Data Processing Addendum.
Last revised on July 15, 2022.
This Data Protection Addendum ("Addendum") forms part of the TERMS OF SERVICE and/or if applicable the as may be amended or replaced from time to time and is incorporated into all current and future agreements with Vendor ("Principal Agreement") between: (i) Bold Collective, LLC, a company organized under the laws of the Delaware with its registered office at 2060-D E. Avenida de Los Arboles #289, Thousand Oaks, CA 91362 ("Vendor") acting on its own behalf and as agent for each Vendor Affiliate; and (ii) you ("Company") acting on its own behalf and as agent for each Company Affiliate.
The terms used in this Addendum shall have the meanings set forth in this Addendum. Capitalized terms not otherwise defined herein shall have the meaning given to them in the Principal Agreement. Except as modified below, the terms of the Principal Agreement shall remain in full force and effect.
Company is a Controller and Vendor is a Processor under this Addendum.
In consideration of the mutual obligations set out herein, the parties hereby agree that the terms and conditions set out below shall be added as an Addendum to the Principal Agreement. Except where the context requires otherwise,references in this Addendum to the Principal Agreement are to the Principal Agreement as amended by, and including, this Addendum.
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1. Definitions
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1.1 In this Addendum, the following terms shall have the meanings set out below and cognate
terms shall be construed accordingly:
1.1.1"Applicable Laws" any and all international, European Union, national, provincial or
local law, regulation, order, statute, administrative order or treaty, judgment, court order, or
any other requirement of any relevant government or government agency or regulatory
authority with regard to the processing of personal data, as they apply from time to time,
including, but not limited to the Regulation (EU) 2016/679 (General Data Protection
Regulation) 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;
the Brazil’s General Data Protection Law, Lei Geral de Proteção de Dados (“LGPD”) upon
entering into force. If LGPD applies to the processing of the Controller's Personal Data each
party is responsible to fulfil its respective obligations set out in the LGPD, and Controller will
issue additional instructions to Processor which may be required under LGPD otherwise will
be used clauses of this Addendum.
1.1.2"Company Affiliate" means an entity that owns or controls, is owned or controlled by or
is or under common control or ownership with Company, where control is defined as the
possession, directly or indirectly, of the power to direct or cause the direction of the
management and policies of an entity, whether through ownership of voting securities, by
contract or otherwise;
1.1.3"Company Group Member" means Company or any Company Affiliate;
1.1.4"Company Personal Data" means any Personal Data Processed by a Contracted
Processor on behalf of a Company Group Member pursuant to or in connection with the
Principal Agreement;
1.1.5"Contracted Processor" means Vendor or a Subprocessor;
1.1.6"Data Protection Laws" means EU Data Protection Laws and, to the extent applicable,
the data protection or privacy laws of any other country;
1.1.7"EEA" means the European Economic Area;
1.1.8"EU Data Protection Laws" means EU Data Protection Laws and, to the extent
applicable, the data protection or privacy laws of any other country;
1.1.1"GDPR" means 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, and repealing Directive 95/46/EC (general data
protection regulation);
1.1.9"Restricted Transfer" means:
1.1.9.1 a transfer of Company Personal Data from any Company Group Member to a
Contracted Processor; or
1.1.9.2 an onward transfer of Company Personal Data from a Contracted Processor to a
Contracted Processor, or between two establishments of a Contracted Processor,
in each case, where such transfer would be prohibited by Data Protection Laws (or by the
terms of data transfer agreements put in place to address the data transfer restrictions of Data
Protection Laws) in the absence of the Standard Contractual Clauses to be established under
section 6.4.3 or 12 below; For the avoidance of doubt: (a) without limitation to the generality
of the foregoing, the parties to this Addendum intend that transfers of Personal Data from the
UK to the EEA or from the EEA to the UK, following any exit by the UK from the European
Union shall be Restricted Transfers for such time and to such extent that such transfers would
be prohibited by Data Protection Laws of the UK or EU Data Protection Laws (as the case may
be) in the absence of the Standard Contractual Clauses to be established under section 6.4.3
or 12; and (b) where a transfer of Personal Data is of a type authorized by Data Protection
Laws in the exporting country, for example in the case of transfers from within the European
Union to a country (such as Switzerland) or scheme (such as the US Privacy Shield) which is
approved by the Commission as ensuring an adequate level of protection or any transfer which
falls within a permitted derogation, such transfer shall not be a Restricted Transfer;
1.1.11 "Services" means the services and other activities to be supplied to or carried out by
or on behalf of Vendor for Company Group Members pursuant to the Principal Agreement;
1.1.12 "Standard Contractual Clauses" means the contractual clauses set out in Annex 3.
