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Controller DPA

CONTROLLER-TO-CONTROLLER DATA PROCESSING ADDENDUM

This Controller-to-Controller Data Processing Addendum (“DPA”) amends and is incorporated into the Terms (together with any amendments and referencing Order Forms, attachments, schedules, or exhibits, the “Agreement”) between Sprouts Inc or one of its Affiliates (“Sprouts”) and Licensee identified in the Agreement (“Buyer”).  All capitalized terms not defined in this DPA or the exhibits attached hereto shall have the meaning set forth in the Agreement. Each of Buyer and Sprouts may be referred to herein as a “party” and together as the “parties.”

This DPA shall apply only if the Data Protection Laws are applicable. The parties have agreed to enter into this DPA in order to ensure that adequate safeguards are put in place with respect to the protection of such Personal Data as required by the Data Protection Laws. In the event of any conflict between the terms of this DPA, the Agreement and Exhibit C based on the EU model clauses, the terms of Exhibit C shall prevail.

  1. TERMS & DEFINITIONS
    1. “Commission“, “Controller“, “Data Subject“, “Member State“, “Personal Data“, “Personal Data Breach“, “Processor”, “Processing” and “Supervisory Authority” shall have the meanings given in Data Protection Laws.
    2. “CCPA” means the California Consumer Privacy Act, Cal. Civ. Code § 1798.100 et seq., and its implementing regulations.
    3. “Data” means Personal Data that Sprouts provides to the Buyer in the course of providing the Services pursuant to the Agreement. 
    4. “Data Protection Laws” means all laws and regulations, including GDPR, CCPA, the laws and regulations of the European Union, the European Economic Area and their member states, Switzerland, the United Kingdom, India and the United States, applicable to the Processing of Personal Data under the Agreement.
    5. “GDPR” means EU General Data Protection Regulation 2016/679.
    6. “Restricted Transfer” means where the EU GDPR applies, a transfer of personal data from the EEA to a country outside of the EEA which is not subject to an adequacy determination by the European Commission.
    7. “Technical and organizational security measures” means those measures aimed at protecting personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing.
  1. PROCESSING OF PERSONAL DATA
    1. Controller. The parties acknowledge that with regards to any Data that is transferred between the parties that Sprouts is an independent Controller and Buyer is an independent Controller, not a joint Controller with Sprouts. Each party shall comply with its obligations under applicable Data Protection Laws, and this DPA, when processing Personal Data.
    2. Details of the Processing. The duration of the Processing, the nature and purpose of the Processing, the types of Personal Data and categories of Data Subjects Processed under this DPA are further specified in Exhibit A (Details of the Processing) to this DPA.
  1. RIGHTS OF DATA SUBJECTS
    1. Buyer shall, to the extent legally permitted, promptly notify Sprouts if it receives a request from a Data Subject to access, correct or delete that person’s Personal Data or if a Data Subject objects to the Processing thereof (“Data Subject Request”). To the extent Sprouts, in its provision of the Services, does not have the ability to address a Data Subject Request, Buyer shall upon Sprout’s request provide commercially reasonable assistance to facilitate such Data Subject Request to the extent Buyer is legally required to do so and provided that such Data Subject Request is exercised in accordance with Data Protection Laws. 
  1. SECURITY REPORTS & AUDITS
    1. Controls for the Protection of Data. Buyer shall maintain appropriate technical and organizational measures for protection of the security (including protection against unauthorized or unlawful Processing and against accidental or unlawful destruction, loss or alteration or damage, unauthorized disclosure of, or access to, Data), confidentiality and integrity of Data, as set forth in Exhibit B. Buyer regularly monitors compliance with these measures. Buyer will not materially decrease the overall security of the Services during a subscription term.
    2. Security Incident Notification. Buyer shall, to the extent permitted by law, promptly notify Sprouts of any Security Incident, but not later than 72 hours after Buyer becomes aware of the incident. To the extent such a Security Incident is caused by a violation of the requirements of this DPA by Buyer, Buyer shall make reasonable efforts to identify and remediate the cause of such Security Incident. Buyer shall provide reasonable assistance to Sprouts in the event that Buyer is required under Data Protection Laws to notify a supervisory authority or any Data Subjects of the Security Incident.
