Data Processing Addendum

Posted: May 13, 2021

This Data Processing Addendum (the “Addendum”) is an addendum to the Terms of Service (“Agreement”) between Dropbox, Inc., or Dropbox International Unlimited Company (as applicable, “DocSend”) and the DocSend customer that has executed or agreed to the Agreement (the “Customer”) for DocSend services (the “Services”).

This Addendum is incorporated into the Agreement and applies to the provision of the Services to the Customer if the Processing of Customer Personal Data (as defined below) is subject to the CCPA or the GDPR, only to the extent the Customer is a Business or Data Controller of Customer Personal Data and DocSend is a Service Provider or Data Processor. The Addendum is intended to satisfy the requirements of the CCPA and Article 28(3) of the GDPR. This Addendum shall be effective for the term of the Agreement.

1. Definitions

1.1. For the purposes of the Addendum:

1.1.1. “Business” shall have the meaning set forth in Section 1798.140(c) of the CCPA;

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

1.1.3. “Customer Personal Data” means the Personal Data described under Section 2 of this Addendum, in respect of which the Customer is the Business or Data Controller;

1.1.4. “Data Controller” means the natural or legal person, public authority, agency, or other body which, alone or jointly with others, determines the purposes and means of the Processing of Personal Data;

1.1.5. “Data Processor” means a natural or legal person, public authority, agency, or other body which processes Personal Data on behalf of the Data Controller;

1.1.6. “Data Protection Legislation” means the CCPA or the GDPR, as applicable, together with any national implementing laws in any Member State of the European Union or, to the extent applicable, in any other country, as amended, repealed, consolidated, or replaced from time to time;

1.1.7. “Data Subject” means the individual to whom Personal Data relates;

1.1.8. “EEA” means the European Economic Area;

1.1.9. “GDPR” means the General Data Protection 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;

1.1.10. “Personal Data” shall have the meaning assigned to the terms “personal data” and/or “personal information” under applicable Data Protection Legislation;

1.1.11. “Personal Data Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data transmitted, stored, or otherwise processed;

1.1.12. “Processing” means any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure, or destruction. The terms “process”, “processes”, and “processed” will be construed accordingly;

1.1.13. “Security Incident” means any actual unauthorized disclosure of or access to Customer Data, or compromise of DocSend systems that DocSend determines is reasonably likely to result in such disclosure or access, caused by failure of DocSend’s security measures and excluding any unauthorized disclosure or access that is caused by Customer or its End Users, including Customer or its End Users’ failure to adequately secure equipment or accounts; and

1.1.14. “Service Provider” shall have the meaning set forth in Section 1798.140(v) of the CCPA.

1.2. Capitalized terms not otherwise defined herein shall have the meaning given to them in the Agreement.

2. Details of the Processing

2.1. Types of Personal Data; Categories of Data Subjects. Customer Personal Data includes Personal Data contained in documents or other content shared, sent or otherwise transmitted by the Customer (and as appropriate Customer’s representatives, employees or other Data Subjects as elected by the Customer) on or through DocSend’s platform and Services, including names and email addresses of any recipients of such documents or other content, the extent of which is determined by the Customer in its sole discretion, and information about the interaction of recipients of documents with such documents or other content (including IP address, whether or not the document or other content has been viewed and when).

2.2. Subject-Matter and Nature of the Processing. The subject-matter of Processing of Customer Personal Data is the performance of the Services that involves the Processing of Customer Personal Data. The processing activities that will be performed by DocSend on behalf of Customer include analyzing, storing, and transmitting Data as necessary to deliver the Services pursuant to the Agreement.

2.3. Purpose of the Processing. Customer Personal Data will be processed by DocSend for purposes of providing the Services set out into the Agreement.

2.4. Duration of The Processing. Customer Personal Data will be processed for the duration of the Agreement, subject to Section 10 of this Addendum.

3. Processing of Customer Personal Data

3.1. Roles. The parties acknowledge and agree that Customer is the Business and/or Data Controller of Customer Personal Data and DocSend is the Service Provider and/or Data Processor of such Customer Personal Data.

3.2. Customer Instructions. The Agreement, this Addendum, and Customer’s use of the Services constitute Customer’s instructions to DocSend to Process Customer Personal Data. DocSend will use and Process Customer Data as Customer instructs in order to deliver the Services and to fulfill DocSend’s obligations under the Agreement and this Addendum. Notwithstanding the foregoing, Customer permits DocSend to collect and use usage data regarding Customer’s use of the Services for research and development, industry analysis, benchmarking, and analytics purposes, which data will be de-identified and/or aggregated and will not identify Customer or any users of the Services. DocSend will inform Customer of any legal requirement which prevents it from complying with Customer’s instructions, unless prohibited from doing so by applicable law or on important grounds of public interest. If DocSend cannot process Customer Personal Data in accordance with Customer’s instructions due to a legal requirement under any applicable law, DocSend will cease all Processing of the affected Customer Personal Data (other than merely storing and maintaining the security of the affected Customer Personal Data). If this provision is invoked, DocSend will not be liable to the Customer under the Agreement for failure to perform the Services with respect to Processing activities relating to the affected Customer Personal Data.

3.3. Compliance with Laws. Each of the Customer and DocSend will comply with their respective obligations under the Data Protection Legislation. Customer represents and warrants that its instructions relating to the Processing of Customer Personal Data will comply with the applicable law and that Customer has provided any necessary notices to Data Subjects and has obtained or will obtain all lawful bases (including consents) and rights necessary for DocSend to process Customer Personal Data in accordance with this Addendum.

3.4. Data Transfers. Customer agrees that DocSend and its sub-processors may transfer, store, and Process Customer Personal Data in locations other than Customer’s country. In connection with the performance of the Agreement, Customer authorizes DocSend to transfer Customer Personal Data across international borders, including from the EEA, Switzerland, and/or the United Kingdom to the United States.

3.5. Standard Contractual Clauses. If Customer Personal Data originating in the European Economic Area, Switzerland, and/or the United Kingdom or that is otherwise subject to the GDPR is transferred by Customer to DocSend in a country that has not been found to provide an adequate level of protection under Data Protection Legislation, the parties agree that the terms of the transfer shall be governed by the Standard Contractual Clauses attached hereto as Exhibit A. The parties agree that: (i) the audits described in Clause 5(f) and Clause 12(2) of the Standard Contractual Clauses shall be carried out in accordance with Section 11 of this Addendum; (ii) pursuant to Clause 5(h) and Clause 11 of the Standard Contractual Clauses, DocSend may engage new sub-processors in accordance with Section 6 of this Addendum; and (iii) the sub-processor agreements referenced in Clause 5(j) and certification of deletion referenced in Clause 12(1) of the Standard Contractual Clauses shall be provided only upon Customer’s written request. Each party’s agreement to this Addendum shall be considered a signature to the Standard Contractual Clauses to the extent that the Standard Contractual Clauses apply hereunder.

4. Confidentiality

4.1. DocSend will ensure that any person whom DocSend authorises to process Customer Personal Data on its behalf is subject to confidentiality obligations in respect of that Customer Personal Data.

5. Security Measures

5.1. DocSend will use commercially reasonable efforts to implement and maintain appropriate technical and organizational measures designed to protect against accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Customer Personal Data, including encryption, measures to help ensure the ongoing confidentiality, integrity, availability, and resilience of Processing systems and services, restore timely availability and access to Customer Personal Data in the event of a physical or technical incident, and for regularly testing, assessing, and evaluating the effectiveness of the security measures.

6. Sub-Processing

6.1. Customer hereby grants DocSend general written authorization to engage sub-processors to carry out specific processing activities on behalf of Customer. Information about sub-processors currently engaged by DocSend is available at: https://www.docsend.com/sub-processors/ (as may be updated by DocSend from time to time in accordance with this Addendum). DocSend will enter into a written agreement with each sub-processor that imposes on the sub-processor substantially similar obligations that apply to DocSend under this Addendum. DocSend will remain liable for all acts or omissions of its Sub-processors in connection with the Agreement and this Addendum, and for any subcontracted obligations.

