Data Processing Agreement

Schedule 2 Standard Contractual Clauses
(APPLICABLE ONLY WHERE USE OF PERSONAL DATA IS GOVERNED BY EUROPEAN DATA PROTECTION LEGISLATION)

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

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

Clause 1
Definitions

For the purposes of the Clauses:

1. ‘personal data’, ‘special categories of data’, ‘process/processing’, ‘controller’, ‘processor’, ‘data subject’ and ‘supervisory authority’ shall have the same meaning as in Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data (1);

2. ‘the data exporter’ means the controller who transfers the personal data;

3. ‘the data importer’ means the processor who agrees to receive from the data exporter personal data intended for processing on his behalf after the transfer in accordance with his instructions and the terms of the Clauses and who is not subject to a third country’s system ensuring adequate protection within the meaning of Article 25(1) of Directive 95/46/EC;

4. ‘the sub-processor’ means any processor engaged by the data importer or by any other sub-processor of the data importer who agrees to receive from the data importer or from any other sub-processor of the data importer personal data exclusively intended for processing activities to be carried out on behalf of the data exporter after the transfer in accordance with his instructions, the terms of the Clauses and the terms of the written subcontract;

5. ‘the applicable data protection law’ means the legislation protecting the fundamental rights and freedoms of individuals and, in particular, their right to privacy with respect to the processing of personal data applicable to a data controller in the Member State in which the data exporter is established;

6. ‘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.

Clause 2
Details of the transfer
2.1 The details of the transfer and in particular the special categories of personal data where applicable are specified in Appendix 1 which forms an integral part of the Clauses.

Clause 3
Third-party beneficiary clause

1. The data subject can enforce against the data exporter this Clause, Clause 4(b) to (i), Clause 5(a) to (e), and (g) to (j), Clause 6(1) and (2), Clause 7, Clause 8(2), and Clauses 9 to 12 as third-party beneficiary.

2. The data subject can enforce against the data importer this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where the data exporter has factually disappeared or has ceased to exist in law unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law, as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity.

3. The data subject can enforce against the sub-processor this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity. Such third-party liability of the sub-processor shall be limited to its own processing operations under the Clauses.

4. The parties do not object to a data subject being represented by an association or other body if the data subject so expressly wishes and if permitted by national law.

Clause 4
Obligations of the data exporter
The data exporter agrees and warrants:

1. that the processing, including the transfer itself, of the personal data has been and will continue to be carried out in accordance with the relevant provisions of the applicable data protection law (and, where applicable, has been notified to the relevant authorities of the Member State where the data exporter is established) and does not violate the relevant provisions of that State;

2. that it has instructed and throughout the duration of the personal data-processing services will instruct the data importer to process the personal data transferred only on the data exporter’s behalf and in accordance with the applicable data protection law and the Clauses;

3. that the data importer will provide sufficient guarantees in respect of the technical and organizational security measures specified in Appendix 2 to this contract;

4. that after assessment of the requirements of the applicable data protection law, the security measures are appropriate to protect personal data against accidental or unlawful destruction or accidental loss, alteration, 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, and that these measures ensure a level of security appropriate to the risks presented by the processing and the nature of the data to be protected having regard to the state of the art and the cost of their implementation;

5. that it will ensure compliance with the security measures;

6. that, if the transfer involves special categories of data, the data subject has been informed or will be informed before, or as soon as possible after, the transfer that its data could be transmitted to a third country not providing adequate protection within the meaning of Directive 95/46/EC;

7. to forward any notification received from the data importer or any sub-processor pursuant to Clause 5(b) and Clause 8(3) to the data protection supervisory authority if the data exporter decides to continue the transfer or to lift the suspension;

8. to make available to the data subjects upon request a copy of the Clauses, with the exception of Appendix 2, and a summary description of the security measures, as well as a copy of any contract for sub-processing services which has to be made in accordance with the Clauses, unless the Clauses or the contract contain commercial information, in which case it may remove such commercial information;

9. that, in the event of sub-processing, the processing activity is carried out in accordance with Clause 11 by a sub-processor providing at least the same level of protection for the personal data and the rights of data subject as the data importer under the Clauses; and

10. that it will ensure compliance with Clause 4(a) to (i).