1.1.13 "Subprocessor" means any person (including any third party and any Vendor Affiliate,
but excluding an employee of Vendor or any of its sub-contractors) appointed by or on behalf
of Vendor or any Vendor Affiliate to Process Personal Data on behalf of any Company Group
Member in connection with the Principal Agreement; and
1.1.14 "Vendor Affiliate" means an entity that owns or controls, is owned or controlled by or
is or under common control or ownership with Vendor, where control is defined as the
possession, directly or indirectly, of the power to direct or cause the direction of the
management and policies of an entity, whether through ownership of voting securities, by
contract or otherwise.
1.2 The terms, "Commission", "Controller", "Data Subject", "Member State", "Personal
Data", "Personal Data Breach", "Processing" “Processor” and "Supervisory Authority"
shall have the same meaning as in the GDPR, and their cognate terms shall be construed
accordingly.
1.3 The word "include" shall be construed to mean include without limitation, and cognate
terms shall be construed accordingly.
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2. Authority
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Vendor warrants and represents that, before any vendor affiliate processes any company
personal data on behalf of any company group member, vendor's entry into this addendum as
agent for and on behalf of that vendor affiliate will have been duly and effectively authorized
(or subsequently ratified) by that vendor affiliate.
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3. Processing of company personal data
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3.1 Vendor and each Vendor affiliate shall:
3.1.1 comply with all applicable data protection laws in the processing of company personal
data; and
3.1.2 not process company personal data other than on the relevant company group
members documented instructions unless processing is required by applicable laws to which
the relevant contracted processor is subject, in which case vendor or the relevant vendor
affiliate shall to the extent permitted by applicable laws inform the relevant company group
member of that legal requirement before the relevant processing of that personal data.
3.2 each company group member:
3.2.1 instructs vendor and each vendor affiliate (and authorizes vendor and each vendor
affiliate to instruct each subprocessor) to:
3.2.1.1 process company personal data; and
3.2.1.2 in particular, transfer company personal data to any country or territory,
as reasonably necessary for the provision of the services and consistent with the principal
agreement; and
3.2.2 warrants and represents that it is and will at all relevant times remain duly and
effectively authorized to give the instruction set out in section 3.2.1 on behalf of each relevant
company affiliate.
3.3 annex 1 to this addendum sets out certain information regarding the contracted
processors' processing of the company personal data as required by article 28(3) of the gdpr
(and, possibly, equivalent requirements of other data protection laws). Company may make
reasonable amendments to annex 1 by written notice to vendor from time to time as company
reasonably considers necessary to meet those requirements. Nothing in annex 1 (including as
amended pursuant to this section 3.3) confers any right or imposes any obligation on any party
to this addendum.
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4. Vendor and Vendor Affiliate Personnel
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Vendor and each vendor affiliate shall take reasonable steps to ensure the reliability of any
employee, agent or contractor of any contracted processor who may have access to the
company personal data, ensuring in each case that access is strictly limited to those
individuals who need to know / access the relevant company personal data, as strictly
necessary for the purposes of the principal agreement, and to comply with applicable laws in
the context of that individual's duties to the contracted processor, ensuring that all such
individuals are subject to confidentiality undertakings or professional or statutory obligations
of confidentiality.
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5. Security
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5.1 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, vendor and each vendor affiliate 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.
5.2 in assessing the appropriate level of security, vendor and each vendor affiliate shall take
account in particular of the risks that are presented by processing, in particular from a
personal data breach.
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6. Subprocessing
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6.1 each company group member authorizes vendor and each vendor affiliate to appoint
(and permit each subprocessor appointed in accordance with this section 6 to appoint)
subprocessors in accordance with this section 6 and any restrictions in the principal
agreement.
