BACKGROUND

The Customer, as used herein, refers to the Advertiser that is the contracting party to an Ai Media Group Internet Advertising Program – General Terms and Conditions (the “Terms of Service Agreement”), and an Ai Media Group Internet Advertising Order and Payment Authorization (the “IO”). If the Terms of Service Agreement and IO require Ai Media Group to process Personal Data on behalf of the Customer, the terms and conditions of this Data Processing Agreement shall apply.

This Data Processing Agreement (Agreement) sets out the additional terms, requirements and conditions on which Ai Media Group will process Personal Data when providing services under the Terms of Service Agreement pursuant to an IO placed by the Customer. This Agreement contains the mandatory clauses applicable to Personal Data subject to and required by:

(a) Article 28(3) of the General Data Protection Regulation ((EU) 2016/679) (EU GDPR) for contracts between controllers and processors;

(b) Article 28(3) of the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) (UK GDPR) for contracts between controllers and processors

AGREED TERMS

1. Definitions and interpretation

The following definitions and rules of interpretation apply in this Agreement. 

1.1 Definitions: 

Ai Media Group Affiliate means an entity that owns or controls, is owned or controlled by or is or under common control or ownership with Ai Media Group, 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.

Applicable Data Protection Law means the data protection and privacy law, if it exists on the Effective Date of this Agreement, governing the processing, storage, transfer or other use of Personal Data and privacy of certain individuals including the California Data Privacy Legislation (as applicable to Personal Data of individuals located in California under certain circumstances), the European Data Protection Legislation (as applicable to Personal Data of individuals located in the EU), and the UK GDPR (as applicable to Personal Data of individuals located in the UK), and its associated regulations, if and when in force from time to time.

Business Purposes means the services to be provided by Ai Media Group to the Customer as described in the Terms of Service Agreement and any other purpose specifically identified in Schedule 1.

California Data Privacy Legislation means the California Consumer Privacy Act (California Civil Code Sec. 1798.100 et seq., also known as the California Consumer Privacy Act of 2018), the California Privacy Rights Act (California Civil Code Sec. 1798.120 et seq., also known as the California Privacy Rights Act of 2020, in effect beginning January 1, 2023), and its associated regulations, if and when in force from time to time.
Controller: has the meaning given to it in section 6, DPA 2018.

European Data Protection Legislation means:

1. 1. all applicable data protection and privacy legislation in force from time to time in the UK including without limitation the UK GDPR; the Data Protection Act 2018 (and regulations made thereunder) (DPA 2018); the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended; and
   2. all applicable data protection and privacy legislation in force from time to time in the EU including Regulation 2016/679 of the European Parliament and of the Council 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) (EU GDPR); and Directive 2002/58/EC concerning the Processing of Personal Data and the protection of privacy in the electronic communications sector;

Data Subject: the identified or identifiable living individual to whom the Personal Data relates.

EEA means the European Economic Area.

Personal Data means any information relating to an identified or identifiable living individual that is processed by Ai Media Group on behalf of the Customer as a result of, or in connection with, the provision of the services under the Terms of Service Agreement ; an identifiable living individual is one who can be identified, directly or indire tly, in particular by reference to an identifier such as a name, identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of the individual.

Processing, processes, processed, process means any activity that involves the use of the Personal Data. It includes, but is not limited to, any operation or set of operations which is performed on the Personal Data or on sets of the Personal Data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction. Processing also includes transferring the Personal Data to third parties.

Personal Data Breach means a breach of security leading to the accidental, unauthorised or unlawful destruction, loss, alteration, disclosure of, or access to, the Personal Data.

Processor means a natural or legal person, public authority, agency or other body which processes personal data on behalf of the Controller.

Records means has the meaning given to it in Clause 12.

Standard Contractual Clauses (SCC) means the European Commission’s Standard Contractual Clauses for the transfer of Personal Data from the European Union to processors established in third countries (controller-to-processor transfers), as set out in the Annex to Commission Decision 2010/87/EU, a completed copy of which comprises Schedule 2 or such alternative clauses as may be approved by the European Commission from time to time. The SCC shall only apply to the extent that the European Data Protection Legislation governs any Personal Data.

