SUB-PROCESSORS AND THIRD COUNTRY TRANSFERS Sample Clauses

SUB-PROCESSORS AND THIRD COUNTRY TRANSFERS. 4.1. Subject to clause 4.2, Data Processor may engage additional or replacement sub-processors to process the personal data on behalf of Data Processor without obtaining any further written, specific authorisation from Data Controller. Prior to Data Processor engaging any new sub-processor to carry out processing activities of the personal data on behalf of Data Controller, Data Processor will notify Data Controller of such change ("Initial Notice"). If Data Controller initially objects to an additional or replacement sub-processor: a) Data Processor shall provide Data Controller with any additional information reasonably requested by Data Controller to enable Data Controller to assess whether the use of the proposed sub-processor will ensure Data Controller's compliance with this Data Processing Agreement and the data protection laws; and b) subsequently, if Data Controller (acting reasonably) can demonstrate to Data Processor that such compliance will not be maintained through the proposed sub-processor, Data Controller shall be entitled to terminate the Agreement on 28 days' written notice provided such notice is given within 14 days of the Initial Notice. For clarity, this shall represent Data Controller's sole and exclusive remedy in connection with the change to Data Processor's sub-processing arrangements and Data Processor shall not be entitled to any other refund in respect of other amounts paid pursuant to the Agreement. 4.2. Where Data Processor authorises any sub-processor as described in clause 4.1, Data Processor shall: a) restrict the sub-processor's access to Data Controller's personal data only to what is necessary to maintain the Services or to provide the Services to Data Controller in accordance with Appendix 1A and Data Processor will prohibit the sub-processor from accessing the personal data for any other purpose; b) enter into a written contract with the sub-processor that requires it to comply with the same data processing obligations to those contained in this Data Processing Agreement, and, upon Data Controller's written request, provide Data Controller with copies of such contracts; and c) be accountable to Data Controller for the acts or omissions of any sub-processor as if such acts or omissions were acts or omissions of Data Processor. 4.3. Appendix 1B contains a list of pre-approved sub-processors as of the date of entry into force of the Data Processing Agreement. All Affiliates of Data Processor shall be deemed to be inclu...
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SUB-PROCESSORS AND THIRD COUNTRY TRANSFERS. 7.1. Customer acknowledges and agrees that Momentum may appoint another data processor ("Sub-processor") in connection with the provision of the Services. An updated list can be found at the following web-site: ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇/gdpr/ 8.1. Momentum will notify Customer in advance of any changes to sub-processors using regular communication means such as customer newsletters, websites, and portals. If Customer reasonably objects to the addition of a new or Sub-processor (e.g., such change causes Customer to be noncompliant with applicable Data Protection Laws), Customer shall notify Momentum in writing of its specific objections within 30 days of receiving such notification. If Customer does not object within such period or objects but does not terminate the Service, the addition of the new Sub-processor and, if applicable, the accession to this Addendum shall be considered accepted. If Customer does object to the addition of a new data Sub-processor and Momentum cannot accommodate Customers' objection, Customer may terminate the Service. For the avoidance of doubt, the Momentum will not allow the new Sub-processor to process personal data until Customer accepts the Sub-processor or the Service is terminated in accordance with this Section 7.2. 8.2. If Momentum engages a Sub-processor, a written data processing agreement shall be drawn up between Momentum and the Sub-processor. The agreement between them shall state that the Sub-processor has the same obligations as Momentum in relation to Customer. Momentum is fully liable towards Customer for the processing carried out by the Sub-processor. 8.3. If a Sub-processor processes personal data in a third country, Customer may authorize Momentum to sign a data processing agreement on behalf of Customer with Sub-processors in the third country, in accordance with the requirements for third country transfers as specified in the Data Protection Laws. 8.4. Momentum shall ensure that Customer knows which Sub-processors process personal data by, without undue delay, at the request of Customer, providing Customer with complete, correct and updated information about all Sub-processors, where the following information is specified for each individual Sub-processor: o Definition of the Sub-processor, including contact details, corporate form and geographic location, o The type of service performed by the Sub-processor, o The characteristics of the Sub-processor, o Guarantees provided for compliance with the Regulat...
