Data Processing Addendum

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Data Processing Addendum

This Data Processing Addendum (“DPA“) forms an integral part of, and is subject to the Price Proposal and Terms of Service, entered into by and between the entity (“Customer” or “Controller“) and Minute Spoteam Ltd. (“Minute” and the “Terms“, respectively). Capitalized terms not otherwise defined herein shall have the meaning given to them in the Terms.

Whereas, in connection with the performance of its obligations under the Terms, Minute may Process Customer Personal Data (both as defined below) on behalf of the Customer; and

Whereas, the parties wish to set forth the mutual obligations with respect to the processing of Customer Personal Data by Minute;

Now therefore, intending to be legally bound, the parties hereby agree as follows:

  1. Definitions. In addition to capitalized terms defined elsewhere in this DPA, the following terms shall have the meanings set forth below:
    1. Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control” for purposes of this definition means direct or indirect ownership or control of more than 50% of the voting interest in the subject entity.
    1. Applicable Law” means 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 and repealing Directive 95/46/EC (General Data Protection Regulation) (“GDPR“), laws implementing or supplementing the GDPR.
    1. Customer Personal Data” means any Personal Data Processed by Minute on behalf of Customer pursuant to or in connection with the Terms;
    1. Data Protection Laws” means Applicable Law and, to the extent applicable, the data protection or privacy laws of any other applicable country where the Services are provided or as agreed in writing between the parties, including Israel.
    1. Sub Processor” means any person (excluding an employee of Minute) appointed by or on behalf of Minute to Process Personal Data on behalf of the Customer in connection with the Terms; and
    1. The terms “Controller“, “Data Subject“, “Personal Data“, “Personal Data Breach“, Processor“, “Processing” and “Supervisory Authority” shall have the meanings ascribed to them in the GDPR.
  1. Processing of Customer Personal Data.
    1. Minute shall Process Customer Personal Data on Customer’s behalf and at Customer’s instructions as specified in the Terms and in this DPA, including without limitation with regard to transfers of Customer Personal Data to a third country or international organization. Any other Processing shall be permitted only in the event that such Processing is required by any Data Protection Laws to which Minute is subject. In such event, Minute shall, unless prohibited by such Data Protection Laws on important grounds of public interest, inform Customer of that requirement before engaging in such Processing.
    1. Customer instructs Minute (and authorizes Minute to instruct each Sub Processor) (i) to Process Customer Personal Data for the provision of the services, as detailed in the Terms (“Services“) and as otherwise set forth in the Terms and in this DPA, and/or as otherwise directed by Customer; and (ii) to transfer Customer Personal Data to any country or territory as reasonably necessary for the provision of the Services and in accordance with Applicable Law.
    1. The details of the Processing of Customer Personal Data, as required by Article 28(3) of the GDPR are set forth in Schedule 1 (Details of Processing of Customer Personal Data), attached hereto.
  1. Controller. Customer represents and warrants that it has and shall maintain throughout the term of the Terms and this DPA, all necessary rights to provide the Customer Personal Data to Minute for the Processing to be performed in relation to the Services and in accordance with the Terms and this DPA. To the extent required by Data Protection Laws, Customer is responsible for obtaining any necessary Data Subject consents to the Processing, and for ensuring that a record of such consents is maintained throughout the term of the Terms and this DPA and/or as otherwise required under Data Protection Laws.
  1. Minute Employees. Minute shall take reasonable steps to ensure that access to the Customer Personal Data is limited on a need to know and/or access basis and that all Minute employees receiving such access are subject to confidentiality undertakings or professional or statutory obligations of confidentiality in connection with their access to and use of Customer Personal Data.
  1. Security. Minute shall implement appropriate technical and organizational measures to ensure an appropriate level of security of the Customer Personal Data, including, as appropriate and applicable, the measures referred to in Article 32(1) of the GDPR. In assessing the appropriate level of security, Minute shall take into account the risks that are presented by the nature of the Processing and the information available to Minute.
  1. Personal Data Breach.
    1. Minute shall notify Customer without undue delay and, where feasible, not later than within 48 (forty eight) hours upon Minute becoming aware of a Personal Data Breach affecting Customer Personal Data. In such event, Minute shall provide Customer with reasonable and available information to assist Customer in meeting any obligations to inform Data Subjects or Supervisory Authorities of the Personal Data Breach as required under Applicable Law.