Clause 5
Obligations of the data importer (2)

The data importer agrees and warrants:

1. to process the personal data only on behalf of the data exporter and in compliance with its instructions and the Clauses; if it cannot provide such compliance for whatever reasons, it agrees to inform promptly the data exporter of its inability to comply, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;

2. that it has no reason to believe that the legislation applicable to it prevents it from fulfilling the instructions received from the data exporter and its obligations under the contract and that in the event of a change in this legislation which is likely to have a substantial adverse effect on the warranties and obligations provided by the Clauses, it will promptly notify the change to the data exporter as soon as it is aware, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;

3. that it has implemented the technical and organizational security measures specified in schedule 3 before processing the personal data transferred;

4. that it will promptly notify the data exporter about:

   1. any legally binding request for disclosure of the personal data by a law enforcement authority unless otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation;

   2. any accidental or unauthorized access; and

   3. any request received directly from the data subjects without responding to that request, unless it has been otherwise authorized to do so;

5. to deal promptly and properly with all inquiries from the data exporter relating to its processing of the personal data subject to the transfer and to abide by the advice of the supervisory authority with regard to the processing of the data transferred;

6. at the request of the data exporter to submit its data-processing facilities for audit of the processing activities covered by the Clauses which shall be carried out by the data exporter or an inspection body composed of independent members and in possession of the required professional qualifications bound by a duty of confidentiality, selected by the data exporter, where applicable, in agreement with the supervisory authority;

7. to make available to the data subject upon request a copy of the Clauses, or any existing contract for sub-processing, unless the Clauses or contract contain commercial information, in which case it may remove such commercial information, with the exception of Appendix 2 which shall be replaced by a summary description of the security measures in those cases where the data subject is unable to obtain a copy from the data exporter;

8. that, in the event of sub-processing, it has previously informed the data exporter and obtained its prior written consent;

9. that the processing services by the sub-processor will be carried out in accordance with Clause 11;

10. to send promptly a copy of any sub-processor agreement it concludes under the Clauses to the data exporter.

Clause 6
Liability

1. The parties agree that any data subject, who has suffered damage as a result of any breach of the obligations referred to in Clause 3 or in Clause 11 by any party or sub-processor is entitled to receive compensation from the data exporter for the damage suffered.

2. If a data subject is not able to bring a claim for compensation in accordance with paragraph 1 against the data exporter, arising out of a breach by the data importer or his sub-processor of any of their obligations referred to in Clause 3 or in Clause 11, because the data exporter has factually disappeared or ceased to exist in law or has become insolvent, the data importer agrees that the data subject may issue a claim against the data importer as if it were the data exporter, unless any successor entity has assumed the entire legal obligations of the data exporter by contract of by operation of law, in which case the data subject can enforce its rights against such entity.

3. The data importer may not rely on a breach by a sub-processor of its obligations in order to avoid its own liabilities.

4. If a data subject is not able to bring a claim against the data exporter or the data importer referred to in paragraphs 1 and 2, arising out of a breach by the sub-processor of any of their obligations referred to in Clause 3 or in Clause 11 because both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, the sub-processor agrees that the data subject may issue a claim against the data sub-processor with regard to its own processing operations under the Clauses as if it were the data exporter or the data importer, unless any successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law, in which case the data subject can enforce its rights against such entity. The liability of the sub-processor shall be limited to its own processing operations under the Clauses.

Clause 7
Mediation and jurisdiction

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

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

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

Clause 8
Cooperation with supervisory authorities

1. The data exporter agrees to deposit a copy of this contract with the supervisory authority if it so requests or if such deposit is required under the applicable data protection law.

2. The parties agree that the supervisory authority has the right to conduct an audit of the data importer, and of any sub-processor, which has the same scope and is subject to the same conditions as would apply to an audit of the data exporter under the applicable data protection law.

3. The data importer shall promptly inform the data exporter about the existence of legislation applicable to it or any sub-processor preventing the conduct of an audit of the data importer, or any sub-processor, pursuant to paragraph 2. In such a case the data exporter shall be entitled to take the measures foreseen in Clause 5(b).

Clause 9
Governing law

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

Clause 10
Variation of the contract

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

Clause 11
Sub-processing

1. The data importer shall not subcontract any of its processing operations performed on behalf of the data exporter under the Clauses without the prior written consent of the data exporter. Where the data importer subcontracts its obligations under the Clauses, with the consent of the data exporter, it shall do so only by way of a written agreement with the sub-processor which imposes the same obligations on the sub-processor as are imposed on the data importer under the Clauses (3). Where the sub-processor fails to fulfil its data protection obligations under such written agreement the data importer shall remain fully liable to the data exporter for the performance of the sub-processor’s obligations under such agreement.

2. The prior written contract between the data importer and the sub-processor shall also provide for a third-party beneficiary clause as laid down in Clause 3 for cases where the data subject is not able to bring the claim for compensation referred to in paragraph 1 of Clause 6 against the data exporter or the data importer because they have factually disappeared or have ceased to exist in law or have become insolvent and no successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law. Such third-party liability of the sub-processor shall be limited to its own processing operations under the Clauses.

