Data processing addendum

1. Definitions

For purposes of this Addendum, the terms below shall have the meanings set forth below. Capitalized terms that are used but not otherwise defined in this Addendum shall have the meanings set forth in the Agreement.

1.1 “Addendum Effective Date” means the date on which the parties agreed to this Addendum.

1.2 “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity, where “control” refers to the power to direct or cause the direction of the subject entity, whether through ownership of voting securities, by contract or otherwise.

1.3 “Agreement” means Userback’s Terms of Use, which govern the provision of the Services to Customer, as such terms may be updated by Userback from time to time.

1.4 “Audit Reports” has the meaning given in Section 5.4.4 (Audit Reports).

1.5 “CCPA” means the California Consumer Privacy Act of 2018.

1.6 “Customer Personal Data” means any personal data or personal information of data subjects contained within the data provided to or accessed by Userback by or on behalf of Customer or Customer end users in connection with the Services.

1.7 “Global Data Protection Legislation” means the European Data Protection Legislation, CCPA, and LGPD as applicable to the processing of Customer Personal Data under the Agreement.

1.8 “EEA” means the European Economic Area.

1.9 “EU” means the European Union.

1.10 “European Data Protection Legislation” means the GDPR and other data protection laws of the EU, its Member States, Switzerland, Iceland, Liechtenstein and Norway and the United Kingdom, applicable to the processing of Customer Personal Data under the Agreement.

1.11 “GDPR” means 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 of EU data subjects and on the free movement of such data, and repealing Directive 95/46/EC.

1.12 “Information Security Incident” means a breach of Userback’s security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Customer Personal Data in Userback’s possession, custody or control. “Information Security Incidents” will not include unsuccessful attempts or activities that do not compromise the security of Customer Personal Data, including unsuccessful log-in attempts, pings, port scans, denial of service attacks, and other network attacks on firewalls or networked systems.

1.13 “LGPD” means the Brazilian General Data Protection Law.

1.14 “Standard Contractual Clauses” or “SCCs” has the meaning set forth in Appendix 3 (Cross Border Transfer Solutions) of this Addendum.

1.15 “Security Documentation” means all documents and information made available by Userback under Section 5.4.1 (Audits).

1.16 “Security Measures” has the meaning given in Section 5.1.1 (Userback’s Security Measures).

1.17 “Services” means the services and/or products to be provided by Userback to Customer under the Agreement.

1.18 “Subprocessors” means third parties authorized under this Addendum to process Customer Personal Data in relation to the Services.

1.19 “Term” means the period from the Addendum Effective Date until the end of Userback’s provision of the Services.

1.20 “Transfer Solution” means the Standard Contractual Clauses or another solution that enables the lawful transfer of personal data to a third country in accordance with Article 45 or 46 of the GDPR.

1.21 The terms “personal data”, “data subject”, “processing”, “controller”, “processor” and “supervisory authority” as used in this Addendum have the meanings given in the GDPR and LGPD, as applicable, and the terms “data importer” and “data exporter” have the meanings given in the Standard Contractual Clauses. The terms “personal information”, “Business”, and “Service Provider” have the meanings set forth in the CCPA.

2. Duration of Addendum

This Addendum will take effect on the Addendum Effective Date and, notwithstanding the expiration of the Term, will remain in effect until, and automatically expire upon, Userback’s deletion of all Customer Personal Data as described in this Addendum.

3. Processing of Data

3.1 Roles and Regulatory Compliance; Authorization.

3.1.1 Processor and Controller Responsibilities. This Addendum only applies to the extent that we are processing Customer Personal Data on behalf of Customer. If the European Data Protection Legislation, LGPD, or CCPA apply to the processing of Customer Personal Data, the parties acknowledge and agree that:

(a) the subject matter and details of the processing are described in Appendix 1;

(b) Userback is a processor of that Customer Personal Data under the European Data Protection Legislation or LGPD, and/or a Service Provider with respect to that Customer Personal Data under the CCPA, as applicable;

(c) Customer is either a controller or processor of that Customer Personal Data under European Data Protection Legislation or LGPD, and/or a Business with respect to that Customer Personal Data under the CCPA, as applicable; and

(d) each party will comply with the obligations applicable to it under the applicable Global Data Protection Legislation with respect to the processing of that Customer Personal Data.