6.2 vendor and each vendor affiliate may continue to use those subprocessors already
engaged by vendor or any vendor affiliate as at the date of this addendum, subject to vendor
and each vendor affiliate in each case as soon as practicable meeting the obligations set out in
section 6.4.
6.3 with respect to each subprocessor, vendor or the relevant vendor affiliate shall:
6.3.1before the subprocessor first processes company personal data (or, where relevant, in
accordance with section 6.2), carry out adequate due diligence to ensure that the
subprocessor is capable of providing the level of protection for company personal data
required by the principal agreement;
6.3.2ensure that the arrangement between on the one hand (a) vendor, or (b) the relevant
vendor affiliate, or (c) the relevant intermediate subprocessor; and on the other hand the
subprocessor, is governed by a written contract including terms which offer at least the same
level of protection for company personal data as those set out in this addendum and meet the
requirements of article 28(3) of the gdpr;
6.3.3if that arrangement involves a restricted transfer, ensure that the standard contractual
clauses are at all relevant times incorporated into the agreement between on the one hand (a)
vendor, or (b) the relevant vendor affiliate, or (c) the relevant intermediate subprocessor; and
on the other hand the subprocessor, or before the subprocessor first processes company
personal data procure that it enters into an agreement incorporating the standard
contractual clauses with the relevant company group member(s) (and company shall procure
that each company affiliate party to any such standard contractual clauses co-operates with
their population and execution); and
6.4 vendor and each vendor affiliate shall ensure that each subprocessor performs the
obligations under sections 3.1, 4, 5, 7.1, 8.2, 9 and 11.1, as they apply to processing of
company personal data carried out by that subprocessor, as if it were party to this addendum
in place of vendor.
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7. Data Subject Rights
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7.1 taking into account the nature of the processing, vendor and each vendor affiliate shall
assist each company group member by implementing appropriate technical and
organizational measures, insofar as
7.2 this is possible, for the fulfilment of the company group members' obligations, as
reasonably
understood by company, to respond to requests to exercise data subject rights under the data
protection laws.
7.3 vendor shall:
7.3.1promptly notify company if any contracted processor receives a request from a data
subject under any data protection law in respect of company personal data; and
7.3.2ensure that the contracted processor does not respond to that request except on the
documented instructions of company or the relevant company affiliate or as required by
applicable laws to which the contracted processor is subject, in which case vendor shall to
the extent permitted by applicable laws inform company of that legal requirement before the
contracted processor responds to the request.
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8. Personal Data Breach
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8.1 vendor shall notify company without undue delay upon vendor or any subprocessor
becoming aware of a personal data breach affecting company personal data, providing
company with sufficient information to allow each company group member to meet any
obligations to report or inform data subjects of the personal data breach under the data
protection laws.
Such notification shall as a minimum:
8.1.1describe the nature of the personal data breach, the categories and numbers of data
subjects concerned, and the categories and numbers of personal data records concerned;
8.1.2communicate the name and contact details of vendor's data protection officer or other
relevant contact from whom more information may be obtained;
8.2 vendor shall co-operate with company and each company group member and take such
reasonable commercial steps as are directed by company to assist in the investigation,
mitigation and remediation of each such personal data breach.
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9. Data Protection Impact Assessment and Prior Consultation
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Vendor and each vendor affiliate shall provide reasonable assistance to each company group
member with any data protection impact assessments, and prior consultations with
supervising authorities or other competent data privacy authorities, which company
reasonably considers to be required of any company group member by article 35 or 36 of the
gdpr or equivalent provisions of any other data protection law, in each case solely in relation
to processing of company personal data by, and taking into account the nature of the
processing and information available to, the contracted processors.
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10. Deletion or Return of Company Personal Data
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10.1 subject to sections 10.2 and 10.3 vendor and each vendor affiliate shall promptly and in
any event within thirty (30) business days of the date of cessation of any services involving the
processing of company personal data (the "cessation date"), delete (for avoidance of any
doubt, delete here means to remove or obliterate personal data such that it cannot be
recovered or reconstructed) and procure the deletion of all copies of those company personal
data.