6.2. Before DocSend engages any new sub‐processor to carry out specific processing activities on behalf of Customer, DocSend will update the list of sub-processors. Customer has a right to object to new sub‐processor on reasonable grounds within 30 days of such change. If it does so, then DocSend may provide reasonable accommodations that Customer or DocSend may take to limit or prevent the objectionable sub-processor from processing the Customer Personal Data. If DocSend fails to respond to the objection as described above within thirty days of the objection or cannot reasonably accommodate Customer’s objection, either party may terminate the Agreement by providing written notice to the other party within thirty (30) days of the date DocSend was required to respond or the date on which DocSend informs Customer it cannot reasonably accommodate the objection.

7. Data Subject Rights

7.1. If DocSend receives any request from Data Subjects in relation to Customer Personal Data, DocSend will advise Data Subjects to submit their request to the Customer without undue delay upon verifying the request pertains to Customer Personal Data. DocSend shall not respond to such requests without Customer’s prior written consent and written instructions, except to the extent required by applicable laws. Customer shall be solely responsible for responding to any Data Subjects’ requests.

7.2. Taking into account the nature of the Processing, DocSend will assist the Customer by appropriate technical and organizational measures, insofar as this is possible and to the extent permitted by the law, for the fulfilment of the Customer’s obligation to respond to Data Subjects’ requests for the exercise of Data Subjects’ rights under the Data Protection Legislation.

8. Personal Data Breaches

8.1. DocSend will notify the Customer without undue delay as soon as practicable after it becomes aware of any Security Incident that results in a Personal Data Breach affecting any Customer Personal Data, so long as applicable law allows this notice. Without limiting the foregoing, DocSend may limit the scope of, or refrain from delivering, any disclosures to the extent reasonably necessary to avoid compromising the integrity of DocSend’s security, an ongoing investigation, or any DocSend customer’s or end user’s data. At the Customer’s request, DocSend will promptly provide the Customer with all reasonable assistance required under Data Protection Legislation to enable the Customer to notify the competent data protection authorities and/or affected Data Subjects of the Personal Data Breach, provided that Customer is required to do so under Data Protection Legislation. Customer is solely responsible for complying with Personal Data Breach notification requirements applicable to Customer and fulfilling any third-party notification obligations related to any Personal Data Breach.

9. Data Protection Impact Assessment; Prior Consultation; Security

9.1. To reasonably assist Customer with its obligations under the GDPR related to security, data protection impact assessments, and prior consultation with supervisory authorities, and solely to the extent that such assistance is necessary and relates to the Processing by DocSend of the Customer Personal Data, taking into account the nature of the Processing and the information available to DocSend, DocSend will make the following available during the Term: (a) DocSend’s SOC 2 Report; (b) the information contained in this Addendum and the Standard Contractual Clauses; and (c) any information available to Customer through the Services.

10. Return or Deletion of Customer Personal Data

10.1. Upon termination or expiration of the Agreement, DocSend will promptly delete or return (at Customer’s election, such election to be made within 10 calendar days of the expiration or termination of the Agreement) all Customer Personal Data in its possession or control, except if DocSend is required by applicable law to retain some or all of the Customer Personal Data (in which event DocSend shall isolate and protect the relevant Customer Personal Data from any further processing except to the extent required by such law). If Customer elects to require the Customer Personal Data be returned, return will be effected by Customer’s retrieving the Customer Personal Data from DocSend’s systems within 15 business days as of DocSend’s making such data available for retrieval. Once this period has expired Customer instructs DocSend to destroy all Customer Personal Data. If Customer makes no such election, DocSend will retain Customer Personal Data until the Customer elects to make the choice. DocSend agrees to preserve the confidentiality of any retained Customer Personal Data.

11. Inspections; Audits

11.1. DocSend has completed (and will continue to undergo) Service Organization Control 2 (SOC 2) Type II audits for the Services, which were conducted by an independent auditor that evaluated the design and effectiveness of DocSend security policies, procedures, and controls. Upon written request, DocSend will make available for review by Customer the then-current SOC 2 audit report (“SOC 2 Report”) to demonstrate compliance by DocSend with its obligations under this Addendum. The Report will constitute DocSend’s confidential information.

11.2. If Customer reasonably determines that information regarding DocSend’s compliance with the obligations set forth in this Addendum cannot be obtained by Customer through the SOC 2 Report, DocSend will use commercially reasonable efforts to respond to written questions by Customer regarding the SOC 2 Report and DocSend’s compliance with this Addendum.

11.3. If Customer reasonably believes additional information is required and Data Protection Legislation affords Customer with an audit right, DocSend will allow Customer or an independent auditor appointed by Customer, subject to appropriate confidentiality obligations, to conduct an audit or inspection to verify DocSend’s compliance with its obligations under this Addendum relating to Customer Personal Data, provided that such audit shall be carried out with reasonable notice during regular business hours not more often than once per year. Customer will be responsible for any fees charged by any auditor appointed by Customer to execute any such audit.

11.4. Following receipt by DocSend of a request under this Section 11, the parties will agree in advance on the security and confidentiality controls applicable to any such provision of information and documentation. For Customer inspections pursuant to Section 11.3, the Parties will first mutually agree on the scope, timing, and duration of the inspection. DocSend reserves the right to: (a) charge a separate fee for its reasonable costs associated with performing any of its obligations in Section 11.2 or 11.3, provided that DocSend will provide an estimate of these fees to Customer prior to incurring the costs; (b) limit the scope and duration of an inspection to the extent reasonably necessary to avoid compromising the integrity of DocSend security or any DocSend customer’s or end user’s data; and (c) object to any Customer representative participating in an inspection on the basis that they are not qualified, are not bound by an adequate requirement to protect confidential DocSend information, or are a competitor of DocSend.

12. Liability

12.1. The provisions of this Addendum notwithstanding, the total combined liability of each party towards the other party under or in connection with this Addendum will be subject to the limitation of liability set forth in the Agreement. Customer agrees that any regulatory penalties incurred by DocSend in relation to the Customer Personal Data that arise as a result of, or in connection with, Customer’s failure to comply with its obligations under this Addendum and the Data Protection Legislation shall count towards and reduce DocSend’s liability under the Agreement as if it were liability to the Customer under the Agreement.

12.2. Customer acknowledges that DocSend is reliant on the Customer for direction as to the extent to which DocSend is entitled to process Customer Personal Data on behalf of Customer in performance of the Services. Consequently, to the fullest extent permitted by applicable law, DocSend will not be liable under the Agreement for any claim brought by a Data Subject arising from any action or omission by DocSend, to the extent that such action or omission resulted directly from the Customer’s instructions or from Customer’s failure to comply with its obligations under the applicable Data Protection Legislation.

13. General Provisions

13.1. Costs. DocSend may charge a reasonable fee for time spent in connection with any assistance or cooperation required by the Customer under this Addendum if such assistance or cooperation involves the commitment of significant resources over a prolonged period or significant third party costs and does not arise from any breach by DocSend of the Agreement or this Addendum.

13.2. Conflict. With regard to the subject matter of this Addendum, in the event of inconsistencies between the provisions of this Addendum or any of its Exhibits and the Agreement, the provisions of this Addendum shall prevail.

Exhibit A

Standard Contractual Clauses (Processors)

For the purposes of Article 26(2) of Directive 95/46/EC for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection.

Name of the data exporting organisation: Customer (as defined in the Addendum).

(the data exporter)

And

Name of the data importing organisation: DocSend (as defined in the Addendum).

(the data importer)
each a “party”; together “the parties”,

HAVE AGREED on the following Contractual Clauses (the Clauses) in order to adduce adequate safeguards with respect to the protection of privacy and fundamental rights and freedoms of individuals for the transfer by the data exporter to the data importer of the personal data specified in Appendix 1.

Clause 1
Definitions

For the purposes of the Clauses:
(a) ‘personal data‘, ‘special categories of data‘, ‘process/processing‘, ‘controller‘, ‘processor‘, ‘data subject‘ and ‘supervisory authority‘ shall have the same meaning as in Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data;
(b) ‘the data exporter‘ means the controller who transfers the personal data;
(c) ‘the data importer‘ means the processor who agrees to receive from the data exporter personal data intended for processing on his behalf after the transfer in accordance with his instructions and the terms of the Clauses and who is not subject to a third country’s system ensuring adequate protection within the meaning of Article 25(1) of Directive 95/46/EC;
(d) ‘the subprocessor‘ means any processor engaged by the data importer or by any other subprocessor of the data importer who agrees to receive from the data importer or from any other subprocessor of the data importer personal data exclusively intended for processing activities to be carried out on behalf of the data exporter after the transfer in accordance with his instructions, the terms of the Clauses and the terms of the written subcontract;
(e) ‘the applicable data protection law‘ means the legislation protecting the fundamental rights and freedoms of individuals and, in particular, their right to privacy with respect to the processing of personal data applicable to a data controller in the Member State in which the data exporter is established;
(f) ‘technical and organisational security measures‘ means those measures aimed at protecting personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing.

Clause 2
Details of the transfer

The details of the transfer and in particular the special categories of personal data where applicable are specified in Appendix 1 which forms an integral part of the Clauses.

Clause 3
Third-party beneficiary clause

1. The data subject can enforce against the data exporter this Clause, Clause 4(b) to (i), Clause 5(a) to (e), and (g) to (j), Clause 6(1) and (2), Clause 7, Clause 8(2), and Clauses 9 to 12 as third-party beneficiary.
2. The data subject can enforce against the data importer this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where the data exporter has factually disappeared or has ceased to exist in law unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law, as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity.
3. The data subject can enforce against the subprocessor this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity. Such third-party liability of the subprocessor shall be limited to its own processing operations under the Clauses.
4. The parties do not object to a data subject being represented by an association or other body if the data subject so expressly wishes and if permitted by national law.

Clause 4
Obligations of the data exporter

The data exporter agrees and warrants:
(a) that the processing, including the transfer itself, of the personal data has been and will continue to be carried out in accordance with the relevant provisions of the applicable data protection law (and, where applicable, has been notified to the relevant authorities of the Member State where the data exporter is established) and does not violate the relevant provisions of that State;
(b) that it has instructed and throughout the duration of the personal data processing services will instruct the data importer to process the personal data transferred only on the data exporter’s behalf and in accordance with the applicable data protection law and the Clauses;
(c) that the data importer will provide sufficient guarantees in respect of the technical and organisational security measures specified in Appendix 2 to this contract;
(d) that after assessment of the requirements of the applicable data protection law, the security measures are appropriate to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing, and that these measures ensure a level of security appropriate to the risks presented by the processing and the nature of the data to be protected having regard to the state of the art and the cost of their implementation;
(e) that it will ensure compliance with the security measures;
(f) that, if the transfer involves special categories of data, the data subject has been informed or will be informed before, or as soon as possible after, the transfer that its data could be transmitted to a third country not providing adequate protection within the meaning of Directive 95/46/EC;
(g) to forward any notification received from the data importer or any subprocessor pursuant to Clause 5(b) and Clause 8(3) to the data protection supervisory authority if the data exporter decides to continue the transfer or to lift the suspension;
(h) to make available to the data subjects upon request a copy of the Clauses, with the exception of Appendix 2, and a summary description of the security measures, as well as a copy of any contract for subprocessing services which has to be made in accordance with the Clauses, unless the Clauses or the contract contain commercial information, in which case it may remove such commercial information;
(i) that, in the event of subprocessing, the processing activity is carried out in accordance with Clause 11 by a subprocessor providing at least the same level of protection for the personal data and the rights of data subject as the data importer under the Clauses; and
(j) that it will ensure compliance with Clause 4(a) to (i).

Clause 5
Obligations of the data importer

The data importer agrees and warrants:
(a) to process the personal data only on behalf of the data exporter and in compliance with its instructions and the Clauses; if it cannot provide such compliance for whatever reasons, it agrees to inform promptly the data exporter of its inability to comply, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;
(b) that it has no reason to believe that the legislation applicable to it prevents it from fulfilling the instructions received from the data exporter and its obligations under the contract and that in the event of a change in this legislation which is likely to have a substantial adverse effect on the warranties and obligations provided by the Clauses, it will promptly notify the change to the data exporter as soon as it is aware, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;
(c) that it has implemented the technical and organisational security measures specified in Appendix 2 before processing the personal data transferred;
(d) that it will promptly notify the data exporter about:

(i) any legally binding request for disclosure of the personal data by a law enforcement authority unless otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation,
(ii) any accidental or unauthorised access, and
(iii) any request received directly from the data subjects without responding to that request, unless it has been otherwise authorised to do so;

(e) to deal promptly and properly with all inquiries from the data exporter relating to its processing of the personal data subject to the transfer and to abide by the advice of the supervisory authority with regard to the processing of the data transferred;
(f) at the request of the data exporter to submit its data processing facilities for audit of the processing activities covered by the Clauses which shall be carried out by the data exporter or an inspection body composed of independent members and in possession of the required professional qualifications bound by a duty of confidentiality, selected by the data exporter, where applicable, in agreement with the supervisory authority;
(g) to make available to the data subject upon request a copy of the Clauses, or any existing contract for subprocessing, unless the Clauses or contract contain commercial information, in which case it may remove such commercial information, with the exception of Appendix 2 which shall be replaced by a summary description of the security measures in those cases where the data subject is unable to obtain a copy from the data exporter;
(h) that, in the event of subprocessing, it has previously informed the data exporter and obtained its prior written consent;
(i) that the processing services by the subprocessor will be carried out in accordance with Clause 11;
(j) to send promptly a copy of any subprocessor agreement it concludes under the Clauses to the data exporter.

Clause 6
Liability

1. The parties agree that any data subject, who has suffered damage as a result of any breach of the obligations referred to in Clause 3 or in Clause 11 by any party or subprocessor is entitled to receive compensation from the data exporter for the damage suffered.
2. If a data subject is not able to bring a claim for compensation in accordance with paragraph 1 against the data exporter, arising out of a breach by the data importer or his subprocessor of any of their obligations referred to in Clause 3 or in Clause 11, because the data exporter has factually disappeared or ceased to exist in law or has become insolvent, the data importer agrees that the data subject may issue a claim against the data importer as if it were the data exporter, unless any successor entity has assumed the entire legal obligations of the data exporter by contract of by operation of law, in which case the data subject can enforce its rights against such entity.
The data importer may not rely on a breach by a subprocessor of its obligations in order to avoid its own liabilities.
3. If a data subject is not able to bring a claim against the data exporter or the data importer referred to in paragraphs 1 and 2, arising out of a breach by the subprocessor of any of their obligations referred to in Clause 3 or in Clause 11 because both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, the subprocessor agrees that the data subject may issue a claim against the data subprocessor with regard to its own processing operations under the Clauses as if it were the data exporter or the data importer, unless any successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law, in which case the data subject can enforce its rights against such entity. The liability of the subprocessor shall be limited to its own processing operations under the Clauses.

Clause 7
Mediation and jurisdiction

1. The data importer agrees that if the data subject invokes against its third-party beneficiary rights and/or claims compensation for damages under the Clauses, the data importer will accept the decision of the data subject:

(a) to refer the dispute to mediation, by an independent person or, where applicable, by the supervisory authority;
(b) to refer the dispute to the courts in the Member State in which the data exporter is established.

2. The parties agree that the choice made by the data subject will not prejudice its substantive or procedural rights to seek remedies in accordance with other provisions of national or international law.

