This Data Processing Agreement, including the Standard Contractual Clauses (as defined below) attached hereto (collectively, the "DPA"), supplements the Terms of Service ("Terms") of Kloudend between Kloudend, Inc. and the Customer. The Terms are available at https://ipapi.co/terms/ and updated from time to time. Capitalized terms that are not defined but used herein shall have the same meaning as defined in the Terms.

Customer (controller) wishes to subcontract certain Services, which imply the processing of personal data, to Kloudend (processor). The Parties seek to implement a data processing agreement that complies with the requirements of data protection, privacy and security under the General Data Protection Regulation (EU) 2016/679 (the "GDPR").

The Parties wish to lay down their rights and obligations.

1. Definitions
   • "Customer" means you or the entity you represent.
   • "Customer Personal Data" means the "personal data" (as defined in the GDPR) that Kloudend processes on behalf of the Customer via the Services.
   • "Data Protection Laws" means EU Data Protection Laws and, to the extent applicable, the data protection or privacy laws of any other country.
   • "EEA" means the European Economic Area.
   • "GDPR" means EU General Data Protection Regulation 2016/679.
   • "CCPA" means the California Consumer Privacy Act of 2018 (Cal. Civ. Code § 1798.100 et seq.), as amended by the California Privacy Rights Act of 2020, together with its implementing regulations, each as amended from time to time.
   • "Services" means the software or services offered by Kloudend, as defined in the Terms.
   • "Subprocessor" means any processor engaged by Kloudend or its affiliates to assist in fulfilling its obligations with respect to providing the Services pursuant to the Terms or this DPA. Subprocessors may include third parties or affiliates of Kloudend but shall exclude Kloudend's employees or consultants.
   • "Terms" means Kloudend's standard Terms of Service, or other written or electronic agreement, which govern the provision of the Services to Customer, as such terms or agreement may be updated from time to time.
   • "Privacy Policy" means Kloudend's privacy policy available here and updated from time to time.
   • "Personal Data Breach" means any unauthorized or unlawful breach of security that leads to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of or access to Customer Personal Data on systems managed or otherwise controlled by Kloudend.
   • "Sensitive Data" means (a) social security number, passport number, driver's license number, or similar identifier (or any portion thereof); (b) credit or debit card number (other than the truncated (last four digits) of a credit or debit card); (c) employment, financial, genetic, biometric or health information; (d) racial, ethnic, political or religious affiliation, trade union membership, or information about sexual life or sexual orientation; (e) account passwords; or (f) other information that falls within the definition of "special categories of data" under applicable Data Protection Laws.
   • "Standard Contractual Clauses" means the Standard Contractual Clauses for the Transfer of Personal Data to Third Countries approved by the European Commission Decision of 4 June 2021 and attached to, and incorporated into, this DPA.
   • The terms, "Controller", "Data Subject", "Member State", "Personal Data", "Processing" and "Processor" shall have the same meaning as in the GDPR, and their cognate terms shall be construed accordingly.
2. Processing of Customer Personal Data
   • The parties agree that this DPA, the Terms (including the instructions provided via the Services) and the Privacy Policy constitute Customer's documented instructions regarding Kloudend's processing of Customer Personal Data ("Documented Instructions"). Kloudend shall process Customer Personal Data only in accordance with the Documented Instructions, as necessary to comply with applicable law, or as otherwise agreed in writing ("Permitted Purposes"). Kloudend shall comply with all applicable Data Protection Laws in the Processing of Customer Personal Data.
   • The parties agree to the attached Standard Contractual Clauses under Module Two, where Customer is the "Controller" and Kloudend is the "Processor".
   • Customer shall not intentionally provide special categories of Personal Data (as defined under Article 9 GDPR) unless agreed in writing. If Processor becomes aware that such data has been provided, Processor shall promptly notify Customer and may delete or return such data. Notwithstanding the foregoing, Processor shall apply appropriate protections to any Personal Data processed in accordance with this DPA.
   • Customer represents and warrants that any processing instructions issued to Kloudend in respect of processing of Customer Personal Data are in accordance with applicable laws, including Data Protection Laws and it will not cause Kloudend to violate any applicable law, regulation, or rule, including, without limitation to Data Protection Laws. Customer shall have sole responsibility of the legality of Customer Personal Data and the means for acquiring the Customer Personal Data.
   • Kloudend may process Personal Data only as necessary to provide the Services, comply with applicable law, or for limited internal purposes such as billing, security, and service improvement, provided that such processing is compatible with Customer’s instructions and Applicable Data Protection Laws.
   • To the extent that Processing of Customer Personal Data is subject to the CCPA, the CCPA Service Provider Addendum attached as Part C applies to such Processing, and the parties acknowledge that, with respect to such Processing, Kloudend acts as a "Service Provider" and Customer acts as a "Business" (each as defined in the CCPA). Each jurisdiction-specific module of this DPA (the Standard Contractual Clauses, the UK Addendum, and the CCPA Service Provider Addendum) applies only to Processing subject to the law that module implements. Nothing in this DPA extends the substantive obligations of one such module to Processing not subject to that module's underlying law. The operational provisions of this DPA (including those concerning security, sub-processing, audit, breach notification, and deletion) apply uniformly to all Processing of Customer Personal Data under the Terms.
3. Subprocessing
   • Customer provides general written authorization for Kloudend to engage Subprocessors. Kloudend maintains an up-to-date list of Subprocessors at : Privacy Policy Kloudend shall notify Customer of any intended changes to Subprocessors (including additions or replacements), for example via email or by making such updates available on its website. Customer may subscribe to receive email notifications of such changes by sending a request here. Customer may object to such changes on reasonable data protection grounds.
4. Security & Audits
   • Kloudend has implemented and will maintain reasonable technical and organizational security measures that are designed to protect the Customer Personal Data from a Personal Data Breach. Kloudend shall ensure that processing of Customer Personal Data by Kloudend or its authorized person (including employees, staff, consultants, agents and subcontractors) shall be subject to confidentiality undertakings or professional or statutory obligations of confidentiality
   • Kloudend shall, taking into account the nature of the processing, assist Customer by appropriate technical and organizational measures, insofar as possible, for the fulfilment of Customer’s obligation to respond to requests for exercising Data Subject rights under Chapter III of GDPR. Kloudend shall further assist Customer in ensuring compliance with obligations pursuant to Articles 32 to 36 GDPR, including security, breach notification, data protection impact assessments, and prior consultation with supervisory authorities, in each case taking into account the nature of the Processing and the information available to Kloudend.
   • Kloudend shall notify Customer without undue delay, and where feasible, upon Kloudend becoming aware of a Personal Data Breach affecting Customer Personal Data, providing Customer with sufficient information to allow the Customer to meet any obligations to report or inform Data Subjects of the Personal Data Breach under the Data Protection Laws. Personal Data Breach under this section shall not be construed as an acknowledgment by Kloudend of any fault or liability with respect to the Personal Data Breach.
   • Notwithstanding the above, Customer agrees that except as provided by this DPA, Customer is responsible for its secure use of the Services, including securing its account authentication credentials, protecting the security of Customer Personal Data when in transit to and from the Services, and taking any appropriate steps to securely encrypt or backup any Customer Personal Data uploaded to the Services.
   • Customer acknowledges that the security measures are subject to update and development and that Kloudend may modify them from time to time provided that such updates and modifications do not result in the degradation of the overall security of the Services provided to the Customer.
   • Kloudend shall respond (on a confidential basis) to written requests from the Customer for information reasonably necessary to demonstrate Kloudend’s compliance with this DPA. Customer agrees to exercise its audit rights by first requesting and reviewing Kloudend’s existing, most recent security documentation. If Customer reasonably concludes that such documentation is insufficient to demonstrate compliance with Data Protection Laws, Customer may conduct a further audit no more than once per year. Before the commencement of any such audit, Customer and Kloudend shall mutually agree upon the scope, timing, duration, and confidentiality requirements of the audit. Customer shall be responsible for any fees charged by an independent auditor appointed by Customer, and Kloudend reserves the right to charge a reasonable fee for the time and effort expended by its personnel in assisting with custom audits. Nothing in this Section shall limit the audit rights of Customer under the Standard Contractual Clauses.
5. Data Transfer
   • Customer agrees that Kloudend may store, transfer and process Customer Personal Data to and in the United States and other regions in the world where Kloudend, its affiliates or its Subprocessors carry data processing activities. Kloudend shall at all times ensure that such storage, transfers and processing are made in compliance with the requirements of Data Protection Laws and rely on EU approved Standard Contractual Clauses attached hereto.
   • Kloudend shall, where required, implement supplementary technical and organizational measures to ensure that transferred Personal Data is afforded a level of protection essentially equivalent to that guaranteed within the EEA.
6. General Terms
   • Each Party must keep this DPA and information it receives about the other Party and its business in connection with this DPA ("Confidential Information") confidential and must not use or disclose that Confidential Information without the prior written consent of the other Party except to the extent that: (a) disclosure is required by law; (b) the relevant information is already in the public domain.
   • The parties agree that this DPA shall replace any existing data processing agreement or similar document that the parties may have previously entered into in connection with the Services. Except for the changes made by this DPA, the Terms remain unchanged and in full force and effect.
   • The parties hereby agree that as new Standard Contractual Clauses are approved by the European Commission and become available for data controller to data processor transfers, this DPA will be updated to replace the existing Standard Contractual Clauses with the updated and approved Standard Contractual Clauses, if any.
   • This DPA will terminate automatically upon termination of the Terms.
   • In the event of a conflict between the Terms (excluding this DPA) and this DPA, the terms of this DPA shall prevail to the extent of the conflict. In the event of a conflict between the Standard Contractual Clauses and the remaining terms of this DPA, the Standard Contractual Clauses shall prevail to the extent of the conflict. Nothing in this DPA modifies the Standard Contractual Clauses or affects any third party's rights under the Standard Contractual Clauses.
   • Upon termination or expiry of the Terms, Kloudend shall, at Customer’s choice, delete or return all Customer Personal Data and delete existing copies unless applicable law requires storage of the Personal Data.
7. Governing Law and Jurisdiction
   • This DPA shall be governed by and construed in accordance with governing law and jurisdiction provisions in the Terms, unless required otherwise by Data Protection Laws.
8. Limitation of Liability
   • Any claims made against Kloudend or its affiliates under or in connection with this DPA (including, where applicable, the Standard Contractual Clauses) shall be brought solely by the Customer entity that is a party to the Terms. Each party's total liability arising out of or related to this DPA (including the Standard Contractual Clauses), whether in contract, tort, or under any other theory of liability, is subject to, and counts toward, the limitation of liability provisions set forth in the Terms, and in no event shall a party's liability under the Terms and this DPA combined exceed the cap set forth in the Terms. For the avoidance of doubt, each party is responsible under this DPA only for its own acts and omissions and those of its Subprocessors, and not for the independent acts or omissions of its affiliates. Nothing in this section limits or excludes any liability to data subjects under the Standard Contractual Clauses or any liability that cannot be limited under applicable Data Protection Laws.