3.1.2 Authorization by Third Party Controller. If the European Data Protection Legislation applies to the processing of Customer Personal Data and Customer is a processor, Customer warrants to Userback that Customer’s instructions and actions with respect to that Customer Personal Data, including its appointment of Userback as another processor and its consent to Userback’s onward transfers of Customer Personal Data to its Subprocessors, have been authorized by the relevant controller.

4. Data Deletion

4.1 Deletion on Termination. Unless otherwise set forth in the Agreement, upon expiration of the Term, Customer instructs Userback to delete all Customer Personal Data (including existing copies) from Userback’s systems as required by and in accordance with applicable law as soon as reasonably practicable, unless applicable law prevents Userback from deleting such data. To the extent that Customer is bound by laws or regulations that would require Userback to retain Customer Personal Data after expiration of the Term and Customer does not inform Userback of such retention obligations, Customer shall be solely liable for any deletion of such data by Userback in accordance with this Section 4.1.

5. Data Security

5.1 Userback’s Security Measures, Controls and Assistance.

5.1.1 Userback’s Security Measures. Userback will implement and maintain technical and organizational measures to protect Customer Personal Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure of or access to Customer Personal Data as described in Appendix 2 (the “Technical and Organizational Security Measures”). Userback may update or modify the Security Measures from time to time provided that such updates and modifications do not materially decrease the overall security of the Services.

5.1.2 Security Compliance by Userback Staff. Userback will grant access to Customer Personal Data only to employees, contractors, and Subprocessors who need such access for the scope of their performance, and are subject to appropriate confidentiality arrangements.

5.1.3 Userback’s Security Assistance. Userback will (taking into account the nature of the processing of Customer Personal Data and the information available to Userback) provide Customer with reasonable assistance necessary for Customer to comply with its obligations in respect of Customer Personal Data under Global Data Protection Legislation, including Articles 32 to 34 (inclusive) of the GDPR and Articles 6 and 46 of the LGPD, by:

(a) implementing and maintaining the Security Measures in accordance with Section 5.1.1 (Userback’s Security Measures);

(b) complying with the terms of Section 5.2 (Information Security Incidents); and

(c) providing Customer with the Security Documentation in accordance with Section 5.4.1 (Audits) and the Agreement, including this Addendum.

5.2 Information Security Incidents.

5.2.1 Information Security Incident Notification. If Userback becomes aware of an Information Security Incident, Userback will: (a) notify Customer of the Information Security Incident without undue delay after becoming aware of the Information Security Incident; and (b) take reasonable steps to identify the case of such Information Security Incident, minimize harm and prevent a recurrence.

5.2.2 Details of Information Security Incident. Notifications made pursuant to this Section 5.2 (Information Security Incidents) will describe, to the extent reasonably practicable, details of the Information Security Incident, including (i) the nature of the Information Security Incident including where possible, the categories and approximate number of data subjects concerned and the categories and approximate number of personal data records concerned; (ii) the name and contact details of the data protection officer or other contact point where more information can be obtained, (iii) the likely consequences of Information Security Incident; (iv) steps taken, or proposed to be taken, to mitigate the potential risks and steps Userback recommends Customer take to address the Information Security Incident including, where appropriate, measures to mitigate its possible adverse effects.

5.2.3 Notification. Customer is solely responsible for complying with incident notification laws applicable to Customer and fulfilling any third-party notification obligations related to any Information Security Incident(s).

5.2.4 No Acknowledgement of Fault by Userback. Userback’s notification of or response to an Information Security Incident under this Section 5.2 (Information Security Incidents) will not be construed as an acknowledgment by Userback of any fault or liability with respect to the Information Security Incident.

5.3 Customer’s Security Responsibilities and Assessment.

5.3.1 Customer’s Security Responsibilities.

Customer agrees that, without prejudice to Userback’s obligations under Section 5.1 (Userback’s Security Measures, Controls and Assistance) and Section 5.2 (Information Security Incidents):

(a) Customer is solely responsible for its use of the Services, including:

(i) making appropriate use of the Services to ensure a level of security appropriate to the risk in respect of the Customer Personal Data;

(ii) securing the account authentication credentials, systems and devices Customer uses to access the Services; and

(iii) securing Customer’s systems and devices Userback uses to provide the Services; and

(iv) backing up its Customer Personal Data.