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SUB-PROCESSORS AND THIRD COUNTRY TRANSFERS. 7.1 Sana Labs may engage sub-processors within and outside the EU/EEA and may transfer and in other ways process Personal Data outside the EU/EEA. Sana Labs shall ensure that sub-processors are bound by written agreements which impose on them the same data processing obligations as the obligations under this DPA in respect of data protection. Appendix B contains a complete list of its sub-processors that from the date of entry into force of this DPA have been pre-approved by the Subscriber. 7.2 Sana Labs shall inform the Subscriber of any new sub-processors and give the Subscriber the opportunity to object to such changes. Such objections by the Subscriber shall be based on grounds regarding the new sub-processor’s ability to comply with Applicable Data Protection Laws and be made in writing within thirty (30) days from receipt of the information. Sana Labs shall upon request provide the Subscriber with all information that the Subscriber may reasonably request to assess the proposed sub-processor’s ability to comply with Applicable Data Protection Laws. If Sana Labs, despite the Subscriber’s objection, wishes to engage the proposed sub-processor, the Subscriber is entitled to terminate the Agreement at no extra cost. 7.3 If Personal Data is transferred to, or made available from, outside EU/EEA, Sana Labs shall ensure that the transfer is subject to an appropriate safeguard under Applicable Data Protection Laws, using Standard Contractual Clauses adopted by the European Commission or an adequacy decision from the European Commission. The Subscriber hereby authorizes Sana Labs to enter into such standard data protection clauses with sub-processors on behalf of the Subscriber. 7.4 Sana Labs shall closely follow the development regarding the transfer of Personal Data outside the EU/EEA and, to the extent possible, implement any evolved requirements related to the transfer of Personal Data to a sub-processor, including the adoption of additional security measures and the conducting of all required risk assessments of privacy laws in jurisdiction where the sub-processor is located, to ensure that the Services and the use of the Services are compliant with Applicable Data Protection Laws.
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SUB-PROCESSORS AND THIRD COUNTRY TRANSFERS. 4.1 The Data Processor may engage sub-processors without the Data Controller’s prior approval. The Data Processor shall ensure that sub-processors are bound by written agreements that require them to comply with the same data processing obligations to those contained in this data processor agreement. Appendix 2 contains a list of pre-approved sub-processors as of the date of entry into force of the data processor agreement. 4.2 The Data Controller recognises and accepts that Data Processor, in accordance with what is stated in Appendix 2, is engaging Amazon Web Services as sub- processor. Provided that and to the extent it does not cause Data Controller or Data Processor to be in breach of applicable data protection laws, Data Processor shall not be obliged to enforce on Amazon Web Services other obligations regarding the processing of personal data than what is regulated in Amazon Web Services own data processing agreement that been entered into between Amazon Web Services and the Data Processor. 4.3 The Data Processor shall not, save for the Data Controller’s prior approval, transfer any personal data outside of the EU/EES. If any personal data is transferred to outside of the European Union the Data Processor shall ensure that there are legal basis in accordance with applicable data protection laws for these transfers. Such legal basis can consist of, e.g., the European Commission’s model clauses, which grant legal basis for Data Controllers within the EU/EES to transfer personal data to Data Processors outside of the EU/EES. The Data Controllers authorises the Data Processor to on behalf of the Data Controller enter into the European Union’s model clauses with such sub-processors which the Data Processor may engage in accordance with clause 4.1 (2017/87/EU). 4.4 If the Data Processor intends to engage a new sub-processor that will process personal data covered by this data processor agreement, the Data Processor shall, prior to such engagement, inform the Data Controller thereof, allowing the Data Controller to object. The Data Processor shall provide the Data Controller with any information reasonably requested by the Data Controller to enable the Data Controller to assess whether the use of the proposed sub-processor will ensure the Data Controller’s compliance with this data processor agreement and applicable data privacy legislation. If, in the Data Controller’s reasonable opinion, such compliance will not be enabled through the proposed new sub-pr...
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SUB-PROCESSORS AND THIRD COUNTRY TRANSFERS. 4.1. Subject to clause 4.2, Data Processor may engage additional or replacement sub-processors to process the Personal Data on behalf of Data Controller without obtaining any further written, specific authorisation from Data Controller. 4.2. Data Processor will inform Data Controller in an appropriate manner (typically via publication in a release note) at least 30 days prior to engaging any new sub-processor to carry out processing activities under this DPA (an "Initial Notice"), and shall on Data Processor’s request provide Data Controller with any information reasonably requested by Data Controller to enable Data Controller to assess the proposed sub-processor. Data Controller may object to such engagement to the extent it (acting reasonably) can
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Related to SUB-PROCESSORS AND THIRD COUNTRY TRANSFERS

  • THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY SECTION 5.01 Maintenance of Office and Transfer Books by the Depositary.

  • No Contractual Relationship Between Subservicers and the Trustee Any subservicing arrangement that may be entered into and any other transactions or services relating to the Mortgage Loans involving a Subservicer in its capacity as such and not as an originator shall be deemed to be solely between the Subservicer and the Master Servicer alone, and the Trustee and Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties, or liabilities with respect to the Subservicer in its capacity as such except as set forth in Section 3.05.

  • Obligations of the Depositary, the Custodian and the Company The Company assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or Holder, except that the Company agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or Holder (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that the Depositary agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. Neither the Depositary nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or in respect of the American Depositary Shares on behalf of any Owner or Holder or any other person. Neither the Depositary nor the Company shall be liable for any action or nonaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Owner or any other person believed by it in good faith to be competent to give such advice or information. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be liable for the acts or omissions of any securities depository, clearing agency or settlement system in connection with or arising out of book-entry settlement of Deposited Securities or otherwise. The Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or the effect of any such vote, provided that any such action or nonaction is in good faith. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement.

  • Successors to the Company The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise) of all or substantially all of the business and/or assets of the Company or of any division or subsidiary thereof to expressly assume and agree to perform the Company’s obligations under this Agreement in the same manner and to the same extent that the Company would be required to perform them if no such succession had taken place.

  • The Depositary the Custodian and the Company Section 5.1 Maintenance of Office and Transfer Books by the Registrar. Until termination of the Deposit Agreement in accordance with its terms, the Registrar shall maintain in the Borough of Manhattan, the City of New York, an office and facilities for the issuance and delivery of ADSs, the acceptance for surrender of ADS(s) for the purpose of withdrawal of Deposited Securities, the registration of issuances, cancellations, transfers, combinations and split-ups of ADS(s) and, if applicable, to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, in each case in accordance with the provisions of the Deposit Agreement. The Registrar shall keep books for the registration of ADSs which at all reasonable times shall be open for inspection by the Company and by the Holders of such ADSs, provided that such inspection shall not be, to the Registrar's knowledge, for the purpose of communicating with Holders of such ADSs in the interest of a business or object other than the business of the Company or other than a matter related to the Deposit Agreement or the ADSs. The Registrar may close the transfer books with respect to the ADSs, at any time or from time to time, when deemed necessary or advisable by it in good faith in connection with the performance of its duties hereunder, or at the reasonable written request of the Company subject, in all cases, to Section 7.8. If any ADSs are listed on one or more stock exchanges or automated quotation systems in the United States, the Depositary shall act as Registrar or appoint a Registrar or one or more co-registrars for registration of issuances, cancellations, transfers, combinations and split-ups of ADSs and, if applicable, to countersign ADRs evidencing the ADSs so issued, transferred, combined or split-up, in accordance with any requirements of such exchanges or systems. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the Depositary.