Data Processing Agreement — TogetherDB

1.1 Unless otherwise defined herein, capitalized terms and expressions used in this Agreement shall have the following meaning:

1.2 The terms, “Commission”, “Controller”, “Data Subject”, “Member State”, “Personal Data”, “Personal Data Breach”, “Processing” and “Supervisory Authority” shall have the same meaning as in the GDPR, and their cognate terms shall be construed accordingly.

2.1 Processor shall:

2.2 The Company instructs Processor to process Company Personal Data.

2.3 The nature and purpose of the processed Personal Data is described in Schedule 1.

4.1 Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, Processor shall in relation to the Company Personal Data implement appropriate technical and organizational measures to ensure a level of security appropriate to that risk, including, as appropriate, the measures referred to in Article 32(1) of the GDPR.

4.2 In assessing the appropriate level of security, Processor shall take account in particular of the risks that are presented by Processing, in particular from a Personal Data Breach.

5.1 Processor shall not appoint (or disclose any Company Personal Data to) any Subprocessor unless required or authorized by the Company.

6.1 Taking into account the nature of the Processing, Processor shall assist the Company by implementing appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Company obligations, as reasonably understood by Company, to respond to requests to exercise Data Subject rights under the Data Protection Laws.

6.2 Processor shall:

7.1 Processor shall notify Company without undue delay upon Processor becoming aware of a Personal Data Breach affecting Company Personal Data, providing Company with sufficient information to allow the Company to meet any obligations to report or inform Data Subjects of the Personal Data Breach under the Data Protection Laws.

7.2 Processor shall co-operate with the Company and take reasonable commercial steps as are directed by Company to assist in the investigation, mitigation and remediation of each such Personal Data Breach.

9.1 Subject to this section 9 Processor shall promptly and in any event within 10 business days of the date of cessation of any Services involving the Processing of Company Personal Data (the “Cessation Date”), delete and procure the deletion of all copies of those Company Personal Data.

10.1 Subject to this section 10, Processor shall make available to the Company on request all information necessary to demonstrate compliance with this Agreement, and shall allow for and contribute to audits, including inspections, by the Company or an auditor mandated by the Company in relation to the Processing of the Company Personal Data by the Contracted Processors.

10.2 Information and audit rights of the Company only arise under section 10.1 to the extent that the Agreement does not otherwise give them information and audit rights meeting the relevant requirements of Data Protection Law.

11.1 The Processor may not transfer or authorize the transfer of Data to countries outside the EU and/or the European Economic Area (EEA) without the prior written consent of the Company. If personal data processed under this Agreement is transferred from a country within the European Economic Area to a country outside the European Economic Area, the Parties shall ensure that the personal data are adequately protected. To achieve this, the Parties shall, unless agreed otherwise, rely on EU approved standard contractual clauses for the transfer of personal data.

12.1 To ensure proper provision of the Service, the Company agrees that TogetherDB may use subcontractors and that it may further entrust Personal Data processing to them.

The current list of TogetherDB subcontractors and their respective Data Processing Agreements are described in Schedule 2. TogetherDB will inform the Company about any planned change in relation to the subcontractors to whom it will further entrust the Personal Data processing. The Company shall be informed about this through a notice transmitted properly in advance. The Company shall have the right to object to TogetherDB’s use of aspecific subcontractor within 14 days of receiving anotice on the planned change. If the Company does not object within 14 days of receiving the information about the planned change, the Company is deemed to have agreed to the change. Having received an objection, TogetherDB has 30 days to determine how to proceed in relation to the objection. On the expiry of that period, each Party may terminate the Agreement in line with the provisions of the Terms & Conditions. Notwithstanding the foregoing, TogetherDB stipulates that the Company’s objection to a chosen subcontractor may render the Company unable to use all the functionalities of the Service.

All Personal Data processing may only take place within the limits of and for the purpose of performing the Service. TogetherDB hereby represents that (i) the subcontractors it has chosen meet all the requirements arising from the GDPR and from applicable data protection legislation, (ii) it has entered into Personal Data processing agreements with the subcontractors as required under Article 28(4) of the GDPR and that such agreements include provisions imposing obligations analogical to those defined in the Agreement in respect of TogetherDB on the subcontractors, and that (iii) the personal data protection standard followed by its subcontractors is at least equal to the personal data protection standard followed by TogetherDB. If the subcontractor chosen by TogetherDB is in a third country within the meaning of the GDPR, TogetherDB shall make sure that the conditions specified in Chapter V of the GDPR are fulfilled.

13.1 Notices. All notices and communications given under this Agreement must be in writing and will be sent by email to the email address set by the Company in the registration process.

14.1 This Agreement is governed by the laws of Germany.

14.2 Any dispute arising in connection with this Agreement, which the Parties will not be able to resolve amicably, will be submitted to the exclusive jurisdiction of the courts of Düsseldorf, subject to possible appeal to the German Federal Supreme Court of Justice in Karlsruhe.

15.1 In accordance to Germany's DSGVO law TogetherDB's appointed Data Protection Officer is Michel Helms, to be contacted by email at michel@togetherdb.com.