    3. Audits and Inspections. Buyer shall make available to Sprouts all information necessary to demonstrate compliance with Data Protection Laws and allow for and contribute to audits and inspections conducted by Sprouts or another auditor mandated by Sprouts. Sprouts should also assist the Buyer in responding to the supervisory authority. 
  1. CCPA
    1. Service Provider. The parties agree that, if the CCPA applies and Buyer is a Business, then Sprouts is a Service Provider.
    2. Personal Information Collected for Only a Business Purpose. Buyer agrees to limit the collection, or use of Personal Information received from Sprouts except as necessary to perform a Business Purpose.
    3. Service Provider Assistance. Buyer will notify Sprouts if Buyer receives a Verifiable Consumer Request with respect to Personal Information Processed pursuant to the Agreement. Buyer agrees to assist and cooperate with Sprouts in responding to any Verifiable Consumer Request. 
    4. Deletion. upon written request by a data subject or of Sprouts on behalf of a data subject and subject to applicable Data Protection Laws, Buyer will securely delete or destroy any Personal Information pertaining to an applicable individual identified by Sprouts where such Personal Information is within the possession or control of Buyer. Upon written request, Buyer will confirm to Sprouts in writing that the Buyer has complied with its obligations under this section. 
    5. Deidentified or anonymized information. If Buyer is permitted to use data classified as either Deidentified or anonymized information, Buyer represents and warrants that it will make no attempt to re-identify information that has been Deidentified and that the Buyer is permitted to use under the Agreement. Buyer will implement:
      1. Technical safeguards that prohibit re-identification of any individual to whom the information may pertain;
      2. Business processes that specifically prohibit re-identification of the information; and
      3. Business processes to prevent inadvertent release of Deidentified information.
    6. Certification. Buyer certifies that it understands the restrictions in this section and will comply with them. 
  1. INTERNATIONAL DATA TRANSFER MECHANISM
    1. For Restricted Transfer, namely where either Party transfers any Personal Data originating from the EEA to a country that has not been designated by the European Commission as providing an adequate level of protection for Personal Data within the meaning of the GDPR, the Personal Data shall be deemed to have adequate protection as per the execution of the Standard Contractual Clauses in Exhibit C. 
    2. Any transfer of UK data subjects’ personal data to countries that do not benefit from an adequacy decision pursuant to Article 46 of the UK GDPR shall be prohibited unless agreed to by the Parties in writing. Before any such transfer may be permitted, the parties must execute an agreement including the Standard Data Protection Clauses issued under Section 119(1) of the UK Data Protection Act, 2018. 
  1. RESOLUTION OF DISPUTES WITH DATA SUBJECTS OR THE SUPERVISORY AUTHORITY
    1. In the event of a dispute or claim brought by a Data Subject or a Supervisory Authority concerning the processing of Personal Data against either or both parties, the Parties will inform each other about any such disputes or claims.
    2. The parties agree to respond to any generally available non-binding mediation procedure initiated by a Data Subject or by the Supervisory Authority. If they do participate in the proceedings, to the extent permitted by applicable Data Protection Laws, the parties may elect to do so remotely (such as by telephone or other electronic means). The Parties also agree to consider participating in any other arbitration, mediation or other dispute resolution proceedings developed for data protection disputes.
  1. SEVERANCE AND NON-WAIVER
    1. If any provision or part-provision of the DPA is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this DPA.
    2. A party’s failure to act with respect to a breach or default by the other party does not waive the non-defaulting party’s right to act with respect to subsequent or similar breaches or defaults.
  1. CHANGES TO THE APPLICABLE LAW
    1. In case the applicable Data Protection Law and ancillary laws change in a way that the DPA is no longer adequate for the purpose of governing lawful data sharing exercises, the parties hereto shall mutually amend the DPA. 
  1. RIGHTS AND REMEDIES
    1. The rights and remedies provided under the DPA are in addition to, and not exclusive of, any rights or remedies provided by law.

