Common use of Transfers of Data Clause in Contracts

Transfers of Data. 10.1 Transfers to countries that offer adequate level of data protection. Personal Data may be transferred from the EU Member States, the three EEA member countries (Norway, Liechtenstein and Iceland) and the United Kingdom (collectively, “EEA”) to countries that offer adequate level of data protection under or pursuant to the adequacy decisions published by the relevant data protection authorities of the EEA, the Union, the Member States or the European Commission (“Adequacy Decisions”), without any further safeguard being necessary. 10.2 Transfers to other countries. If the Processing of Personal Data includes transfers: 10.2.1 from the EEA to other countries which have not been subject to a relevant Adequacy Decision, and such transfers are not performed through an alternative recognized compliance mechanism for the lawful transfer of personal data (as defined in the GDPR) outside the EEA (“EEA Transfer”), the terms set forth below shall apply: (i) The Parties agree that the terms of the Standard Contractual Clauses are hereby incorporated by reference and shall apply to an EEA Transfer. (ii) Module Two (Controller to Processor) of the Standard Contractual Clauses shall apply where the EEA Transfer is effectuated by Client as the data controller of the Personal Data and Applitools is the data processor of the Personal Data. (iii) Module Three (Processor to Processor) of the Standard Contractual Clauses shall apply where the EEA Transfer is effectuated by Client as the data processor of the Personal Data and Applitools is a Sub-processor of the Personal Data. (iv) Clause 7 of the Standard Contractual Clauses (Docking Clause) shall apply. (v) Option 2: GENERAL WRITTEN AUTHORISATION in Clause 9 of the Standard Contractual Clauses shall apply, and the method for appointing and time period for prior notice of Sub-processor changes shall be as set forth in Section 5.2 of the DPA. (vi) In Clause 11 of the Standard Contractual Clauses, the optional language will not apply. (vii) In Clause 17 of the Standard Contractual Clauses, Option 1 shall apply, and the Parties agree that the Standard Contractual Clauses shall be governed by the laws of the Republic of Ireland. (viii) In Clause 18(b) of the Standard Contractual Clauses, disputes will be resolved before the courts of the Republic of Ireland. (ix) Annex I.A of the Standard Contractual Clauses shall be completed as follows: Data Exporter: Client whose details are provided in the Agreement. Contact details: As detailed in the Agreement. Data Exporter Role: Module Two: The Data Exporter is a data controller. Module Three: The Data Exporter is a data processor. Signature and Date: By entering into the Agreement and DPA, Data Exporter is deemed to have signed these Standard Contractual Clauses incorporated herein, including their Annexes, as of the Effective Date of the Agreement. Data Importer: Applitools. Contact details: As detailed in the Agreement. Data Importer Role: Module Two: The Data Importer is a data processor. Module Three: The Data Importer is a sub-processor. Signature and Date: By entering into the Agreement and DPA, Data Importer is deemed to have signed these Standard Contractual Clauses, incorporated herein, including their Annexes, as of the Effective Date of the Agreement. (x) Annex I.B of the Standard Contractual Clauses shall be completed as follows: The categories of data subjects are described in Schedule 1 (Details of Processing) of this DPA. The categories of personal data are described in Schedule 1 (Details of Processing) of this DPA. The frequency of the transfer is a continuous basis for the duration of the Agreement. The nature of the processing is described in Schedule 1 (Details of Processing) of this DPA. The purpose of the processing is described in Schedule 1 (Details of Processing) of this DPA. The period for which the personal data will be retained is for the duration of the Agreement, unless agreed otherwise in the Agreement and/or the DPA. In relation to transfers to Sub-processors, the subject matter, nature, and duration of the processing is set forth in Schedule 1 (Details of Processing) of this DPA. (xi) Annex I.C of the Standard Contractual Clauses shall be completed as follows: The competent supervisory authority in accordance with Clause 13 is the supervisory authority in the Member State stipulated in Section 7 above. (xii) The Security Documentation referred to in the DPA serves as Annex II of the Standard Contractual Clauses. (xiii) To the extent there is any conflict between the Standard Contractual Clauses and any other terms in this DPA or the Agreement, the provisions of the Standard Contractual Clauses will prevail. 10.3 from the UK to other countries which have not been subject to a relevant Adequacy Decision, and such transfers are not performed through an alternative recognized compliance mechanism for the lawful transfer of personal data (as defined in the UK GDPR) outside the UK (“UK Transfer”), Client and Applitools agree that the standard contractual clauses set out in Decision EC 2010/87/EU (“SCCs for UK Transfers”) will apply to Applitools' Processing of Personal Data. The terms of the SCCs for UK TraNsfers are incorporated into this DPA, subject to the following terms: (i) the Parties agree that the UK SCCS as incorporated into the DPA shall be governed by the laws of the Republic of Ireland; and (ii) the details of the appendices applicable to the SCCs for UK transfers are set out in Schedule 1 to the DPA and the Security Documentation in relation to security measures.Schedule 3 describes the current transfers of Personal Data.

