Data Processing Addendum

This Data Processing Addendum, together with all attachments, appendices and annexes (“DPA”), is effective upon execution of an Order Form or a click-through web order form referencing this DPA (each an “Order Form” and together with this DPA and any associated Terms and Conditions entered into in connection with, or referenced in, the Order Form, the “Agreement”), by and between Monte Carlo Data, Inc., a Delaware corporation (“Monte Carlo”) and the party named as Customer in the Order Form. This DPA reflects the parties’ agreement with regards to Data Protection Laws and Regulations and California Consumer Privacy Act (“CCPA”). Customer acknowledges that this DPA, together with the Order Form and associated Terms and Conditions, constitute a binding and enforceable legal contract between Customer and Monte Carlo.

How This DPA Applies

The terms of this DPA only apply to Customer and Monte Carlo as follows:

  1. Sections 1 through 8, Attachment 1-A (and Annex I, Annex II and Annex III thereto) or Attachment 1-B, as applicable,  apply when Data Protection Laws and Regulations apply to the Agreement.
  2. When only the CCPA applies to the Agreement, then only Section 8 and Attachment 2 apply.
  3. The entire DPA along with all appendices and attachments apply when Data Protection Laws and Regulations and the CCPA apply to the Agreement.

1. Definitions

Any capitalized terms not defined herein shall have the meaning given to that term in the Agreement, CCPA, or Data Protection Laws and Regulations.

“Monte Carlo” means Monte Carlo Data, Inc.

“Data Controller” means the entity which determines the purposes and means of the Processing of Personal Data.

“Data Processor” means the entity which Processes Personal Data on behalf of the Data Controller.

“Data Protection Laws and Regulations” means the laws and regulations, including EU General Data Protection Regulation (“GDPR”), laws and regulations of the European Union, the European Economic Area (“EEA”) and their member states, Switzerland and the United Kingdom, applicable to the Processing of Personal Data with the Service under the Agreement.

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

“Personal Data” means any information (i) of an identified or identifiable person and, (ii) of an identified or identifiable legal entity (where protected under applicable Data Protection Laws and Regulations), where such data is submitted to the Service.

“Processing” means any operation or set of operations which is performed upon Personal Data, whether or not by automatic means, such as collection, recording, organization, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction.

“Service” means as defined in the Agreement or the software as a service applications provided by Monte Carlo to which Customer is licensed to use.

“Standard Contractual Clauses” means, when applicable, for the transfers of Personal Data out of the EEA and Switzerland, the agreement executed by and between Customer and Monte Carlo and attached hereto as Attachment 1-A pursuant to the European Commission’s decision of 4 June 2021 on standard contractual clauses between controllers and processors under Article 28(7) of Regulation (EU) 2016/679 of the European Parliament and of the Council and Article 29(7) of Regulation (EU) 2018/1725 of the European Parliament and of the Council, and for the transfers of Personal Data out of the UK, the agreement executed by and between Customer and Monte Carlo and attached hereto as Attachment 1-B in accordance with the UK Data Protection Act 2018 on 2 February 2022 on Standard Contractual Clauses for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection.

“Subprocessor” means any third party appointed by or on behalf of Monte Carlo to Process Personal Data in connection with the Service.

2. Processing of Personal Data

  1. Roles of the Parties. The parties acknowledge and agree that with regard to the Processing of Personal Data, Customer is the Data Controller and Monte Carlo is a Data Processor.
  2. Customer’s Responsibilities. Customer shall, in Customer’s use of the Service, submit or make available Personal Data to Monte Carlo for Processing in accordance with the requirements of Data Protection Laws and Regulations, and Customer’s instructions to Monte Carlo for the Processing of Personal Data shall comply with Data Protection Laws and Regulations. Customer shall have sole responsibility for the initial accuracy, quality, and legality of Personal Data and the means by which Customer acquired Personal Data.
  3. Customer’s Instructions. Monte Carlo shall only Process Personal Data on behalf of and in accordance with Data Protection Laws and Regulations, Customer’s instructions (including as is necessary to provide the Service to Customer under the Agreement), and shall treat Personal Data as Confidential Information. Customer instructs Monte Carlo to Process Personal Data for the following purposes: (i) Processing in accordance with the Agreement and applicable Order Form(s), including to provide you the Service; (ii) Processing initiated by Users in their use of the Service; and (iii) Processing to comply with other reasonable instructions provided by Customer (e.g., via email). Monte Carlo will notify Customer upon becoming aware and if in Monte Carlo’s reasonable judgement that Customer’s instruction violates Data Protection Laws and Regulations.