STANDARD CONTRACTUAL CLAUSES

SECTION I

Purpose and scope

(a) The purpose of these standard contractual clauses is to ensure compliance with the requirements of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation) for the transfer of personal data to a third country.

(b) The Parties:

  (i) the natural or legal person(s), public authority/ies, agency/ies or other body/ies (hereinafter 'entity/ies') transferring the personal data, as listed in Annex I.A (hereinafter each 'data exporter'), and

  (ii) the entity/ies in a third country receiving the personal data from the data exporter, directly or indirectly via another entity also Party to these Clauses, as listed in Annex I.A (hereinafter each 'data importer') have agreed to these standard contractual clauses (hereinafter: 'Clauses').

(c) These Clauses apply with respect to the transfer of personal data as specified in Annex I.B.

(d) The Appendix to these Clauses containing the Annexes referred to therein forms an integral part of these Clauses.


Effect and invariability of the Clauses

(a) These Clauses set out appropriate safeguards, including enforceable data subject rights and effective legal remedies, pursuant to Article 46(1) and Article 46(2)(c) of Regulation(EU) 2016/679 and, with respect to data transfers from controllers to processors and/or processors to processors, standard contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679, provided they are not modified, except to select the appropriate Module(s) or to add or update information in the Appendix. This does not prevent the Parties from including the standard contractual clauses laid down in these Clauses in a wider contract and/or to add other clauses or additional safeguards, provided that they do not contradict, directly or indirectly, these Clauses or prejudice the fundamental rights or freedoms of data subjects.

(b) These Clauses are without prejudice to obligations to which the data exporter is subject by virtue of Regulation (EU) 2016/679.


Third-party beneficiaries

(a) Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, with the following exceptions:

  (i) Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;

  (ii) Clause 8 - Module One: Clause 8.5 (e) and Clause 8.9(b); Module Two: Clause 8.1(b), 8.9(a), (c), (d) and (e); Module Three: Clause 8.1(a), (c) and (d) and Clause 8.9(a), (c), (d), (e), (f) and (g); Module Four: Clause 8.1 (b) and Clause 8.3(b);

  (iii) Clause 9 - Module Two: Clause 9(a), (c), (d) and (e); Module Three: Clause 9(a), (c), (d) and (e);

  (iv) Clause 12 - Module One: Clause 12(a) and (d); Modules Two and Three: Clause 12(a), (d) and (f);

  (v) Clause 13;

  (vi) Clause 15.1(c), (d) and (e);

  (vii) Clause 16(e);

  (viii) Clause 18 - Modules One, Two and Three: Clause 18(a) and (b); Module Four: Clause 18.