    1. At the written request of the Customer, Minute shall reasonably cooperate with Customer and take such commercially reasonable steps as are agreed by the parties or required under Applicable Law to assist in the investigation, mitigation and remediation of any Personal Data Breach.
  1. Sub Processing.
    1. Customer authorizes Minute to appoint (and permits each Sub Processor appointed in accordance with this Section 7 to appoint) Sub Processors in accordance with this Section 7.
    1. Minute may continue to use those Sub Processors already engaged by Minute as identified to Customer as of the date of this DPA.
    1. Minute may appoint new Sub Processors and shall give notice of any such appointment to Customer. If, within seven (7) days of such notice, Customer notifies Minute in writing of any reasonable objections to the proposed appointment, Minute shall not appoint the proposed Sub Processor for the Processing of Customer Personal Data until reasonable steps have been taken to address the objections raised by Customer and Customer has been provided with a reasonable written explanation of the steps taken. Where such steps are not sufficient to relieve Customer’s reasonable objections, each of Customer or Minute may, by written notice to the other party and with immediate effect, terminate the Terms to the extent that it relates to the Services requiring the use of the proposed Sub Processor. In such event, the terminating party shall not bear any liability for such termination.
    1. With respect to each new Sub Processor, Minute shall:
      1. Prior to the Processing of Customer Personal Data by Sub Processor, take reasonable steps (for instance by way of reviewing privacy policies as appropriate) to ensure that Sub Processor is committed and able to provide the level of protection for Customer Personal Data required by this DPA; and
      1. ensure that the arrangement between Minute and the Sub Processor is governed by a written contract, including terms that offer a materially similar level of protection for Customer Personal Data as those set out in this DPA and meet the requirements of Applicable Law.
    1. Minute shall remain fully liable to the Customer for the performance of any Sub Processor’s obligations.
  1. Data Subject Rights.
    1. Customer shall be solely responsible for compliance with any statutory obligations concerning requests to exercise Data Subject rights under Data Protection Laws (e.g., for access, rectification, deletion of Customer Personal Data, etc.). Minute shall, at Customer’s sole expense, use commercially reasonable efforts to assist Customer in fulfilling Customer’s obligations with respect to such Data Subject requests, as required under Data Protection Laws.
    1. Upon receipt of a request from a Data Subject under any Data Protection Laws in respect to Customer Personal Data, Minute shall promptly notify Customer of such request and shall not respond to such request except on the documented instructions of Customer or as required by Data Protection Laws to which Minute is subject, in which case Minute shall, to the extent permitted by Data Protection Laws, inform Customer of such legal requirement prior to responding to the request.
  1. Data Protection Impact Assessment and Prior Consultation. At Customer’s written request and expense, Minute and each Sub Processor shall provide reasonable assistance to Customer with respect to any Customer Personal Data Processed by Minute and/or a Sub Processor, with any data protection impact assessments or prior consultations with Supervisory Authorities or other competent data privacy authorities, as required under any Data Protection Laws.
  1. Deletion or Return of Customer Personal Data. Minute shall promptly and in any event within 60 (sixty) days of the date of cessation of provision of the Services to Customer involving the Processing of Customer Personal Data, delete, return, or anonymize all copies of such Customer Personal Data, provided however that Minute may retain Customer Personal Data, as permitted by applicable law.
  1. Audit Rights.
    1. Subject to Sections 11.2 and ‎11.3, Minute shall make available to an auditor mandated by Customer in coordination with Minute, upon prior written request, such information reasonably necessary to demonstrate compliance with this DPA and shall allow for audits, including inspections, by such reputable auditor mandated by the Customer in relation to the Processing of the Customer Personal Data by Minute, provided that such third-party auditor shall be subject to confidentiality obligations.
    1. Any audit or inspection shall be at Customer’s sole expense and shall be subject to the terms of the Terms, and subject to Minute’s reasonable security policies and obligations to third parties, including with respect to confidentiality. The results of any audit or inspection shall be considered the confidential information of Minute.
    1. Customer and any auditor on its behalf shall use best efforts to minimize or avoid causing any damage, injury or disruption to Minute’s premises, equipment, employees and business and shall not interfere with Minute’s day-to-day business. Customer and Minute shall mutually agree upon the scope, timing and duration of the audit or inspection and the reimbursement rate, for which Customer shall be responsible. Minute need not give access to its premises for the purposes of such an audit or inspection:
      1. to any individual unless he or she produces reasonable evidence of identity and authority;