10.2 subject to section 10.3, company may in its absolute discretion by written notice to
vendor within five (5) business days of the cessation date require vendor and each vendor
affiliate to (a) return a complete copy of all company personal data to company by secure file
transfer in such format as is reasonably notified by company to vendor; and (b) delete and
procure the deletion of all other copies of company personal data processed by any
contracted processor. Vendor and each vendor affiliate shall comply with any such written
request within thirty (30) business days of the cessation date.
10.3 each contracted processor may retain company personal data to the extent required by
applicable laws and only to the extent and for such period as required by applicable laws and
always provided that vendor and each vendor affiliate shall ensure the confidentiality of all
such company personal data and shall ensure that such company personal data is only
processed as necessary for the purpose(s) specified in the applicable laws requiring its
storage and for no other purpose.
10.4 vendor may provide written certification to company that it and each vendor affiliate has
fully complied with this section 10 within thirty (30) business days of the cessation date.
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11. Audit Rights
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11.1 subject to sections 11.2 to 11.3, vendor and each vendor affiliate shall make available to
each company group member on request all information necessary to demonstrate
compliance with this addendum, and shall allow for and contribute to audits, including
inspections, by any company group member or an auditor mandated by any company group
member in relation to the processing of the company personal data by the contracted
processors.
11.2 information and audit rights of the company group members only arise under section
11.1 to the extent that the principal agreement does not otherwise give them information and
audit rights meeting the relevant requirements of data protection law (including, where
applicable, article 28(3)(h) of the gdpr).
11.3 company or the relevant company affiliate undertaking an audit shall give vendor or the
relevant vendor affiliate reasonable notice of any audit or inspection to be conducted under
section 11.1 and shall make (and ensure that each of its mandated auditors makes) all
endeavors to avoid causing any damage, injury or disruption to the contracted processors'
premises, equipment, personnel and business while its personnel are on those premises in the
course of such an audit or inspection. A contracted processor need not give access to its
premises for the purposes of such an audit or inspection:
11.3.1 to any individual unless he or she produces reasonable evidence of identity and
authority;
11.3.2 outside normal business hours at those premises; or
11.3.3 for the purposes of more than one audit or inspection, in respect of each contracted
processor, in any calendar year, except for any additional audits or inspections which:
11.3.3.1 a company group member is required or requested to carry out by data
protection law, a supervisory authority or any similar regulatory authority responsible for the
enforcement of data protection laws in any country or territory,
where company or the relevant company affiliate undertaking an audit has identified its
concerns or the relevant requirement or request in its notice to vendor or the relevant vendor
affiliate of the audit or inspection.
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12. Restricted Transfers
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12.1 subject to section 12.3, each company group member (as "data exporter") and each
contracted processor, as appropriate, (as "data importer") hereby enter into the standard
contractual clauses in respect of any restricted transfer from that company group member
to that contracted processor.
12.2 the standard contractual clauses shall come into effect under section 12.1 on the later
of:
12.2.1 the data exporter becoming a party to them;
12.2.2 the data importer becoming a party to them; and
12.2.3 commencement of the relevant restricted transfer.
12.3 section 12.1 shall not apply to a restricted transfer unless its effect, together with other
reasonably practicable compliance steps (which, for the avoidance of doubt, do not include
obtaining consents from data subjects), is to allow the relevant restricted transfer to take
place without breach of applicable data protection law.
12.4 vendor warrants and represents that, before the commencement of any restricted
transfer to a subprocessor which is not a vendor affiliate, vendor's or the relevant vendor
affiliates entry into the standard contractual clauses under section 12.1, and agreement to
variations to those standard contractual clauses made under section 13.4.1, as agent for and
on behalf of that subprocessor will have been duly and effectively authorized (or subsequently
ratified) by that subprocessor.
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13. General Terms Coverning Law and Jurisdiction
13.1 without prejudice to clauses 7 (mediation and jurisdiction) and 9 (governing law) of the
standard contractual clauses:
13.1.1 the parties to this addendum hereby submit to the choice of jurisdiction stipulated in
the principal agreement with respect to any disputes or claims howsoever arising under this
addendum, including disputes regarding its existence, validity or termination or the
consequences of its nullity; and
13.1.2 this addendum 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 principal agreement.