(b) Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.


Interpretation

(a) Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that Regulation.

(b) These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679.

(c) These Clauses shall not be interpreted in a way that conflicts with rights and obligations provided for in Regulation (EU) 2016/679.


Hierarchy

In the event of a contradiction between these Clauses and the provisions of related agreements between the Parties, existing at the time these Clauses are agreed or entered into thereafter, these Clauses shall prevail.


Description of the transfer(s)

The details of the transfer(s), and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred, are specified in Annex I.B.


Docking clause

(a) An entity that is not a Party to these Clauses may, with the agreement of the Parties, accede to these Clauses at any time, either as a data exporter or as a data importer, by completing the Appendix and signing Annex I.A.

(b) Once it has completed the Appendix and signed Annex I.A, the acceding entity shall become a Party to these Clauses and have the rights and obligations of a data exporter or data importer in accordance with its designation in Annex I.A.

(c) The acceding entity shall have no rights or obligations arising under these Clauses from the period prior to becoming a Party.

SECTION II - OBLIGATIONS OF THE PARTIES

Data protection safeguards

The data exporter warrants that it has used reasonable efforts to determine that the data importer is able, through the implementation of appropriate technical and organisational measures, to satisfy its obligations under these Clauses.

MODULE TWO: Transfer controller to processor

8.1 Instructions
(a) The data importer shall process the personal data only on documented instructions from the data exporter. The data exporter may give such instructions throughout the duration of the contract.

(b) The data importer shall immediately inform the data exporter if it is unable to follow those instructions.

8.2 Purpose limitation : The data importer shall process the personal data only for the specific purpose(s) of the transfer, as set out in Annex I.B, unless on further instructions from the data exporter.

8.3 Transparency : On request, the data exporter shall make a copy of these Clauses, including the Appendix as completed by the Parties, available to the data subject free of charge. To the extent necessary to protect business secrets or other confidential information, including the measures described in Annex II and personal data, the data exporter may redact part of the text of the Appendix to these Clauses prior to sharing a copy, but shall provide a meaningful summary where the data subject would otherwise not be able to understand the its content or exercise his/her rights. On request, the Parties shall provide the data subject with the reasons for the redactions, to the extent possible without revealing the redacted information. This Clause is without prejudice to the obligations of the data exporter under Articles 13 and 14 of Regulation (EU) 2016/679.

8.4 Accuracy : If the data importer becomes aware that the personal data it has received is inaccurate, or has become outdated, it shall inform the data exporter without undue delay. In this case, the data importer shall cooperate with the data exporter to erase or rectify the data.

8.5 Duration of processing and erasure or return of data : Processing by the data importer shall only take place for the duration specified in Annex I.B. After the end of the provision of the processing services, the data importer shall, at the choice of the data exporter, delete all personal data processed on behalf of the data exporter and certify to the data exporter that it has done so, or return to the data exporter all personal data processed on its behalf and delete existing copies. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit return or deletion of the personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process it to the extent and for as long as required under that local law. This is without prejudice to Clause 14, in particular the requirement for the data importer under Clause 14(e) to notify the data exporter throughout the duration of the contract if it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under Clause 14(a).

8.6 Security of processing :
(a) The data importer and, during transmission, also the data exporter shall implement appropriate technical and organisational measures to ensure the security of the data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access to that data (hereinafter 'personal data breach'). In assessing the appropriate level of security, the Parties shall take due account of the state of the art, the costs of implementation, the nature, scope, context and purpose(s) of processing and the risks involved in the processing for the data subjects. The Parties shall in particular consider having recourse to encryption or pseudonymisation, including during transmission, where the purpose of processing can be fulfilled in that manner. In case of pseudonymisation, the additional information for attributing the personal data to a specific data subject shall, where possible, remain under the exclusive control of the data exporter. In complying with its obligations under this paragraph, the data importer shall at least implement the technical and organisational measures specified in Annex II. The data importer shall carry out regular checks to ensure that these measures continue to provide an appropriate level of security.

(b) The data importer shall grant access to the personal data to members of its personnel only to the extent strictly necessary for the implementation, management and monitoring of the contract. It shall ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

(c) In the event of a personal data breach concerning personal data processed by the data importer under these Clauses, the data importer shall take appropriate measures to address the breach, including measures to mitigate its adverse effects. The data importer shall also notify the data exporter without undue delay after having become aware of the breach. Such notification shall contain the details of a contact point where more information can be obtained, a description of the nature of the breach (including, where possible, categories and approximate number of data subjects and personal data records concerned), its likely consequences and the measures taken or proposed to address the breach including, where appropriate, measures to mitigate its possible adverse effects. Where, and in so far as, it is not possible to provide all information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay.

(d) The data importer shall cooperate with and assist the data exporter to enable the data exporter to comply with its obligations under Regulation (EU) 2016/679, in particular to notify the competent supervisory authority and the affected data subjects, taking into account the nature of processing and the information available to the data importer.

8.7 Sensitive data : Where the transfer involves personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person's sex life or sexual orientation, or data relating to criminal convictions and offences (hereinafter 'sensitive data'), the data importer shall apply the specific restrictions and/or additional safeguards described in Annex I.B.

8.8 Onward transfers : The data importer shall only disclose the personal data to a third party on documented instructions from the data exporter. In addition, the data may only be disclosed to a third party located outside the European Union (in the same country as the data importer or in another third country, hereinafter 'onward transfer') if the third party is or agrees to be bound by these Clauses, under the appropriate Module, or if:

  (i) the onward transfer is to a country benefitting from an adequacy decision pursuant to Article 45 of Regulation (EU) 2016/679 that covers the onward transfer;

  (ii) the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 Regulation of (EU) 2016/679 with respect to the processing in question;

  (iii) the onward transfer is necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings; or

  (iv) the onward transfer is necessary in order to protect the vital interests of the data subject or of another natural person. Any onward transfer is subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose limitation.

8.9 Documentation and compliance :
(a) The data importer shall promptly and adequately deal with enquiries from the data exporter that relate to the processing under these Clauses.

(b) The Parties shall be able to demonstrate compliance with these Clauses. In particular, the data importer shall keep appropriate documentation on the processing activities carried out on behalf of the data exporter.

(c) The data importer shall make available to the data exporter all information necessary to demonstrate compliance with the obligations set out in these Clauses and at the data exporter's request, allow for and contribute to audits of the processing activities covered by these Clauses, at reasonable intervals or if there are indications of non-compliance. In deciding on a review or audit, the data exporter may take into account relevant certifications held by the data importer.