      1. if Minute was not given a prior written notice of such audit or inspection;
      1. outside of normal business hours at those premises, unless the audit or inspection needs to be conducted on an emergency basis; or
      1. for the purposes of more than one (1) audit or inspection in any calendar year, except for any additional audits or inspections which:
        1. Customer reasonably considers necessary because of genuine concern as to Minute’s compliance with this DPA; or
        1. Customer is required to carry out by Applicable Law, a Supervisory Authority or any similar regulatory authority responsible for the enforcement of Applicable Law in any country or territory, where Customer has identified its concerns or the relevant requirement or request in its prior written notice to Minute of the audit or inspection.
      1. Minute shall immediately inform Customer if, in its opinion, an instruction received under this DPA infringes the GDPR or other applicable Data Protection Laws.
  1. Indemnity. Customer shall indemnify and hold Minute harmless against all claims, actions, third party claims, losses, damages and expenses incurred by Minute and arising directly or indirectly out of or in connection with a breach of this DPA and/or the Data Protection Laws by Customer.
  1. General Terms.
    1. Governing Law and Jurisdiction.
      1. The parties to this DPA hereby submit to the choice of jurisdiction stipulated in the Terms with respect to any disputes or claims howsoever arising under this DPA, including disputes regarding its existence, validity or termination or the consequences of its nullity.
      1. This DPA and all non-contractual or other obligations arising out of or in connection with it are governed by the laws of the country or territory stipulated for this purpose in the Terms.
    1. Order of Precedence.
      1. Nothing in this DPA reduces Minute’s obligations under the Terms in relation to the protection of Customer Personal Data or permits Minute to Process (or permit the Processing of) Customer Personal Data in a manner that is prohibited by the Terms.
      1. This DPA is not intended to, and does not in any way limit or derogate from Customer’s obligations and liabilities towards Minute under the Terms and/or pursuant to Data Protection Laws or any law applicable to Customer in connection with the collection, handling and use of Customer Personal Data by Customer or other processors or their sub processors, including with respect to the transfer or provision of Customer Personal Data to Minute and/or providing Minute with access thereto.
      1. Subject to this Section 13.2, with regard to the subject matter of this DPA, in the event of inconsistencies between the provisions of this DPA and any other agreements between the parties, including the Terms and including (except where explicitly agreed otherwise in writing, signed on behalf of the parties) agreements entered into or purported to be entered into after the date of this DPA, the provisions of this DPA shall prevail.
    1. Changes in Data Protection Laws.
      1. Customer may, by at least 45 (forty five) calendar days’ prior written notice to Minute, request in writing any variations to this DPA if they are required as a result of any change in, or decision of a competent authority under any Data Protection Laws in order to allow Customer Personal Data to be Processed (or continue to be Processed) without breach of that Data Protection Laws.
      1. If Customer gives notice with respect to its request to modify this DPA under Section ‎13.3.1, (i) Minute shall make commercially reasonable efforts to accommodate such modification request and (ii) Customer shall not unreasonably withhold or delay agreement to any consequential variations to this DPA proposed by Minute to protect Minute against additional risks, or to indemnify and compensate Minute for any further steps and costs associated with the variations made herein.
      1. Severance. Should any provision of this DPA be held invalid or unenforceable, then the remainder of this DPA shall remain valid and in force. The invalid or unenforceable provision shall either be (i) amended as necessary to ensure its validity and enforceability, while preserving the parties’ intentions as closely as possible or, if this is not possible, (ii) construed in a manner as if the invalid or unenforceable part had never been contained therein.

Schedule 1: Details of Processing of Controller Personal Data

This Schedule 1 includes certain details of the Processing of Customer Personal Data as required by Article 28(3) GDPR.

Subject matter and duration of the Processing of Customer Personal Data.

The subject matter and duration of the Processing of the Customer Personal Data are set out in the Agreement, in Processor’s Privacy Notice (“Privacy Notice“) and this DPA.

The nature and purpose of the Processing of Customer Personal Data:

Rendering Services in the nature of a video optimization platform, as detailed in the Agreement and the Privacy Notice.

The types of Customer Personal Data to be Processed are as follows:

As detailed in the Privacy Notice.

The categories of Data Subject to whom the Customer Personal Data relates to are as follows:

Data Subjects who are end users of the Customer’s web and mobile application services.

The obligations and rights of Customer.

The obligations and rights of Customer are set out in the Agreement and this DPA.