3. Rights of Data Subjects

  1. Correction, Blocking, and Deletion. To the extent Customer, in Customer’s use of the Service, does not have the ability to correct, amend, block or delete Personal Data, as required by Data Protection Laws and Regulations, Monte Carlo shall reasonably assist Customer in facilitating such actions to the extent Monte Carlo is legally permitted to do so.
  2. Data Subject Requests. Monte Carlo shall, to the extent legally permitted, promptly notify Customer if Monte Carlo receives a request from a Data Subject for access to, correction, amendment or deletion of that Data Subject’s Personal Data. If legally permitted, Monte Carlo shall not respond to any such Data Subject request without Customer’s prior written consent except to confirm that the request relates to Customer. Monte Carlo shall reasonably cooperate and assist in relation to the handling of a Data Subject’s request for access to that person’s Personal Data, to the extent legally permitted and to the extent Customer does not have access to such Personal Data through use of the Service.

4. Monte Carlo Personnel

  1. Confidentiality. Monte Carlo shall take reasonable actions to ensure that its personnel engaged in the Processing of Personal Data are informed of the confidential nature of the Personal Data, have received appropriate training on their responsibilities and have executed written confidentiality agreements. Monte Carlo shall ensure that such confidentiality obligations survive the termination of the personnel engagement.
  2. Limitation of Access. Monte Carlo shall take reasonable actions to ensure that Monte Carlo’s access to Personal Data is limited to those personnel who require such access to perform under the Agreement.

5. Security

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, Monte Carlo shall implement reasonable technical and organisational measures designed to ensure a level of security appropriate to the risk and as detailed in Annex 2. Monte Carlo regularly monitors compliance with these safeguards. Monte Carlo may update these technical and organization measures from time to time, but will not materially decrease the overall security of the Service.

6. Security Breach Management and Notification

Monte Carlo maintains security incident management policies and procedures and shall, to the extent permitted by law, without undue delay, and in any event within 72 hours of becoming aware, notify Customer of any actual or reasonably suspected unauthorized access, use, modification, or disclosure of Personal Data, by Monte Carlo or its Subprocessors (a “Security Breach”). Monte Carlo shall make reasonable efforts to identify and take all reasonable steps to remediate the cause of such Security Breach.

