Common use of Sub-Processing Clause in Contracts

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 termination with respect to such Terminated Service Portion, without imposing a penalty for such termination on Subscriber. If Subscriber does not terminate the applicable Order Form(s) within such 30-day period, Subscriber’s objection shall be considered withdrawn and the proposed Sub-Processor shall be deemed approved. 6.4 With respect to each Sub-Processor, iCIMS or the relevant iCIMS Affiliate shall: 6.4.1 before the Sub-Processor first Processes Subscriber Personal Data (or, where relevant, in accordance with Section 6.2), carry out due diligence to ensure that the Sub-Processor is capable of providing the level of protection for Subscriber Personal Data required by the Subscription Agreement; 6.4.2 ensure that the arrangement between on the one hand (a) iCIMS, or (b) the relevant iCIMS Affiliate, or (c) the relevant intermediate Sub-Processor; and on the other hand, the Sub-Processor, is governed by a written contract including terms which offer at least the same level of protection for Subscriber Personal Data as those set out in this Addendum and meet the requirements of Data Protection & Privacy Laws, which include Article 28(3) of the GDPR; and 6.4.3 if that arrangement involves a Restricted Transfer, ensure that appropriate safeguards (e.g., the applicable Standard Contractual Clauses, binding corporate rules, etc.) are at all relevant times incorporated into the agreement between on the one hand (a) iCIMS, or (b) the relevant iCIMS Affiliate, or (c) the relevant intermediate Sub-Processor; and on the other hand, the Sub-Processor. 6.5 iCIMS shall be liable for the acts and omissions of its Sub-Processors to the same extent iCIMS would be liable if performing the services of each Sub-Processor directly under the terms of this Addendum. 6.6 The Parties agree that any copy of a Sub-Processor agreement that iCIMS must provide to Subscriber pursuant to the Standard Contractual Clauses may have all commercial, proprietary, and confidential information, and clauses unrelated to this Addendum and the Standard Contractual Clauses, removed or redacted by iCIMS beforehand; and, that such copy will be provided by iCIMS, in a manner mutually agreed upon by the Parties, only upon request by Subscriber. 6.7 For the avoidance of doubt, Subscriber is solely responsible for its integration and/or use of any Third-Party Product to Process Subscriber Personal Data pursuant to or in connection with the Subscription and ensuring that such Processing complies with Data Protection & Privacy Laws. Any Third-Party Product integrated and/or used shall not be deemed a Sub-Processor for any purpose under this Addendum.

Sub-Processing. 6.1 Each Subscriber Group Member authorizes iCIMS authorises Supplier and each iCIMS Supplier Affiliate to appoint (and permit each Sub- Sub-Processor appointed in accordance with this Section 6 4 to appoint) Sub-Processors in accordance with this Section 6 and any restrictions in the Subscription Agreement. 6.2 iCIMS Principal Agreement and this Addendum. Supplier and each iCIMS Supplier Affiliate may continue to use those Sub-Processors already engaged by iCIMS Supplier or any iCIMS Supplier Affiliate as at the date of this Addendum, subject to iCIMS Supplier and each iCIMS Supplier Affiliate in each case as soon as practicable meeting the obligations set out in this Section 6.4. The and Supplier providing a list of any such Sub-Processors used prior to provide the Subscription and their country or location performance of Processing may be accessed at ▇▇▇▇▇://▇▇▇▇▇.▇▇▇▇/GDPR- subprocessorsServices. iCIMS provides a mechanism which may be accessed at ▇▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/gc for Subscriber to subscribe to receive email Supplier shall give CSG prior written notice when iCIMS intends to add or replace a of the appointment of any new Sub-Processor, including full details of the location and if Subscriber subscribes, iCIMS shall provide notification Processing to Subscriber of such changes. 6.3 Subscriber may object to iCIMS’ proposed be undertaken by the Sub-Processor changes by notifying iCIMS within thirty (30) days of iCIMS’ notice in accordance prior to or concurrent with the mechanism set forth appointment of such Sub-Processor. If, within 30 (thirty) calendar days' of receipt of that notice, CSG notifies Supplier in Section 6.2 writing of any objections (on reasonable grounds) to the “Objection Period”proposed appointment: (i) if Subscriber reasonably determines Supplier will cancel its plan to use the Sub-Processor for the processing of CSG Personal Information and will offer an alternative to provide the Services without such Sub-Processor; or (ii) Supplier will take the corrective steps requested by CSG in its objection(s) and proceed to use the Sub-Processor to process CSG Personal Information; or (iii) CSG may choose not to use the Services that would involve the use of such Sub-Processor is unable with regard to Process Subscriber Personal Data in accordance with Information, subject to adjustment of the terms of this Addendum. Such notice shall explain the Subscriber’s good-faith, reasonable grounds remuneration for the objectionServices considering the reduced scope of the Services. 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 none of the Subscription or recommend a reasonable change above options are reasonably available and all of CSG’s objections have not been resolved to Subscriber’s configuration or use the mutual satisfaction of the Subscription which avoids the use Parties within 30 (thirty) calendar days of the proposed Sub-Processor; and where such a change cannot be made within thirty (30) days from iCIMS’ Supplier's receipt of SubscriberCSG's objection noticeobjection, notwithstanding anything in the Subscription Agreement, Subscriber either Party may by written notice to iCIMS within such 30-day period, with immediate effect, terminate the applicable SOW or Order Form(s) with respect only Form and CSG will be entitled to those Subscriptions (i.e., product offering, portal, module, line item) which cana pro-rata refund for prepaid fees for Services not be provided by iCIMS without the use performed as 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 termination with respect to such Terminated Service Portion, without imposing a penalty for such termination on Subscribertermination. If Subscriber does not terminate the applicable Order Form(s) within such 30-day period, Subscriber’s objection shall be considered withdrawn and the proposed Sub-Processor shall be deemed approved. 