Order of precedence
13.2 nothing in this addendum reduces vendor's or any vendor affiliates obligations under
the principal agreement in relation to the protection of personal data or permits vendor or
any vendor affiliate to process (or permit the processing of) personal data in a manner which
is prohibited by the principal agreement. In the event of any conflict or inconsistency between
this addendum and the standard contractual clauses, the standard contractual clauses shall
prevail.
13.3 subject to section 13.2, with regard to the subject matter of this addendum, in the event
of inconsistencies between the provisions of this addendum and any other agreements
between the parties, including the principal agreement 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 addendum, the provisions of this addendum
shall prevail.
Changes in data protection laws, etc.
13.4 company may:
13.4.1 by at least 30 (thirty) calendar days' written notice to vendor from time to time make
any variations to the standard contractual clauses (including any standard contractual
clauses entered into under section 12.1), as they apply to restricted transfers which are
subject to a particular data protection law, which are required, as a result of any change in,
or decision of a competent authority under, that data protection law, to allow those restricted
transfers to be made (or continue to be made) without breach of that data protection law;
and
13.4.2 propose any other variations to this addendum which company reasonably considers to
be necessary to address the requirements of any data protection law.
13.5 if company gives notice under section 13.4.1:
13.5.1 vendor and each vendor affiliate shall promptly co-operate (and ensure that any
affected subprocessors promptly co-operate) to ensure that equivalent variations are made to
any agreement put in place under section 6.4.3; and
13.5.2 company shall not unreasonably withhold or delay agreement to any consequential
variations to this addendum proposed by vendor to protect the contracted processors against
additional risks associated with the variations made under section 13.4.1 and/or 13.5.1.
13.6 if company gives notice under section 13.4.2, the parties shall promptly discuss the
proposed variations and negotiate in good faith with a view to agreeing and implementing
those or alternative variations designed to address the requirements identified in company's
notice as soon as is reasonably practicable.
13.7 neither company nor vendor shall require the consent or approval of any company
affiliate or vendor affiliate to amend this addendum pursuant to this section 13.5 or
otherwise.
Severance
13.8 should any provision of this addendum be invalid or unenforceable, then the remainder
of this addendum shall remain valid and in force. The invalid or unenforceable provision shall
be either (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.
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Data Processing Addendum
Annex 1: Details Of Processing Of Company Personal Data
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This Annex 1 includes certain details of the Processing of Company Personal Data as required
by Article 28(3) GDPR.
The subject matter of this Addendum is the processing of Personal Data in connection with the
Services provided to the Controller. As between parties, the duration of the data processing
under this Addendum is until the termination of the Principal Agreement in accordance with
its terms, except as otherwise required by applicable law or as instructed by the Controller
plus for about 24 months during which Processor stores the pseudonymized data, let alone
special requirement provided by GDPR (fraud, legal claim, etc. ). Other than that, all personal
data is deleted once the 24-month period is over.
(a) Company requires the following services from Vendor to be provided:
(i) Ad Server services which allow the client to serve a clients or third partys advertisements
from the clients buyers that a client makes available for display on the sites that a client
designates, based upon the criteria selected by client or clients buyers/advertisers via the
TVP ad server;
(ii) TVP marketplace services that allow a client as a publisher to offer and sell a clients available
ad inventory to advertisers who are buyers in the marketplace who desire to display and
serve their ads on the sites (a clients websites and apps) that a client designates, based upon
the selling criteria selected by the client via TVP services;
(iii) TVP private marketplace services that allow the client to create a private marketplace to
transact directly with buyers via oRTB deals.
(b) Company warrants, that all the Personal Data which is sent to Vendor has been collected
with prior Data Subjects consent for all the purposes and processing operations, defined in
this Addendum. Company declares that Personal Data should be processed by Vendor for the
purpose of providing personalized advertising experience to Data Subject. The following
processing operations could be performed by Vendor with Personal Data in order to fulfil
Companys purposes:
(i) receiving and storing of information, including, but not limited to, for creation of
suppression lists;
(ii) collection and processing of information about Data Subject use of Companys services to
subsequently personalize advertising for Data Subject in other contexts, such as on other
websites, CTV or mobile applications over time;
(iii) combining Personal Data with additional information on Data Subject received from
Vendors partners to improve relevance of future ads suggested for Data Subject.