Term means this Agreement’s term as defined in Clause 10.

UK GDPR means has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the DPA 2018.

1.2 This Agreement is subject to the terms of the Terms of Service Agreement, and is incorporated into the Terms of Service Agreement. Interpretations and defined terms set forth in the Terms of Service Agreement apply to the interpretation of this Agreement.

1.3 The Schedules and Appendixes form part of this Agreement and will have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Schedules and Appendixes

1.4 A reference to writing or written includes email.

1.5 In the case of conflict or ambiguity between:

(a) any provision contained in the body of this Agreement and any provision contained in the Appendixes, the provision in the body of this Agreement will prevail;

(b) the terms of any accompanying invoice or other documents annexed to this Agreement and any provision contained in the Appendixes, the provision contained in the Appendixes will prevail;

(c) any of the provisions of this Agreement and the provisions of the Terms of Service Agreement, the provisions of this Agreement will prevail; and

(d) if the European Data Protection Legislation is applicable, any of the provisions of this Agreement and any executed SCC, the provisions of the executed SCC will prevail.

2. Personal data types and processing purposes

2.1 The Customer and Ai Media Group agree and acknowledge that, under any Applicable Data Protection Law:

(a) the Customer is the controller and Ai Media Group is the processor.

(b) the Customer retains control of the Personal Data and remains responsible for its compliance obligations under Applicable Data Protection Law, including but not limited to providing any required notices and obtaining any required consents, and for the written processing instructions it gives to Ai Media Group.

(c) Schedule 1 describes the subject matter, duration, nature and purpose of the processing and the Personal Data categories and Data Subject types in respect of which Ai Media Group may process the Personal Data to fulfil the Business Purposes.

5. Security

5.1 Ai Media Group must at all times implement appropriate technical and organisational measures against unauthorised or unlawful processing, access, copying, modification, reproduction, display or distribution of the Personal Data, and against accidental or unlawful loss, destruction, alteration, disclosure or damage of Personal Data including, but not limited to, the security measures set out in Schedule 3.

5.2 Ai Media Group must implement such measures to ensure a level of security appropriate to the risk involved, including as appropriate:

(a) the pseudonymisation and encryption of personal data;
(b) the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services;
(c) the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident; and
(d) a process for regularly testing, assessing and evaluating the effectiveness of the security measures.

6. Personal Data Breach

6.1 Ai Media Group will without undue delay notify the Customer if it becomes aware of:

(a) the loss, unintended destruction or damage, corruption, or unpracticality of part or all of the Personal Data. Ai Media Group will restore such Personal Data at its own expense as soon as possible.
(b) any accidental, unauthorised or unlawful processing of the Personal Data; or
(c) any Personal Data Breach.

6.2 Where Ai Media Group becomes aware of (a), (b) and/or (c) above, it shall, without undue delay, also provide the Customer with the following information:

(a) description of the nature of (a), (b) and/or (c), including the categories of in-scope Personal Data and approximate number of both Data Subjects and the Personal Data records concerned;
(b) the likely consequences; and
(c) a description of the measures taken or proposed to be taken to address (a), (b) and/or (c), including measures to mitigate its possible adverse effects.

6.3 Immediately following any accidental, unauthorised or unlawful Personal Data processing or Personal Data Breach, the parties will co-ordinate with each other to investigate the matter. Further, Ai Media Group will reasonably co-operate with the Customer at no additional cost to the Customer, in the Customer’s handling of the matter, including but not limited to:

(a) assisting with any investigation;
(b) providing the Customer with physical access to any facilities and operations affected;
(c) making available all relevant records, logs, files, data reporting and other materials required to comply with any Applicable Data Protection Law or as otherwise reasonably required by the Customer; and
(d) taking reasonable and prompt steps to mitigate the effects and to minimise any damage resulting from the Personal Data Breach or accidental, unauthorised or unlawful Personal Data processing.

6.4 Ai Media Group will not inform any third party of any accidental, unauthorised or unlawful processing of all or part of the Personal Data and/or a Personal Data Breach without first obtaining the Customer’s written consent, except when required to do so by domestic law.

6.5 Ai Media Group agrees that the Customer has the sole right to determine whether to provide notice of the accidental, unauthorised or unlawful processing and/or the Personal Data Breach to any Data Subjects, in-scope regulators, law enforcement agencies or others, as required by law or regulation or in the Customer’s discretion, including the contents and delivery method of the notice.

7. Cross-border transfers of personal data

7.1 Customer consents to Ai Media Group (and its subcontractors) transferring and otherwise processing the Personal Data outside the EEA on the basis that the parties by signing up to this Agreement are also agreeing to enter into the SCC at Schedule 2. In addition to the parties’ agreement to the SCC, and prior to the transfer of any Personal Data the parties shall make an assessment of whether the legal framework of the country outside the EEA where the processing is taking place and the security measures in place proves an adequate level or protection taking into account the types of Personal Data being processed. Together the agreement to the SCC’s and the risk based assessment shall ensure the transfer between Customer and Ai Media Group is a valid cross-border transfer under the European Data Protection Legislation, and that Ai Media Group (and, where appropriate, the Customer) can ensure that appropriate safeguards are in place to ensure an adequate level of protection with respect to the privacy rights of individuals as required by Article 46 of the UK GDPR and EU GDPR.

7.2 The parties will complete all relevant details in, the SCC contained in Schedule 2 and take all other actions required to legitimise the transfer.

7.3 If the Customer consents to appointment by Ai Media Group of a subcontractor located outside the EEA in compliance with the provisions of clause 8, then the Customer authorises Ai Media Group to carry out the risk based assessment of adequacy and enter into SCC contained in Schedule 2 with the subcontractor in the Customer’s name and on its behalf. Ai Media Group will make the executed SCC with the subcontractor available to the Customer on request.

8. Subcontractors

8.1 Other than those subcontractors as set out in Schedule 1, or otherwise agreed in writing by the Customer Ai Media Group may not authorise any other third party or subcontractor to process the Personal Data.

8.2 Those subcontractors approved as at the commencement of this Agreement are as set out in Schedule 1. Ai Media Group must list all approved subcontractors in Schedule 1 and include any subcontractor’s name and location and the contact information for the person responsible for privacy and data protection compliance.

8.3 Where the subcontractor fails to fulfill its obligations under the written agreement with Ai Media Group which contains terms substantially the same as those set out in this Agreement, Ai Media Group remains fully liable to the Customer for the subcontractor’s performance of its agreement obligations.

8.4 The Parties agree that Ai Media Group will be deemed to control legally any Personal Data controlled practically by or in the possession of its subcontractors.

9. Complaints, data subject requests and third-party rights

9.1 Ai Media Group must, at no additional cost to the Customer, take such technical and organisational measures as may be appropriate, and promptly provide such information to the Customer as the Customer may reasonably require, to enable the Customer to comply with:

(a) the rights of Data Subjects under any Applicable Data Protection Law, including subject access rights, the rights to rectify, port and erase personal data, object to the processing and automated processing of personal data, and restrict the processing of personal data; and
(b) information or assessment notices served on the Customer by the regulator under the Data Protection Legislation.

9.2 Ai Media Group must notify the Customer immediately in writing if it receives any complaint, notice or communication that relates directly or indirectly to the processing of the Personal Data or to either party’s compliance with Applicable Data Protection Law.

9.3 Ai Media Group must notify the Customer within [seven] days if it receives a request from a Data Subject for access to their Personal Data or to exercise any of their other rights under Applicable Data Protection Law.

9.4 Ai Media Group will give the Customer, at no additional cost to the Customer, its full co-operation and assistance in responding to any complaint, notice, communication or Data Subject request.

9.5 Ai Media Group must not disclose the Personal Data to any Data Subject or to a third party other than in accordance with the Customer’s written instructions, or as required by domestic law.

10. Term and termination

10.1 This Agreement will remain in full force and effect so long as:

(a) the Terms of Service Agreement remains in effect; or
(b) Ai Media Group retains any of the Personal Data related to the Terms of Service Agreement in its possession or control (Term).

10.2 Any provision of this Agreement that expressly or by implication should come into or continue in force on or after termination of the Terms of Service Agreement in order to protect the Personal Data will remain in full force and effect.

10.3 If a change in any Data Protection Legislation prevents either party from fulfilling all or part of its Terms of Service Agreement obligations, the parties may agree to suspend the processing of the Personal Data until that processing complies with the new requirements. If the parties are unable to bring the Personal Data processing into compliance with the Data Protection Legislation within [30 days, either party may terminate the Terms of Service Agreement on not less than 20 working days written notice to the other party.

11. Data return and destruction

11.1 At the Customer’s request, Ai Media Group will give the Customer, or a third party nominated in writing by the Customer, a copy of or access to all or part of the Personal Data in its possession or control in the format and on the media reasonably specified by the Customer.

11.2 On termination of the Terms of Service Agreement for any reason or expiry of its term, or upon Customer’s request, Ai Media Group will, within the required time period (if any) set forth in the Applicable Data Protection Law, securely delete or destroy or, if directed in writing by the Customer, return and not retain, all or any of the Personal Data related to this Agreement in its possession or control, except for one copy that it may retain and use for six years for audit and regulatory] only.

11.3 If any law, regulation, or government or regulatory body requires Ai Media Group to retain any documents or materials or Personal Data that Ai Media Group would otherwise be required to return or destroy, it will notify the Customer in writing of that retention requirement, giving details of the documents, materials or Personal Data that it must retain, the legal basis for retention, and establishing a specific timeline for deletion or destruction once the retention requirement ends.

12. Records

12.1 Ai Media Group will keep detailed, accurate and up-to-date written records regarding any processing of the Personal Data, including but not limited to, the access, control and security of the Personal Data, [approved subcontractors], the processing purposes, categories of processing, any transfers of personal data to a third country and related safeguards, and a general description of the technical and organisational security measures referred to in clause 5.1 (Records).

12.2 Ai Media Group will ensure that the Records are sufficient to enable the Customer to verify Ai Media Group’s compliance with its obligations under this Agreement and Ai Media Group will provide the Customer with copies of the Records upon request.

13. Audit

13.1 At least once a year, Ai Media Group will conduct site audits of its Personal Data processing practices and the information technology and information security controls for all facilities and systems used in complying with its obligations under this Agreement, including, but not limited to, obtaining a network-level vulnerability assessment performed by a recognised third-party audit firm based on recognised industry best practices.

13.2 Ai Media Group will promptly address any exceptions noted in the audit reports with the development and implementation of a corrective action plan by Ai Media Group’s management.

14. Warranties

14.1 Ai Media Group warrants and represents that:

(a) its employees, subcontractors, agents and any other person or persons accessing the Personal Data on its behalf are reliable and trustworthy and have received the required training on Applicable Data Protection Law;
(b) it and anyone operating on its behalf will process the Personal Data in compliance with Applicable Data Protection Law;
(c) it has no reason to believe that any Applicable Data Protection Law prevents it from providing any of the Terms of Service Agreement’s contracted services; and
(d) considering the current technology environment and implementation costs, it will take appropriate technical and organisational measures to prevent the unauthorised or unlawful processing of Personal Data and the accidental loss or destruction of, or damage to, Personal Data, and ensure a level of security appropriate to:

(i) the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage;
(ii) the nature of the Personal Data protected; and
(iii) comply with all Applicable Data Protection Law and its information and security policies, including the security measures required in clause 5.1 where the European Data Protection Legislation is applicable.

14.2 The Customer warrants and represents that Ai Media Group’s expected use of the Personal Data for the Business Purposes and as specifically instructed by the Customer will comply with the Applicable Data Protection Law.

15. Notice

15.1 Any notice [or other communication] given to a party under or in connection with this Agreement must be in writing and delivered to:
For the Customer: [CUSTOMER DATA PRIVACY CONTACT]
For Ai Media Group: privacy@aimediagroup.com, with copy to Ai Media Group, LLC, One Penn Plaza, Suite 6243, New York, NY 10119, Attn: Privacy Compliance Officer

15.2 clause 15.1 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

16. Governing Law/Choice of Forum.

This Agreement will be governed by and construed in accordance with the laws of the jurisdiction governing the Terms of Service Agreement. The provisions of the Terms of Service Agreement concerning the forum for the resolution of disputes shall also govern with respect to any disputes arising out of or relating to this DPA. Notwithstanding the foregoing, to the extent the European Data Protection Legislation applies to the Personal Data of individuals located in the EEA, the provision concerning mediation, jurisdiction and governing law set forth in the SCC (Schedule 2) shall govern the portion of the dispute applicable to such Personal Data.

17. Construction; Interpretation.

This Agreement and the Terms of Service Agreement are the complete and exclusive statement of the mutual understanding of the parties and supersede and cancel all previous written and oral agreements and communications relating to the subject matter hereof. Headings contained in this Agreement are for convenience of reference only and do not form part of this Agreement.

18. Severability.

If any provision of this Agreement is adjudicated invalid or unenforceable, this Agreement will be amended to the minimum extent necessary to achieve, to the maximum extent possible, the same legal and commercial effect originally intended by the parties. To the extent permitted by applicable law, the parties waive any provision of law that would render any clause of this Agreement prohibited or unenforceable in any respect.

Schedule 1 Personal Data processing purposes and details

1. Introduction

Ai Media Group provides Customers with access to technology services that help marketing teams and their agencies create, plan, target, buy, serve, measure and/or optimise ads and campaigns.

In the course of providing those services, data relating to individuals is collected and managed by the Customer using the services provided by the AI Media platform and associated technology.

Ai Media also works with third party technology providers (sub–processors listed below) to help ensure the collection, processing and storage of Personal Data is performed in compliance with Applicable Data Protection Law.

2. Sources Of Data and How Data Is Collected

3.What Data is Passed to AI Media and how is it stored.

https://aqfer.com/solutions/by-use-case/privacy-compliance/

The Compliance Data Platform assures all the data entering and leaving AI Media is compliant with Applicable Data Protection Law.

4. Business Purpose

Personal Data is processed to enable Ai Media to report to Customer on the effectiveness of its digital advertising campaigns and to enable Customer and its marketing agency to identify target audiences who would be receptive to Customer’s digital marketing campaigns and to enable Customers to select digital advertising that are effective in generating new business.

5. Duration of Processing

6. Approved Subcontractors:

Schedule 2 Standard Contractual Clauses
(APPLICABLE ONLY WHERE USE OF PERSONAL DATA IS GOVERNED BY EUROPEAN DATA PROTECTION LEGISLATION)

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

Customer (the data exporter) and Ai Media Group (the data importer) 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.

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 (1);

(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;

(d) ‘the sub-processor’ means any processor engaged by the data importer or by any other sub-processor of the data importer who agrees to receive from the data importer or from any other sub-processor 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 organizational security measures’ means those measures aimed at protecting personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorized 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
2.1 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

(a) 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.

(b) 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.

(c) The data subject can enforce against the sub-processor 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 sub-processor shall be limited to its own processing operations under the Clauses.

(d) 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 organizational 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, unauthorized 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;

(g) to forward any notification received from the data importer or any sub-processor 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 sub-processing 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 sub-processing, the processing activity is carried out in accordance with Clause 11 by a sub-processor 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 (2)

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 organizational security measures specified in schedule 3 before processing the personal data transferred;

(d) that it will promptly notify the data exporter about:

1. 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;
2. any accidental or unauthorized access; and
3. any request received directly from the data subjects without responding to that request, unless it has been otherwise authorized 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 sub-processing, 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 sub-processing, it has previously informed the data exporter and obtained its prior written consent;

(i) that the processing services by the sub-processor will be carried out in accordance with Clause 11;

(j) to send promptly a copy of any sub-processor agreement it concludes under the Clauses to the data exporter.

Clause 6
Liability

(a) 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 sub-processor is entitled to receive compensation from the data exporter for the damage suffered.

(b) 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 sub-processor 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.

(c) The data importer may not rely on a breach by a sub-processor of its obligations in order to avoid its own liabilities.

(d) 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 sub-processor 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 sub-processor agrees that the data subject may issue a claim against the data sub-processor 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 sub-processor shall be limited to its own processing operations under the Clauses.