(b) Userback has no obligation to protect Customer Personal Data that Customer elects to store or transfer outside of Userback’s and its Subprocessors’ systems (for example, offline or on-premises storage).

5.3.2 Customer’s Security Assessment.

(a) Customer is solely responsible for reviewing the Security Documentation and evaluating for itself whether the Services, the Security Measures and Userback’s commitments under this Section 5 (Data Security) will meet Customer’s needs, including with respect to any security obligations of Customer under the applicable Global Data Protection Legislation.

(b) Customer acknowledges and agrees that (taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of the processing of Customer Personal Data as well as the risks to individuals) the Security Measures implemented and maintained by Userback as set out in Section 5.1.1 (Userback’s Security Measures) provide a level of security appropriate to the risk in respect of the Customer Personal Data.

5.4 Reviews and Audits of Compliance.

5.4.1 Audits. Customer may audit Userback’s compliance with its obligations under this Addendum up to once per year. In addition, to the extent required by the applicable Global Data Protection Legislation, including where mandated by Customer’s supervisory authority, Customer or Customer’s supervisory authority may perform more frequent audits (including inspections). Userback will contribute to such audits by providing Customer or Customer’s supervisory authority with the information and assistance reasonably necessary to conduct the audit, including any relevant records of processing activities applicable to the Services.

5.4.2 Objections to Third Party Auditor. If a third party is to conduct the audit, Userback may object to the auditor if the auditor is, in Userback’s reasonable opinion, not suitably qualified or independent, a competitor of Userback, or otherwise manifestly unsuitable. Such objection by Userback will require Customer to appoint another auditor or conduct the audit itself.

5.4.3 Request for Audit. To request an audit, Customer must submit a detailed proposed audit plan to Userback at least two weeks in advance of the proposed audit date. The proposed audit plan must describe the proposed scope, duration, and start date of the audit. Userback will review the proposed audit plan and provide Customer with any concerns or questions (for example, any request for information that could compromise Userback security, privacy, employment or other relevant policies). Userback will work cooperatively with Customer to agree on a final audit plan. Nothing in this Section 5.4 (Reviews and Audits of Compliance) shall require Userback to breach any duties of confidentiality.

5.4.4 Audit Reports. If the requested audit scope is addressed in an SSAE 16/18/ISAE 3402 Type 2, AICPA SOC 2 (SOC for Service Organizations: Trust Services Criteria), ISO, NIST or similar audit report performed by a qualified third-party auditor (“Audit Reports”) within twelve (12) months of Customer’s audit request and Userback confirms there are no known material changes in the controls audited, Customer agrees to accept those findings in lieu of requesting an audit of the controls covered by the report.

5.4.5 Conduct of Audit. The audit must be conducted during regular business hours at the applicable facility, subject to the agreed final audit plan and Userback’s health and safety or other relevant policies, and may not unreasonably interfere with Userback business activities.

5.4.6 Conditions of Audit. Customer will promptly notify Userback of any non-compliance discovered during the course of an audit and provide Userback any audit reports generated in connection with any audit under this Section 5.4 (Reviews and Audits of Compliance), unless prohibited by the applicable Global Data Protection Legislation or otherwise instructed by a supervisory authority. Customer may use the audit reports only for the purposes of meeting Customer’s regulatory audit requirements and/or confirming compliance with the requirements of this Addendum. The audit reports and any Userback information shared during the audit process are Confidential Information of the parties under the terms of the Agreement.

5.4.7 Expenses of Audit. Any audits are at Customer’s expense. Customer shall reimburse Userback for any time expended by Userback or its Subprocessors in connection with any audits or inspections under this Section 5.4 (Reviews and Audits of Compliance) at Userback’s then-current professional services rates, which shall be made available to Customer upon request. Customer will be responsible for any fees charged by any auditor appointed by Customer to execute any such audit.

5.4.8 Standard Contractual Clauses. The parties agree that this Section 5.4 (Reviews and Audits of Compliance) shall satisfy Userback’s obligations under the audit requirements of the 2021 Standard Contractual Clauses applied to Data Importer under Clause 8 and Clause 13(a) and to any Subprocessors under Clause 9.

