CONTROLLER-TO-PROCESSOR DATA PROCESSING ADDENDUM

This Controller-to-Processor 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.  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 the Licensee provides to Sprouts for Processing pursuant to the Agreement. 
   4. “Data Protection Laws” means all laws and regulations, including GDPR, UK 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 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.
   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 organisational 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.
   8. “UK GDPR” means the United Kingdom General Data Protection Regulation.

2. PROCESSING OF PERSONAL DATA
   1. Controller-Processor relationship. The parties acknowledge and agree that with regard to the Processing of Data on behalf of Licensee, Licensee is the Controller and Sprouts is a Processor. Each party shall comply with its obligations under applicable Data Protection Laws, and this Addendum, when processing Data.
   2. Processing. When Sprouts processes Data on behalf of Licensee, it shall:
      • process the Data only in accordance with documented instructions from Licensee, agreed between the parties. If Sprouts is required to process the Data for any other purpose under applicable Data Protection Laws, Sprouts will inform Licensee of this requirement first, unless such law(s) prohibit this on important grounds of public interest unless prohibited by such applicable Data Protection Laws; and 
      • notify Licensee immediately if, in Sprouts’ reasonable opinion, an instruction for the processing of Data given by Licensee infringes applicable Data Protection Laws, it being acknowledged that Sprouts shall not be obliged to undertake additional work or screening to determine if Licensee’s instructions are compliant.
   3. Details of the Processing. The duration of the Processing, the nature and purpose of the Processing, the types of Data and categories of Data Subjects Processed under this DPA are further specified in Exhibit A (Details of the Processing) to this DPA.
   4. Confidentiality. Sprouts shall ensure that personnel required to access the Data are subject to a binding duty of confidentiality in respect of such Data. 
   5. Licensee assistance. Sprouts shall assist Licensee, always taking into account the nature of the processing:
      • by appropriate technical and organizational measures, in fulfilling Licensee’s obligations to respond to requests from data subjects exercising their rights;
      • in ensuring compliance with the obligations pursuant to Articles 32 to 36 of the GDPR, taking into account the information available to Sprouts; and
      • by making available to Licensee all the information which Licensee reasonably requests, to allow Licensee to demonstrate that the obligations set out in Article 28 of the GDPR relating to the appointment of processors have been met.
   6. Controls for the Protection of Data. Sprouts 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. Sprouts regularly monitors compliance with these measures. Sprouts will not materially decrease the overall security of the Services during a subscription term.
   7. Security Incident Notification. Sprouts shall, to the extent permitted by applicable Data Protection Laws, promptly notify the Licensee of any Security Incident, but not later than 48 hours after Sprouts becomes aware of the incident. To the extent such a Security Incident is caused by a violation of the requirements of this DPA by Sprouts, Sprouts shall take necessary measures to identify and remediate the cause of such Security Incident. Sprouts shall provide assistance to the Licensee in the event that the Licensee is required under Data Protection Laws to notify a supervisory authority or any Data Subjects of the Security Incident.
   8. Audits and Inspections. Upon request but only for cause or to the extent required by Article 28 of the GDPR or other Applicable Law, Sprouts will make available to the Licensee all relevant information necessary in relation to the Data to demonstrate compliance hereunder. Such information shall be limited to Sprout’s Processing of Data in its capacity as a Data Processor only, not any other aspect of Sprout’s business or information systems. Sprouts has obtained certifications or third-party audit reports related to data security. Upon written request from the Licensee, Sprouts shall provide a copy of the latest Service Organizational Control (SOC) audit report and/or third-party audit reports or information to demonstrate Sprout’s compliance with its obligations under this DPA. The Licensee acknowledges that all information obtained in connection with this Section shall constitute Sprouts Confidential Information, and the Licensee will protect such information in accordance with confidentiality provisions of the Agreement.

9. Sub-processors. If such entities are deemed sub-processors, the Licensee hereby consents to the usage of Sprouts’ affiliates and third-party service providers as sub-processors identified in the list of sub-processors. Should Sprouts add to or replace such sub-processors, Sprouts shall provide a method for the Licensee to receive notice and an opportunity to object, provided such objection is based on reasonable grounds relating to data protection. If the Licensee does not object within 30 days, then such added or replaced sub-processors shall be considered incorporated into the above list of sub-processors as an amendment. 

10. Standard contractual clauses and international data transfers. If the European Commission lays down, or an applicable supervisory authority adopts, standard contractual clauses for the matters referred to in Article 28(3) and Article 28(4) of the General Data Protection Regulation pursuant to Article 28(7) or Article 28(8) of the GDPR (as appropriate) and Licensee notifies Sprouts that it wishes to incorporate any element of any such standard contractual clauses into this DPA, Sprouts shall agree to the changes as reasonably required by Licensee in order to achieve this. 
    
    Sprouts agrees to comply with the obligations of a data importer as set out in the Standard Contractual Clauses for the transfer of Data to data processors established in third countries adopted by the European Commission in the EC Implementing Decision (EU) 2021/914 of 4 June 2021 and at https://eur-lex.europa.eu/eli/dec_impl/2021/914/oj?uri=CELEX%3A32021D0914&locale=e (the ‘Standard Contractual Clauses’). Sprouts acknowledges that Licensee and its affiliates identified by Licensee will be a data exporter.  
    
    If personal data processed under this DPA is transferred from a country within the European Economic Area (“EEA”) to a country outside the EEA, Sprouts shall ensure that the Data are adequately protected. The Personal Data shall be deemed to have adequate protection as per the execution of the Standard Contractual Clauses in Exhibit C. 
    
    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. 
    
    In the event that the Licensee gives its consent to Sprouts transferring Data outside the European Economic Area and a relevant European Commission decision or other valid adequacy method under applicable Data Protection Law on which Licensee has relied in authorizing the data transfer is held to be invalid, or that any supervisory authority requires transfers of Data made pursuant to such decision to be suspended, then the parties agree to discuss in good faith and facilitate use of an alternative transfer mechanism.
11. Data Retention. Sprouts shall retain the Data for as long as necessary to perform the Services, and at the end of the provision of the Services, at Licensee’ choice, delete or return the Data to Licensee unless expressly required otherwise by Applicable Law. Without limitation to the generality of the foregoing, Sprouts shall, within five (5) business days of an applicable request from Licensee or expiry / termination of the Agreement, delete or destroy all copies of Data and provide Licensee a proof of such deletion. 

3. 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.

4. 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.

5. 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. 

6. 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: Sprouts will Process Personal Data as necessary to perform the Services pursuant to the Agreement, and as further instructed by Licensee in its use of the Services.

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: First Name, Last Name, Email Address and Personal Data shared with Sprouts by Licensee for Processing, the extent to which is determined and controlled by the Licensee in its sole discretion.

Exhibit B

TECHNICAL AND ORGANIZATIONAL MEASURES FOR PROTECTION OF THE SECURITY

Sprouts 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”).

Sprouts has implemented the following security measures:

• SOC2 compliance;
• GDPR compliance as a data processor.

Exhibit C – Standard Contractual Clauses 

Controller to Processor 

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) (1) for the transfer of personal data to a third country.
2. The Parties:
   • 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
   • 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:
   • Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;
   • Clause 8 – Module One: Clause 8.5 (e) and Clause 8.9(b); Module Two: Clause 8.1(b), 8.9(a), (c), (d) and (e); Module Three: Clause 8.1(a), (c) and (d) and Clause 8.9(a), (c), (d), (e), (f) and (g); Module Four: Clause 8.1 (b) and Clause 8.3(b);
   • Clause 9 – Module Two: Clause 9(a), (c), (d) and (e); Module Three: Clause 9(a), (c), (d) and (e);
   • Clause 12 – Module One: Clause 12(a) and (d); Modules Two and Three: Clause 12(a), (d) and (f);
   • Clause 13;
   • Clause 15.1(c), (d) and (e);
   • Clause 16(e);
   • Clause 18 – Modules One, Two and Three: Clause 18(a) and (b); Module Four: Clause 18. 
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

Docking clause

1. An entity that is not a Party to these Clauses may, with the agreement of the Parties, accede to these Clauses at any time, either as a data exporter or as a data importer, by completing the Appendix and signing Annex I.A.
2. Once it has completed the Appendix and signed Annex I.A, the acceding entity shall become a Party to these Clauses and have the rights and obligations of a data exporter or data importer in accordance with its designation in Annex I.A.
3. The acceding entity shall have no rights or obligations arising under these Clauses from the period prior to becoming a Party. 

SECTION II – OBLIGATIONS OF THE PARTIES

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 Instructions

1. The data importer shall process the personal data only on documented instructions from the data exporter. The data exporter may give such instructions throughout the duration of the contract.
2. The data importer shall immediately inform the data exporter if it is unable to follow those instructions.

8.2 Purpose limitation

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

8.3 Transparency

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

8.4 Accuracy

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

8.5 Duration of processing and erasure or return of data

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

8.6 Security of processing

1. The data importer and, during transmission, also the data exporter shall implement appropriate technical and organisational measures to ensure the security of the data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access to that data (hereinafter ‘personal data breach’). In assessing the appropriate level of security, the Parties shall take due account of the state of the art, the costs of implementation, the nature, scope, context and purpose(s) of processing and the risks involved in the processing for the data subjects. The Parties shall in particular consider having recourse to encryption or pseudonymisation, including during transmission, where the purpose of processing can be fulfilled in that manner. In case of pseudonymisation, the additional information for attributing the personal data to a specific data subject shall, where possible, remain under the exclusive control of the data exporter. In complying with its obligations under this paragraph, the data importer shall at least implement the technical and organisational measures specified in Annex II. The data importer shall carry out regular checks to ensure that these measures continue to provide an appropriate level of security.
2. The data importer shall grant access to the personal data to members of its personnel only to the extent strictly necessary for the implementation, management and monitoring of the contract. It shall ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
3. In the event of a personal data breach concerning personal data processed by the data importer under these Clauses, the data importer shall take appropriate measures to address the breach, including measures to mitigate its adverse effects. The data importer shall also notify the data exporter without undue delay after having become aware of the breach. Such notification shall contain the details of a contact point where more information can be obtained, a description of the nature of the breach (including, where possible, categories and approximate number of data subjects and personal data records concerned), its likely consequences and the measures taken or proposed to address the breach including, where appropriate, measures to mitigate its possible adverse effects. Where, and in so far as, it is not possible to provide all information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay.
4. The data importer shall cooperate with and assist the data exporter to enable the data exporter to comply with its obligations under Regulation (EU) 2016/679, in particular to notify the competent supervisory authority and the affected data subjects, taking into account the nature of processing and the information available to the data importer.

8.7 Sensitive data

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

8.8 Onward transfers

The data importer shall only disclose the personal data to a third party on documented instructions from the data exporter. In addition, the data may only be disclosed to a third party located outside the European Union (4) (in the same country as the data importer or in another third country, hereinafter ‘onward transfer’) if the third party is or agrees to be bound by these Clauses, under the appropriate Module, or if:

1. the onward transfer is to a country benefitting from an adequacy decision pursuant to Article 45 of Regulation (EU) 2016/679 that covers the onward transfer;
2. the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 Regulation of (EU) 2016/679 with respect to the processing in question;
3. the onward transfer is necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings; or
4. the onward transfer is necessary in order to protect the vital interests of the data subject or of another natural person.

Any onward transfer is subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose limitation.

8.9 Documentation and compliance

1. The data importer shall promptly and adequately deal with enquiries from the data exporter that relate to the processing under these Clauses.
2. The Parties shall be able to demonstrate compliance with these Clauses. In particular, the data importer shall keep appropriate documentation on the processing activities carried out on behalf of the data exporter.
3. The data importer shall make available to the data exporter all information necessary to demonstrate compliance with the obligations set out in these Clauses and at the data exporter’s request, allow for and contribute to audits of the processing activities covered by these Clauses, at reasonable intervals or if there are indications of noncompliance. In deciding on a review or audit, the data exporter may take into account relevant certifications held by the data importer.
4. The data exporter may choose to conduct the audit by itself or mandate an independent auditor. Audits may include inspections at the premises or physical facilities of the data importer and shall, where appropriate, be carried out with reasonable notice.
5. The Parties shall make the information referred to in paragraphs (b) and (c), including the results of any audits, available to the competent supervisory authority on request.

Clause 9

Use of sub-processors

1. OPTION 2: GENERAL WRITTEN AUTHORISATION The data importer has the data exporter’s general authorisation for the engagement of sub-processor(s) from an agreed list. The data importer shall specifically inform the data exporter in writing of any intended changes to that list through the addition or replacement of sub-processors at least 30 days in advance, thereby giving the data exporter sufficient time to be able to object to such changes prior to the engagement of the sub-processor(s). The data importer shall provide the data exporter with the information necessary to enable the data exporter to exercise its right to object.
2. Where the data importer engages a sub-processor to carry out specific processing activities (on behalf of the data exporter), it shall do so by way of a written contract that provides for, in substance, the same data protection obligations as those binding the data importer under these Clauses, including in terms of third-party beneficiary rights for data subjects. (8) The Parties agree that, by complying with this Clause, the data importer fulfils its obligations under Clause 8.8. The data importer shall ensure that the sub-processor complies with the obligations to which the data importer is subject pursuant to these Clauses.
3. The data importer shall provide, at the data exporter’s request, a copy of such a sub-processor agreement and any subsequent amendments to the data exporter. To the extent necessary to protect business secrets or other confidential information, including personal data, the data importer may redact the text of the agreement prior to sharing a copy.
4. The data importer shall remain fully responsible to the data exporter for the performance of the sub-processor’s obligations under its contract with the data importer. The data importer shall notify the data exporter of any failure by the sub-processor to fulfil its obligations under that contract.
5. The data importer shall agree a third-party beneficiary clause with the sub-processor whereby – in the event the data importer has factually disappeared, ceased to exist in law or has become insolvent – the data exporter shall have the right to terminate the sub-processor contract and to instruct the sub-processor to erase or return the personal data.

Clause 10

Data subject rights

1. The data importer shall promptly notify the data exporter of any request it has received from a data subject. It shall not respond to that request itself unless it has been authorised to do so by the data exporter.
2. The data importer shall assist the data exporter in fulfilling its obligations to respond to data subjects’ requests for the exercise of their rights under Regulation (EU) 2016/679. In this regard, the Parties shall set out in Annex II the appropriate technical and organisational measures, taking into account the nature of the processing, by which the assistance shall be provided, as well as the scope and the extent of the assistance required.
3. In fulfilling its obligations under paragraphs (a) and (b), the data importer shall comply with the instructions from the data exporter.

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. 
   
   [OPTION: The data importer agrees that data subjects may also lodge a complaint with an independent dispute resolution body (11) at no cost to the data subject. It shall inform the data subjects, in the manner set out in paragraph (a), of such redress mechanism and that they are not required to use it, or follow a particular sequence in seeking redress.]
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:
   • 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;
   • 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. The data importer shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data importer or its sub-processor causes the data subject by breaching the third-party beneficiary rights under these Clauses.
3. Notwithstanding paragraph (b), the data exporter shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data exporter or the data importer (or its sub-processor) causes the data subject by breaching the third-party beneficiary rights under these Clauses. This is without prejudice to the liability of the data exporter and, where the data exporter is a processor acting on behalf of a controller, to the liability of the controller under Regulation (EU) 2016/679 or Regulation (EU) 2018/1725, as applicable.
4. The Parties agree that if the data exporter is held liable under paragraph (c) for damages caused by the data importer (or its sub-processor), it shall be entitled to claim back from the data importer that part of the compensation corresponding to the data importer’s responsibility for the damage.
5. 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.
6. The Parties agree that if one Party is held liable under paragraph (e), it shall be entitled to claim back from the other Party/ies that part of the compensation corresponding to its/their responsibility for the damage.
7. The data importer may not invoke the conduct of a sub-processor to avoid its own liability.

Clause 13

Supervision

1. [Where the data exporter is established in an EU Member State:] The supervisory authority with responsibility for ensuring compliance by the data exporter with Regulation (EU) 2016/679 as regards the data transfer, as indicated in Annex I.C, shall act as competent supervisory authority. 
   
   [Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) and has appointed a representative pursuant to Article 27(1) of Regulation (EU) 2016/679:] The supervisory authority of the Member State in which the representative within the meaning of Article 27(1) of Regulation (EU) 2016/679 is established, as indicated in Annex I.C, shall act as competent supervisory authority.
   
   [Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) without however having to appoint a representative  pursuant to Article 27(2) of Regulation (EU) 2016/679:] The supervisory authority of one of the Member States in which the data subjects whose personal data is transferred under these Clauses in relation to the offering of goods or services to them, or whose behaviour is monitored, are located, as indicated in Annex I.C, shall act as competent supervisory authority.
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:
   • 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;
   • 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 (12);
   •  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). [For Module Three: The data exporter shall forward the notification to the controller.]
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 [for Module Three:, if appropriate in consultation with the controller]. 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 [for Module Three: the controller or] 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.). [For Module Three: The data exporter shall forward the information to the controller.]
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. [For Module Three: The data exporter shall make the assessment available to the controller.]
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 [for Module Three: and the controller] of such noncompliance. 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.

4. [For Modules One, Two and Three: Personal data that has been transferred prior to the termination of the contract pursuant to paragraph (c) shall at the choice of the data exporter immediately be returned to the data exporter or deleted in its entirety. The same shall apply to any copies of the data.] [For Module Four: Personal data collected by the data exporter in the EU that has been transferred prior to the termination of the contract pursuant to paragraph (c) shall immediately be deleted in its entirety, including any copy thereof.] 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.
5. 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

Where the data exporter is not established in the EU, the competent supervisory authority will be the supervisory authority of the EU Member State in which there is an establishment in the context of whose activities the Processing takes place.

For transfers subject to the UK GDPR, the competent supervisory authority for the purposes of relevant Standard Contractual Clauses applied to such transfers (as required) is the UK Information Commissioner’s Office.

For other transfers, the competent supervisory authority for the purposes of relevant Standard Contractual Clauses applied to such transfers (as required) is the supervisory authority that has competence over the data exporter.

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 the EU Member State in which there is an establishment in the context of whose activities the Processing takes place.
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/their has his/her/their habitual residence.
4. The Parties agree to submit themselves to the jurisdiction of such courts.

ANNEX I A.   

LIST OF PARTIES 

Data exporter(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 contemplated under the Agreement. 

Role (controller/processor): Controller

Data importer(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 AI enhancements and enrichment on the Personal Data for more accuracy. 

Role (controller/processor): Processor

ANNEX IB. 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: 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): Data Controller determines the frequency with which it transfers personal data (could be one-time or could be multiple times). 

Nature of the processing: to provide Services to the Controller under the Service Agreement, which may include 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: to receive Services under the Service Agreement, which may include AI enhancements and enrichment of Personal Data for more accuracy. 

The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period: the earlier of the termination of the Service Agreement, or Controller’s election to delete the personal data submitted to Processor. 

For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing: For the duration of the Agreement. 

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.