7. Additional Terms

  1. Application of Standard Contractual Clauses. The Standard Contractual Clauses in Attachment 1 and the additional terms in Section 7 will apply to the Processing of Personal Data by Monte Carlo in the course of providing Services as follows:
    1. Notwithstanding anything to the contrary in this DPA, the Standard Contractual Clauses apply only to Personal Data that is transferred from the EEA and/or Switzerland and the United Kingdom to outside the EEA and Switzerland or the United Kingdom, either directly or via onward transfer, to any country or recipient not recognized by the European Commission as providing an adequate level of protection for personal data (as described in the EU Data Protection Directive or its successors). In the event the United Kingdom is no longer considered or effectively part of the EU or EEA then such transfers of Personal Data to and from the United Kingdom will be treated as a non-EU or EEA country and the terms of this Section 7.1.1 will apply accordingly.
    2. Subject to Section 7.1.1, the Standard Contractual Clauses apply to (i) the legal entity that has executed the Agreement and is the Controller and, (ii) all Affiliates (as defined in the Agreement) of Customer established within the EEA and Switzerland or the United Kingdom that have licensed the Service. For the purpose of the Standard Contractual Clauses and this Section 7, the aforementioned entities shall be deemed “Controllers”.
  2. Objective and Duration. The objective of Processing of Personal Data by Monte Carlo is the provision of the Service pursuant to the Agreement for the term(s) of the Agreement.
  3. Subprocessors. Pursuant to this DPA and the Standard Contractual Clauses, Customer acknowledges and expressly agrees that: (a) Monte Carlo’s Affiliates may be retained as Subprocessors; and (b) Monte Carlo and Monte Carlo’s Affiliates respectively may engage third-party Subprocessors in connection with the provision of the Service or support services.
    1. Liability. Monte Carlo shall be liable for the acts and omissions of its Subprocessors to the same extent Monte Carlo would be liable if performing the services of each Subprocessor directly.
    2. List of Current Subprocessors and Notification of New Subprocessors. A list of current Subprocessors for the Service is available upon request and Customer agrees to Monte Carlo’s use of the listed Subprocessors as of the execution of this DPA. Monte Carlo shall notify Customer if it adds or replaces any Subprocessors prior to any such changes if Customer subscribes to such notifications by sending an email to privacy@montecarlodata.com with the subject line “Subprocessor Notification Request” (or by other means established by Monte Carlo and communicated to Customer from time to time) This notification process is Monte Carlo’s only responsibility for notifying Customer of a new Subprocessor.
    3. Objection to Sub-processors. Customer may object in writing to Monte Carlo’s appointment of a new Subprocessor on reasonable grounds relating to data protection (e.g. if making Personal Data available to the Sub-processor may violate applicable Data Protection Laws) by notifying Monte Carlo promptly in writing within fifteen (15) calendar days of receipt of Monte Carlo’s notice in accordance with Section 7.3.2 above. Such notice shall explain the reasonable grounds for the objection and the parties shall discuss such concerns in good faith with a view to achieving commercially reasonable resolution.  If no such resolution can be reached, Monte Carlo will, at its sole discretion, either not appoint that proposed Subprocessor, or permit Customer in writing to suspend or terminate the affected Service in accordance with the termination provisions in the Agreement without liability to either party (but without prejudice to any fees incurred by Customer prior to suspension or termination).
    4. Subprocessor Agreements. Monte Carlo or a Monte Carlo Affiliate has entered into a written agreement with each Subprocessor containing data protection obligations not less protective than those in this Agreement to the extent applicable to the nature of the services provided by such Subprocessor.
  4. Audits and Certifications. The parties agree that the audits described in the Standard Contractual Clauses and otherwise required by Applicable Data Protection Laws and Regulations shall be carried out in accordance with the following specifications:
    1. Upon Customer’s request, and subject to the confidentiality obligations set forth in the Agreement, Monte Carlo shall make available to Customer (or Customer’s independent, third-party auditor that is not a competitor of Monte Carlo) information demonstrating Monte Carlo’s compliance with the obligations set forth in this DPA in the form of the certifications and audit reports for the Services. Examples of potentially relevant certifications and audit reports include: SOC 2, SOC 3; ISO 27001; ISO 27701, Binding Corporate Rules; APEC Cross Border Privacy Rules System; EU-U.S. and Swiss-U.S. Privacy Shields; industry codes of conduct or their successor frameworks. In the event Customer does not find the certifications and audit reports suitable, Monte Carlo will make its applicable premises and personnel available to Customer for audit upon request but no more than once annually and at Customer’s cost. Before the commencement of any such audit, Customer and Monte Carlo shall mutually agree upon the scope, timing, and duration of the audit in addition to the reimbursement rate for which Customer shall be responsible. All reimbursement rates shall be reasonable, taking into account the resources expended by Monte Carlo. Customer shall promptly notify Monte Carlo with information regarding any non-compliance discovered during the course of an audit and all findings during the audit shall be considered confidential information between Customer and Monte Carlo except as expressly required otherwise by Data Protection Laws and Regulations. If material non-compliance is discovered during Customer’s audit, Monte Carlo shall bear the costs.
  5. Return and Deletion of Personal Data. Where applicable based on the Service, Monte Carlo will return and delete Personal Data in accordance with the Agreement. Customer is responsible for the correction, amendment, blocking or deleting of Personal Data within its control within the Service.
  6. Privacy Impact Assessment and Prior Consultation. To the extent Monte Carlo is required under Data Protection Laws and Regulations, Monte Carlo will provide reasonably requested information regarding Monte Carlo’s processing of Customer Data under the Agreement, to the extent Customer does not otherwise have access to the relevant information and to the extent that such information is available to Monte Carlo, to enable the Customer to carry out data protection impact assessments or prior consultations with supervisory authorities as required by law.