(c) Types of Personal Data. Company may be sending the following Personal Data of Data
Subject:
(i) advertising identifiers (Apple IDFA, or IFA on OTT, or Google Advertising ID (GAID), or
Android ID, as applicable);
(ii) IP address;
(iii) geolocation data;
(iv) mobile / CTV device data: operating system version, device model, device ID;
(v) mobile / CTV application data: bundle ID, application store ID, language ID, software
developer kit (SDK) version;
(vi) behavioral data: Data Subjects reaction to ads (impressions, clicks, installs), Data
Subjects preferences on watching of the OTT content and an applicable embedded / included
advertising.
(d) Vendor will take appropriate steps to ensure compliance with the Security Measures
outlined in Annex 2 by its personnel to the extent applicable to their scope of performance,
including ensuring that all persons authorized to process Personal Data under this Addendum
have committed themselves to confidentiality or are under an appropriate statutory obligation
of confidentiality and that any such obligations survive the termination of that individuals
engagement with Vendor.
(e) Company agrees that Vendor may transfer Personal Data from EU to US to fulfil its
obligations under this Agreement, provided that Vendor complies with all applicable laws, and
acting under Standard Contractual Clauses as set out in Annex 3.
(f) Vendor is authorised by Company to use the list of Subprocessors, specified in this link,
for performing specific Personal Data processing tasks.
(g) Vendor may appoint additional subprocessors with prior written consent of Company.
The categories of Data Subject to whom the Company Personal Data relates:
(i) customers, advertising partners and any of their employees, consultants or contact
persons;
(ii) end - users who accessing or using websites or CTV & mobile applications of
Controller/Controllers publishers or recipients of Controllers advertisements;
(iii) Internet users - anyone who's accessing or using the Website* and/or interacting with
Application Marketing Service**;
(iv) Clients - authorized users of Application Marketing Service.
*Website: Client registration data includes company name, contact person name, e-mail,
phone, companys address of registration, IP address.
Event tracking data includes: Advertising / Device ID, IP address, User Agent. Note:
Advertising / Device ID is not included in the case of web events.
Opt-out data includes: Advertising / Device ID.
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Data Processing Addendum
Annex 2: Security Measures
The technical and organizational security measures implemented by the Vendor include:
1. Access control to premises and facilities (physical).
The Vendor will maintain commercially reasonable physical security systems at all Vendor
sites which are used to deliver services to the Company.
2. Access control to systems (virtual).
The Vendor will establish and maintain safeguards against accidental or unauthorized access
to, destruction of, loss of, or alteration of the Personal Data:
Access will be granted to employees, contractors and consultants through documented
access request procedures. The employees, managers or other responsible individuals must
authorize or validate access before it is given.
Access controls are enabled at the operating system, database, or application level.
Password standards for systems require at least 8 alphanumeric characters, cannot include
common U. S. English dictionary words, and ensure that recent passwords are not reused.
Users will be assigned a single account and prohibited from sharing accounts.
3. Access control to data:
Individuals will request access and justify a need to retain access as part of a documented
access request process. Their managers or other responsible individuals must authorize or
approve access before it is authorized.
Access will be granted only after processing an approved access control form, i. e. LAN
Logon ID, application access ID, or other similar identification.
Unique User IDs and passwords will be issued to the users.
Users, once authenticated, will be authorized for access levels based on their job
functions.
Vendor will promptly act to revoke access due to termination, a change in job function, or
in observance of user inactivity or extended absence.
4. Disclosure control:
Vendor will deliver technology and processes designed to minimize access for illegitimate
processing.
Workstations will be configured with password protected screensavers.
5. Input control:
Vendor will maintain system and database logs for access to all data under Vendor
control.
All Vendor systems must be configured to provide event logging to identify a system
compromise, unauthorized access, or any other security violation. Logs must be protected
from unauthorized access or modification.
Company will maintain input controls on the Company systems.
6. Job control:
Technical and organizational measures to segregate the responsibilities between the Company
and Vendor would include:
Data processing activities will be carried out as is required by the applicable security
standards.
Workstations for data processing would be hardened to ensure that, to the extent
possible, no client information in it is retained in the Vendor environment.
7. Availability control:
For Microsoft Windows operational systems Vendor will protect data against accidental
destruction or loss by ensuring workstations will be protected by commercial anti-virus and
malware prevention software receiving weekly definition update.