(d) The data exporter may choose to conduct the audit by itself or mandate an independent auditor. Audits may include inspections at the premises or physical facilities of the data importer and shall, where appropriate, be carried out with reasonable notice.

(e) The Parties shall make the information referred to in paragraphs (b) and (c), including the results of any audits, available to the competent supervisory authority on request.


Use of sub-processors

MODULE TWO: Transfer controller to processor

(a) GENERAL WRITTEN AUTHORISATION The data importer has the data exporter's general authorisation for the engagement of sub-processor(s) from an agreed list. The data importer shall specifically inform the data exporter in writing of any intended changes to that list through the addition or replacement of sub-processors at least 10 calendar days in advance, thereby giving the data exporter sufficient time to be able to object to such changes prior to the engagement of the sub-processor(s). The data importer shall provide the data exporter with the information necessary to enable the data exporter to exercise its right to object.

(b) Where the data importer engages a sub-processor to carry out specific processing activities (on behalf of the data exporter), it shall do so by way of a written contract that provides for, in substance, the same data protection obligations as those binding the data importer under these Clauses, including in terms of third-party beneficiary rights for data subjects. The Parties agree that, by complying with this Clause, the data importer fulfils its obligations under Clause 8.8. The data importer shall ensure that the sub-processor complies with the obligations to which the data importer is subject pursuant to these Clauses.

(c) The data importer shall provide, at the data exporter's request, a copy of such a sub-processor agreement and any subsequent amendments to the data exporter. To the extent necessary to protect business secrets or other confidential information, including personal data, the data importer may redact the text of the agreement prior to sharing a copy.

(d) The data importer shall remain fully responsible to the data exporter for the performance of the sub-processor's obligations under its contract with the data importer. The data importer shall notify the data exporter of any failure by the sub-processor to fulfil its obligations under that contract.

(e) The data importer shall agree a third-party beneficiary clause with the sub-processor whereby - in the event the data importer has factually disappeared, ceased to exist in law or has become insolvent - the data exporter shall have the right to terminate the sub-processor contract and to instruct the sub-processor to erase or return the personal data.


Data subject rights

MODULE TWO: Transfer controller to processor

(a) The data importer shall promptly notify the data exporter of any request it has received from a data subject. It shall not respond to that request itself unless it has been authorised to do so by the data exporter.

(b) The data importer shall assist the data exporter in fulfilling its obligations to respond to data subjects' requests for the exercise of their rights under Regulation (EU) 2016/679. In this regard, the Parties shall set out in Annex II the appropriate technical and organisational measures, taking into account the nature of the processing, by which the assistance shall be provided, as well as the scope and the extent of the assistance required.

(c) In fulfilling its obligations under paragraphs (a) and (b), the data importer shall comply with the instructions from the data exporter.


Redress

(a) The data importer shall inform data subjects in a transparent and easily accessible format, through individual notice or on its website, of a contact point authorised to handle complaints. It shall deal promptly with any complaints it receives from a data subject.

MODULE TWO: Transfer controller to processor

(b) In case of a dispute between a data subject and one of the Parties as regards compliance with these Clauses, that Party shall use its best efforts to resolve the issue amicably in a timely fashion. The Parties shall keep each other informed about such disputes and, where appropriate, cooperate in resolving them.

(c) Where the data subject invokes a third-party beneficiary right pursuant to Clause 3, the data importer shall accept the decision of the data subject to:

  (i) lodge a complaint with the supervisory authority in the Member State of his/her habitual residence or place of work, or the competent supervisory authority pursuant to Clause 13;

  (ii) refer the dispute to the competent courts within the meaning of Clause 18.

(d) The Parties accept that the data subject may be represented by a not-for-profit body, organisation or association under the conditions set out in Article 80(1) of Regulation (EU) 2016/679.

(e) The data importer shall abide by a decision that is binding under the applicable EU or Member State law.

(f) The data importer agrees that the choice made by the data subject will not prejudice his/her substantive and procedural rights to seek remedies in accordance with applicable laws.


Liability

MODULE TWO: Transfer controller to processor

(a) Each Party shall be liable to the other Party/ies for any damages it causes the other Party/ies by any breach of these Clauses.

(b) The data importer shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data importer or its sub-processor causes the data subject by breaching the third-party beneficiary rights under these Clauses.

(c) Notwithstanding paragraph (b), the data exporter shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data exporter or the data importer (or its sub-processor) causes the data subject by breaching the third-party beneficiary rights under these Clauses. This is without prejudice to the liability of the data exporter and, where the data exporter is a processor acting on behalf of a controller, to the liability of the controller under Regulation (EU) 2016/679 or Regulation (EU) 2018/1725, as applicable.

(d) The Parties agree that if the data exporter is held liable under paragraph (c) for damages caused by the data importer (or its sub-processor), it shall be entitled to claim back from the data importer that part of the compensation corresponding to the data importer's responsibility for the damage.

(e) Where more than one Party is responsible for any damage caused to the data subject as a result of a breach of these Clauses, all responsible Parties shall be jointly and severally liable and the data subject is entitled to bring an action in court against any of these Parties.

(f) The Parties agree that if one Party is held liable under paragraph (e), it shall be entitled to claim back from the other Party/ies that part of the compensation corresponding to its/their responsibility for the damage.

(g) The data importer may not invoke the conduct of a sub-processor to avoid its own liability.


Supervision

MODULE TWO: Transfer controller to processor

(a) [Where the data exporter is established in an EU Member State:] The supervisory authority with responsibility for ensuring compliance by the data exporter with Regulation (EU) 2016/679 as regards the data transfer, as indicated in Annex I.C, shall act as competent supervisory authority.

[Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) and has appointed a representative pursuant to Article 27(1) of Regulation (EU) 2016/679:] The supervisory authority of the Member State in which the representative within the meaning of Article 27(1) of Regulation (EU) 2016/679 is established, as indicated in Annex I.C, shall act as competent supervisory authority.

[Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) without however having to appoint a representative pursuant to Article 27(2) of Regulation (EU) 2016/679:] The supervisory authority of one of the Member States in which the data subjects whose personal data is transferred under these Clauses in relation to the offering of goods or services to them, or whose behaviour is monitored, are located, as indicated in Annex I.C, shall act as competent supervisory authority.

(b) The data importer agrees to submit itself to the jurisdiction of and cooperate with the competent supervisory authority in any procedures aimed at ensuring compliance with these Clauses. In particular, the data importer agrees to respond to enquiries, submit to audits and comply with the measures adopted by the supervisory authority, including remedial and compensatory measures. It shall provide the supervisory authority with written confirmation that the necessary actions have been taken.