Exhibit A

Details of personal data and processing activities

Nature and purpose of processing: The nature of the processing includes but is not limited to collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction of data, whether or not by automated means. 

Duration of processing: For the duration of the Agreement, unless otherwise agreed upon in writing.

Categories of Data Subjects: Individuals located globally and associated or potentially associated with business organizations. 

Type of Personal Data: Business contact information including, but not limited to, first and/or last name, business address, business email address, business phone number, employer, business role, professional title, and other similar information. 

Exhibit B

Data importer has implemented and shall maintain a security program in accordance with industry standards.

Buyer has implemented and will maintain appropriate technical and organizational measures to protect the Data (i) from accidental or unlawful destruction, and (ii) loss, alteration, unauthorized disclosure of, or access to such data (a “Security Incident”).

Exhibit C – Standard Contractual Clauses 

Controller to Controller 

SECTION I

Clause 1

Purpose and scope

  1. 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.
  2. The Parties:
    1. 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
    2. 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’).
  3. These Clauses apply with respect to the transfer of personal data as specified in Annex I.B.
  4. The Appendix to these Clauses containing the Annexes referred to therein forms an integral part of these Clauses.

Clause 2

Effect and invariability of the Clauses

  1. 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. 
  2. These Clauses are without prejudice to obligations to which the data exporter is subject by virtue of Regulation (EU) 2016/679. 

Clause 3

Third-party beneficiaries

  1. Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, with the following exceptions:
    1. Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;
    2. Clause 8.5 (e) and Clause 8.9(b);
    3. Clause 12(a) and (d);
    4. Clause 13;
    5. Clause 15.1(c), (d) and (e);
    6. Clause 16(e);
    7. Clause 18 – Modules One, Two and Three: Clause 18(a) and (b).
  2. Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.

Clause 4

Interpretation

  1. Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that Regulation. 
  2. These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679. 
  3. These Clauses shall not be interpreted in a way that conflicts with rights and obligations provided for in Regulation (EU) 2016/679. 

Clause 5

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. 

Clause 6

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. 

Clause 7 – Optional

Omitted

SECTION II – OBLIGATIONS OF THE PARTIES

Clause 8

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. 

8.1 Purpose limitation 

  1. The data importer shall process the personal data only for the specific purpose(s) of the transfer, as set out in Annex I.B. It may only process the personal data for another purpose: 
    1. where it has obtained the data subject’s prior consent; 
    2. where necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings; or 
    3. where necessary in order to protect the vital interests of the data subject or of another natural person. 

8.2 Transparency

  1. In order to enable data subjects to effectively exercise their rights pursuant to Clause 10, the data importer shall inform them, either directly or through the data exporter: 
    1. of its identity and contact details; 
    2. of the categories of personal data processed; 
    3. of the right to obtain a copy of these Clauses; 
    4. where it intends to onward transfer the personal data to any third party/ies, of the recipient or categories of recipients (as appropriate with a view to providing meaningful information), the purpose of such onward transfer and the ground therefore pursuant to Clause 8.7. 
  1. Paragraph (a) shall not apply where the data subject already has the information, including when such information has already been provided by the data exporter, or providing the information proves impossible or would involve a disproportionate effort for the data importer. In the latter case, the data importer shall, to the extent possible, make the information publicly available. 
  2. On request, the Parties shall make a copy of these Clauses, including the Appendix as completed by them, available to the data subject free of charge. To the extent necessary to protect business secrets or other confidential information, including personal data, the Parties may redact part of the text of the Appendix prior to sharing a copy, but shall provide a meaningful summary where the data subject would otherwise not be able to understand 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. 
  3. Paragraphs (a) to (c) are without prejudice to the obligations of the data exporter under Articles 13 and 14 of Regulation (EU) 2016/679. 

8.3 Accuracy and data minimisation 

  1. Each Party shall ensure that the personal data is accurate and, where necessary, kept up to date. The data importer shall take every reasonable step to ensure that personal data that is inaccurate, having regard to the purpose(s) of processing, is erased or rectified without delay. 
  2. If one of the Parties becomes aware that the personal data it has transferred or received is inaccurate, or has become outdated, it shall inform the other Party without undue delay. 
  3. The data importer shall ensure that the personal data is adequate, relevant and limited to what is necessary in relation to the purpose(s) of processing. 

8.4 Storage limitation 

The data importer shall retain the personal data for no longer than necessary for the purpose(s) for which it is processed. It shall put in place appropriate technical or organisational measures to ensure compliance with this obligation, including erasure or anonymisation of the data and all back-ups at the end of the retention period. 

8.5 Security of processing 

  1. The data importer and, during transmission, also the data exporter shall implement appropriate technical and organisational measures to ensure the security of the personal data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access (hereinafter ‘personal data breach’). In assessing the appropriate level of security, they 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 subject. 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. 
  2. The Parties have agreed on the technical and organisational measures set out in Annex II. The data importer shall carry out regular checks to ensure that these measures continue to provide an appropriate level of security. 
  3. The data importer shall ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality. 
  4. 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 personal data breach, including measures to mitigate its possible adverse effects. 
  5. In case of a personal data breach that is likely to result in a risk to the rights and freedoms of natural persons, the data importer shall without undue delay notify both the data exporter and the competent supervisory authority pursuant to Clause 13. Such notification shall contain i) a description of the nature of the breach (including, where possible, categories and approximate number of data subjects and personal data records concerned), ii) its likely consequences, iii) the measures taken or proposed to address the breach, and iv) the details of a contact point from whom more information can be obtained. To the extent it is not possible for the data importer to provide all the information at the same time, it may do so in phases without undue further delay. 
  6. In case of a personal data breach that is likely to result in a high risk to the rights and freedoms of natural persons, the data importer shall also notify without undue delay the data subjects concerned of the personal data breach and its nature, if necessary in cooperation with the data exporter, together with the information referred to in paragraph (e), points ii) to iv), unless the data importer has implemented measures to significantly reduce the risk to the rights or freedoms of natural persons, or notification would involve disproportionate efforts. In the latter case, the data importer shall instead issue a public communication or take a similar measure to inform the public of the personal data breach. 
  7. The data importer shall document all relevant facts relating to the personal data breach, including its effects and any remedial action taken, and keep a record thereof. 