Clause 8
Cooperation with supervisory authorities

1. The data exporter agrees to deposit a copy of this contract with the supervisory authority if it so requests or if such deposit is required under the applicable data protection law.
2. The parties agree that the supervisory authority has the right to conduct an audit of the data importer, and of any subprocessor, which has the same scope and is subject to the same conditions as would apply to an audit of the data exporter under the applicable data protection law.
3. The data importer shall promptly inform the data exporter about the existence of legislation applicable to it or any subprocessor preventing the conduct of an audit of the data importer, or any subprocessor, pursuant to paragraph 2. In such a case the data exporter shall be entitled to take the measures foreseen in Clause 5 (b).

Clause 9
Governing Law

The Clauses shall be governed by the law of the Member State in which the data exporter is established.

Clause 10
Variation of the contract

The parties undertake not to vary or modify the Clauses. This does not preclude the parties from adding clauses on business related issues where required as long as they do not contradict the Clause.

Clause 11
Subprocessing

1. The data importer shall not subcontract any of its processing operations performed on behalf of the data exporter under the Clauses without the prior written consent of the data exporter. Where the data importer subcontracts its obligations under the Clauses, with the consent of the data exporter, it shall do so only by way of a written agreement with the subprocessor which imposes the same obligations on the subprocessor as are imposed on the data importer under the Clauses. Where the subprocessor fails to fulfil its data protection obligations under such written agreement the data importer shall remain fully liable to the data exporter for the performance of the subprocessor’s obligations under such agreement.
2. The prior written contract between the data importer and the subprocessor shall also provide for a third-party beneficiary clause as laid down in Clause 3 for cases where the data subject is not able to bring the claim for compensation referred to in paragraph 1 of Clause 6 against the data exporter or the data importer because they have factually disappeared or have ceased to exist in law or have become insolvent and no successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law. Such third-party liability of the subprocessor shall be limited to its own processing operations under the Clauses.
3. The provisions relating to data protection aspects for subprocessing of the contract referred to in paragraph 1 shall be governed by the law of the Member State in which the data exporter is established.
4. The data exporter shall keep a list of subprocessing agreements concluded under the Clauses and notified by the data importer pursuant to Clause 5 (j), which shall be updated at least once a year. The list shall be available to the data exporter’s data protection supervisory authority.

Clause 12
Obligation after the termination of personal data processing services

1. The parties agree that on the termination of the provision of data processing services, the data importer and the subprocessor shall, at the choice of the data exporter, return all the personal data transferred and the copies thereof to the data exporter or shall destroy all the personal data and certify to the data exporter that it has done so, unless legislation imposed upon the data importer prevents it from returning or destroying all or part of the personal data transferred. In that case, the data importer warrants that it will guarantee the confidentiality of the personal data transferred and will not actively process the personal data transferred anymore.
2. The data importer and the subprocessor warrant that upon request of the data exporter and/or of the supervisory authority, it will submit its data processing facilities for an audit of the measures referred to in paragraph 1.

APPENDIX 1 TO THE STANDARD CONTRACTUAL CLAUSES

This Appendix forms part of the Clauses and must be completed and signed by the parties.
The Member States may complete or specify, according to their national procedures, any additional necessary information to be contained in this Appendix.

Data exporter
The data exporter is: Customer.

Data importer
The data importer is: DocSend.

Data subjects
The personal data transferred concern the following categories of data subjects: As set forth in Section 2.1 of the Addendum.

Categories of data
The personal data transferred concern the following categories of data: As set forth in Section 2.1 of the Addendum.

Special categories of data (if appropriate)
The personal data transferred concern the following special categories of data: As set forth in Section 2.1 of the Addendum (as applicable).

Processing operations
The personal data transferred will be subject to the following basic processing activities: Processing to carry out the Services pursuant to the Agreement.

APPENDIX 2 TO THE STANDARD CONTRACTUAL CLAUSES

This Appendix forms part of the Clauses and must be completed and signed by the parties.

Description of the technical and organizational security measures implemented by the data importer in accordance with Clauses 4(d) and 5(c):

DocSend will use commercially reasonable efforts to implement and maintain reasonable administrative, technical, and physical safeguards designed to protect Customer Personal Data in accordance with the Addendum.