SECTION III - LOCAL LAWS AND OBLIGATIONS IN CASE OF ACCESS BY PUBLIC AUTHORITIES

Local laws and practices affecting compliance with the Clauses

MODULE TWO: Transfer controller to processor

(a) The Parties warrant that they have no reason to believe that the laws and practices in the third country of destination applicable to the processing of the personal data by the data importer, including any requirements to disclose personal data or measures authorising access by public authorities, prevent the data importer from fulfilling its obligations under these Clauses. This is based on the understanding that laws and practices that respect the essence of the fundamental rights and freedoms and do not exceed what is necessary and proportionate in a democratic society to safeguard one of the objectives listed in Article 23(1) of Regulation (EU) 2016/679, are not in contradiction with these Clauses.

(b) The Parties declare that in providing the warranty in paragraph (a), they have taken due account in particular of the following elements:

  (i) the specific circumstances of the transfer, including the length of the processing chain, the number of actors involved and the transmission channels used; intended onward transfers; the type of recipient; the purpose of processing; the categories and format of the transferred personal data; the economic sector in which the transfer occurs; the storage location of the data transferred;

  (ii) the laws and practices of the third country of destination- including those requiring the disclosure of data to public authorities or authorising access by such authorities - relevant in light of the specific circumstances of the transfer, and the applicable limitations and safeguards;

  (iii) any relevant contractual, technical or organisational safeguards put in place to supplement the safeguards under these Clauses, including measures applied during transmission and to the processing of the personal data in the country of destination.

(c) The data importer warrants that, in carrying out the assessment under paragraph (b), it has made its best efforts to provide the data exporter with relevant information and agrees that it will continue to cooperate with the data exporter in ensuring compliance with these Clauses.

(d) The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on request.

(e) The data importer agrees to notify the data exporter promptly if, after having agreed to these Clauses and for the duration of the contract, it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under paragraph (a), including following a change in the laws of the third country or a measure (such as a disclosure request) indicating an application of such laws in practice that is not in line with the requirements in paragraph (a).

(f) Following a notification pursuant to paragraph (e), or if the data exporter otherwise has reason to believe that the data importer can no longer fulfil its obligations under these Clauses, the data exporter shall promptly identify appropriate measures (e.g. technical or organisational measures to ensure security and confidentiality) to be adopted by the data exporter and/or data importer to address the situation. The data exporter shall suspend the data transfer if it considers that no appropriate safeguards for such transfer can be ensured, or if instructed by the competent supervisory authority to do so. In this case, the data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses. If the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise. Where the contract is terminated pursuant to this Clause, Clause 16(d) and (e) shall apply.


Obligations of the data importer in case of access by public authorities

MODULE TWO: Transfer controller to processor

15.1 Notification
(a) The data importer agrees to notify the data exporter and, where possible, the data subject promptly (if necessary with the help of the data exporter) if it:

  (i) receives a legally binding request from a public authority, including judicial authorities, under the laws of the country of destination for the disclosure of personal data transferred pursuant to these Clauses; such notification shall include information about the personal data requested, the requesting authority, the legal basis for the request and the response provided; or

  (ii) becomes aware of any direct access by public authorities to personal data transferred pursuant to these Clauses in accordance with the laws of the country of destination; such notification shall include all information available to the importer.

(b) If the data importer is prohibited from notifying the data exporter and/or the data subject under the laws of the country of destination, the data importer agrees to use its best efforts to obtain a waiver of the prohibition, with a view to communicating as much information as possible, as soon as possible. The data importer agrees to document its best efforts in order to be able to demonstrate them on request of the data exporter.

(c) Where permissible under the laws of the country of destination, the data importer agrees to provide the data exporter, at regular intervals for the duration of the contract, with as much relevant information as possible on the requests received (in particular, number of requests, type of data requested, requesting authority/ies, whether requests have been challenged and the outcome of such challenges, etc.).

(d) The data importer agrees to preserve the information pursuant to paragraphs (a) to (c) for the duration of the contract and make it available to the competent supervisory authority on request.

(e) Paragraphs (a) to (c) are without prejudice to the obligation of the data importer pursuant to Clause 14(e) and Clause 16 to inform the data exporter promptly where it is unable to comply with these Clauses.

15.2 Review of legality and data minimisation
(a) The data importer agrees to review the legality of the request for disclosure, in particular whether it remains within the powers granted to the requesting public authority, and to challenge the request if, after careful assessment, it concludes that there are reasonable grounds to consider that the request is unlawful under the laws of the country of destination, applicable obligations under international law and principles of international comity. The data importer shall, under the same conditions, pursue possibilities of appeal. When challenging a request, the data importer shall seek interim measures with a view to suspending the effects of the request until the competent judicial authority has decided on its merits. It shall not disclose the personal data requested until required to do so under the applicable procedural rules. These requirements are without prejudice to the obligations of the data importer under Clause 14(e).

(b) The data importer agrees to document its legal assessment and any challenge to the request for disclosure and, to the extent permissible under the laws of the country of destination, make the documentation available to the data exporter. It shall also make it available to the competent supervisory authority on request.

(c) The data importer agrees to provide the minimum amount of information permissible when responding to a request for disclosure, based on a reasonable interpretation of the request.

SECTION IV - FINAL PROVISIONS

Non-compliance with the Clauses and termination

(a) The data importer shall promptly inform the data exporter if it is unable to comply with these Clauses, for whatever reason.

(b) In the event that the data importer is in breach of these Clauses or unable to comply with these Clauses, the data exporter shall suspend the transfer of personal data to the data importer until compliance is again ensured or the contract is terminated. This is without prejudice to Clause 14(f).

(c) The data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses, where:

  (i) the data exporter has suspended the transfer of personal data to the data importer pursuant to paragraph (b) and compliance with these Clauses is not restored within a reasonable time and in any event within one month of suspension;

  (ii) the data importer is in substantial or persistent breach of these Clauses; or

  (iii) the data importer fails to comply with a binding decision of a competent court or supervisory authority regarding its obligations under these Clauses. In these cases, it shall inform the competent supervisory authority of such non-compliance. Where the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise.

(d) [For Modules One, Two and Three: Personal data that has been transferred prior to the termination of the contract pursuant to paragraph (c) shall at the choice of the data exporter immediately be returned to the data exporter or deleted in its entirety. The same shall apply to any copies of the data.] The data importer shall certify the deletion of the data to the data exporter. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit the return or deletion of the transferred personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process the data to the extent and for as long as required under that local law.

(e) Either Party may revoke its agreement to be bound by these Clauses where (i) the European Commission adopts a decision pursuant to Article 45(3) of Regulation (EU) 2016/679 that covers the transfer of personal data to which these Clauses apply; or (ii) Regulation (EU) 2016/679 becomes part of the legal framework of the country to which the personal data is transferred. This is without prejudice to other obligations applying to the processing in question under Regulation (EU) 2016/679.


Governing law

MODULE TWO: Transfer controller to processor

These Clauses shall be governed by the law of one of the EU Member States, provided such law allows for third-party beneficiary rights. The Parties agree that this shall be the law of Ireland.


Choice of forum and jurisdiction

MODULE TWO: Transfer controller to processor

(a) Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State.

(b) The Parties agree that those shall be the courts of Ireland.

(c) A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of the Member State in which he/she has his/her habitual residence.

(d) The Parties agree to submit themselves to the jurisdiction of such courts.

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APPENDIX

ANNEX I

A. LIST OF PARTIES


And


B. DESCRIPTION OF TRANSFER

Categories of data subjects whose personal data is transferred :

Data subjects are typically the customers of the data exporter whose information is queried using our Services.

Personal data relating to Customer account representatives (e.g., account registration, billing, and support contacts) may be processed by Kloudend as an independent controller in accordance with its Privacy Policy. This processing is outside the scope of this DPA.

Categories of personal data transferred : The categories of personal data transferred is primarily the IP address being queried using the Services. It may include additional metadata that is sent to a web server (e.g. operating system, browser, device, access/referring URL etc.)

Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialised training), keeping a record of access to the data, restrictions for onward transfers or additional security measures : The parties do not intend to transfer any special categories of data.

The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis) : The frequency of transferring the personal data is continuous, until the Terms come to an end.

Nature of the processing : The nature of the processing relates to querying the information (e.g. location) for an IP address.

Purpose(s) of the data transfer and further processing : The purpose of transferring the personal data is to allow the data exporter to deliver the Services reliably and efficiently to a global customer base.

The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period : The personal data queried using the Services is stored in web server log files for less than a year (typically the period is two to six months - please contact us for specific details). The data is deleted from log files automatically after this period.

For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing : A current list of subprocessors, including their roles and locations, is available at: Privacy Policy.

C. COMPETENT SUPERVISORY AUTHORITY

MODULE TWO: Transfer controller to processor
The Data Protection Commission of Ireland.

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ANNEX II

TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA

MODULE TWO: Transfer controller to processor

Description of the technical and organizational measures implemented by the data importer(s) (including any relevant certifications) to ensure an appropriate level of security, taking into account the nature, scope, context and purpose of the processing, and the risks for the rights and freedoms of natural persons.

Kloudend takes reasonable technical and organizational security measures including but not limited to

• Restrict access to Customer Personal Data and servers that store the data only to our employees, contractors and agents who need to know this information in order to operate, develop, or improve the Services (i.e. grant least privilege) .
• Encrypt server access credentials, use strong password policies and secure the accounts with multi factor authentication.
• Employees, consultants, agents and subcontractors are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.
• Account password of end users are stored using one-way cryptographic hashing functions.

Kloudend's servers are hosted in highly secure data centers and use the latest security practices to protect them. We route our network traffic through Cloudflare and our infrastructure is hosted with Amazon Web Services (AWS). AWS regularly achieves third-party validation for thousands of global compliance requirements that they continually monitor to help their customers meet security and compliance standards. AWS supports security standards and compliance certifications like PCI-DSS, HIPAA/HITECH, FedRAMP, GDPR, FIPS 140-2 and NIST 800-171. The data stored with AWS is protected by the AWS global network security procedures that are described in the Amazon Web Services "Overview of Security Processes" whitepaper ( d0.awsstatic.com/whitepapers/Security/AWS_Security_Whitepaper.pdf )

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ANNEX III

The controller has authorised the use of the following sub-processors as found on the data importer's Privacy Policy. Use of sub-processors, including any addition or replacement of sub-processors, will be in accordance with Clause 9.

UK Addendum to the EU Commission Standard Contractual Clauses

The UK Addendum ("UK Addendum") has been issued by the Information Commissioner for Parties making Restricted Transfers. The Information Commissioner considers that it provides Appropriate Safeguards for Restricted Transfers when it is entered into as a legally binding contract.

Part 1: Tables

Table 1: Parties

Start Date	The Effective Date of the Agreement
The Parties	Exporter (who sends the Restricted Transfer)	Importer (who receives the Restricted Transfer)
Parties’ details	The Exporter and Importer details are specified in Annex I of Part A of this Data Processing Agreement
Key Contact	The Exporter and Importer contacts are specified in Annex I of Part A of this Data Processing Agreement

Table 2: Selected SCCs, Modules and Selected Clauses

Addendum EU SCCs	The version of the Approved EU SCCs which this Addendum is appended to, detailed below, including the Appendix Information: The EU SCC to which this Addendum is appended to is contained in Part A of this document.
Module	Module 2, as set out in Part A of this document.

Table 3: Appendix Information

"Appendix Information" means the information which must be provided for the selected modules as set out in the Appendix of the Approved EU SCCs (other than the Parties), and which for this Addendum is set out in:

Annex 1A: List of Parties: Specified in Annex I of Part A of this Data Processing Agreement
Annex 1B: Description of Transfer: Specified in Annex I of Part A of this Data Processing Agreement
Annex II: Technical and organisational measures including technical and organisational measures to ensure the security of the data: Specified in Annex II of Part A of this Data Processing Agreement
Annex III: List of Sub processors (Modules 2 and 3 only): Specified in Annex III of Part A of this Data Processing Agreement

Table 4: Ending this Addendum when the Approved Addendum Changes

Ending this Addendum when the Approved Addendum changes

Which Parties may end this Addendum as set out in Section 19: Importer (yes) Exporter (yes) neither Party (no)

Part 2 : Mandatory Clauses

Entering into this Addendum

1. Each Party agrees to be bound by the terms and conditions set out in this Addendum, in exchange for the other Party also agreeing to be bound by this Addendum.
2. Although Annex 1A and Clause 7 of the Approved EU SCCs require signature by the Parties, for the purpose of making Restricted Transfers, the Parties may enter into this Addendum in any way that makes them legally binding on the Parties and allows data subjects to enforce their rights as set out in this Addendum. Entering into this Addendum will have the same effect as signing the Approved EU SCCs and any part of the Approved EU SCCs.

Interpretation of this Addendum

3. Where this Addendum uses terms that are defined in the Approved EU SCCs those terms shall have the same meaning as in the Approved EU SCCs. In addition, the following terms have the following meanings:

Addendum	This International Data Transfer Addendum which is made up of this Addendum incorporating the Addendum EU SCCs.
Addendum EU SCCs	The version(s) of the Approved EU SCCs which this Addendum is appended to, as set out in Table 2, including the Appendix Information.
Appendix Information	As set out in Table 3.
Appropriate Safeguards	The standard of protection over the personal data and of data subjects’ rights, which is required by UK Data Protection Laws when you are making a Restricted Transfer relying on standard data protection clauses under Article 46(2)(d) UK GDPR.
Approved Addendum	The template Addendum issued by the ICO and laid before Parliament in accordance with s119A of the Data Protection Act 2018 on 2 February 2022, as it is revised under Section 18.
Approved EU SCCs	The Standard Contractual Clauses set out in the Annex of Commission Implementing Decision (EU) 2021/914 of 4 June 2021.
ICO	The Information Commissioner.
Restricted Transfer	A transfer which is covered by Chapter V of the UK GDPR.
UK	The United Kingdom of Great Britain and Northern Ireland.
UK Data Protection Laws	All laws relating to data protection, the processing of personal data, privacy and/or electronic communications in force from time to time in the UK, including the UK GDPR and the Data Protection Act 2018.
UK GDPR	As defined in section 3 of the Data Protection Act 2018.

4. This Addendum must always be interpreted in a manner that is consistent with UK Data Protection Laws and so that it fulfils the Parties’ obligation to provide the Appropriate Safeguards.
5. If the provisions included in the Addendum EU SCCs amend the Approved SCCs in any way which is not permitted under the Approved EU SCCs or the Approved Addendum, such amendment(s) will not be incorporated in this Addendum and the equivalent provision of the Approved EU SCCs will take their place.
6. If there is any inconsistency or conflict between UK Data Protection Laws and this Addendum, UK Data Protection Laws applies.
7. If the meaning of this Addendum is unclear or there is more than one meaning, the meaning which most closely aligns with UK Data Protection Laws applies.
8. Any references to legislation (or specific provisions of legislation) means that legislation (or specific provision) as it may change over time. This includes where that legislation (or specific provision) has been consolidated, reenacted and/or replaced after this Addendum has been entered into.

Hierarchy

9. Although Clause 5 of the Approved EU SCCs sets out that the Approved EU SCCs prevail over all related agreements between the parties, the parties agree that, for Restricted Transfers, the hierarchy in Section 10 will prevail.
10. Where there is any inconsistency or conflict between the Approved Addendum and the Addendum EU SCCs (as applicable), the Approved Addendum overrides the Addendum EU SCCs, except where (and in so far as) the inconsistent or conflicting terms of the Addendum EU SCCs provides greater protection for data subjects, in which case those terms will override the Approved Addendum.
11. Where this Addendum incorporates Addendum EU SCCs which have been entered into to protect transfers subject to the General Data Protection Regulation (EU) 2016/679 then the Parties acknowledge that nothing in this Addendum impacts those Addendum EU SCCs

Incorporation of and changes to the EU SCCs

12. This Addendum incorporates the Addendum EU SCCs which are amended to the extent necessary so that:
    1. together they operate for data transfers made by the data exporter to the data importer, to the extent that UK Data Protection Laws apply to the data exporter’s processing when making that data transfer, and they provide Appropriate Safeguards for those data transfers;
    2. Sections 9 to 11 override Clause 5 (Hierarchy) of the Addendum EU SCCs; and
    3. this Addendum (including the Addendum EU SCCs incorporated into it) is (1) governed by the laws of England and Wales and (2) any dispute arising from it is resolved by the courts of England and Wales, in each case unless the laws and/or courts of Scotland or Northern Ireland have been expressly selected by the Parties.
13. Unless the Parties have agreed alternative amendments which meet the requirements of Section 12, the provisions of Section 15 will apply.
14. No amendments to the Approved EU SCCs other than to meet the requirements of Section 12 may be made.
15. The following amendments to the Addendum EU SCCs (for the purpose of Section 12) are made:
    1. References to the "Clauses" means this Addendum, incorporating the Addendum EU SCCs;
    2. In Clause 2, delete the words: "and, with respect to data transfers from controllers to processors and/or processors to processors, standard contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679";
    3. Clause 6 (Description of the transfer(s)) is replaced with: "The details of the transfers(s) and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred) are those specified in Annex I.B where UK Data Protection Laws apply to the data exporter’s processing when making that transfer.";
    4. Clause 8.7(i) of Module 1 is replaced with: "it is to a country benefitting from adequacy regulations pursuant to Section 17A of the UK GDPR that covers the onward transfer";
    5. Clause 8.8(i) of Modules 2 and 3 is replaced with: "the onward transfer is to a country benefitting from adequacy regulations pursuant to Section 17A of the UK GDPR that covers the onward transfer;"
    6. References to "Regulation (EU) 2016/679", "Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation)" and "that Regulation" are all replaced by "UK Data Protection Laws". References to specific Article(s) of "Regulation (EU) 2016/679" are replaced with the equivalent Article or Section of UK Data Protection Laws;
    7. References to Regulation (EU) 2018/1725 are removed;
    8. References to the "European Union", "Union", "EU", "EU Member State", "Member State" and "EU or Member State" are all replaced with the "UK";
    9. The reference to "Clause 12(c)(i)" at Clause 10(b)(i) of Module one, is replaced with "Clause 11(c)(i)";
    10. Clause 13(a) and Part C of Annex I are not used;
    11. The "competent supervisory authority" and "supervisory authority" are both replaced with the "Information Commissioner";
    12. In Clause 16(e), subsection (i) is replaced with: "the Secretary of State makes regulations pursuant to Section 17A of the Data Protection Act 2018 that cover the transfer of personal data to which these clauses apply;";
    13. Clause 17 is replaced with: "These Clauses are governed by the laws of England and Wales.";
    14. Clause 18 is replaced with: "Any dispute arising from these Clauses shall be resolved by the courts of England and Wales. A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of any country in the UK. The Parties agree to submit themselves to the jurisdiction of such courts."; and
    15. The footnotes to the Approved EU SCCs do not form part of the Addendum, except for footnotes 8, 9, 10 and 11.

Amendments to this Addendum

16. The Parties may agree to change Clauses 17 and/or 18 of the Addendum EU SCCs to refer to the laws and/or courts of Scotland or Northern Ireland.
17. If the Parties wish to change the format of the information included in Part 1: Tables of the Approved Addendum, they may do so by agreeing to the change in writing, provided that the change does not reduce the Appropriate Safeguards.
18. From time to time, the ICO may issue a revised Approved Addendum which:
    1. makes reasonable and proportionate changes to the Approved Addendum, including correcting errors in the Approved Addendum; and/or
    2. reflects changes to UK Data Protection Laws;
    The revised Approved Addendum will specify the start date from which the changes to the Approved Addendum are effective and whether the Parties need to review this Addendum including the Appendix Information. This Addendum is automatically amended as set out in the revised Approved Addendum from the start date specified.
19. If the ICO issues a revised Approved Addendum under Section 18, if any Party selected in Table 4 "Ending the Addendum when the Approved Addendum changes", will as a direct result of the changes in the Approved Addendum have a substantial, disproportionate and demonstrable increase in:
    1. its direct costs of performing its obligations under the Addendum; and/or
    2. its risk under the Addendum,
    and in either case it has first taken reasonable steps to reduce those costs or risks so that it is not substantial and disproportionate, then that Party may end this Addendum at the end of a reasonable notice period, by providing written notice for that period to the other Party before the start date of the revised Approved Addendum.
20. The Parties do not need the consent of any third party to make changes to this Addendum, but any changes must be made in accordance with its terms.

