does not object to ▇▇▇▇▇’s appointment of a Sub-Processor during the objection period referred to in Paragraph 2.3, Customer shall be deemed to have approved the engagement and ongoing use of that Sub-Processor. 2.5 With respect to each Sub-Processor, Pryon shall maintain a written contract between Pryon 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 (including the Security Measures). Pryon shall remain liable for any breach of this DPA caused by a Sub-Processor.

Sub-Processing. 6.1 Each Subscriber Group Member authorizes iCIMS and each iCIMS Affiliate to appoint (and permit each Sub- Processor appointed in accordance with this Section 6 to appoint) Sub-Processors in accordance with this Section 6 and any restrictions in the Subscription Agreement. 6.2 iCIMS and each iCIMS Affiliate may continue to use those Sub-Processors already engaged by iCIMS or any iCIMS Affiliate as at the date of this Addendum, subject to iCIMS and each iCIMS Affiliate in each case as soon as practicable meeting the obligations set out in Section 6.4. The list of Sub-Processors used to provide the Subscription and their country or location of Processing may be accessed at ▇▇▇▇▇://▇▇▇▇▇.▇▇▇▇/GDPR- subprocessors. iCIMS provides a mechanism which may be accessed at ▇▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/gc for Subscriber to subscribe to receive email notice when iCIMS intends to add or replace a Sub-Processor, and if Subscriber subscribes, iCIMS shall provide notification to Subscriber of such changes. 6.3 Subscriber may object to iCIMS’ proposed Sub-Processor changes by notifying iCIMS within thirty (30) days of iCIMS’ notice in accordance with the mechanism set forth in Section 6.2 (the “Objection Period”) if Subscriber reasonably determines such Sub-Processor is unable to Process Subscriber Personal Data in accordance with the terms of this Addendum. Such notice shall explain the Subscriber’s good-faith, reasonable grounds for the objection. If iCIMS receives a Sub-Processor objection notice from Subscriber within the Objection Period: 6.3.1 iCIMS shall work with Subscriber in good faith to make available a reasonable change in the provision of the Subscription or recommend a reasonable change to Subscriber’s configuration or use of the Subscription which avoids the use of the proposed Sub-Processor; and where such a change cannot be made within thirty (30) days from iCIMS’ receipt of Subscriber's objection notice, notwithstanding anything in the Subscription Agreement, Subscriber may by written notice to iCIMS within such 30-day period, with immediate effect, terminate the applicable Order Form(s) with respect only to those Subscriptions (i.e., product offering, portal, module, line item) which cannot be provided by iCIMS without the use of the objected-to new Sub-Processor (the “Terminated Service Portion”). iCIMS will refund to Subscriber any prepaid fees covering the remainder of the Subscription Period for the Terminated Service Portion following the effective date of...

Sub-Processing. 9.1. Customer agrees that MailerLite may engage Sub-Processors to Process Customer Data on Customer's behalf. The Sub-Processors currently engaged by MailerLite and authorized by Customer are listed in the Annex.

Sub-Processing. In respect of any Processing of Personal Data performed by a third party on behalf of a Party, that Party shall: