Data Processing Addendum

This Data Processing Agreement (“DPA”) sets forth the respective duties and obligations of the Customer by or on behalf of its subsidiaries and affiliates, as applicable, (hereinafter collectively referred to as “Customer”)and Abstract Studio Design, Inc. (“Abstract”)with respect to Personal Data which may be processed under an active Order Form, together with Terms of Service (collectively the “Agreement”) between the Parties. Customer and Abstract are referred to herein as “Parties” and individually as a “Party”. In the event of any inconsistencies between this DPA and the Agreement, the Parties agree that the DPA will supersede and prevail with respect to Personal Data issues. 

1.       Scope              

1.1.       Abstract is based in and operates from the State of Nevada in the United States to provide the Services under the Agreement to Customer.               
1.2.       Abstract has adopted a global approach to its privacy practices and has taken, and expects Customer to take, reasonable and appropriate measures to safeguard Personal Data that is within its control.              
1.3.       In performing the Services under the Agreement, where Abstract processes Personal Data, it will comply with the terms of this DPA and all Applicable Data Protection Laws. 

2.       Definitions
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‍“Applicable Data Protection Laws” means the privacy and data protection laws, code and regulations which are applicable to the processing of Personal Data in the provision of the Services under the Agreement, including but not limited to:(i) the Privacy and Electronic Communications Directive 2002/58/EC and the Privacy and Electronic Communications (EC Directive) Regulations 2003, (ii) the EU General Data Protection Regulation 2016/679 (“GDPR”), (iii) the UK Data Protection Act 2018 and the UK General Data Protection Regulation 2018 (“UKGDPR”); (iii)  Swiss Federal Data Protection Act of 1992  (“Swiss DPA”), and (iv) the California Consumer Privacy Act of 2018 (“CCPA”),as amended in the California Privacy Rights Act (“CPRA”); and in each case as amended, replaced or updated from time to time by any judicial or administrative interpretation of such laws, directives or regulations and together with any subordinate or related legislation made under any of the foregoing.

“Data Controller” or “Controller” means the entity which, alone or jointly with others, determines the purposes and means of the processing of Personal Data. Under this DPA, the Data Controller is the Customer.

“Data Processor” or “Processor” means the entity which Processes Personal Data on behalf of the Data Controller. Under this DPA, the Data Processor is Abstract.
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‍“Data Subject” means the person to whom the Personal Data relates.

“Data Subject Requests” means a request made by a Data Subject to exercise any of the Data Subject’s rights under Applicable Data Protection Laws.  

‍“Personal Data” means information that may identify, or be combined with other information to identify, a specific individual or natural person as defined in Applicable Data Protection Laws, and further includes similar terms such as ‘personal information’ that may be used under such laws

‍“Personal Data Breach” means a security incident leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data transmitted, stored or otherwise processed.        

‍“Processing” or “Process” means any operation or set of operations which is performed on Personal Data or on sets of Personal Data or Personal Information, whether or not by automated means, including the collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available in any form, merging, linking as well as blocking, erasure or destruction of Personal Data or Personal Information.

“Sensitive Personal Data” means Personal Data that relates to biometric identification data, sexual orientation or sex life information, genetic or health data, racial or ethnic origin information, financial account access information, government-issued identifications, religious or philosophical beliefs, precise geolocation information or union or labor memberships.

“Standard Contractual Clauses” means Sections I, II, III and IV (as applicable) insofar as they relate to Module Two(Controller-to-Processor) within the Standard Contractual Clauses for the transfer of Personal Data to third countries pursuant to Regulation (EU)2016/679 of the European Parliament and the Council approved by the European Commission Implementing Decision (EU) (2021/914) of 4 June 2021, in the form set out at Annex 1, as may be amended, superseded or replaced from time to time. “Sub-Processor” means any person or entity engaged by Processor to Process Personal Data in the provision of the Service sunder this Agreement on behalf of Customer, including subcontractors. 

3.       Processing Personal Data            

3.1.     Scope and Role of the Parties. For the purposes of this Agreement: (i) Customer is the Data Controller, and (ii)with respect to Personal Data for which Customer is the Data Controller,nAbstract is the Data Processor, Processing such Personal Data on Customer’s behalf. Annex 1 of Schedule 1 to this Agreement provides a description of the Processing activities carried out by Abstract, including(i) the subject matter and duration of the Processing, (ii) the nature and purpose of such Processing, and (iii) the type of Personal Data and categories of Data Subjects contemplated by this Agreement.

3.2.         Responsible Party. The Customer is solely responsible for determining the purposes for which and the manner in which Personal Data are to be processed by Abstract.      
        
3.3.         Instructions for Processing. Abstract shall only Process Personal Data (i) in accordance with Customer’s instructions, or (ii) when required to do so by applicable law or a legal process. Abstract will not do, or cause to be done, anything with respect to Personal Data which may result in a breach by Customer of any Applicable Data Protection Laws. Customer instructs Abstract (i) to Process Personal Data to provide the services described in Annex 1 of Schedule 1 to this Agreement (the “Services”), and (ii) not to retain, use or disclose Personal Data for any other purpose other than for the performance of the Services described herein or as otherwise permitted by Customer. Customer may provide additional instructions to Process Personal Data. If Abstract believes that an additional instruction provided by Customer violates applicable Data Protection Laws, it shall inform Customer of that circumstance immediately. If Abstract Processes Personal Data other than in accordance with Customer’s instructions, Abstract acknowledges and agrees that it shall then be considered a Data Controller with respect to such Personal Data under applicable Data Protection Laws and shall therefore be subject to all requirements under the Data Protection Laws.             

3.4.         Compliance with Laws. Abstract shall comply with Applicable Data Protection Laws applicable to its data processing obligations pursuant to this Agreement, including those Applicable Data Protection Laws:(i) applicable to Customer in its role as a Data Controller; and (ii)applicable to Abstract in its role as a Data Processor.            

3.5.         Adequate Measures. Abstract will ensure effective and adequate physical, administrative, and technical measures, and maintain appropriate training and supervision, to protect the confidentiality, integrity and availability of any Personal Data collected, stored, or transferred, and the Personal Data against unauthorized or unlawful processing, accidental loss, alteration, disclosure, or access.  

4.       Sub-Processors            

4.1.         Use of Sub-Processors. Abstract is authorized to engage only those Sub-Processors set forth in https://www.abstract.com/legal/abstract-sub-processors. Abstract shall ensure that any Sub-Processor engaged in accordance with this Clause 3 has entered into a written agreement requiring compliance with terms that are no less onerous than those provided in this Agreement.             

4.2.         Notification of Sub-Processors. Abstract shall give Customer prior written notice (not less than 30 days prior to the appointment or change of a Sub-Processors) of the appointment of any Sub-Processor not listed in https://www.abstract.com/legal/abstract-sub-processors, including, if requested, full details of the location of the Sub-Processors’ Processing activities and the Processing activities to be undertaken by the Sub-Processor.  

5.       International Data Transfers            

5.1.         To the extent that the provision of the Services involves the transfer of Personal Data between countries where one or all are characterized as having inadequate personal data protections, Abstract and the Customer agree to ensure adequate data protection mechanisms and safeguards, and the Parties agree that the Standard Contractual Clauses as set out in Schedule 1 to this Agreement or as may be amended by the European Commission (“SCCs”) will control in such situations.             

5.2.         To the extent there is any inconsistency between this DPA, the Agreement and any applied SCCs, the Parties agree that the SCCs shall prevail.              

5.3.         This DPA constitutes Abstract's written instructions for the purposes of the SCCs and for the avoidance of doubt includes onward transfers to a third party located in a country characterized as having inadequate personal data protections, including such transfers to countries outside of Europe for the purpose of the performance of the Services.             

5.4.         If, at any time, a supervisory authority or Applicable Data Protection Laws require any further steps to be taken to permit the transfer of Personal Data as envisaged under this DPA (including entering into additional or alternative valid transfer mechanisms), the Parties will take all steps reasonably required to ensure that the Processing and transfer of Personal Data meet the requirements of Applicable Data Protection Laws.

6.       Rights of Data Subjects

6.1.         Handling of Data Subject Requests. As the Data Controller, Customer is primarily responsible for responding to Data Subject Requests, as applicable, including for access, correction, deletion, restriction, and portability of that Data Subject’s Personal Data. If Abstract receives a Data Subject Request directly from the Data Subject (or the Data Subject's representative), then Abstract shall, within 72 hours of receiving such Data Subject Request, forward the Data Subject Request to Customer. Abstract shall not fulfill, deny, or otherwise respond to a Data Subject Request, unless it is instructed to do so by Customer.

6.2.         Correction, Deletion, or Restriction. Abstract will, as necessary to enable Customer to meet its obligations under Applicable Data Protection Laws, either (i) provide Customer with its own functionality or ability to correct or delete Personal Data or restrict its Processing; or (ii) if technically possible, at Customer’s specific request, make such corrections, deletions, or restrictions on Customer’s behalf if such functionality or ability is not available to Abstract (with the choice between(i) and (ii) being at Customer's discretion). When appropriate, Abstract is responsible for notifying any Sub-Processor of correction, deletion, or restriction request from a Data Subject and will ensure that Sub-Processor complies with such request.

6.3.         Access to Personal Data. Abstract will, as necessary to enable Customer to meet its obligations under Applicable Data Protection Laws, provide reasonable assistance to make such Personal Data accessible or available to Customer or to the Data Subject.

6.4.         Data Portability. To the extent a Data Subject’s Personal Data is not accessible to Customer, Abstract will, as necessary to enable Customer to meet its obligations under Applicable Data Protection Laws, provide such Personal Data extract in a structured, commonly used and machine-readable format.

7.       Abstract Personnel

‍Abstract shall take all steps to screen its personnel who may have access to Personal Data, and shall require such personnel to receive regular and appropriate training on their responsibilities regarding the handling and safeguarding of Personal Data. Abstract shall treat all Personal Data as confidential. All Abstract personnel that handle Personal Data on behalf of Customer must sign confidentiality agreements or otherwise commit or be subject to an appropriate statutory or other legal obligation of confidentiality with Abstract. Such confidentiality obligations shall survive termination of employment.

8.       Security            

8.1.         Security of Processing. Abstract shall take all measures required pursuant to Article 32 of GDPR and any other Applicable Data Protection Laws, including implementing and maintaining appropriate technical and organizational measures designed to protect Personal Data against unauthorized access or disclosure or accidental or unlawful destruction, loss, or alteration, and, in particular, where the processing involves the transmission of data over a network, against all other unlawful forms of processing. Abstract agrees that such measures shall ensure a level of security appropriate to the industry and the risks represented by the Processing and the nature of Personal Data to be protected and will at a minimum include those measures described in Exhibit 1.
              
8.2.       Breach Notification. Abstract shall notify Customer, without undue delay (not more than 72 hours after becoming aware of a Personal Data Breach), of any Personal Data Breach affecting the Personal Data that Abstract maintains on Customer’s behalf. The notice will include: (i) date or estimated date of the incident;(ii) date Abstract discovered the breach; (iii) description of the breach; (iv)number of Data Subjects potentially or actually affected; (v) types of Personal Data involved; and (vi) investigative and mitigation actions Abstract has taken or will take regarding the breach. At its own expense, Abstract will investigate any such Personal Data Breach and take all necessary steps to eliminate or contain the exposures that led to such Personal Data Breach, including conducting any forensic and security review, investigation and audit in connection with such Personal Data Breach and providing remediation services and other reasonable assistance as (a) required under law, (b) requested by governmental or supervisory authorities, and (c) are consistent with customary industry practice in the applicable jurisdiction. Where, and in so far as, itis not possible to provide the information at the same time, the information may be provided in phases without undue further delay.

In the event that Customer becomes aware of any Personal Data Breach affecting or potentially affecting Abstract systems or Services, without undue delay (not more than 72 hours after becoming aware of such) Customer will provide written notice to Abstract of the Personal Data Breach. Upon request from Abstract, and at its own expense, Customer will cooperate in the investigation and mitigation of any such Personal Data Breach.

9.       Cooperation

‍Abstract will promptly cooperate with requests by Customer to facilitate the Processing of Personal Data and to ensure Customer’s compliance with its obligations under he Applicable Data Protection Laws, including by way of example: (i) maintaining and providing Customer with a complete, accurate, and up-to-date written record of categories of Processing activities carried out on behalf of Customer; (ii) providing assistance to Customer in relation to any data protection impact assessment or regulatory consultation that Customer is legally required to make in respect of Personal Data. To the extent that Customer is subject to or involved in an investigation by a governmental or supervisory authority or litigation arising out of or related to a Personal Data Breach, Abstract will provide full cooperation to Customer in responding to such an event.

10.       Audit

‍Abstract shall make available, upon reasonable request of Customer, information necessary to demonstrate compliance with this DPA and shall allow for audits or inspection by Customer or any independent or impartial inspection agents or auditors selected by Customer and not reasonably objected to by Abstract in relation to the Processing of Personal Data under the Agreement and this DPA, at the Customer’s sole expense.  Absent due cause, Customer shall make no more than one audit request within a 12-month period.

11.       Return and Deletion of Personal Data

‍Upon termination or expiration of the Agreement, Abstract shall, at Customer’s option, delete or return all Personal Data to Customer and delete existing copies unless Abstract is prevented by law, governmental or authoritative measure, or court order from returning or destroying all or part of the Personal Data. In such a case, Abstract shall continue to ensure the confidentiality of all such Personal Data and will not actively process Personal Data anymore, and will guarantee the return and/or destruction of the Personal Data as requested by Customer when the legal obligation to not return or destroy the information is no longer in effect. If no specific instruction is received by the Abstract from Customer upon the termination of the Agreement or related subscription, Abstract may permanently delete and/or anonymize all data from Customer under its control after 90 days.

12.       General Provisions           

12.1.       Written Communications. Applicable laws may require that some of the information or communications that the Parties send to each other should be in writing. The Parties agree, for the purposes of this DPA, that communication between them will mainly be electronic and that the Parties will contact each other by e-mail. For contractual purposes, the Parties agree to this electronic means of communication and the Parties acknowledge that all contracts, notices, information and other communications provided by one Party to the other electronically comply with any legal requirement that such communications be in writing.   
        
12.2.       Rights and remedies. Except as expressly provided in the Agreement, the rights and remedies provided under this DPA are in addition to, and not exclusive of, any rights or remedies provided by law.  
         
12.3.       No partnership or agency. Nothing in the DPA is intended to, or shall be deemed to, establish any partnership or joint venture between any of the Parties, constitute any Party the agent of another Party, or authorize any Party to make or enter into any commitments for or on behalf of any other Party. Each Party confirms it is acting on its own behalf and not for the benefit of any other person.     
      
12.4.       Transfer of rights and obligations. Neither Party shall transfer, assign or otherwise deal in the DPA, or any of its rights and obligations under this DPA, other than to an assignee of that Party's rights and obligations under the Agreement.           
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12.5.       Termination. The term of this DPA shall remain in full force and effect so long as Abstract continues to provide the Services to Customer under the Agreement.     
      
12.6.       Breach.  Any breach of this DPA which remains uncured for thirty (30) days or such other period as agreed by the Parties will be a material breach of the Agreement.
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12.7.       Section Headings. The section headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this DPA.    
       
12.8.       Waiver. No forbearance or delay by either Party in enforcing its rights shall prejudice or restrict the rights of that Party, and no waiver of any such rights or any breach of any contractual terms shall be deemed to be a waiver of any other right or of any later breach.         
 
12.9.       Variation. No variation of this DPA shall be effective unless it is in writing and signed by the Parties (or their authorized representatives).         

12.10.      Severability. If any provision of the DPA is judged to be illegal or unenforceable, the continuation in full force and effect of the remainder of the provisions of the DPA shall not be prejudiced.         

12.11.       Choice of Law.  The Parties agree that this DPA and any disputes arising hereunder will be construed and enforced under the choice of law and jurisdiction provisions set forth in the Agreement. 

‍Schedule 1

MODULE TWO

STANDARD CONTRACTUAL CLAUSES
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‍SECTION I
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‍Clause 1

‍Purpose and scope

‍(a)   The purpose of these standard contractual clauses is to ensure compliance with the requirements of 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 (General Data Protection Regulation)  for the transfer of personal data to a third country.
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(b)   The Parties:
                                   
        (i)       the natural or legal person(s), public authority/ies, agency/ies or other body/ies (hereinafter ‘entity/ies’) transferring the personal data, as listed in Annex I.A (hereinafter each ‘data exporter’), and                                  
        (ii)       the entity/ies in a third country receiving the personal data from the data exporter, directly or indirectly via another entity also Party to these Clauses, as listed in Annex I.A (hereinafter each ‘data importer’) have agreed to these standard contractual clauses(hereinafter: ‘Clauses’).

(c)   These Clauses apply with respect to the transfer of personal data as specified in Annex I.B.

(d)   The Appendix to these Clauses containing the Annexes referred to therein forms an integral part of these Clauses.

‍Clause 2
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‍Effect and invariability of the Clauses

‍(a)   These Clauses set out appropriate safeguards, including enforceable data subject rights and effective legal remedies, pursuant to Article 46(1) and Article 46(2)(c) of Regulation (EU) 2016/679 and, with respect to data transfers from controllers to processors and/or processors to processors, standard contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679, provided they are not modified, except to select the appropriate Module(s) or to add or update information in the Appendix. This does not prevent the Parties from including the standard contractual clauses laid down in these Clauses in a wider contract and/or to add other clauses or additional safeguards, provided that they do not contradict, directly or indirectly, these Clauses or prejudice the fundamental rights or freedoms of data subjects. 

(b)   These Clauses are without prejudice to obligations to which the data exporter is subject by virtue of Regulation (EU) 2016/679.

‍Clause 3
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‍Third-party beneficiaries
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‍(a)   Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, with the following exceptions:
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        (i)             Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;
        (ii)            Clause 8.1(b), 8.9(a), (c), (d) and (e);
        (iii)           Clause 9(a), (c), (d) and (e);
        (iv)           Clause 12(a), (d) and (f);
        (v)            Clause 13;
        (vi)           Clause 15.1(c), (d) and (e);
        (vii)          Clause 16(e);
        (viii)         Clause 18(a) and (b).

(b)   Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.

‍Clause 4
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‍Interpretation

‍(a)   Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that Regulation.

(b)   These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679.

(c)   These Clauses shall not be interpreted in a way that conflicts with rights and obligations provided for in Regulation (EU) 2016/679.

‍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 area greed 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.B.

Clause 7

Docking clause

‍(a)   An entity that is not a Party to these Clauses may, with the agreement of the Parties, accede to these Clauses at any time, either as a data exporter or as a data importer, by completing the Appendix and signing Annex I.A.

(b)   Once it has completed the Appendix and signed Annex I.A, the acceding entity shall become a Party to these Clauses and have the rights and obligations of a data exporter or data importer in accordance with its designation in Annex I.A.(c)   The acceding entity shall have no rights or obligations arising under these Clauses from the period prior to becoming a Party.

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 organizational measures, to satisfy its obligations under these Clauses.

‍8.1  Instructions

‍(a)   The data importer shall process the personal data only on documented instructions from the data exporter. The data exporter may give such instructions throughout the duration of the contract.(b)   The data importer shall immediately inform the data exporter if it is unable to follow those 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.B, 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.B. 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 Clause14(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

‍(a)   The data importer and, during transmission, also the data exporter shall implement appropriate technical and organizational measures to ensure the security of the data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorized disclosure or access to that data(hereinafter ‘personal data breach’). In assessing the appropriate level of security, the Parties shall take due account of the state of the art, the costs of implementation, the nature, scope, context and purpose(s) of processing and the risks involved in the processing for the data subjects. The Parties shall in particular consider having recourse to encryption or pseudonymization, including during transmission, where the purpose of processing can be fulfilled in that manner. In case of pseudonymization, the additional information for attributing the personal data to a specific data subject shall, where possible, remain under the exclusive control of the data exporter. In complying with its obligations under this paragraph, the data importer shall at least implement the technical and organizational measures specified in Annex II. The data importer shall carry out regular checks to ensure that these measures continue to provide an appropriate level of security.

(b)   The data importer shall grant access to the personal data to members of its personnel only to the extent strictly necessary for the implementation, management and monitoring of the contract. It shall ensure that persons authorized to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

(c)   In the event of a personal data breach concerning personal data processed by the data importer under these Clauses, the data importer shall take appropriate measures to address the breach, including measures to mitigate its adverse effects. The data importer shall also notify the data exporter without undue delay after having become aware of the breach. Such notification shall contain the details of a contact point where more information can be obtained, a description of the nature of the breach (including, where possible, categories and approximate number of data subjects and personal data records concerned), its likely consequences and the measures taken or proposed to address the breach including, where appropriate, measures to mitigate its possible adverse effects. Where, and in sofar as, it is not possible to provide all information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay.(d)   The data importer shall cooperate with and assist the data exporter to enable the data exporter to comply with its obligations under Regulation (EU) 2016/679, in particular to notify the competent supervisory authority and the affected data subjects, taking into account the nature of processing and the information available to the data importer.

‍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.B.

‍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 benefiting 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 defense 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

‍(a)   The data importer shall promptly and adequately deal with enquiries from the data exporter that relate to the processing under these Clauses.

(b)   The Parties shall be able to demonstrate compliance with these Clauses. In particular, the data importer shall keep appropriate documentation on the processing activities carried out on behalf of the data exporter.

(c)   The data importer shall make available to the data exporter all information necessary to demonstrate compliance with the obligations set out in these Clauses and at the data exporter’s request, allow for and contribute to audits of the processing activities covered by these Clauses, at reasonable intervals or if there are indications of non-compliance. In deciding on a review or audit, the data exporter may take into account relevant certifications held by the data importer.

(d)   The data exporter may choose to conduct the audit by itself or mandate an independent auditor. Audits may include inspections at the premises or physical facilities of the data importer and shall, where appropriate, be carried out with reasonable notice.

(e)   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

‍(a)   The data importer has the data exporter’s general authorization for the engagement of sub-processor(s)from an agreed list. The data importer shall specifically inform the data exporter in writing of any intended changes to that list through the addition or replacement of sub-processors at least thirty (30) days in advance, thereby giving the data exporter sufficient time to be able to object to such changes prior to the engagement of the sub-processor(s). The data importer shall provide the data exporter with the information necessary to enable the data exporter to exercise its right to object.

(b)   Where the data importer engages a sub-processor to carry out specific processing activities (on behalf of the data exporter), it shall do so by way of a written contract that provides for, in substance, the same data protection obligations as those binding the data importer under these Clauses, including in terms of third-party beneficiary rights for data subjects. The Parties agree that, by complying with this Clause, the data importer fulfills its obligations under Clause 8.8. The data importer shall ensure that the sub-processor complies with the obligations to which the data importer is subject pursuant to these Clauses.

(c)   The data importer shall provide, at the data exporter’s request, a copy of such a sub-processor agreement and any subsequent amendments to the data exporter. To the extent necessary to protect business secrets or other confidential information, including personal data, the data importer may redact the text of the agreement prior to sharing a copy.

(d)   The data importer shall remain fully responsible to the data exporter for the performance of the sub-processor’s obligations under its contract with the data importer. The data importer shall notify the data exporter of any failure by the sub-processor to fulfill its obligations under that contract.

(e)   The data importer shall agree a third-party beneficiary clause with the sub-processor whereby – in the event the data importer has factually disappeared, ceased to exist in law or has become insolvent – the data exporter shall have the right to terminate the sub-processor contract and to instruct the sub-processor to erase or return the personal data.

‍Clause 10

Data subject rights

‍(a)   The data importer shall promptly notify the data exporter of any request it has received from a data subject. It shall not respond to that request itself unless it has been authorized to do so by the data exporter.

(b)   The data importer shall assist the data exporter in fulfilling its obligations to respond to data subjects’ requests for the exercise of their rights under Regulation (EU)2016/679. In this regard, the Parties shall set out in Annex II the appropriate technical and organizational measures, taking into account the nature of the processing, by which the assistance shall be provided, as well as the scope and the extent of the assistance required.

(c)   In fulfilling its obligations under paragraphs (a) and (b), the data importer shall comply with the instructions from the data exporter.

‍Clause 11

‍Redress

‍(a)   The data importer shall inform data subjects in a transparent and easily accessible format, through individual notice or on its website, of a contact point authorised to handle complaints. It shall deal promptly with any complaints it receives from a data subject.

(b)    In case of a dispute between a data subject and one of the Parties as regards compliance with these Clauses, that Party shall use its best efforts to resolve the issue amicably in a timely fashion. The Parties shall keep each other informed about such disputes and, where appropriate, cooperate in resolving them.

(c)   Where the data subject invokes a third-party beneficiary right pursuant to Clause 3, the data importer shall accept the decision of the data subject to:             

        i       lodge a complaint with the supervisory authority in the Member State of his/her habitual residence or place of work, or the competent supervisory authority pursuant to Clause 13;                                                 

        ii      refer the dispute to the competent courts within the meaning of Clause 18.

(d)   The Parties accept that the data subject may be represented by a not-for-profit body, organization or association under the conditions set out in Article 80(1) of Regulation (EU)2016/679.

(e)   The data importer shall abide by a decision that is binding under the applicable EU or Member State law.

(f)    The data importer agrees that the choice made by the data subject will not prejudice his/her substantive and procedural rights to seek remedies in accordance with applicable laws.

‍Clause 12

‍Liability

‍(a)   Each Party shall be liable to the other Party/ies for any damages it causes the other Party/ies by any breach of these Clauses.

(b)   The data importer shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data importer or its sub-processor causes the data subject by breaching the third-party beneficiary rights under these Clauses.

(c)   Notwithstanding paragraph (b), the data exporter shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data exporter or the data importer (or its sub-processor) causes the data subject by breaching the third-party beneficiary rights under these Clauses. This is without prejudice to the liability of the data exporter and, where the data exporter is a processor acting on behalf of a controller, to the liability of the controller under Regulation (EU) 2016/679or Regulation (EU) 2018/1725, as applicable.

(d)   The Parties agree that if the data exporter is held liable under paragraph (c) for damages caused by the data importer (or its sub-processor), it shall be entitled to claim back from the data importer that part of the compensation corresponding to the data importer’s responsibility for the damage.

(e)   Where more than one Party is responsible for any damage caused to the data subject as a result of a breach of these Clauses, all responsible Parties shall be jointly and severally liable and the data subject is entitled to bring an action in court against any of these Parties.

(f)    The Parties agree that if one Party is held liable under paragraph (e), it shall be entitled to claim back from the other Party/ies that part of the compensation corresponding to its/their responsibility for the damage.

(g)   The data importer may not invoke the conduct of a sub-processor to avoid its own liability.

‍Clause 13

‍Supervision

‍(a)   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.C, shall act as competent supervisory authority.

(b)   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 OBLIGATIONS IN CASE OF ACCESS BY PUBLIC AUTHORITIES

‍Clause 14

‍Local laws and practices affecting compliance with the Clauses

‍(a)   The Parties warrant that they have no reason to believe that the laws and practices in the third country of destination applicable to the processing of the personal data by the data importer, including any requirements to disclose personal data or measures authorizing access by public authorities, prevent the data importer from fulfilling its obligations under these Clauses. This is based on the understanding that laws and practices that respect the essence of the fundamental rights and freedoms and do not exceed what is necessary and proportionate in a democratic society to safeguard one of the objectives listed in Article 23(1) of Regulation (EU) 2016/679, are not in contradiction with these Clauses.

(b)   The Parties declare that in providing the warranty in paragraph (a), they have taken due account in particular of the following elements:                                                  

        i       the specific circumstances of the transfer, including the length of the processing chain, the number of actors involved and the transmission channels used; intended onward transfers; the type of recipient; the purpose of processing; the categories and format of the transferred personal data; the economic sector in which the transfer occurs; the storage location of the data transferred;                                                 
        
        ii       the laws and practices of the third country of destination–including those requiring the disclosure of data to public authorities or authorizing access by such authorities – relevant in light of the specific circumstances of the transfer, and the applicable limitations and safeguards;                                                

        iii       any relevant contractual, technical or organizational safeguards put in place to supplement the safeguards under these Clauses, including measures applied during transmission and to the processing of the personal data in the country of destination.

(c)   The data importer warrants that, in carrying out the assessment under paragraph (b), it has made its best efforts to provide the data exporter with relevant information and agrees that it will continue to cooperate with the data exporter in ensuring compliance with these Clauses.

(d)   The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on request.(e)   The data importer agrees to notify the data exporter promptly if, after having agreed to these Clauses and for the duration of the contract, it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under paragraph (a), including following a change in the laws of the third country ora measure (such as a disclosure request) indicating an application of such laws in practice that is not in line with the requirements in paragraph (a).

(f)    Following a notification pursuant to paragraph (e), or if the data exporter otherwise has reason to believe that the data importer can no longer fulfill its obligations under these Clauses, the data exporter shall promptly identify appropriate measures(e.g. technical or organizational measures to ensure security and confidentiality)to be adopted by the data exporter and/or data importer to address the situation. The data exporter shall suspend the data transfer if it considers that no appropriate safeguards for such transfer can be ensured, or if instructed by the competent supervisory authority to do so. In this case, the data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses. If 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. Where the contract is terminated pursuant to this Clause, Clause 16(d) and (e) shall apply.

‍Clause 15

‍Obligations of the data importer incase of access by public authorities

15.1  Notification

‍(b)   The data importer agrees to notify the data exporter and, where possible, the data subject promptly (if necessary with the help of the data exporter) if it:            

        i       receives a legally binding request from a public authority, including judicial authorities, under the laws of the country of destination for the disclosure of personal data transferred pursuant to these Clauses; such notification shall include information about the personal data requested, the requesting authority, the legal basis for the request and the response provided; or                                                 

        ii       becomes aware of any direct access by public authorities to personal data transferred pursuant to these Clauses in accordance with the laws of the country of destination; such notification shall include all information available to the importer.

(c)   If the data importer is prohibited from notifying the data exporter and/or the data subject under the laws of the country of destination, the data importer agrees to use its best efforts to obtain a waiver of the prohibition, with a view to communicating as much information as possible, as soon as possible. The data importer agrees to document its best efforts in order to be able to demonstrate them on request of the data exporter.

(d)   Where permissible under the laws of the country of destination, the data importer agrees to provide the data exporter, at regular intervals for the duration of the contract, with as much relevant information as possible on the requests received (in particular, number of requests, type of data requested, requesting authority/ies, whether requests have been challenged and the outcome of such challenges, etc.).

(e)   The data importer agrees to preserve the information pursuant to paragraphs (a) to (c) for the duration of the contract and make it available to the competent supervisory authority on request.

(f)    Paragraphs (a) to (c) are without prejudice to the obligation of the data importer pursuant to Clause 14(e) and Clause 16 to inform the data exporter promptly where it is unable to comply with these Clauses.

‍15.2  Review of legality and data minimisation

‍(a)   The data importer agrees to review the legality of the request for disclosure, in particular whether it remains within the powers granted to the requesting public authority, and to challenge the request if, after careful assessment, it concludes that there are reasonable grounds to consider that the request is unlawful under the laws of the country of destination, applicable obligations under international law and principles of international comity. The data importer shall, under the same conditions, pursue possibilities of appeal. When challenging a request, the data importer shall seek interim measures with a view to suspending the effects of the request until the competent judicial authority has decided on its merits. It shall not disclose the personal data requested until required to doso under the applicable procedural rules. These requirements are without prejudice to the obligations of the data importer under Clause 14(e).

(b)   The data importer agrees to document its legal assessment and any challenge to the request for disclosure and, to the extent permissible under the laws of the country of destination, make the documentation available to the data exporter. It shall also make it available to the competent supervisory authority on request.

(c)   The data importer agrees to provide the minimum amount of information permissible when responding to a request for disclosure, based on a reasonable interpretation of the request.

SECTION IV – FINAL PROVISIONS

‍Clause 16

‍Non-compliance with the Clauses and termination

‍(a)   The data importer shall promptly inform the data exporter if it is unable to comply with these Clauses, for whatever reason.

(b)   In the event that the data importer is in breach of these Clauses or unable to comply with these Clauses, the data exporter shall suspend the transfer of personal data to the data importer until compliance is again ensured or the contract is terminated. This is without prejudice to Clause 14(f).

(c)   The data exporter shall been titled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses, where:                                      

        i       the data exporter has suspended the transfer of personal data to the data importer pursuant to paragraph (b) and compliance with these Clauses is not restored within a reasonable time and in any event within one month of suspension;  
        ii        the data importer is in substantial or persistent breach of these Clauses; or

        iii       the data importer fails to comply with a binding decision of a competent court or supervisory authority regarding its obligations under these Clauses. 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.

(d)   Personal data that has been transferred prior to the termination of the contract pursuant to paragraph (c)shall at the choice of the data exporter immediately be returned to the data exporter or deleted in its entirety. The same shall apply to any copies of the data. The data importer shall certify the deletion of the data to the data exporter. 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 the return or deletion of the transferred personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process the data to the extent and for as long as required under that local law.

(e)   Either Party may revoke its agreement to be bound by these Clauses where (i) the European Commission adopts a decision pursuant to Article 45(3) of Regulation (EU) 2016/679 that covers the transfer of personal data to which these Clauses apply; or (ii) Regulation(EU) 2016/679 becomes part of the legal framework of the country to which the personal data is transferred. This is without prejudice to other obligations applying to the processing in question under Regulation (EU) 2016/679.

‍Clause 17

‍Governing law

‍These Clauses shall be governed by the law of one of the EU Member States, provided such law allows for third-party beneficiary rights. The Parties agree that this shall be the law of Ireland.

‍Clause 18

‍Choice of forum and jurisdiction

‍(a)   Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State.

(b)   The Parties agree that those shall be the courts of Ireland.

(c)   A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of the Member State in which he/she has his/her habitual residence.

(d)   The Parties agree to submit themselves to the jurisdiction of such courts.

‍ANNEX I

‍
A.   LIST OF PARTIES

Data exporter(s)

Role: Controller

‍Customer on behalf of its affiliates and subsidiaries

Address: ____________________________________
‍
Contact person’s name, position and contact details: _________________________________

_______________________________________

_______________________________________
‍
Activities relevant to the data transferred under these Clauses: Processing of Personal Data in connection with the underlying written or electronic agreement between Customer and Abstract.

_____________________________                     ____________________________
Signature                                                     Date


Data importer

Role: Processor

‍Abstract Studio Design, Inc.