CCPA SERVICE PROVIDER ADDENDUM

1 Scope and Application

1.1 This Part C applies only to the extent Kloudend Processes Customer Personal Data that constitutes "Personal Information" of California Consumers under the CCPA. This Part C does not extend the substantive obligations of any other Part of this DPA to Processing not subject to the CCPA, and the substantive obligations of this Part C do not apply to Processing not subject to the CCPA.

1.2 For the purposes of this Part C, Customer is a "Business" and Kloudend is a "Service Provider," each as defined in the CCPA. Kloudend Processes Customer Personal Information solely on behalf of Customer for the Permitted Purposes.

2 Definitions

2.1 "CCPA" means the California Consumer Privacy Act of 2018 (Cal. Civ. Code § 1798.100 et seq.), as amended by the California Privacy Rights Act of 2020, together with its implementing regulations, each as amended from time to time.

2.2 The terms "Business," "Business Purpose," "Commercial Purpose," "Consumer," "Personal Information," "Process"/"Processing," "Sell"/"Sale," "Service Provider," "Share"/"Sharing," "Sensitive Personal Information," and "Third Party" have the meanings given to them in the CCPA.

2.3 "Customer Personal Information" means Customer Personal Data that constitutes Personal Information under the CCPA.

2.4 "Permitted Purposes" means the limited and specified Business Purposes set out in Schedule C-1.

3 Nature of the Services; No Sensitive Personal Information

The Services consist of IP address to generalized geolocation lookups returning geolocation data at city, region, and country granularity. The Services do not return, and are not capable of returning, geolocation that identifies a Consumer or device within a geographic area of 1,850 feet or less. Accordingly, the geolocation output does not constitute precise geolocation, and Kloudend does not Process Sensitive Personal Information in performing the Services.

4 Kloudend's Obligations and Restrictions

Kloudend shall:

(a) Process Customer Personal Information only for the Permitted Purposes and only on behalf of Customer, and not for any Commercial Purpose other than the Permitted Purposes, except as otherwise permitted by the CCPA;

(b) not Sell or Share Customer Personal Information, and not use Customer Personal Information for cross-context behavioral advertising;

(c) not retain, use, or disclose Customer Personal Information for any purpose other than the Permitted Purposes, including not retaining, using, or disclosing it for a Commercial Purpose other than the Permitted Purposes, or as otherwise permitted by the CCPA;

(d) not retain, use, or disclose Customer Personal Information outside the direct business relationship between Kloudend and Customer;

(e) not combine Customer Personal Information with Personal Information that Kloudend receives from, or on behalf of, another person, or that Kloudend collects from its own interaction with the Consumer, except as permitted by the CCPA to perform a Business Purpose;

(f) comply with all obligations applicable to it as a Service Provider under the CCPA and provide the same level of privacy protection to Customer Personal Information as is required of Businesses by the CCPA; and

(g) implement and maintain reasonable security procedures and practices appropriate to the nature of the Customer Personal Information, as further described in the Security & Audits section of this DPA.

5 Permitted Internal Use

Kloudend may retain and use Customer Personal Information for the internal business purposes permitted by the CCPA for Service Providers. This includes detecting and protecting against security incidents, debugging and repairing errors that impair existing intended functionality. Kloudend shall not use Customer Personal Information to build or modify Consumer profiles to use in providing services to another business, or to correct or augment data acquired from another source, except as expressly permitted by the CCPA.

6 Certification

Kloudend certifies that it understands the restrictions set out in Sections 4 and 5 and in Section 1798.140 of the CCPA, and that it will comply with them.

7 Customer's Rights to Monitor and Remediate

7.1 Customer may take reasonable and appropriate steps, in accordance with the Security & Audits section of this DPA, to help ensure that Kloudend Processes Customer Personal Information in a manner consistent with Customer's obligations under the CCPA. Such steps may include manual review, automated scans, regular assessments, or other technical and operational testing.

7.2 Upon notice, including any notice under Section 8, Customer may take reasonable and appropriate steps to stop and remediate any unauthorized use of Customer Personal Information.

8 Notification of Inability to Comply

Kloudend shall notify Customer in writing without undue delay if it determines that it can no longer meet its obligations under the CCPA with respect to Customer Personal Information.

9 Assistance with Consumer Requests

Taking into account the nature of the Processing, Kloudend shall provide reasonable assistance to enable Customer to respond to and comply with verifiable Consumer requests under the CCPA, including requests to know or access, delete, correct, opt out of Sale or Sharing, and limit the use and disclosure of Sensitive Personal Information. Where Kloudend receives a Consumer request directly relating to Customer Personal Information, it shall, unless prohibited by law, promptly inform the Consumer that the request should be directed to Customer, or act on Customer's documented instructions.

10 Subprocessors

Kloudend's engagement of Subprocessors is governed by the Subprocessing section of this DPA. In addition, Kloudend shall enter into a written contract with each Subprocessor that Processes Customer Personal Information that imposes on the Subprocessor the same obligations and restrictions applicable to Kloudend under this Part C and the CCPA.

11 Deletion and Return

Deletion and return of Customer Personal Information on termination of the Terms or upon Customer's request are governed by the General Terms section of this DPA.

12 Order of Precedence

In the event of a conflict between this Part C and any other provision of this DPA or the Terms with respect to the Processing of Customer Personal Information subject to the CCPA, this Part C controls.

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Schedule C-1 - Permitted Purposes and Details of Processing

Permitted Purposes. To perform IP address to generalized geolocation lookups and return geolocation data at city, region, and country granularity, as part of the Services described in the Terms. This includes responding to API requests submitted by Customer and, on a limited basis, the internal security purposes set out in Section 5.

Categories of Personal Information Processed. The categories of personal data transferred is primarily the IP address being queried using the Services. It may include additional metadata that is sent to a web server (e.g. operating system, browser, device, access/referring URL etc.)

Categories of Consumers. Individuals whose IP addresses are submitted to the Services by Customer in the course of Customer's own products and services.

Retention of Query Logs. The only Customer Personal Information retained by Kloudend is the query log described in Section 5 (security and debugging). Such logs are stored in web server log files for less than one year (typically two to six months; please contact us for specific details) and are automatically deleted after this period. Kloudend does not otherwise retain Customer Personal Information after responding to a query.

Duration of Processing. For the term of the Terms.

This Part C is incorporated into the DPA. No separate signature is required.

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Contact

• Kloudend, Inc. 1887 Whitney Mesa Dr #4080, Henderson, NV, USA - 89014
• Contact via e-mail.