6.4 With respect to each Sub-Processor, iCIMS Supplier or the relevant iCIMS Supplier Affiliate shall: 6.4.1 : • before the Sub-Processor first Processes Subscriber begins Processing Personal Data (or, where relevant, in accordance with Section 6.2)Information, carry out adequate due diligence to ensure that the Sub-Processor is capable of providing the level of protection for Subscriber Personal Data Information required by the Subscription Agreement; 6.4.2 this Addendum; • ensure that the arrangement between on the one hand (a) iCIMSSupplier or the relevant Supplier Affiliate, or and (b) the relevant iCIMS Affiliate, or (c) the relevant intermediate Sub-Processor; and on the other hand, the Sub-Processor, is governed by a written contract including terms which offer at least the same level of protection for Subscriber Personal Data Information as those set out in this Addendum and meet Addendum; • provide to CSG for review such copies of the Contracted Processors' agreements with Sub-Processors (which may be redacted to remove confidential commercial information not relevant to the requirements of Data Protection & Privacy Laws, which include Article 28(3this Addendum) of the GDPR; and 6.4.3 if that arrangement involves a Restricted Transfer, ensure that appropriate safeguards (e.g., the applicable Standard Contractual Clauses, binding corporate rules, etc.) are at all relevant times incorporated into the agreement between on the one hand (a) iCIMS, or (b) the relevant iCIMS Affiliate, or (c) the relevant intermediate as CSG may request from time to time. Supplier and each Supplier Affiliate shall be responsible for each such Sub-Processor; and on the other hand, the Sub-Processor. 6.5 iCIMS shall be liable for the acts and omissions ’s performance of its Sub-Processors to the same extent iCIMS would be liable if performing the services of each Sub-Processor directly under obligations and compliance with the terms of this Addendum. 6.6 The Parties agree that any copy of a Sub-Processor agreement that iCIMS must provide to Subscriber pursuant to the Standard Contractual Clauses may have all commercialPrincipal Agreement, proprietary, and confidential information, and clauses unrelated to this Addendum and the Standard Contractual Clauses, removed or redacted by iCIMS beforehand; and, that such copy will be provided by iCIMS, in a manner mutually agreed upon by the Parties, only upon request by SubscriberApplicable Law. 6.7 For the avoidance of doubt, Subscriber is solely responsible for its integration and/or use of any Third-Party Product to Process Subscriber Personal Data pursuant to or in connection with the Subscription and ensuring that such Processing complies with Data Protection & Privacy Laws. Any Third-Party Product integrated and/or used shall not be deemed a Sub-Processor for any purpose under this Addendum.

Sub-Processing. 6.1 Each Subscriber Group Member Distributor represents and warrants that (i) it authorizes iCIMS and each iCIMS Affiliate the disclosure of Personal Data by Intermedia to appoint (and permit each Sub- Processor appointed in accordance with this Section 6 to appoint) its Sub-Processors in accordance with this Section 6 the context of the Service under the conditions set forth below and any restrictions in (ii) it has obtained Purchaser’s authorization for the Subscription Agreement. 6.2 iCIMS and each iCIMS Affiliate may continue disclosure of Personal Data by Intermedia to use those its Sub-Processors already engaged in the context of the Service under the conditions set forth below, and Intermedia represents and warrants that: 9.1. When sub-processing the Processing of Personal Data in the context of the Service, Intermedia binds its Sub-Processors by iCIMS way of an agreement which imposes on the Sub-Processor the same or any iCIMS Affiliate substantially similar data protection obligations as at the date of are imposed on Intermedia under this Addendum, subject in particular providing sufficient guarantees to iCIMS implement appropriate technical and each iCIMS Affiliate in each case as soon as practicable meeting organizational measures to ensure the Processing will meet requirements under Data Protection Law, to the extent applicable to the nature of the service provided by the Sub-Processors. Where the Sub-Processor fails to fulfill its data protection obligations set out in Section 6.4under such agreement, Intermedia shall remain fully liable towards Distributor for the performance of the Sub-Processor’s obligations under such agreement. 9.2. The Intermedia agrees to provide Distributor with a list of Intermedia’s current Sub-Processors and shall notify Distributor of any addition or replacement of Sub-Processors used Processors; provided that Distributor must subscribe to provide receive email notification(s) in such manner as shall be made available by Intermedia through Distributor’s administrative control panel for Intermedia services. Intermedia shall allow Distributor to reasonably object to such changes by notifying Intermedia in writing within ten (10) business days after receipt of Intermedia’s notice of the Subscription and their country addition or location replacement of Processing may a Sub-Processor. Distributor’s objection should be accessed at sent to ▇▇▇▇▇://▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇▇/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 Distributor does not object within such period, Distributor shall be deemed to have consented to the Processing of Personal Data by such Sub-Processor. If Distributor reasonably objects to the addition of 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 Intermedia cannot be made within thirty (30) days from iCIMS’ reasonably accommodate Distributor’s objection, Intermedia will notify Distributor. Upon receipt of Subscriber's objection noticeIntermedia’s notification, notwithstanding anything in the Subscription Agreement, Subscriber Distributor may by written notice to iCIMS within such 30-day period, with immediate effect, terminate the those applicable Order Form(s) with respect only to those Subscriptions (i.e., product offering, portal, module, line item) Services which cannot be provided by iCIMS Intermedia without the use of the objected-such Sub- Processor by providing thirty (30) days written notice 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 termination with respect to such Terminated Service Portion, without imposing a penalty for such termination on Subscriber. If Subscriber does not terminate the applicable Order Form(s) within such 30-day period, Subscriber’s objection shall be considered withdrawn and the proposed Sub-Processor shall be deemed approvedIntermedia. 6.4 With respect to each Sub-Processor, iCIMS or the relevant iCIMS Affiliate shall: 6.4.1 before the Sub-Processor first Processes Subscriber Personal Data (or, where relevant, in accordance with Section 6.2), carry out due diligence to ensure that the Sub-Processor is capable of providing the level of protection for Subscriber Personal Data required by the Subscription Agreement; 6.4.2 ensure that the arrangement between on the one hand (a) iCIMS, or (b) the relevant iCIMS Affiliate, or (c) the relevant intermediate Sub-Processor; and on the other hand, the Sub-Processor, is governed by a written contract including terms which offer at least the same level of protection for Subscriber Personal Data as those set out in this Addendum and meet the requirements of Data Protection & Privacy Laws, which include Article 28(3) of the GDPR; and 6.4.3 if that arrangement involves a Restricted Transfer, ensure that appropriate safeguards (e.g., the applicable Standard Contractual Clauses, binding corporate rules, etc.) are at all relevant times incorporated into the agreement between on the one hand (a) iCIMS, or (b) the relevant iCIMS Affiliate, or (c) the relevant intermediate Sub-Processor; and on the other hand, the Sub-Processor. 6.5 iCIMS shall be liable for the acts and omissions of its Sub-Processors to the same extent iCIMS would be liable if performing the services of each Sub-Processor directly under the terms of this Addendum. 6.6 The Parties agree that any copy of a Sub-Processor agreement that iCIMS must provide to Subscriber pursuant to the Standard Contractual Clauses may have all commercial, proprietary, and confidential information, and clauses unrelated to this Addendum and the Standard Contractual Clauses, removed or redacted by iCIMS beforehand; and, that such copy will be provided by iCIMS, in a manner mutually agreed upon by the Parties, only upon request by Subscriber. 6.7 For the avoidance of doubt, Subscriber is solely responsible for its integration and/or use of any Third-Party Product to Process Subscriber Personal Data pursuant to or in connection with the Subscription and ensuring that such Processing complies with Data Protection & Privacy Laws. Any Third-Party Product integrated and/or used shall not be deemed a Sub-Processor for any purpose under this Addendum.

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.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 termination with respect to such Terminated Service Portion, without imposing a penalty for such termination on Subscriber. If Subscriber does not terminate the applicable Order Form(s) within such 30-day period, Subscriber’s objection shall be considered withdrawn and the proposed Sub-Processor shall be deemed approved.and 6.4 With respect to each Sub-Processor, iCIMS or the relevant iCIMS Affiliate shall:shall:‌ 6.4.1 before the Sub-Processor first Processes Subscriber Personal Data (or, where relevant, in accordance with Section 6.2), carry out due diligence to ensure that the Sub-Processor is capable of providing the level of protection for Subscriber Personal Data required by the Subscription Agreement; 6.4.2 ensure that the arrangement between on the one hand (a) iCIMS, or (b) the relevant iCIMS Affiliate, or (c) the relevant intermediate Sub-Processor; and on the other hand, the Sub-Processor, is governed by a written contract including terms which offer at least the same level of protection for Subscriber Personal Data as those set out in this Addendum and meet the requirements of Data Protection & Privacy Laws, which include Article 28(3) of the GDPR; and 6.4.3 if that arrangement involves a Restricted Transfer, ensure that appropriate safeguards (e.g., the applicable Standard Contractual Clauses, binding corporate rules, etc.) are at all relevant times incorporated into the agreement between on the one hand (a) iCIMS, or (b) the relevant iCIMS Affiliate, or (c) the relevant intermediate Sub-Processor; and on the other hand, the Sub-Processor.times‌ 6.5 iCIMS shall be liable for the acts and omissions of its Sub-Processors to the same extent iCIMS would be liable if performing the services of each Sub-Processor directly under the terms of this Addendum. 6.6 The Parties agree that any copy of a Sub-Processor agreement that iCIMS must provide to Subscriber pursuant to the Standard Contractual Clauses may have all commercial, proprietary, and confidential information, and clauses unrelated to this Addendum and the Standard Contractual Clauses, removed or redacted by iCIMS beforehand; and, that such copy will be provided by iCIMS, in a manner mutually agreed upon by the Parties, only upon request by Subscriber. 6.7 For the avoidance of doubt, Subscriber is solely responsible for its integration and/or use of any Third-Party Product to Process Subscriber Personal Data pursuant to or in connection with the Subscription and ensuring that such Processing complies with Data Protection & Privacy Laws. Any Third-Party Product integrated and/or used shall not be deemed a Sub-Processor for any purpose under this Addendum.

Sub-Processing. 6.1 Each Subscriber Group Member authorizes iCIMS and each iCIMS Affiliate 6.1. Customer hereby grants general written authorization to ASAPP 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 Subperform specific Processing activities on its behalf. A list of sub-Processors already currently engaged by iCIMS or any iCIMS Affiliate as ASAPP in connection with the Services can be found 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 /sub-processors/ (as may be updated by ASAPP from time to time in accordance with this DPA) (³6X-3EURFHVV).RU 6LWH´ 6.2. ASAPP shall make available on its Sub-Processor Site a mechanism to subscribe to receive email notice when iCIMS intends to add or replace a notifications of new Sub-Processor, and if Subscriber subscribes, iCIMS Processors. ASAPP shall provide such notification to Subscriber those emails that have subscribed at least twenty-eight (28) days in advance of such changes. 6.3 Subscriber may object to iCIMS’ proposed allowing the new Sub-Processor changes by notifying iCIMS within thirty (30) days of iCIMS’ notice in accordance with to Process Customer Personal Data O(bjtecthioen Per“iod”). During the mechanism set forth in Section 6.2 (the “Objection Period”) if Subscriber , obje of the new Sub-Processor must be provided to ASAPP in writing and based on reasonable grounds. In such event, the Parties will discuss those objections in good faith with a view to achieving resolution. If it can be reasonably determines such demonstrated to ASAPP that the new Sub-Processor is unable to Process Subscriber Customer Personal Data in accordance compliance with the terms of this Addendum. Such notice shall explain DPA and ASAPP cannot provide an alternative Sub- Processor, or 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 Parties are not otherwise able to make available a reasonable change achieve resolution as provided 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; preceding sentence, Customer, as its sole and where such a change cannot be made within thirty (30) days from iCIMS’ receipt of Subscriber's objection noticeexclusive remedy, 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 to only to those Subscriptions (i.e., product offering, portal, module, line item) aspects which cannot be provided by iCIMS ASAPP without the use of the objected-to new Sub-Processor (the “Terminated Service Portion”)by providing advance written notice to ASAPP of such termination. iCIMS ASAPP will refund to Subscriber Customer any prepaid unused fees covering the remainder of the Subscription Period for the Terminated Service Portion such Order Form(s) following the effective date of termination with respect to such Terminated Service Portion, without imposing a penalty for such termination on Subscribertermination. 6.3. If Subscriber does not terminate the applicable Order Form(s) within such 30-day period, Subscriber’s objection shall be considered withdrawn and the proposed Before engaging any Sub-Processor shall be deemed approved. 6.4 With respect to each Sub-ProcessorProcess Customer Personal Data, iCIMS or the relevant iCIMS Affiliate shall: 6.4.1 before ASAPP will enter into a binding written agreement with the Sub-Processor first Processes Subscriber Personal Data (or, where relevant, in accordance with Section 6.2), carry out due diligence to ensure that imposes on the Sub-Processor is capable of providing the level of protection for Subscriber Personal Data required by the Subscription Agreement; 6.4.2 ensure obligations that the arrangement between are no less protective than those imposed on the one hand (a) iCIMS, or (b) the relevant iCIMS Affiliate, or (c) the relevant intermediate Sub-Processor; and on the other hand, ASAPP under this DPA. Where the Sub-ProcessorProcessor fails to fulfil its data protection obligations, is governed by a written contract including terms which offer at least the same level of protection for Subscriber Personal Data as those set out in this Addendum and meet the requirements of Data Protection & Privacy Laws, which include Article 28(3) of the GDPR; and 6.4.3 if that arrangement involves a Restricted Transfer, ensure that appropriate safeguards (e.g., the applicable Standard Contractual Clauses, binding corporate rules, etc.) are at all relevant times incorporated into the agreement between on the one hand (a) iCIMS, or (b) the relevant iCIMS Affiliate, or (c) the relevant intermediate Sub-Processor; and on the other hand, the Sub-Processor. 6.5 iCIMS shall be ASAPP will remain fully liable to Customer for the acts and omissions performance of its such Sub-Processors to the same extent iCIMS would be liable if performing the services of each Sub-Processor directly under the terms of this Addendumobligations. 6.6 The Parties agree that any copy of a Sub-Processor agreement that iCIMS must provide to Subscriber pursuant to the Standard Contractual Clauses may have all commercial, proprietary, and confidential information, and clauses unrelated to this Addendum and the Standard Contractual Clauses, removed or redacted by iCIMS beforehand; and, that such copy will be provided by iCIMS, in a manner mutually agreed upon by the Parties, only upon request by Subscriber. 6.7 For the avoidance of doubt, Subscriber is solely responsible for its integration and/or use of any Third-Party Product to Process Subscriber Personal Data pursuant to or in connection with the Subscription and ensuring that such Processing complies with Data Protection & Privacy Laws. Any Third-Party Product integrated and/or used shall not be deemed a Sub-Processor for any purpose under this Addendum.

Sub-Processing. 6.1 Each Subscriber Group Member authorizes iCIMS and each iCIMS Affiliate to appoint (and permit each Sub- Processor appointed in a. In accordance with this the structure of the Services as described in 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 2 of this AddendumDPA, subject Customer consents to iCIMS and each iCIMS Affiliate in each case as soon as practicable meeting the obligations set out in Section 6.4. The list ▇▇▇▇▇▇▇ ▇▇▇▇▇'▇ use of Sub-Processors used (which shall be understood as potentially any Rosetta Stone affiliates or subsidiaries, as defined in this DPA) in the performance of ▇▇▇▇▇▇▇ ▇▇▇▇▇'▇ obligations under the Agreement in accordance with the terms of the this DPA. b. In addition to provide the Subscription and their country possible use of ▇▇▇▇▇▇▇ ▇▇▇▇▇’▇ affiliates or location of Processing may be accessed subsidiaries as Sub-Processors, Customer authorizes Rosetta Stone to engage, as third parties Sub-Processors, the entities listed at ▇▇▇▇▇://▇▇▇▇▇▇▇.▇▇▇▇/GDPR- subprocessors. iCIMS provides a mechanism which may be accessed at ▇▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/gc /s/article/Enterpris e-and-Education-Subprocessors?language=en_US (as may be updated by Rosetta Stone from time to time). i. If Customer subscribes to such webpage, Rosetta Stone shall inform Customer of any Sub-Processor additions or replacements by updating such webpage at least ten (10) days prior to the addition or replacement. c. Customer may object to a Sub-Processor addition or replacement solely on reasonable grounds by notifying Rosetta Stone of its objection and the grounds within ten (10) days after receipt of ▇▇▇▇▇▇▇ ▇▇▇▇▇'▇ notice. In the event of such an objection, Rosetta Stone may elect to not engage such Sub-Processor. If Rosetta Stone continues use of such Sub-Processor after Customer’s reasonable objection, then Customer may elect to immediately (without prejudice to accrued fees or other rights under the Agreement) suspend or terminate the Agreement upon notice to Rosetta Stone. d. Notwithstanding the foregoing, Rosetta Stone may replace a Sub-Processor if the need for Subscriber the change is urgent and necessary to subscribe provide the Services and continuity thereof. In such instance, Rosetta Stone shall notify Customer of the replacement as soon as reasonably practicable, and Customer shall retain the right to receive email notice when iCIMS intends object to add the replacement Sub-Processor pursuant to this paragraph. e. Rosetta Stone shall remain at all times responsible for and fully liable to Customer for the Sub-Processors' performance of its obligations. Rosetta Stone shall also enter into a binding written agreement with each authorized Sub-Processor that imposes, for the concerned processing, the same or replace greater obligations as ▇▇▇▇▇▇▇ ▇▇▇▇▇’▇ obligations as set forth under this DPA. i. When Rosetta Stone LLC acts as a Sub-Processor, and if Subscriber subscribeswhere applicable, iCIMS Rosetta Stone LLC shall provide notification to Subscriber comply with the obligations imposed on "data importers" under Module THREE of such changesthe EU Model Clauses ("P2P Model Clauses"). 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 Addendumii. 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 For purposes 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 termination with respect to such Terminated Service Portion, without imposing a penalty for such termination on Subscriber. If Subscriber does not terminate the applicable Order Form(s) within such 30-day period, Subscriber’s objection shall be considered withdrawn and the proposed Sub-Processor shall be deemed approved. 6.4 With respect to each Sub-Processor, iCIMS or the relevant iCIMS Affiliate shall: 6.4.1 before the Sub-Processor first Processes Subscriber Personal Data (or, where relevant, in accordance with Section 6.2), carry out due diligence to ensure that the Sub-Processor is capable of providing the level of protection for Subscriber Personal Data required by the Subscription Agreement; 6.4.2 ensure that the arrangement between on the one hand (a) iCIMS, or (b) the relevant iCIMS Affiliate, or (c) the relevant intermediate Sub-Processor; and on the other hand, the Sub-Processor, is governed by a written contract including terms which offer at least the same level of protection for Subscriber Personal Data as those set out in this Addendum and meet the requirements of Data Protection & Privacy Laws, which include Article 28(3) of the GDPR; and 6.4.3 if that arrangement involves a Restricted Transfer, ensure that appropriate safeguards (e.g., the applicable Standard Contractual P2P Model Clauses, binding corporate rules, etcSections 6 and 7 below shall apply.) are at all relevant times incorporated into the agreement between on the one hand (a) iCIMS, or (b) the relevant iCIMS Affiliate, or (c) the relevant intermediate Sub-Processor; and on the other hand, the Sub-Processor. 6.5 iCIMS shall be liable for the acts and omissions of its Sub-Processors to the same extent iCIMS would be liable if performing the services of each Sub-Processor directly under the terms of this Addendum. 6.6 The Parties agree that any copy of a Sub-Processor agreement that iCIMS must provide to Subscriber pursuant to the Standard Contractual Clauses may have all commercial, proprietary, and confidential information, and clauses unrelated to this Addendum and the Standard Contractual Clauses, removed or redacted by iCIMS beforehand; and, that such copy will be provided by iCIMS, in a manner mutually agreed upon by the Parties, only upon request by Subscriber. 6.7 For the avoidance of doubt, Subscriber is solely responsible for its integration and/or use of any Third-Party Product to Process Subscriber Personal Data pursuant to or in connection with the Subscription and ensuring that such Processing complies with Data Protection & Privacy Laws. Any Third-Party Product integrated and/or used shall not be deemed a Sub-Processor for any purpose under this Addendum.

Sub-Processing. 6.1 Each Subscriber Group Member authorizes iCIMS and each iCIMS Affiliate 4.1 VWGoA on its own behalf grants Supplier a general consent to appoint (and permit each Sub- Processor appointed in accordance with this Section 6 engage Authorized Persons, including subcontractors, to appoint) Sub-Processors in accordance with this Section 6 and any restrictions in perform the Subscription AgreementServices as needed. 6.2 iCIMS and each iCIMS Affiliate may continue 4.2 If Supplier uses subcontractors to use those Sub-Processors already engaged by iCIMS or any iCIMS Affiliate as at fulfill its obligations under 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 termination with respect to such Terminated Service Portion, without imposing a penalty for such termination on Subscriber. If Subscriber does not terminate the applicable Order Form(s) within such 30-day period, Subscriber’s objection shall be considered withdrawn and the proposed Sub-Processor shall be deemed approved. 6.4 With respect to each Sub-Processor, iCIMS or the relevant iCIMS Affiliate shall: 6.4.1 before the Sub-Processor first Processes Subscriber Personal Data (or, where relevant, in accordance with Section 6.2), carry out it will: • Conduct reasonable due diligence to ensure that the Sub-Processor subcontractor is capable of providing the level of protection for Subscriber Personal the VWGoA Data or Systems as required by the Subscription Agreement; 6.4.2 ensure that the arrangement between on the one hand (a) iCIMS, or (b) the relevant iCIMS Affiliate, or (c) the relevant intermediate Sub-ProcessorDPSA and Applicable Law; and on the other hand, the Sub-Processor, is governed by • Execute a written contract including detailing the terms of the sub-processing activities and providing for provisions which offer at least the same level of protection for Subscriber of VWGoA Data or VWGoA Systems as this DPSA and provide a copy to VWGoA; • Ensure no transfer outside the jurisdiction in which the Personal Data as those set out in this Addendum and meet the requirements of Data Protection & Privacy Laws, which include Article 28(3) of the GDPRInformation was collected without prior authorization from VWGoA; and 6.4.3 if that arrangement involves a Restricted Transfer, ensure that appropriate safeguards (e.g., the applicable Standard Contractual Clauses, binding corporate rules, etc.) are at all relevant times incorporated into the agreement between on the one hand (a) iCIMS, or (b) the relevant iCIMS Affiliate, or (c) the relevant intermediate Sub-Processor; and on the other hand, the Sub-Processor. 6.5 iCIMS shall be liable for the acts and omissions of its Sub-Processors • Ensure any subcontractor adheres to the same extent iCIMS would be liable if performing the services of each Sub-Processor directly under the terms of this AddendumDPSA as if it were a party to it; • Keep a list of subcontractor agreements, which shall be updated regularly and made available to VWGoA upon request; • Ensure that the subcontractor performs the obligations under this DPSA, as if it were a party to the DPSA in place of Supplier, except that Supplier will coordinate communication with VWGoA and is entitled to make and receive communication in relation to this DPSA on behalf of any subcontractors. Supplier shall obtain the necessary authorization from the subcontractors in this regard. • Ensure that Supplier notifies VWGoA of any subcontractors hired by its subcontractors and that such additional subcontractors are bound by written agreement to the terms of this DPSA, Applicable Law and offer the same level of protection to VWGoA Data or VWGoA Systems as Supplier and its subcontractors. 6.6 The Parties agree 4.3 Supplier shall give VWGoA prior written notice of the appointment of any subcontractor, including full details of the Processing to be undertaken by the subcontractor, the name and contact details of the subcontractor and the date of the subcontracting agreement. If, within 4 weeks of receipt of that notice, VWGoA notifies Supplier in writing of any copy objections (on reasonable grounds) to the proposed appointment, Supplier shall not appoint that proposed subcontractor except with the prior written authorization of a SubVWGoA. Should Supplier choose to retain the objected-Processor agreement that iCIMS must provide to Subscriber subcontractor, Supplier will notify VWGoA at least fourteen (14) days before appointing the subcontractor and VWGoA may immediately discontinue using the relevant portion of the Service and VWGoA may terminate the relevant portion of the Service within thirty (30) days. Upon termination by VWGoA pursuant to this section, Supplier shall refund VWGoA any prepaid fees for the Standard Contractual Clauses may have all commercial, proprietary, and confidential information, and clauses unrelated terminated portions of the Service that were to this Addendum and the Standard Contractual Clauses, removed or redacted by iCIMS beforehand; and, that such copy will be provided by iCIMS, in a manner mutually agreed upon by after the Parties, only upon request by Subscribereffective date of termination. 6.7 For the avoidance of doubt4.4 Where subcontractor fails to fulfil its obligations with respect to VWGoA Data or Systems, Subscriber is solely responsible Supplier shall remain fully liable to VWGoA for its integration and/or use of any Third-Party Product to Process Subscriber Personal Data pursuant to or in connection with the Subscription and ensuring that such Processing complies with Data Protection & Privacy Laws. Any Third-Party Product integrated and/or used shall not be deemed a Sub-Processor for any purpose under this Addendumsubcontractor.

Sub-Processing. 6.1 Each Subscriber Group Member authorizes iCIMS authorises Supplier and each iCIMS Supplier Affiliate to appoint (and permit each Sub- Sub-Processor appointed in accordance with this Section 6 4 to appoint) Sub-Processors in accordance with this Section 6 and any restrictions in the Subscription Agreement. 6.2 iCIMS Principal Agreement and this Addendum. Supplier and each iCIMS Supplier Affiliate may continue to use those Sub-Processors already engaged by iCIMS Supplier or any iCIMS Supplier Affiliate as at the date of this Addendum, subject to iCIMS Supplier and each iCIMS Supplier Affiliate in each case as soon as practicable meeting the obligations set out in this Section 6.4. The and Supplier providing a list of any such Sub-Processors used prior to provide the Subscription and their country or location performance of Processing may be accessed at ▇▇▇▇▇://▇▇▇▇▇.▇▇▇▇/GDPR- subprocessorsServices. iCIMS provides a mechanism which may be accessed at ▇▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/gc for Subscriber to subscribe to receive email Supplier shall give Citrix prior written notice when iCIMS intends to add or replace a of the appointment of any new Sub-Processor, including full details of the location and if Subscriber subscribes, iCIMS shall provide notification Processing to Subscriber of such changes. 6.3 Subscriber may object to iCIMS’ proposed be undertaken by the Sub-Processor changes by notifying iCIMS within thirty (30) days of iCIMS’ notice in accordance prior to or concurrent with the mechanism set forth appointment of such Sub-Processor. If, within 30 (thirty) calendar days' of receipt of that notice, Citrix notifies Supplier in Section 6.2 writing of any objections (on reasonable grounds) to the “Objection Period”proposed appointment: (i) if Subscriber reasonably determines Supplier will cancel its plan to use the Sub-Processor for the processing of Citrix Personal Information and will offer an alternative to provide the Services without such Sub-Processor; or (ii) Supplier will take the corrective steps requested by Citrix in its objection(s) and proceed to use the Sub-Processor to process Citrix Personal Information; or (iii) Citrix may choose not to use the Services that would involve the use of such Sub-Processor is unable with regard to Process Subscriber Personal Data in accordance with Information, subject to adjustment of the terms of this Addendum. Such notice shall explain the Subscriber’s good-faith, reasonable grounds remuneration for the objectionServices considering the reduced scope of the Services. 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 none of the Subscription or recommend a reasonable change above options are reasonably available and all of Citrix’s objections have not been resolved to Subscriber’s configuration or use the mutual satisfaction of the Subscription which avoids the use Parties within 30 (thirty) calendar days of the proposed Sub-Processor; and where such a change cannot be made within thirty (30) days from iCIMS’ Supplier's receipt of SubscriberCitrix's objection noticeobjection, notwithstanding anything in the Subscription Agreement, Subscriber either Party may by written notice to iCIMS within such 30-day period, with immediate effect, terminate the applicable Order Form(s) with respect only ordering document and Citrix will be entitled to those Subscriptions (i.e., product offering, portal, module, line item) which cana pro-rata refund for prepaid fees for Services not be provided by iCIMS without the use performed as 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 termination with respect to such Terminated Service Portion, without imposing a penalty for such termination on Subscribertermination. If Subscriber does not terminate the applicable Order Form(s) within such 30-day period, Subscriber’s objection shall be considered withdrawn and the proposed Sub-Processor shall be deemed approved. 6.4 With respect to each Sub-Processor, iCIMS Supplier or the relevant iCIMS Supplier Affiliate shall: 6.4.1 : • before the Sub-Processor first Processes Subscriber begins Processing Personal Data (or, where relevant, in accordance with Section 6.2)Information, carry out adequate due diligence to ensure that the Sub-Processor is capable of providing the level of protection for Subscriber Personal Data Information required by the Subscription Agreement; 6.4.2 this Addendum; • ensure that the arrangement between on the one hand (a) iCIMSSupplier or the relevant Supplier Affiliate, or and (b) the relevant iCIMS Affiliate, or (c) the relevant intermediate Sub-Processor; and on the other hand, the Sub-Processor, is governed by a written contract including terms which offer at least the same level of protection for Subscriber Personal Data Information as those set out in this Addendum and meet Addendum; • provide to Citrix for review such copies of the Contracted Processors' agreements with Sub-Processors (which may be redacted to remove confidential commercial information not relevant to the requirements of Data Protection & Privacy Laws, which include Article 28(3this Addendum) of the GDPR; and 6.4.3 if that arrangement involves a Restricted Transfer, ensure that appropriate safeguards (e.g., the applicable Standard Contractual Clauses, binding corporate rules, etc.) are at all relevant times incorporated into the agreement between on the one hand (a) iCIMS, or (b) the relevant iCIMS Affiliate, or (c) the relevant intermediate as Citrix may request from time to time. Supplier and each Supplier Affiliate shall be responsible for each such Sub-Processor; and on the other hand, the Sub-Processor. 6.5 iCIMS shall be liable for the acts and omissions ’s performance of its Sub-Processors to the same extent iCIMS would be liable if performing the services of each Sub-Processor directly under obligations and compliance with the terms of this Addendum. 6.6 The Parties agree that any copy of a Sub-Processor agreement that iCIMS must provide to Subscriber pursuant to the Standard Contractual Clauses may have all commercialPrincipal Agreement, proprietary, and confidential information, and clauses unrelated to this Addendum and the Standard Contractual Clauses, removed or redacted by iCIMS beforehand; and, that such copy will be provided by iCIMS, in a manner mutually agreed upon by the Parties, only upon request by SubscriberApplicable Law. 6.7 For the avoidance of doubt, Subscriber is solely responsible for its integration and/or use of any Third-Party Product to Process Subscriber Personal Data pursuant to or in connection with the Subscription and ensuring that such Processing complies with Data Protection & Privacy Laws. Any Third-Party Product integrated and/or used shall not be deemed a Sub-Processor for any purpose under this Addendum.