8. Other

  1. This DPA and liability or remedies arising herefrom are subject to any and all limitations on liability and disclaimers of types of damages in the Agreement, including but not limited to Section 8 of the Agreement. This DPA automatically terminates upon termination or expiration of the Agreement.
  2. Notices under the DPA and the Standard Contractual Clauses shall be in accordance with the Agreement.

Attachment 1-A

Standard Contractual Clauses

Controller to Processor

Section I

Clause 1

Purpose and Scope

have agreed to these standard contractual clauses (hereinafter: ‘Clauses’).

Clause 2

Effect and invariability of the Clauses

Clause 3

Third-party beneficiaries

Clause 4

Interpretation

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.

Clause 7

Docking clause

[Intentionally 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   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, 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 the 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. 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

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.

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  (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:

(i) 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;

(ii) 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;

(iii) 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

(iv) 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

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

Clause 10

Data subject rights

Clause 11

Redress

Clause 12

Liability

Clause 13

Supervision

[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, 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, 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, shall act as competent supervisory authority.

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 practices affecting compliance with the Clauses

Clause 14

Local laws and practices affecting compliance with the Clauses

Clause 15

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

15.1 Notification

15.2   Review of legality and data minimization

Section IV – Final Provisions

Clause 16

Non-compliance with the Clauses and termination

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.

Clause 17

Governing law

These Clauses shall be governed by the law of the EU Member State in which the data exporter is established. Where such law does not allow for third-party beneficiary rights, they shall be governed by the law of another EU Member State that does allow for third-party beneficiary rights. The Parties agree that this shall be the law of Ireland.

Clause 18

Choice of forum and jurisdiction

ANNEX II

A. List of parties

Controller: 

1.         Name:  Customer as set forth in the Order Form

            Address:  As set forth in the Order Form

            Contact person’s name, position and contact details:  As set forth in the Order Form

            Signature and accession date: As set forth in the Order Form

Processor: 

1.         Name: Monte Carlo Data, Inc.

            Address:  As set forth in the Order Form

            Contact person’s name, position and contact details: As set forth in the Order Form

            Signature and accession date: As set forth in the Order Form

B. Description of the processing

Monte Carlo primarily collects metadata, logs, and metrics for the purpose of identifying data reliability issues. However, Monte Carlo acknowledges that, in the course of the performance of the Service, it may collect and process personal data as part of query logs that are passed to it from Customer’s data infrastructure environment or through other search or data sampling functionality that Customer initiates within the Monte Carlo platform. To the extent that any such personal data is passed to Monte Carlo, Monte Carlo processes and utilizes such data only for the sole purpose of identifying back to Customer data reliability issues and recommendations for resolution of such issues, and not for any other purpose.

Categories of data subjects whose personal data may be processed

Categories of personal data which may be processed

Sensitive data which may be processed (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.

Controller may submit special categories of data to the Service, the extent of which is solely determined and controlled by the Controller in its sole discretion, and which is for the sake of clarity Personal Data with information revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, trade-union membership, and the Processing of data concerning health or sex life.

Nature of the processing

The objective of any Processing of Personal Data by Processor is the performance of the Service pursuant to the Agreement and as described in the first paragraph of this Section.

Purpose(s) for which the personal data may be processed on behalf of the controller

The objective of any Processing of Personal Data by Processor is the performance of the Service pursuant to the Agreement and as described in the first paragraph of this Section.

Duration of the processing

As described in the Agreement.

For processing by (sub-) processors, also specify subject matter, nature and duration of the processing

Same as above.