Transfers of Data. 10.1 Transfers to countries that offer adequate level of data protection. Personal Data may be transferred from the EU Member States, the three EEA member countries (Norway, Liechtenstein and Iceland) and the United Kingdom (collectively, “EEA”) to countries that offer adequate level of data protection under or pursuant to the adequacy decisions published by the relevant data protection authorities of the EEA, the Union, the Member States or the European Commission (“Adequacy Decisions”), without any further safeguard being necessary. 10.2 Transfers to other countries. If the Processing of Personal Data includes transfers: 10.2.1 from the EEA to other countries which have not been subject to a relevant Adequacy Decision, and such transfers are not performed through an alternative recognized compliance mechanism for the lawful transfer of personal data (as defined in the GDPR) outside the EEA (“EEA Transfer”), the terms set forth below shall apply: (i) The Parties agree that the terms of the Standard Contractual Clauses are hereby incorporated by reference and shall apply to an EEA Transfer. (ii) Module Two (Controller to Processor) of the Standard Contractual Clauses shall apply where the EEA Transfer is effectuated by Client as the data controller of the Personal Data and Applitools Firebolt is the data processor of the Personal Data. (iii) Module Three (Processor to Processor) of the Standard Contractual Clauses shall apply where the EEA Transfer is effectuated by Client as the data processor of the Personal Data and Applitools Firebolt is a Sub-processor of the Personal Data. (iv) Clause 7 of the Standard Contractual Clauses (Docking Clause) shall apply. (v) Option 2: GENERAL WRITTEN AUTHORISATION in Clause 9 of the Standard Contractual Clauses shall apply, and the method for appointing and time period for prior notice of Sub-processor changes shall be as set forth in Section 5.2 of the DPA. (vi) In Clause 11 of the Standard Contractual Clauses, the optional language will not apply. (vii) In Clause 17 of the Standard Contractual Clauses, Option 1 shall apply, and the Parties agree that the Standard Contractual Clauses shall be governed by the laws of the Republic of Ireland. (viii) In Clause 18(b) of the Standard Contractual Clauses, disputes will be resolved before the courts of the Republic of Ireland. (ix) Annex I.A of the Standard Contractual Clauses shall be completed as follows: Data Exporter: Client whose details are provided in the AgreementAgreement or the Order Terms. Contact details: As detailed in the AgreementAgreement or the Order Terms. Data Exporter Role: Module Two: The Data Exporter is a data controller. Module Three: The Data Exporter is a data processor. Signature and Date: By entering into the Agreement and DPA, Data Exporter is deemed to have signed these Standard Contractual Clauses incorporated herein, including their Annexes, as of the Effective Date of the Agreement. Data Importer: ApplitoolsFirebolt. Contact details: As detailed in the Agreement. Data Importer Role: Module Two: The Data Importer is a data processor. Module Three: The Data Importer is a sub-processor. Signature and Date: By entering into the Agreement and DPA, Data Importer is deemed to have signed these Standard Contractual Clauses, incorporated herein, including their Annexes, as of the Effective Date of the Agreement. (x) Annex I.B of the Standard Contractual Clauses shall be completed as follows: The categories of data subjects are described in Schedule 1 (Details of Processing) of this DPA. The categories of personal data are described in Schedule 1 (Details of Processing) of this DPA. The frequency of the transfer is a continuous basis for the duration of the Agreement. The nature of the processing is described in Schedule 1 (Details of Processing) of this DPA. The purpose of the processing is described in Schedule 1 (Details of Processing) of this DPA. The period for which the personal data will be retained is for the duration of the Agreement, unless agreed otherwise in the Agreement and/or the DPA. In relation to transfers to Sub-processors, the subject matter, nature, and duration of the processing is set forth in Schedule 1 (Details of Processing) of this DPA. (xi) Annex I.C of the Standard Contractual Clauses shall be completed as follows: The competent supervisory authority in accordance with Clause 13 is the supervisory authority in the Member State stipulated in Section 7 above. (xii) The Security Documentation referred to in the DPA serves as Annex II of the Standard Contractual Clauses. (xiii) To the extent there is any conflict between the Standard Contractual Clauses and any other terms in this DPA or the Agreement, the provisions of the Standard Contractual Clauses will prevail. 10.3 10.2.2 from the UK to other countries which have not been subject to a relevant Adequacy Decision, and such transfers are not performed through an alternative recognized compliance mechanism for the lawful transfer of personal data (as defined in the UK GDPR) outside the UK (“UK Transfer”), Client and Applitools Firebolt agree that the standard contractual clauses set out in Decision EC 2010/87/EU (“SCCs for UK Transfers”) will apply to Applitools' Firebolt's Processing of Personal Data. The terms of the SCCs for UK TraNsfers are incorporated into this DPA, subject to the following terms: (i) the Parties agree that the UK SCCS as incorporated into the DPA shall be governed by the laws of the Republic of Ireland; and (ii) the details of the appendices applicable to the SCCs for UK transfers are set out in Schedule 1 to the DPA and the Security Documentation in relation to security measures.Schedule 3 describes the current transfers of Personal Data.