Sub-Processing. 6.1 Each Subscriber Group Member authorizes iCIMS authorises Supplier and each iCIMS Supplier Affiliate to appoint (and permit each Sub- Sub-Processor appointed in accordance with this Section 6 4 to appoint) Sub-Processors in accordance with this Section 6 and any restrictions in the Subscription Agreement. 6.2 iCIMS Principal Agreement and this Addendum. Supplier and each iCIMS Supplier Affiliate may continue to use those Sub-Processors already engaged by iCIMS Supplier or any iCIMS Supplier Affiliate as at the date of this Addendum, subject to iCIMS Supplier and each iCIMS Supplier Affiliate in each case as soon as practicable meeting the obligations set out in this Section 6.4. The and Supplier providing a list of any such Sub-Processors used prior to provide the Subscription and their country or location performance of Processing may be accessed at ▇▇▇▇▇://▇▇▇▇▇.▇▇▇▇/GDPR- subprocessorsServices. iCIMS provides a mechanism which may be accessed at ▇▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/gc for Subscriber to subscribe to receive email Supplier shall give Citrix prior written notice when iCIMS intends to add or replace a of the appointment of any new Sub-Processor, including full details of the location and if Subscriber subscribes, iCIMS shall provide notification Processing to Subscriber of such changes. 6.3 Subscriber may object to iCIMS’ proposed be undertaken by the Sub-Processor changes by notifying iCIMS within thirty (30) days of iCIMS’ notice in accordance prior to or concurrent with the mechanism set forth appointment of such Sub-Processor. If, within 30 (thirty) calendar days' of receipt of that notice, Citrix notifies Supplier in Section 6.2 writing of any objections (on reasonable grounds) to the “Objection Period”proposed appointment: (i) if Subscriber reasonably determines Supplier will cancel its plan to use the Sub-Processor for the processing of Citrix Personal Information and will offer an alternative to provide the Services without such Sub-Processor; or (ii) Supplier will take the corrective steps requested by Citrix in its objection(s) and proceed to use the Sub-Processor to process Citrix Personal Information; or (iii) Citrix may choose not to use the Services that would involve the use of such Sub-Processor is unable with regard to Process Subscriber Personal Data in accordance with Information, subject to adjustment of the terms of this Addendum. Such notice shall explain the Subscriber’s good-faith, reasonable grounds remuneration for the objectionServices considering the reduced scope of the Services. 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 none of the Subscription or recommend a reasonable change above options are reasonably available and all of Citrix’s objections have not been resolved to Subscriber’s configuration or use the mutual satisfaction of the Subscription which avoids the use Parties within 30 (thirty) calendar days of the proposed Sub-Processor; and where such a change cannot be made within thirty (30) days from iCIMS’ Supplier's receipt of SubscriberCitrix's objection noticeobjection, notwithstanding anything in the Subscription Agreement, Subscriber either Party may by written notice to iCIMS within such 30-day period, with immediate effect, terminate the applicable SOW or Order Form(s) with respect only Form and Citrix will be entitled to those Subscriptions (i.e., product offering, portal, module, line item) which cana pro-rata refund for prepaid fees for Services not be provided by iCIMS without the use performed as 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 termination with respect to such Terminated Service Portion, without imposing a penalty for such termination on Subscribertermination. If Subscriber does not terminate the applicable Order Form(s) within such 30-day period, Subscriber’s objection shall be considered withdrawn and the proposed Sub-Processor shall be deemed approved. 6.4 With respect to each Sub-Processor, iCIMS Supplier or the relevant iCIMS Supplier Affiliate shall: 6.4.1 : • before the Sub-Processor first Processes Subscriber begins Processing Personal Data (or, where relevant, in accordance with Section 6.2)Information, carry out adequate due diligence to ensure that the Sub-Processor is capable of providing the level of protection for Subscriber Personal Data Information required by the Subscription Agreement; 6.4.2 this Addendum; • ensure that the arrangement between on the one hand (a) iCIMSSupplier or the relevant Supplier Affiliate, or and (b) the relevant iCIMS Affiliate, or (c) the relevant intermediate Sub-Processor; and on the other hand, the Sub-Processor, is governed by a written contract including terms which offer at least the same level of protection for Subscriber Personal Data Information as those set out in this Addendum and meet Addendum; • provide to Citrix for review such copies of the Contracted Processors' agreements with Sub-Processors (which may be redacted to remove confidential commercial information not relevant to the requirements of Data Protection & Privacy Laws, which include Article 28(3this Addendum) of the GDPR; and 6.4.3 if that arrangement involves a Restricted Transfer, ensure that appropriate safeguards (e.g., the applicable Standard Contractual Clauses, binding corporate rules, etc.) are at all relevant times incorporated into the agreement between on the one hand (a) iCIMS, or (b) the relevant iCIMS Affiliate, or (c) the relevant intermediate as Citrix may request from time to time. Supplier and each Supplier Affiliate shall be responsible for each such Sub-Processor; and on the other hand, the Sub-Processor. 6.5 iCIMS shall be liable for the acts and omissions ’s performance of its Sub-Processors to the same extent iCIMS would be liable if performing the services of each Sub-Processor directly under obligations and compliance with the terms of this Addendum. 6.6 The Parties agree that any copy of a Sub-Processor agreement that iCIMS must provide to Subscriber pursuant to the Standard Contractual Clauses may have all commercialPrincipal Agreement, proprietary, and confidential information, and clauses unrelated to this Addendum and the Standard Contractual Clauses, removed or redacted by iCIMS beforehand; and, that such copy will be provided by iCIMS, in a manner mutually agreed upon by the Parties, only upon request by SubscriberApplicable Law. 6.7 For the avoidance of doubt, Subscriber is solely responsible for its integration and/or use of any Third-Party Product to Process Subscriber Personal Data pursuant to or in connection with the Subscription and ensuring that such Processing complies with Data Protection & Privacy Laws. Any Third-Party Product integrated and/or used shall not be deemed a Sub-Processor for any purpose under this Addendum.