6. Impact Assessments and Consultations

Userback will (taking into account the nature of the processing and the information available to Userback) reasonably assist Customer in complying with its obligations under the applicable Global Data Protection Legislation in respect of data protection impact assessments and prior consultation, including, if applicable, Customer’s obligations pursuant to Articles 35 and 36 of the GDPR, by:

6.1 Audit Reports and Security Measures. Making available for review copies of the Audit Reports or other documentation describing relevant aspects of Userback’s information security program and the security measures applied in connection therewith; and

6.2 Additional Information. Providing the information contained in the Agreement including this Addendum.

7. Data Subject Rights

7.1 Customer’s Responsibility for Requests. During the Term, if Userback receives any request from a data subject in relation to Customer Personal Data, Userback will, at its sole discretion, (i) advise the Customer of the request, (ii) advise the data subject to submit his or her request to Customer, and/or (iii) notify the data subject that his or her request has been forwarded to the Customer. Customer will be responsible for responding to any such request.

7.2 Userback’s Data Subject Request Assistance. Userback will (taking into account the nature of the processing of Customer Personal Data) provide Customer with self-service functionality through the Services or other reasonable assistance as necessary for Customer to fulfill its obligation under the applicable Global Data Protection Legislation to respond to requests by data subjects, including if applicable, Customer’s obligation to respond to requests for exercising the data subject’s rights set out in Chapter III of the GDPR, Articles 18 and 19 of the LGPD, or Section 1798.105 of the CCPA. Customer shall reimburse Userback for any such assistance beyond providing self-service features included as part of the Services at Userback’s then-current professional services rates, which shall be made available to Customer upon request.

8. Data Transfers

8.1 Data Storage and Processing Facilities. Userback may, subject to Section 8.2 (Transfers of Data Out of the EEA), store and process Customer Personal Data anywhere Userback or its Subprocessors maintains facilities.

8.2 Transfers of Data Out of the EEA.

8.2.1 Userback’s Transfer Obligations. If the storage and/or processing of Customer Personal Data (as set out in Section 8.1 (Data Storage and Processing Facilities) involves transfers of Customer Personal Data out of the EEA, the United Kingdom or Switzerland, and the European Data Protection Legislation applies to the transfers of such data (“Transferred Personal Data”), the terms set forth in Appendix 3 (Cross Border Transfer Solutions) will apply. Userback will make such transfers in accordance with a Transfer Solution, and make information available to Customer about such Transfer Solution upon request.

8.2.2 Customer’s Transfer Obligations. In respect of Transferred Personal Data, Customer agrees that if under European Data Protection Legislation Userback reasonably requires Customer to use another Transfer Solution offered by Userback (other than the Standard Contractual Clauses, which are attached hereto as Appendix 3 and incorporated by reference to the extent that Customer is transferring Customer Personal Data out of the EAA or Switzerland to Userback) and Userback reasonably requests that Customer take any action (which may include execution of documents) required to give full effect to such solution, Customer will do so.

8.3 Disclosure of Confidential Information Containing Personal Data. If Customer has entered into Standard Contractual Clauses as described in Section 8.2 (Transfers of Data Out of the EEA), Userback will, notwithstanding any term to the contrary in the Agreement, make any disclosure of Customer’s Confidential Information containing personal data, and any notifications relating to any such disclosures, in accordance with such Standard Contractual Clauses. For the purposes of the Standard Contractual Clauses, Customer and Userback agree that (i) Customer will act as the data exporter on Customer’s own behalf and on behalf of any of Customer’s entities and (ii) Userback or its relevant Affiliate will act on its own behalf and/or on behalf of Userback’s Affiliates as the data importers.

9. Subprocessors

9.1 Consent to Subprocessor Engagement. Customer generally authorizes the engagement of any other third parties as Subprocessors and authorizes onward transfer of Customer Personal Data to any Subprocessors engaged by Userback. If Customer has entered into Standard Contractual Clauses as described in Section 8.2 (Transfers of Data Out of the EEA), the above authorizations will constitute Customer’s prior written consent to the subcontracting by Userback of the processing of Customer Personal Data if such consent is required under the Standard Contractual Clauses.

9.2 Information about Subprocessors. Information about Subprocessors, including their functions and locations, is available at https://userback.io/dpa-subprocessors (as may be updated by Userback from time to time in accordance with this Addendum).

9.3 Requirements for Subprocessor Engagement. When engaging any Subprocessor, Userback will enter into a written contract with such Subprocessor containing data protection obligations not less protective than those in the Agreement (including this Addendum) with respect to the protection of Customer Personal Data to the extent applicable to the nature of the Services provided by such Subprocessor. Userback shall be liable for all obligations subcontracted to, and all acts and omissions of, the Subprocessor.

9.4 Opportunity to Object to Subprocessor Changes.

When any new Subprocessor is engaged during the Term, Userback will, at least thirty (30) days before the new Subprocessor processes any Customer Personal Data, notify Customer of the engagement (including the name and location of the relevant Subprocessor and the activities it will perform).

Customer may object to any new Subprocessor by providing written notice to Userback within the thirty (30) day period prior to the engagement of the Subprocessor as described above. In the event Customer objects to a new Subprocessor, Customer and Userback will work together in good faith to find a mutually acceptable resolution to address such objection. If the parties are unable to reach a mutually acceptable resolution within a reasonable timeframe, Customer may, as its sole and exclusive remedy, terminate the Agreement by providing written notice to Userback.

10. Processing Records

10.1 Userback’s Processing Records. Customer acknowledges that Userback is required under the GDPR to:

(a) collect and maintain records of certain information, including the name and contact details of each processor and/or controller on behalf of which Userback is acting and, where applicable, of such processor’s or controller’s local representative and data protection officer; and

(b) make such information available to the supervisory authorities. Accordingly, if the GDPR applies to the processing of Customer Personal Data, Customer will, where requested, provide such information to Userback, and will ensure that all information provided is kept accurate and up-to-date.

11. Liability

11.1 Liability Cap. The total combined liability of either party and its Affiliates towards the other party and its Affiliates, whether in contract, tort or any other theory of liability, under or in connection with the Agreement, this Addendum, and the Standard Contractual Clauses if entered into as described in Section 8.2 (Transfers of Data Out of the EEA) combined will be limited to limitations on liability or other liability caps agreed to by the parties in the Agreement, subject to Section 11.2 (Liability Cap Exclusions).

11.2 Liability Cap Exclusions. Nothing in Section 11.1 (Liability Cap) will affect any party’s liability to data subjects under the third-party beneficiary provisions of the Standard Contractual Clauses to the extent limitation of such rights is prohibited by the European Data Protection Legislation.

12. Analytics

Customer acknowledges and agrees that Userback may create and derive from processing related to the Services anonymized and/or aggregated data that does not identify Customer or any natural person, and use, publicize or share with third parties such data to improve Userback’s products and services and for its other legitimate business purposes.

13. Notices

Notwithstanding anything to the contrary in the Agreement, any notices required or permitted to be given by Userback to Customer may be given (a) in accordance with the notice clause of the Agreement; (b) to Userback’s primary points of contact with Customer; and/or (c) to any email provided by Customer for the purpose of providing it with Service-related communications or alerts. Customer is solely responsible for ensuring that such email addresses are valid.

14. Effect of These Terms

Notwithstanding anything to the contrary in the Agreement, to the extent of any conflict or inconsistency between this Addendum and the remaining terms of the Agreement, this Addendum will govern.

Appendix 2

Subject Matter and Details of the Data Processing

This Appendix 1 is incorporated into the Addendum, and also forms part of the Standard Contractual Clauses (if such Standard Contractual Clauses are applicable to Customer).

Data Importer	The Data Importer (or Service Provider/Processor) is Userback, a provider of web-based customer feedback solutions.
Data Exporter	The Data Exporter (or Business/Controller) is the Customer that is a party to the Addendum.
Subject Matter	Userback’s provision of the Services to Customer as set forth in the Agreement and the Addendum.
Duration of the Processing	The Term plus the period from the expiry of the Term until deletion of all Customer Personal Data by Userback in accordance with the Addendum.
Nature and Purpose of the Processing	Userback will receive, process, and store Customer Personal Data for the purposes of providing the Services to Customer in accordance with the Agreement and the Addendum, to communicate with Customer and its end users, to provide customer service, to monitor, maintain, and improve the Services, and to otherwise fulfill its obligations under the Agreement. Userback does not sell Customer Personal Data or Customer’s end users’ personal data, and does not share such end users’ information with third parties for compensation or for those third parties’ own business interests.
Categories of Personal Data	First and last name Title Position Employer Contact information (company, email, phone, physical business address) IT information (IP addresses, usage, cookies, online navigation, location, and browser data) Other electronic data submitted, stored, sent, or received by an end-user (which may include special categories of personal data under the GDPR, or sensitive personal data under the LGPD, to the extent that such data is submitted, stored, sent, or received by an end-user; Userback does not request or require any sensitive or special categories of personal data for provision of the Services) Information related to invoices or payments made for the Userback service
Sensitive Data	Userback does not request or require any sensitive or special categories of personal data for provision of the Services. Customer Personal Data. Sensitive data may, from time to time be processed via the Services where Customer or its end users choose to include sensitive data within the communications that are transmitted using the Services or upload sensitive data to the Services. Customer is responsible for ensuring that suitable safeguards are in place prior to transmitting or processing, or prior to permitting Customer’s end users to transmit or process any sensitive data via the Services.
Data Subjects	Employees, agents, advisors, and/or freelancers of Customer (who are natural persons), and/or individuals about whom data is provided to Userback via the Services by (or at the direction of) Customer End users authorized by Customer to use the Services
Subprocessors	Customer hereby consents to subprocessing by the entities set out at:https://userback.io/dpa-subprocessors

Appendix 2

Technical and Organizational Security Measures

This Appendix 2 is incorporated into the Addendum, and also forms part of the Standard Contractual Clauses (if such Standard Contractual Clauses are applicable to Customer).

As from the Addendum Effective Date, Userback will implement and maintain the technical and organizational Security Measures set out at https://userback.io/security-overview. Userback may update or modify such Security Measures from time to time provided that such updates and modifications do not materially decrease the overall security of the Services.

The following table provides more information regarding the technical and organizational security measures set forth below:

Technical and Organizational Security Measure	Evidence of Technical and Organizational Security Measure
Measures of pseudonymisation and encryption of personal data	See Section 5.1 (Data Classification) and Section 5.5 (Data Encryption) of the Security Overview
Measures for ensuring ongoing confidentiality, integrity, availability and resilience of processing systems and services	See Section 7 (Business Continuity and Disaster Recovery) of the Security Overview
Measures for ensuring the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident	See Section 6 (Vulnerability and Incident Management) and Section 7 (Business Continuity and Disaster Recovery) of the Security Overview
Processes for regularly testing, assessing and evaluating the effectiveness of technical and organizational measures in order to ensure the security of the processing	See Section 1 (Purpose, Scope, and Organization) of the Security Overview
Measures for user identification and authorization	See Section 3 (Personnel Identity and Access Management) of the Security Overview
Measures for the protection of data during transmission	See Section 5 (Data Classification and Processing) of the Security Overview
Measures for the protection of data during storage	See Section 2 (Personnel and Office Environment), Section 4 (Technology), and Section 5 (Data Classification and Processing) of the Security Overview
Measures for ensuring physical security of locations at which personal data are processed	See Section 4.2 (Datacentre Security) of the Security Overview
Measures for ensuring system configuration, including default configuration	See Section 4 (Technology) and Section 6 (Vulnerability and Incident Management) of the Security Overview
Measures for internal IT and IT security governance and management	See Section 1 (Purpose, Scope, and Organization) and Section 2 (Personnel and Office Environment) of the Security Overview
Measures for certification/assurance of processes and products	See Section 4.3 (Third Party Services), Section 4.2 (Datacenter Security) and Section 5 (Data Classification and Processing) of the Security Overview
Measures for ensuring data minimisation	More information about how Userback processes personal data is set forth in the Privacy Policy available at https://userback.io/privacy/.
Measures for ensuring data quality	More information about how Userback processes personal data is set forth in the Privacy Policy available at https://userback.io/privacy/.
Measures for ensuring accountability	More information about how Userback processes personal data is set forth in the Privacy Policy available at https://userback.io/privacy/.
Measures for allowing data portability and ensuring erasure	For data portability, see Section 5.3 (Customer Access) of the Security Overview
Technical and organizational measures to be taken by the (sub-) processor to provide assistance to the controller and, for transfers from a processor to a (sub-) processor, to the Customer.	When Userback engages a Subprocessor under Section 9 (Subprocessors) of this Addendum, Userback and the Subprocessor enter into an agreement with data protection obligations substantially similar to those contained in this Addendum. Each Subprocessor agreement must ensure that Userback is able to meet its obligations to Customer. In addition to implementing technical and organizational measures to protect personal data, Subprocessors must (a) notify Userback in the event of a Security Incident so Userback may notify Customer; (b) delete personal data when instructed by Userback in accordance with Customer’s instructions to Userback; (c) not engage additional Subprocessors without Userback’s authorization; (d) not change the location where personal data is processed; or (e) process personal data in a manner which conflicts with Customer’s instructions to Userback.

Appendix 3

Cross Border Data Transfer Solutions

1. Definitions

For the purposes of the Clauses:

1.1. “Standard Contractual Clauses” means, depending on the circumstances unique to Customer, any of the following:

1.1.1. UK Standard Contractual Clauses, or;

1.1.2. 2021 Standard Contractual Clauses

1.2. “UK Standard Contractual Clauses” means: Standard Contractual Clauses for data controller to data processor transfers approved by the European Commission in decision 2010/87/EU (“UK Controller to Processor SCCs”).

1.3. “2021 Standard Contractual Clauses” means the Standard Contractual Clauses approved by the European Commission in decision 2021/914.

2. Cross Border Data Transfer Solutions

2.1. Order of Precedence. In the event the Services are covered by more than one Transfer Solution, the transfer of personal data will be subject to a single Transfer Solution in accordance with the following order of precedence: (a) the applicable Standard Contractual Clauses as set forth in Section 2.2 (UK Standard Contractual Clauses) or Section 2.3 (The 2021 Standard Contractual Clauses) of this Appendix 3; and, if neither (a) nor (b) is applicable, then (c) other data Transfer Solutions permitted under applicable Global Data Protection Legislation.

2.2. UK Standard Contractual Clauses. The parties agree that the UK Standard Contractual Clauses will apply to personal data that is transferred via the Services from the United Kingdom, either directly or via onward transfer, to any country or recipient outside of the United Kingdom that is not recognized by the competent United Kingdom regulatory authority or governmental body for the United Kingdom as providing an adequate level of protection for personal data. For data transfers from the United Kingdom that are subject to the UK Standard Contractual Clauses, the UK Standard Contractual Clauses will be deemed entered into (and incorporated into this Addendum by this reference) and completed as follows:

2.2.1. The UK Controller to Processor SCCs will apply where Userback is processing Customer Personal Data. The illustrative indemnification clause will not apply. Appendix 1 (Subject Matter and Details of the Data Processing) of this Addendum serves as Appendix I of the UK Controller to Processor SCCs. Appendix 2 (Technical and Organizational Security Measures) of this Addendum serves as Appendix II of the UK Controller to Processor SCCs.

2.3 2021 Standard Contractual Clauses. The parties agree that the 2021 Standard Contractual Clauses will apply to personal data that is transferred via the Services from the European Economic Area or Switzerland, either directly or via onward transfer, to any country or recipient outside the European Economic Area or Switzerland that is not recognized by the European Commission (or, in the case of transfers from Switzerland, the competent authority for Switzerland) as providing an adequate level of protection for personal data. For data transfers from the European Economic Area that are subject to the 2021 Standard Contractual Clauses, the 2021 Standard Contractual Clauses will be deemed entered into (and incorporated into this Addendum by this reference) and completed as follows:

2.3.1. Module Two (Controller to Processor) of the 2021 Standard Contractual Clauses will apply where Customer is a controller of Customer Personal Data and Userback is processing Customer Personal Data.

2.3.2. Module Three (Processor to Processor) of the 2021 Standard Contractual Clauses will apply where Customer is a processor of Customer Personal Data and Userback is processing Customer Personal Data.

2.3.3. For each Module, where applicable:

(a) in Clause 7 of the 2021 Standard Contractual Clauses, the optional docking clause will not apply;

(b) in Clause 9 of the 2021 Standard Contractual Clauses, Option 2 “General Written Authorisation” will apply and the time period for prior notice of Subprocessor changes will be as set forth in Section 9 (Subprocessors) of this Addendum;

(c) in Clause 11 of the 2021 Standard Contractual Clauses, the optional language will not apply;

(d) in Clause 17 (Option 1), the 2021 Standard Contractual Clauses will be governed by Irish law;

(e) in Clause 18(b) of the 2021 Standard Contractual Clauses, disputes will be resolved before the courts of Ireland;

(f) in Annex I, Part A (List of Parties) of the 2021 Standard Contractual Clauses:

(i) Data Exporter: Customer.

(ii) Contact details: The email address(es) designated by Customer in Customer’s account via its notification preferences.

(iii) Data Exporter Role: The Data Exporter’s role is set forth in Section 3.1 (Roles and Regulatory Compliance; Authorization) of this Addendum. The parties acknowledge and agree that with regard to the processing of Customer Personal Data, Customer may act either as a controller or processor and Userback is a processor. Userback will process Customer Personal Data in accordance with Customer’s Instructions as set forth in Section 3.2.1.

(iv) Signature and Date: By entering into the Agreement, Data Exporter is deemed to have signed these Standard Contractual Clauses incorporated herein, including their Annexes, as of the effective date of the Agreement.

(v) Data Importer: Userback Pty Ltd.

(vi) Address: 9 Aspire Street, Rochedale, Queensland 4123, Australia

(vii) Contact details: Userback Data Security Team – [email protected]

(viii) Data Importer Role: The Data Importer’s role is set forth in Section 3.1 (Roles and Regulatory Compliance; Authorization) of this Addendum. The parties acknowledge and agree that with regard to the processing of Customer Personal Data,Customer may act either as a controller or processor and Userback is a processor. Userback will process Customer Personal Data in accordance with Customer’s Instructions as set forth in Section 3.2.1.

(ix) Signature and Date: By entering into the Agreement, Data Importer is deemed to have signed these Standard Contractual Clauses, incorporated herein, including their Annexes, as of the Effective Date of the Agreement.

(g) in Annex I, Part B (Description of Transfer) of the 2021 Standard Contractual Clauses:

(i) The categories of data subjects are described in the “Data Subjects” Section of Appendix 1 (Subject Matter and Details of the Data Processing) of this Addendum.

(ii) The categories of personal data transferred is described in the “Categories of Personal Data” Section of Appendix 1 (Subject Matter and Details of the Data Processing) of this Addendum.

(iii) The Sensitive Data transferred is described in the “Sensitive Data” Section of Appendix 1 (Subject Matter and Details of the Data Processing) of this Addendum.

(iv) The frequency of the transfer is on a continuous basis for the duration of the Agreement.

(v) The nature of the processing is described in the “Nature and Purpose of the Processing” Section of Appendix 1 (Subject Matter and Details of the Data Processing) of this Addendum.

(vi) The purpose of the processing is described in the “Nature and Purpose of the Processing” Section of Appendix 1 (Subject Matter and Details of the Data Processing) of this Addendum.

(vii) The period for which personal data will be retained and the criteria used to determine that period is as follows: Prior to the termination of the Agreement, Userback will process stored Customer Personal Data for the permitted purposes set forth in Section 3.1.1. (Customer’s Instructions) until Customer elects to delete such Customer Personal Data via the Services. Prior to the termination of the Agreement, Customer agrees that it is solely responsible for deleting Customer Personal Data via the Services. Upon termination of the Agreement, Userback will (i) provide Customer thirty (30) days after the effective date of termination to obtain a copy of any stored Customer Personal Data via the Services, and (ii) delete any stored Customer Personal Data within thirty (30) days upon customer request, unless alternate timeframes for retention and/or deletion are otherwise set forth in the Agreement. Any Customer Personal Data archived on Userback’s back-up systems will be securely isolated and protected from any further processing, except as otherwise required by applicable law or regulation.

(viii) For transfers to Subprocessors, the subject matter, nature, and duration of the processing is set forth at https://userback.io/dpa-subprocessors.

(h) In Annex I, Part C of the 2021 Standard Contractual Clauses: The Irish Data Protection Commission will be the competent supervisory authority.

(i) Appendix 2 (Technical and Organizational Security Measures) of this Addendum serves as Annex II of the Standard Contractual Clauses.

2.4 Conflict. To the extent there is any direct conflict between the Standard Contractual Clauses and any other terms in this Addendum, the Agreement, or the Privacy Policy, the provisions of the Standard Contractual Clauses will prevail.