C. Competent Supervisory Authority: [Insert Supervisory Authority for EU member state in which Customer is located]

ANNEX II

Technical and organisational measures including technical and organisational measures to ensure the security of the data

The technical and organisational security measures implemented by the Processor are as described in the Agreement, incorporating the terms of the DPA.

ANNEX III

LIST OF SUB-PROCESSORS

The controller has authorised the use of the following sub-processors:

  1.   Name: Amazon Web Services
    • Address: 410 Terry Avenue North, Seattle, WA 98109-5210
    • Contact person’s name, position and contact details:  We do not have a dedicated person at AWS.  Rather, we log into Monte Carlo’s AWS account and open support request ticket and we get a contact person assigned OR we fill out the form located at https://aws.amazon.com/contact-us/compliance-support/.
    • Description of processing (including a clear delimitation of responsibilities in case several sub-processors are authorised):  Hosting of data
  2.  Name: Snowflake
    • Address: 450 Concar Drive, San Mateo, CA 94402
    • Contact person’s name, position and contact details: Tel:  (844) 766-9355    Email:  privacy@snowflake.com   Also, we can log in and open a support request ticket and get a contact person assigned
    • Description of processing (including a clear delimitation of responsibilities in case several sub-processors are authorised):   Data storage, processing, and analytics
  3. Name:  Databricks
    • Address:  160 Spear Street, 13th Floor, San Francisco, CA 94105
    • Contact person’s name, position and contact details:  Tel:  1-866-330-0121      Email:  privacy@databricks.com
    • Description of processing (including a clear delimitation of responsibilities in case several sub-processors are authorised):  Data storage, processing, and analytics

ATTACHMENT 1-B

International Data Transfer Addendum to the EU Commission Standard Contractual Clauses

This Addendum has been issued by the Information Commissioner for Parties making Restricted Transfers. The Information Commissioner considers that it provides Appropriate Safeguards for Restricted Transfers when it is entered into as a legally binding contract.

As permitted by clause 17 of this Addendum, the parties agree to change the format of the information set out in Part 1 of the Addendum such that:

Mandatory Clauses

Entering into this Addendum

  1. Each Party agrees to be bound by the terms and conditions set out in this Addendum, in exchange for the other Party also agreeing to be bound by this Addendum.
  2. Although Annex 1A and Clause 7 of the Approved EU SCCs require signature by the Parties, for the purpose of making Restricted Transfers, the Parties may enter into this Addendum in any way that makes them legally binding on the Parties and allows data subjects to enforce their rights as set out in this Addendum. Entering into this Addendum will have the same effect as signing the Approved EU SCCs and any part of the Approved EU SCCs.

Interpretation of this Addendum

AddendumThis International Data Transfer Addendum which is made up of this Addendum incorporating the Addendum EU SCCs.
Addendum EU SCCsThe version(s) of the Approved EU SCCs which this Addendum is appended to, as set out in Table 2, including the Appendix Information.
Appendix InformationAs set out in Table ‎3.
Appropriate SafeguardsThe standard of protection over the personal data and of data subjects’ rights, which is required by UK Data Protection Laws when you are making a Restricted Transfer relying on standard data protection clauses under Article 46(2)(d) UK GDPR.
Approved AddendumThe Standard Contractual Clauses set out in the Annex of Commission Implementing Decision (EU) 2021/914 of 4 June 2021.
ICOThe Information Commissioner.
Restricted TransferA transfer which is covered by Chapter V of the UK GDPR.
UKThe United Kingdom of Great Britain and Northern Ireland.
UK Data Protection LawsAll laws relating to data protection, the processing of personal data, privacy and/or electronic communications in force from time to time in the UK, including the UK GDPR and the Data Protection Act 2018.
UK GDPRAs defined in section 3 of the Data Protection Act 2018.

Hierarchy

Incorporation of and changes to the EU SCCs

Amendments to this Addendum

The revised Approved Addendum will specify the start date from which the changes to the Approved Addendum are effective and whether the Parties need to review this Addendum including the Appendix Information. This Addendum is automatically amended as set out in the revised Approved Addendum from the start date specified.