Upon detection of a virus or malware, Vendor will take immediate steps to arrest the
spread and damage to the virus or malware and to eradicate the virus or malware.
8. Additional technical control:
using secure shell protocol (SSH);
multi-factor authentication;
access control (physical and technical);
Link encryption.
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Data Processing Addendum
Annex 3: Standard Contractual Clauses
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These Clauses are deemed to be amended from time to time, to the extent that they relate to a
Restricted Transfer which is subject to the Data Protection Laws of a given country or
territory, to reflect (to the extent possible without material uncertainty as to the result) any
change (including any replacement) made in accordance with those Data Protection Laws (i)
by the Commission to or of the equivalent contractual clauses approved by the Commission
under EU Directive 95/46/EC or EU General Data Protection Regulation 2016/679 (in the case
of the Data Protection Laws of the European Union or a Member State); or (ii) by an
equivalent competent authority to or of any equivalent contractual clauses approved by it or
by another competent authority under another Data Protection Law (otherwise).
If these Clauses are not governed by the law of a Member State, the terms "Member State"
and "State" are replaced, throughout, by the word "jurisdiction".
WHEREAS Controller and Processor wish to enter into an agreement compliant with
obligations under Articles 44-50 EU General Data Protection Regulation 2016/679 in order to
begin their relationship(s) and to ensure that data subjects whose personal data are
transferred to pursuant to standard data protection clauses are afforded a level of protection
essentially equivalent to that guaranteed within the European Union.
NOW THEREFORE the Parties hereto agree as follows.
Standard Contractual Clauses (processors)
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
Name of the data exporting organisation: Company
Other information needed to identify the organisation: Not applicable
(the data exporter)
and
Name of the data importing organisation: Bold Screen Media, LLC
Address: 2060-D E. Avenida de Los Arboles #289, Thousand Oaks, CA 91362
Tel. : Not Applicable; fax: Not Applicable; e-mail: dpo@boldcollective. co .
Other information needed to identify the organisation: Not Applicable
(the data importer)
each a party; together the parties,
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.
Background
The data exporter has entered into a data processing addendum (DPA) with the data
importer. Pursuant to the terms of the DPA, it is contemplated that services provided by the
data importer will involve the transfer of personal data to data importer. Data importer is
located in a country not ensuring an adequate level of data protection. To ensure compliance
with Directive 95/46/EC and applicable data protection law, the controller agrees to the
provision of such Services, including the processing of personal data incidental thereto,
subject to the data importers execution of, and compliance with, the terms of these Clauses.
Clause 1
Definitions
For the purposes of the Clauses:
(a) '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; If these Clauses are governed by a law which extends the protection of data protection
laws to corporate persons, the words except that, if these Clauses govern a transfer of data
relating to identified or identifiable corporate (as well as natural) persons, the definition of
"personal data" is expanded to include those data are added.
(b) 'the data exporter' means the controller who transfers the personal data;
(c) '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; If
these Clauses are not governed by the law of a Member State, the words "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" are deleted.
(d) 'the subprocessor' means any processor engaged by the data importer or by any other
subprocessor of the data importer who agrees to receive from the data importer or from any
other subprocessor 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;
(e) '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;
(f) 'technical and organisational security measures' means those measures aimed at
protecting personal data against accidental or unlawful destruction or accidental loss,
alteration, unauthorised 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
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 subprocessor 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 subprocessor 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:
(a) 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;
(b) 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;
(c) that the data importer will provide sufficient guarantees in respect of the technical and
organisational security measures specified in Appendix 2 to this contract;
(d) 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, unauthorised 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;
(e) that it will ensure compliance with the security measures;
(f) 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; [If these Clauses are not governed by the law of a Member State, the
words "within the meaning of Directive 95/46/EC" are deleted. ]
(g) to forward any notification received from the data importer or any subprocessor 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;
(h) 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 subprocessing 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;
(i) that, in the event of subprocessing, the processing activity is carried out in accordance
with Clause 11 by a subprocessor 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
(j) that it will ensure compliance with Clause 4(a) to (i).