8.6 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 or offences (hereinafter ‘sensitive data’), the data importer shall apply specific restrictions and/or additional safeguards adapted to the specific nature of the data and the risks involved. This may include restricting the personnel permitted to access the personal data, additional security measures (such as pseudonymisation) and/or additional restrictions with respect to further disclosure. .

8.7 Onward transfers 

  1. The data importer shall not disclose the personal data 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’) unless the third party is or agrees to be bound by these Clauses, under the appropriate Module. Otherwise, an onward transfer by the data importer may only take place if:
    1. it is to a country benefitting from an adequacy decision pursuant to Article 45 of Regulation (EU) 2016/679 that covers the onward transfer; 
    2. the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 of Regulation (EU) 2016/679 with respect to the processing in question; 
    3. the third party enters into a binding instrument with the data importer ensuring the same level of data protection as under these Clauses, and the data importer provides a copy of these safeguards to the data exporter; 
    4. it is necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings; 
    5. it is necessary in order to protect the vital interests of the data subject or of another natural person; or 
    6. where none of the other conditions apply, the data importer has obtained the explicit consent of the data subject for an onward transfer in a specific situation, after having informed him/her of its purpose(s), the identity of the recipient and the possible risks of such transfer to him/her due to the lack of appropriate data protection safeguards. In this case, the data importer shall inform the data exporter and, at the request of the latter, shall transmit to it a copy of the information provided to the data subject. 
  2. Any onward transfer is subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose limitation. 

8.8 Processing under the authority of the data importer 

The data importer shall ensure that any person acting under its authority, including a processor, processes the data only on its instructions. 

8.9 Documentation and compliance 

  1. Each Party shall be able to demonstrate compliance with its obligations under these Clauses. In particular, the data importer shall keep appropriate documentation of the processing activities carried out under its responsibility. 
  2. The data importer shall make such documentation available to the competent supervisory authority on request. 

Clause 9

Use of sub-processors

N/A

Clause 10

Data subject rights

  1. The data importer, where relevant with the assistance of the data exporter, shall deal with any enquiries and requests it receives from a data subject relating to the processing of his/her personal data and the exercise of his/her rights under these Clauses without undue delay and at the latest within one month of the receipt of the enquiry or request. The data importer shall take appropriate measures to facilitate such enquiries, requests and the exercise of data subject rights. Any information provided to the data subject shall be in an intelligible and easily accessible form, using clear and plain language. 
  2. In particular, upon request by the data subject the data importer shall, free of charge: 
    1. provide confirmation to the data subject as to whether personal data concerning him/her is being processed and, where this is the case, a copy of the data relating to him/her and the information in Annex I; if personal data has been or will be onward transferred, provide information on recipients or categories of recipients (as appropriate with a view to providing meaningful information) to which the personal data has been or will be onward transferred, the purpose of such onward transfers and their ground pursuant to Clause 8.7; and provide information on the right to lodge a complaint with a supervisory authority in accordance with Clause 12(c)(i); 
    2. rectify inaccurate or incomplete data concerning the data subject; 
    3. erase personal data concerning the data subject if such data is being or has been processed in violation of any of these Clauses ensuring third-party beneficiary rights, or if the data subject withdraws the consent on which the processing is based. 
  1. Where the data importer processes the personal data for direct marketing purposes, it shall cease processing for such purposes if the data subject objects to it. 
  2. The data importer shall not make a decision based solely on the automated processing of the personal data transferred (hereinafter ‘automated decision’), which would produce legal effects concerning the data subject or similarly significantly affect him/her, unless with the explicit consent of the data subject or if authorised to do so under the laws of the country of destination, provided that such laws lays down suitable measures to safeguard the data subject’s rights and legitimate interests. In this case, the data importer shall, where necessary in cooperation with the data exporter: 
    1. inform the data subject about the envisaged automated decision, the envisaged consequences and the logic involved; and 
    2. implement suitable safeguards, at least by enabling the data subject to contest the decision, express his/her point of view and obtain review by a human being. 
  1. Where requests from a data subject are excessive, in particular because of their repetitive character, the data importer may either charge a reasonable fee taking into account the administrative costs of granting the request or refuse to act on the request. 
  2. The data importer may refuse a data subject’s request if such refusal is allowed under the laws of the country of destination and is necessary and proportionate in a democratic society to protect one of the objectives listed in Article 23(1) of Regulation (EU) 2016/679. 
  3. If the data importer intends to refuse a data subject’s request, it shall inform the data subject of the reasons for the refusal and the possibility of lodging a complaint with the competent supervisory authority and/or seeking judicial redress.