3. The provisions relating to data protection aspects for sub-processing of the contract referred to in paragraph 1 shall be governed by the law of the Member State in which the data exporter is established.

4. The data exporter shall keep a list of sub-processing agreements concluded under the Clauses and notified by the data importer pursuant to Clause 5(j), which shall be updated at least once a year. The list shall be available to the data exporter’s data protection supervisory authority.

Clause 12
Obligation after the termination of personal data-processing services

1. The parties agree that on the termination of the provision of data-processing services, the data importer and the sub-processor shall, at the choice of the data exporter, return all the personal data transferred and the copies thereof to the data exporter or shall destroy all the personal data and certify to the data exporter that it has done so, unless legislation imposed upon the data importer prevents it from returning or destroying all or part of the personal data transferred. In that case, the data importer warrants that it will guarantee the confidentiality of the personal data transferred and will not actively process the personal data transferred anymore.

2. The data importer and the sub-processor warrant that upon request of the data exporter and/or of the supervisory authority, it will submit its data-processing facilities for an audit of the measures referred to in paragraph 1.

Appendix 1 to the Standard Contractual Clauses (Schedule 2)

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

The Member States may complete or specify, according to their national procedures, any additional necessary information to be contained in this Appendix

The data exporter is Customer

Data relating to individuals is collected by the Customer using the services provided by AI Media and its sub processors, and that data is transferred to AI Media for analysis and processing.

Data importer is Ai Media Group
Data Importer and its sub processors provides Customers with access to technology services that help marketing teams and their agencies create, plan, target, buy, serve, measure and/or optimise ads and campaigns.

Data subjects
The personal data transferred concern the following categories of data subjects (please specify):

Individuals who interact with Customer’s digital marketing on a web or mobile site or call a telephone number in Customer’s digital marketing, and existing customers of contacts of the Customer whose details are held by the Customer.

Categories of data
The personal data transferred concern the following categories of data (please specify):
The types of data captured are determined by Customer and may include:

• Name,

• Email address

• Date of birth

• IP address (by default the IP address is stored anonymized)

• other online identifiers;

• Telephone/mobile number

• Location Data. These values are not precise and cannot be used to identify a particular address or household.

• The pixels also track and report track browsing behavior, the type of ads they click on, if they abandon a page or the buy flow, take a purchase action, fill out a lead gen form, etc.

• Browser, Browser version, Device type, Operating system, the User-Agent

• Date, time, time zone

• Pages visited (Page URLs and Page Titles)

• Screens visited

• Referrer URL

• Marketing campaign URL parameters

• Physical address,

• IP-address

• Files clicked and downloaded

• Links to an outside domain that were clicked

• Screen resolution

• Session recording storing the HTML page, and all

• mouse events (movements, scrolls, locations and clicks), and keypresses

• Search terms used on your web sites search engine

• Custom dimensions and custom variables

• Custom events

• Content pieces

• JavaScript errors

• User ID

• Ecommerce Order ID, Order Date

• Ecommerce Abandoned carts

• Media titles and URLs

• Participation in A/B tests

The types of personal data captured are determined by Customer and may include without limitation: Name, Email address, Date of birth, Telephone/mobile number, transaction history

Invoca’s tag also tracks and report browsing behavior campaign, search keyword, page views. Information also captured when call routed to Customer agent through recording and monitoring of calls.

Special categories of data (if appropriate)

The personal data transferred concern the following special categories of data (please specify):
The parties do not anticipate the transfer of special categories of data.

Processing operations
The personal data transferred will be subject to the following basic processing activities (please specify):
The data will be analyzed to establish which digital marketing had the most effective response to help the Customer marketing teams and their agencies create, plan, target, buy, serve, measure and/or optimize future ads and campaigns which may include identifying the digital profile of groups most responsive to the campaign and targeting future campaigns at a cohort with a similar digital profile.

Appendix 2 to the Standard Contractual Clauses at Schedule 2

This Appendix forms part of the Clauses.

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

See information relating to the Security Measures at Schedule 3 to the Agreement

Schedule 3 Security measures

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• Ai Media Group currently observes the Security Measures described in this Schedule 3. All capitalized terms not otherwise defined herein shall have the meanings as set forth in the Customer Terms and Conditions. 

a) Access Control

Preventing Unauthorized Product Access

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• Outsourced processing: Ai Media Group’s date processing services are hosted by outsourced cloud infrastructure providers. Ai Media Group maintains contractual relationships with those suppliers which requires them to in order to provide the hosting services in accordance with the requirements of Data Protection Legislation. Ai Media Group relies on contractual agreements, privacy policies, and supplier compliance programs in order to protect data processed or stored by these suppliers.

• Physical and environmental security: Ai Media Group hosts its product infrastructure with multi-tenant, outsourced infrastructure providers. The physical and environmental security controls are audited for SOC 2 Type II and ISO 27001 compliance, among other certifications.