Clause 5
Obligations of the data importer
The data importer agrees and warrants:
(a) 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;
(b) 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;
(c) that it has implemented the technical and organisational security measures specified in
Appendix 2 before processing the personal data transferred;
(d) that it will promptly notify the data exporter about:
(i) 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,
(ii) any accidental or unauthorised access, and
(iii) any request received directly from the data subjects without responding to that request,
unless it has been otherwise authorised to do so;
(e) 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;
(f) 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;
(g) to make available to the data subject upon request a copy of the Clauses, or any existing
contract for subprocessing, 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;
(h) that, in the event of subprocessing, it has previously informed the data exporter and
obtained its prior written consent;
(i) that the processing services by the subprocessor will be carried out in accordance with
Clause 11;
(j) to send promptly a copy of any subprocessor agreement it concludes under the Clauses to
the data exporter.
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 subprocessor
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
subprocessor 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.
The data importer may not rely on a breach by a subprocessor of its obligations in order to
avoid its own liabilities.
3. 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 subprocessor 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 subprocessor agrees that the data subject may issue a claim against the data
subprocessor 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
subprocessor shall be limited to its own processing operations under the Clauses.
Clause 7
Mediation and jurisdiction
1. 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 subprocessor, 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 subprocessor preventing the conduct of an audit of the data
importer, or any subprocessor, 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
Subprocessing
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
subprocessor which imposes the same obligations on the subprocessor as are imposed on the
data importer under the Clauses. Where the subprocessor 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 subprocessor's obligations under such agreement.
2. The prior written contract between the data importer and the subprocessor 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 subprocessor shall be limited to its own processing
operations under the Clauses.
3. The provisions relating to data protection aspects for subprocessing 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 subprocessing 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 subprocessor 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 subprocessor 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.
On behalf of the data exporter: Company
On behalf of the data importer: Bold Collective, LLC
​
Data Processing Addendum
Appendix 1 To The Standard Contractual Clauses
​
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
Data exporter
The data exporter is specified in the Addendum as the Company.
Data importer
The data importer is the legal entity specified in the Addendum as the Vendor.
Data subjects
The personal data transferred concern the following categories of data subjects:
(v) customers, advertising partners and any of their employees, consultants or contact
persons;
(vi) end - users who accessing or using websites, mobile applications of
Controller/Controllers publishers or recipients of Controllers advertisements;
(vii) Internet users - anyone who's accessing or using the Website*;
(viii) Clients - authorized users of the Website.
*Website: Client registration data includes company name, contact person name, e-mail,
phone, companys address of registration, IP address.
Event tracking data includes: Advertising / Device ID, IP address, User Agent. Note:
Advertising / Device ID is not included in the case of web events.
Categories of data
The personal data transferred concern the following categories of data:
(i) advertising identifiers (Apple IDFA, or IFA on OTT, or Google Advertising ID (GAID), or
Android ID, or browser cookie ID as applicable);
(ii) IP address;
(iii) geolocation data;
(iv) desktop / mobile / CTV device data: operating system version, device model, device ID;
(v) desktop / mobile / CTV application data: bundle ID, application store ID, language ID,
software developer kit (SDK) version;
(vi) behavioral data: Data Subjects reaction to ads (impressions, clicks, installs), Data
Subjects preferences on watching of the OTT content and an applicable embedded / included
advertising.
Special categories of data (if appropriate)
The personal data transferred concern the following special categories of data: None
Processing operations
The personal data transferred will be subject to the following basic processing activities as
described in the Annex 1 - Details of Processing of Company Personal Data of the Data
Processing Addendum, the Principal Agreement and these Clauses.
The data importer is authorized by the data Exporter to use the list of sub-processors for
performing specific Company Personal Data processing tasks as described in the Annex 1 -
Details of Processing of Company Personal Data of the Data Processing Addendum.
​
Data Processing Addendum
Appendix 2 To The Standard Contractual Clauses
​
This Appendix forms part of the Clauses and must be completed and signed by the parties.
Description of the technical and organizational security measures implemented by
the data importer in accordance with Clauses 4(d) and 5(c):
The data importer currently abides by the security standards in Annex 2 - Security Measures
of the Data Processing Addendum. The data importer may update or modify these security
standards from time to time provided such updates and modifications will not result in a
degradation of the overall security of the Services during a subscription term.
​