3909 S Maryland Pkwy,  Suite 114, Las Vegas NV 89119, USA

Data Protection Office: c/o Chief Information Security Officer security@abstract.com

Activities relevant to the data transferred under these Clauses: Processing of Personal Data in connection with the underlying written or electronic agreement between Customer and Abstract.

_____________________________                     ____________________________
Signature                                                      Date

B.   DESCRIPTION OF TRANSFER
‍
1. Categories of data subjects whose personal data is transferred:

‍Customer’s Authorized Users, and any other persons authorised by the Customer to access and use the Services, including employees and independent contractors.

2. Categories of personal data transferred:

‍Names, email addresses, geographic locations, and any other personal data provided by Customer in connection with its use of the Services.

3. Sensitive data transferred (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:

‍N/A

4. The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis):

‍At User registration, as often as User logs in to the application, and as frequently as necessary for the use of and provision of the Services.

‍5. Nature of the processing:

Collection, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
‍
6. Purpose(s) of the data transfer and further processing:

‍In support of the provision and use of the Services by Customer and its Authorized Users.

7. The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period:

‍Subject to the “Return and Deletion of Personal Data” section of this Agreement we will Process Personal Data for the duration of the underlying written or electronic agreement between Customer and Abstract, unless otherwise agreed in writing.

8. For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing:

Per section 6 above, the sub-processor will Process Personal Data as necessary to perform the services pursuant to the underlying written or electronic agreement between Customer and Abstract and as further instructed by Customer.  Per section 7 above, subject to the “Return and Deletion of Personal Data” section of this Agreement, sub-processor we will Process Personal Data for the duration of the underlying written or electronic agreement between Customer and Abstract, unless otherwise agreed in writing.

‍C.  COMPETENT SUPERVISORY AUTHORITY

‍Identify the competent supervisory authority/ies in accordance with Clause 13

The Irish DPC shall be the competent Supervisory Authority. 

ANNEX II

‍TECHNICAL AND ORGANIZATIONAL MEASURES INCLUDING TECHNICAL AND ORGANIZATIONAL MEASURES TOENSURE THE SECURITY OF THE DATA The Data Importer will maintain the technical and organizational measures set forth on Exhibit 1.   ‍ 

Exhibit 1

SECURITY EXHIBIT




This Exhibit prescribes the minimum information security standards that Abstract, its subcontractors, agents and/or assigns must meet and maintain in order to protect Customer Information and Customer systems during the term of the Agreement and for any period thereafter during which Abstract, its subcontractors, agents and/or its assigns has possession of or access to any Customer Information and/or Customer systems. In the event of any inconsistencies between this Exhibit and the Agreement, this Exhibit will prevail.

Definitions. For the purpose of this Exhibit, the following terms and those defined in the body of this Exhibit apply.

“Customer Information” means any data, information, content or records, regardless of the media in which they are contained, that may be disclosed to, accessed by, or are in the care, custody or control of Abstract which are (i) provided to Abstract by or on behalf of Customer or (ii)otherwise Processed by Abstract on behalf of Customer in connection with the performance of the Agreement.

“Information Protection Laws” means all applicable data privacy, data protection, and cybersecurity laws, rules, regulations, codes of conduct, and standards to which the Customer Information are subject.

“Process” or “Processing” means any operation or set of operations which is performed on Customer Information, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination, or otherwise making available in any form, merging, linking as well as blocking,  erasure, or destruction of Customer Information.

“Security Incident(s)” means the breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Information.

1.       Abstract’s Information Security Program. Abstract shall maintain an information security program (“Information Security Program”) that: (i) protects Customer Information and ensures the confidentiality, integrity and availability of Customer Information; (ii) is aligned with an industry recognized framework; (iii) is consistent with industry standard practices;(iv) includes commercially reasonable administrative, technical and physical safeguards; and (v) complies with Information Protection Laws. At a minimum, the Information Security Program shall include:            

1.1.       Information Security Policy.  Abstract shall maintain a comprehensive, written information security policy applicable to all authorized personnel including, but not limited to, Abstract’s employees and subcontractors that have access to or otherwise Process Customer Information (“Authorized Personnel”).              

1.2.       Policy Delivery and Training.  Abstract shall ensure that all Authorized Personnel: (i) are advised of and comply with the provisions of this Exhibit and (ii) complete information security awareness and data privacy training after being onboarded, with annual refresher training.             

1.3.       Asset Management. Supplier shall maintain asset management policies, procedures, and controls in accordance with industry standard practices.            

1.4.       Access Control, including System Authentication and Authorization. Abstract shall maintain access control, authentication, and authorization policies, procedures, and controls in accordance with industry standard practices. Abstract shall limit access to Customer Information to those Authorized Personnel with a need-to-know. Abstract shall monitor and log access to ensure that Authorized Personnel entitled to use a data processing system or application have access only to the Customer Information to which they have a right of access, and that the Customer Information is not read, copied, modified, or removed without authorization.            

1.5.       Encryption. Abstract shall utilize industry standard encryption technologies with respect to Customer Information. Customer Information shall be encrypted in-transit and at rest.            

1.6.       Password Management. Abstract shall maintain a password management policy that ensures strong passwords consistent with industry standard practices.            

1.7.       Physical and Environmental Security. Abstract shall maintain physical and environmental security policies, procedures, and controls in accordance with industry standard practices. At a minimum such policies and procedures shall cover: (i) facility access and visitor protocols; and (ii) paper handling.            

1.8.       Operations Security. Abstract shall maintain operational security policies, procedures, and controls in accordance with industry standard practices. At a minimum, such policies and procedures shall cover and such controls shall include: (i) ensuring Customer Information is logically and segregated; (ii) firewalls; (iii) network intrusion detection;(iv) regularly updated anti-virus software; (v) application of security patches in accordance with industry standards; (vi) commercially reasonable vulnerability scans; (vii) monitoring for unauthorized access, within Abstract’s network and/or applications, to ensure that unauthorized persons, computers, computer programs or networks do not have access to or use of Customer Information; and (viii) an annual penetration test of Abstract’s key systems and applications carried out by an independent third-party. Upon request, Abstract shall provide a copy of the executive summary to the penetration test results to Customer.            