Clause 11

Redress

  1. 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. 
  2. 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. 
  3. 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. 
  4. 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. 
  5. The data importer shall abide by a decision that is binding under the applicable EU or Member State law. 
  6. 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. 

Clause 12

Liability

  1. 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. 
  2. Each Party shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages that the Party 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 under Regulation (EU) 2016/679.
  3. 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.
  4. The Parties agree that if one Party is held liable under paragraph (c), 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.
  5. The data importer may not invoke the conduct of a processor or sub-processor to avoid its own liability. 

Clause 13

Supervision

  1. 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. 
  2. 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

Clause 14

Local laws and practices affecting compliance with the Clauses

  1. 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. 
  2. The Parties declare that in providing the warranty in paragraph (a), they have taken due account in particular of the following elements:
    1. 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; 
    2. 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; 
    3. 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. 
  3. 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. 
  4. The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on request. 
  5. 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). 
  6. 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. 

Clause 15

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

15.1 Notification

  1. 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:
    1. 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 
    2. 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. 
  2. 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. 
  3. 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). 
  4. 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. 
  5. 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 

  1. 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). 
  2. 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.
  3. 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

Clause 16

Non-compliance with the Clauses and termination

  1. The data importer shall promptly inform the data exporter if it is unable to comply with these Clauses, for whatever reason. 
  2. 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). 
  3. The data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses, where:
    1. 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; 
    2. the data importer is in substantial or persistent breach of these Clauses; or 
    3. 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. 

  1. 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. 
  2. 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. 

Clause 17

Governing law

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. 

Clause 18

Choice of forum and jurisdiction

  1. Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State. 
  2. The Parties agree that those shall be the courts of Ireland. 
  3. 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. 
  4. The Parties agree to submit themselves to the jurisdiction of such courts.

APPENDIX 

ANNEX I A. 

A. LIST OF PARTIES 

Data exporter(s): 
Name: Sprouts Inc.
Address: #2627 Hanover St. Palo Alto CA 94304 

Contact person’s name, position and contact details: Avinash Nagla, Co-founder, avi@sprouts.ai  

Activities relevant to the data transferred under these Clauses: The provision of the Services contemplated in the Agreement including Customer’s business-to-business sales, marketing, recruiting, and/or business development activities. 

Role (controller/processor): Controller 

Data importer(s):

Name: The entity identified as “Buyer” in the DPA 

Address: The contact details specified in the Agreement. 

Contact person’s name, position and contact details: The contact details specified in the Agreement. 

Activities relevant to the data transferred under these Clauses: Receipt of Services and business contact information related to business-to-business sales, marketing, recruiting, and/or business development activities. 

Role (controller/processor): Controller

B. DESCRIPTION OF TRANSFER 

Categories of data subjects whose personal data is transferred: Individuals located in the EEA or UK and associated or potentially associated with business organizations. 

Categories of personal data transferred: Business contact information including, but not limited to, first and/or last name, business address, business email address, business phone number, employer, business role, professional title, and other similar information. 

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: No sensitive data transferred. Safeguards outlined in Annex II. 

The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis): Typically, continuous transfers are conceivable depending on the nature of the Services requested by the Buyer. 

Nature of the processing: The nature of the processing includes but is not limited to collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction of data, whether or not by automated means. 

Purpose(s) of the data transfer and further processing: The provision of the Services contemplated in the Agreement, including Customer’s business-to-business sales, marketing, recruiting, and/or business development activities. 

The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period: For the duration of the Agreement or as otherwise agreed upon in writing or required by applicable law. 

C. COMPETENT SUPERVISORY AUTHORITY 

Identify the competent supervisory authority/ies in accordance with Clause 13: Ireland’s Data Protection Commission. 

ANNEX II 

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

Description of the technical and organisational 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. 

See Exhibit B.