• Authentication: Ai Media Group implements a uniform password policy for its customer products. Customers who interact with the products via the user interface must authenticate before accessing non-public customer data.

• Authorization: Customer Data is stored in multi-tenant storage systems accessible to Customers via only application user interfaces and application programming interfaces. Customers are not allowed direct access to the underlying application infrastructure. The authorization model in each of Ai Media Group’s products is designed to ensure that only the appropriately assigned individuals can access relevant features, views, and customization options. Authorization to data sets is performed through validating the user’s permissions against the attributes associated with each data set.

• Application Programming Interface (API) access: Public product APIs may be accessed using an API key or through OAuth authorization.

Preventing Unauthorized Product Use

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• Ai Media Group implements industry standard access controls and detection capabilities for the internal networks that support its products.

• Access controls: Network access control mechanisms are designed to prevent network traffic using unauthorized protocols from reaching the product infrastructure. The technical measures implemented differ between infrastructure providers and include Virtual Private Cloud (VPC) implementations, security group assignment, and traditional firewall rules.

• Intrusion detection and prevention: Ai Media Group implements a Web Application Firewall (WAF) solution to protect hosted customer websites and other internet-accessible applications. The WAF is designed to identify and prevent attacks against publicly available network services.

• Static code analysis: Security reviews of code stored in Ai Media Group’s source code repositories is performed, checking for coding best practices and identifiable software flaws.

• Penetration testing: Ai Media Group maintains relationships with industry recognized penetration testing service providers for four annual penetration tests. The intent of the penetration tests is to identify and resolve foreseeable attack vectors and potential abuse scenarios.

• Bug bounty: A bug bounty program invites and incentivizes independent security researchers to ethically discover and disclose security flaws. Ai Media Group implements a bug bounty program in an effort to widen the available opportunities to engage with the security community and improve the product defenses against sophisticated attacks. 

Limitations of Privilege & Authorization Requirements

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• Product access: A subset of Ai Media Group’s employees has access to the products and to customer data via controlled interfaces. The intent of providing access to a subset of employees is to provide effective customer support, to troubleshoot potential problems, to detect and respond to security incidents and implement data security. Access is enabled through “just in time” requests for access; all such requests are logged. Employees are granted access by role, and reviews of high risk privilege grants are initiated daily. Employee roles are reviewed at least once every six months.

• Background checks: All Ai Media Group employees undergo a third-party background check prior to being extended an employment offer, in accordance with and as permitted by the applicable laws. All Ai Media Group employees are required to conduct themselves in a manner consistent with Ai Media Group guidelines, non-disclosure requirements, and ethical standards.

Transmission Control

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• In-transit: Ai Media Group makes HTTPS encryption (also referred to as SSL or TLS) available on every one of its login interfaces and for free on every customer site hosted on the Ai Media Group products. Ai Media Group’s HTTPS implementation uses industry standard algorithms and certificates.

• At-rest: Ai Media Group stores user passwords following policies that follow industry standard practices for security. Ai Media Group has implemented technologies to ensure that stored data is encrypted at rest.

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Input Control

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• Detection: Ai Media Group designed its infrastructure to log extensive information about the system behavior, traffic received, system authentication, and other application requests. Internal systems aggregated log data and alert appropriate employees of malicious, unintended, or anomalous activities. Ai Media Group’s personnel, including security, operations, and support personnel, are responsive to known incidents.

• Response and tracking: Media Group maintains a record of known security incidents that includes description, dates and times of relevant activities, and incident disposition. Suspected and confirmed security incidents are investigated by security, operations, or support personnel; and appropriate resolution steps are identified and documented. For any confirmed incidents, Ai Media Group will take appropriate steps to minimize product and Customer damage or unauthorized disclosure. Notification to Customer will be in accordance with the terms of the Customer Terms and Conditions.

Availability Control

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• Infrastructure availability: The infrastructure providers use commercially reasonable efforts to ensure a minimum of 99.95% uptime. The providers maintain a minimum of N+1 redundancy to power, network, and HVAC services.

• Fault tolerance: Backup and replication strategies are designed to ensure redundancy and fail-over protections during a significant processing failure. Customer data is backed up to multiple durable data stores and replicated across multiple availability zones.

• Online replicas and backups: Where feasible, production databases are designed to replicate data between no less than 1 primary and 1 secondary database. All databases are backed up and maintained using at least industry standard methods.

Ai Media Group’s products are designed to ensure redundancy and seamless failover. The server instances that support the products are also architected with a goal to prevent single points of failure. This design assists Ai Media Group’s operations in maintaining and updating the product applications and backend while limiting downtime.