1.9.       System Acquisition, Development and Maintenance. Abstract shall: (i) use separate physical and logical development/test and production environments and databases; (ii) maintain written change management and secure application/system development procedures; and (iii) maintain tools or services to identify malicious programming and code.         

1.10.       Abstract Relationships.  Where a transfer or disclosure of Customer Information to a subcontractor is to be made in accordance with the requirements set forth in the Agreement, Abstract shall (i) conduct an assessment of the subcontractor’s capabilities to comply with this Exhibit and (ii) execute a written agreement with the subcontractor that requires the subcontractor to provide the same or a substantially similar level of protection for Customer Information as set forth in this Exhibit. Abstract shall remain fully liable to Customer for the acts and omissions of any subcontractor which Processes Customer Information.         

1.11.       Incident Management.                              

1.11.1.       Incident Response Plan.   Abstract shall deploy and follow policies and procedures to detect, respond to, and otherwise address Security Incidents including procedures to (i) identify and respond to reasonably suspected or known Security Incidents, mitigate harmful effects of Security Incidents, document Security Incidents and their outcomes, and (ii) restore the availability or access to Customer Personal Data in a timely manner. Upon request, Abstract shall provide Customer with a copy of its incident response plan.                             

1.11.2.       Reporting and Remediation.

a)    Abstract agrees to provide written notice without undue delay (but in no event longer than seventy-two (72) hours) to Customer if Abstract knows or reasonably suspects that a Security Incident has taken place. Such notice will include all available details required under Information Protection Laws for Customer to comply with its own notification obligations to regulatory authorities or individuals affected by the Security Incident.

b)    Abstract shall: investigate, mitigate, remediate and take any other action it deems necessary regarding the Security Incident and provide Customer with reasonable assistance regarding any dispute, inquiry, investigation or claim concerning the Security Incident. In the event of a Security Incident, Customer has the right to control the breach notification process. Customer is responsible for any costs and expenses incurred by Customer in connection with the Security Incident, including: (1) the cost of preparing and delivering notices to affected individuals; (2) the cost of providing credit monitoring services or other credits or benefits extended to affected individuals; (3) reasonable attorneys’ fees associated with investigation, remediation and response; (4) liability to third parties that Customer incurs in connection with the Security Incidents (such as amounts paid or for which Customer is liable to third parties in tort or arising out of contracts); and (5) labor and subcontractor costs, including employee time spent and additional costs incurred in connection with call center support.

c)     Abstract shall maintain appropriate cybersecurity insurance and appropriate Security Incident liability coverage adequate to cover estimated costs associated with a Security Incident of the total number and character of Customer Information records that it Processes or accesses.

d)    Except for counsel and incident response advisors/providers, Abstract may not issue, publish, or make available to any third party any press release or other communication concerning the Security Incident in a manner that directly or indirectly references Customer without Customer’s prior approval.          

1.12.       Business Continuity Management.                               

1.12.1.       Backup. Abstract shall maintain an industry standard backup system and backup of Customer Information at a secure offsite facility to facilitate timely recovery of Customer Information in the event of a service interruption. Abstract shall conduct regular restoration testing to ensure that Customer Information can be recovered. Abstract shall ensure that the backup system is secured and all Customer Information held on it is encrypted.                              

1.12.2.       Disaster Recovery and Business Continuity Plans.  Abstract shall maintain appropriate disaster recovery and business continuity plans consistent with industry best practices.

1.13.       Audit. Upon Customer’s written request, Abstract shall allow Customer (or its third-party representative) to audit Abstract’s compliance with this Exhibit, including its Information Security Program, at least once per year, with thirty (30) days advance notice, at the Customer’s sole expense unless outlined otherwise in this exhibit. The audit may include, but is not limited to, requiring Abstract, at its own expense, to complete a written information security questionnaire regarding Abstract’s Information Security Program. In addition to any other audit obligation of Abstract under this Exhibit, Abstract will provide all assistance reasonably required by Customer to enable Customer to respond to, comply with or otherwise resolve any request, question or complaint received by Customer from (i) any individual whose personal information is Processed by Abstract on behalf of Customer, and/or (ii) any applicable government or data protection authority including, without limitation, providing Customer, a Customer representative or governmental authority reasonable access to its internal practices, databases and other records relating to the Customer Information and Abstract’s related obligations under this Agreement.  In the event that any such request, question or complaint, or any court or administrative order is sent directly to Abstract, Abstract shall immediately notify Customer, providing full details of the same.

1.14.      Customer Information Retention and Deletion.
                              
1.14.1.       Customer Information Retention. Abstract will not store or retain any Customer Information except as necessary to perform the contracted services under the Agreement.                              

1.14.2.       Customer Information Deletion. Abstract will abide by the following with respect to deletion of Customer Information:

a)    At ninety (90) calendar days of the Agreement’s expiration or termination, or sooner if requested by Customer, Abstract will securely destroy (per subsection (c) below) all copies of Customer Information (including automatically created archival copies).

b)    Upon Customer’s request, Abstract will promptly return to Customer a copy of all Customer Information within thirty (30) days and, following such return, will also delete all Customer Information as set forth above.

c)     Customer Information shall be disposed of in a method that prevents any recovery of the information in accordance with industry best practices for shredding of physical documents and wiping of electronic media.

d)    Upon Customer’s request, Abstract will provide a “Certificate of Deletion” certifying that Abstract has deleted all Customer Information. Abstract will provide the “Certificate of Deletion” within thirty (30) days of Customer’s request.

1.15.       Survival. Abstract’s obligation to protect Customer Information will continue following any termination or expiration of the Agreement until all Customer Information has been permanently and completely destroyed or deleted, including from any back-up or other databases.