ATTACHMENT 2

Words and phrases defined in the CCPA shall have the same meaning in this Attachment 2 and all other terms shall have the meaning in the Agreement. In the event of a conflict between the terms of this Attachment and the Agreement, this Attachment 2 will control but all other terms in the Agreement will otherwise remain in full force.

  1. The following definitions and rules of interpretation apply in this Attachment:
    1. CCPA means the California Consumer Privacy Act of 2018, (Cal. Civ. Code §§ 1798.100 to 1798.199), and any related regulations provided by the California Attorney General all of which as may be amended from time to time.
    2. Contracted Business Purposes means the Services and as otherwise described in the Agreement for which the Monte Carlo receives or accesses personal information from Customer.
  2. Monte Carlo’s CCPA Obligations:
    1. Monte Carlo will only collect, use, retain, or disclose personal information for the Contracted Business Purposes for which Customer provides or permits personal information access.
    2. Monte Carlo will not collect, use, retain, disclose, sell, or otherwise make personal information available in a way that does not comply with the CCPA. If a law requires Monte Carlo to disclose personal information for a purpose unrelated to the Contracted Business Purpose, Monte Carlo must first inform the Customer of the legal requirement and give the Customer an opportunity to object or challenge the requirement, unless applicable law prohibits such notice.
    3. To the extent commercially reasonable, Monte Carlo will limit personal information collection, use, retention, and disclosure to activities reasonably necessary and proportionate to achieve the Contracted Business Purposes or another compatible operational purpose.
    4. Monte Carlo must promptly comply with any Customer request or instruction requiring the Monte Carlo to provide, amend, transfer, or delete the personal information, or to stop, mitigate, or remedy any unauthorized processing. If Customer is able to amend, transfer, or delete the personal information itself and chooses Monte Carlo’s assistance, Customer agrees to pay reasonable fees for such assistance at a rate mutually agreed in advance between the parties.
    5. If the Contracted Business Purposes require the collection of personal information from individuals on the Customer’s behalf, Monte Carlo will always provide a CCPA-compliant notice addressing use and collection methods.
    6. If the CCPA permits, Monte Carlo may aggregate, deidentify, or anonymize personal information, so it no longer meets the personal information definition, and may use such aggregated, deidentified, or anonymized data for its own research and development purposes. Monte Carlo will not attempt to or actually re-identify any previously aggregated, deidentified, or anonymized data and will contractually prohibit downstream data recipients from attempting to or actually re-identifying such data.
  3. Assistance with CCPA Obligations:
    1. Monte Carlo will reasonably cooperate and assist Customer in responding to CCPA-related inquiries, including responding to verifiable consumer requests, taking into account the nature of Monte Carlo’s processing and the information available Monte Carlo.
    2. A party must notify the other party promptly if it receives any complaint, notice, or communication that directly or indirectly relates to either party’s compliance with the CCPA. Specifically, Monte Carlo must notify the Customer within five (5) working days if it receives a verifiable consumer request under the CCPA.
  4. Subcontracting:
    1. Monte Carlo may use subcontractors to provide the Contracted Business Services. Monte Carlo cannot make any disclosures to the subcontractor that the CCPA would treat as a sale and Monte Carlo shall ensure appropriate terms no less protective than those in this Attachment are entered into between Monte Carlo and the subcontractor.
    2. Monte Carlo remains fully liable for each subcontractor’s performance to the same extent if Monte Carlo were performing itself.
    3. Upon the Customer’s written request, Monte Carlo will provide Customer with information and reports demonstrating Monte Carlo’s compliance with the obligations in this Attachment.
  5. Certifications:
    1. Both parties will comply with all applicable requirements of the CCPA when collecting, using, retaining, or disclosing personal information.
    2. Monte Carlo certifies that it understands this Attachment’s and the CCPA’s restrictions and prohibitions on selling personal information and retaining, using, or disclosing personal information outside of the parties’ business relationship, and Monte Carlo will comply with them.