Clause 7
Mediation and jurisdiction

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 sub-processor, 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 sub-processor preventing the conduct of an audit of the data importer, or any sub-processor, 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
Sub-processing

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 sub-processor which imposes the same obligations on the sub-processor as are imposed on the data importer under the Clauses (3). Where the sub-processor 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 sub-processor’s obligations under such agreement.
2. The prior written contract between the data importer and the sub-processor 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 sub-processor shall be limited to its own processing operations under the Clauses.
3. The provisions relating to data protection aspects for sub-processing 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 sub-processing 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 sub-processor 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 sub-processor 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.

Appendix 1 to the Standard Contractual Clauses (Schedule 2)

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

The data exporter is Customer

Data relating to individuals is collected by the Customer using the services provided by AI Media and its sub processors, and that data is transferred to AI Media for analysis and processing.

Data importer is Ai Media Group
Data Importer and its sub processors provides Customers with access to technology services that help marketing teams and their agencies create, plan, target, buy, serve, measure and/or optimise ads and campaigns.

Data subjects
The personal data transferred concern the following categories of data subjects (please specify):

Individuals who interact with Customer’s digital marketing on a web or mobile site or call a telephone number in Customer’s digital marketing, and existing customers of contacts of the Customer whose details are held by the Customer.

Categories of data
The personal data transferred concern the following categories of data (please specify):
The types of data captured are determined by Customer and may include:

• Name,
• Email address
• Date of birth
• IP address (by default the IP address is stored anonymized)
• other online identifiers;
• Telephone/mobile number
• Location Data. These values are not precise and cannot be used to identify a
• particular address or household.
• The pixels also track and report track browsing behavior, the type of ads
• they click on, if they abandon a page or the buy flow, take a purchase action,
• fill out a lead gen form, etc.
• Browser, Browser version, Device type, Operating system, the User-Agent
• Date, time, time zone
• Pages visited (Page URLs and Page Titles)
• Screens visited
• Referrer URL
• Marketing campaign URL parameters
• Physical address,
• IP-address
• Files clicked and downloaded
• Links to an outside domain that were clicked
• Screen resolution
• Session recording storing the HTML page, and all
• mouse events (movements, scrolls, locations and clicks), and keypresses
• Search terms used on your web sites search engine
• Custom dimensions and custom variables
• Custom events
• Content pieces
• JavaScript errors
• User ID
• Ecommerce Order ID, Order Date
• Ecommerce Abandoned carts
• Media titles and URLs
• Participation in A/B tests

The types of personal data captured are determined by Customer and may include without limitation: Name, Email address, Date of birth, Telephone/mobile number, transaction history

Invoca’s tag also tracks and report browsing behavior campaign, search keyword, page views. Information also captured when call routed to Customer agent through recording and monitoring of calls.

Special categories of data (if appropriate)

The personal data transferred concern the following special categories of data (please specify):
The parties do not anticipate the transfer of special categories of data.
Processing operations
The personal data transferred will be subject to the following basic processing activities (please specify):
The data will be analyzed to establish which digital marketing had the most effective response to help the Customer marketing teams and their agencies create, plan, target, buy, serve, measure and/or optimize future ads and campaigns which may include identifying the digital profile of groups most responsive to the campaign and targeting future campaigns at a cohort with a similar digital profile.

Appendix 2 to the Standard Contractual Clauses at Schedule 2

This Appendix forms part of the Clauses.

Description of the technical and organizational security measures implemented by the data importer in accordance with Clauses 4(d) and 5(c):

See information relating to the Security Measures at Schedule 3 to the Agreement

Schedule 3 Security measures

• Ai Media Group currently observes the Security Measures described in this Schedule 3. All capitalized terms not otherwise defined herein shall have the meanings as set forth in the Customer Terms and Conditions.a) Access ControlPreventing Unauthorized Product Access
• Outsourced processing: Ai Media Group’s date processing services are hosted by outsourced cloud infrastructure providers. Ai Media Group maintains contractual relationships with those suppliers which requires them to in order to provide the hosting services in accordance with the requirements of Data Protection Legislation. Ai Media Group relies on contractual agreements, privacy policies, and supplier compliance programs in order to protect data processed or stored by these suppliers.
• Physical and environmental security: Ai Media Group hosts its product infrastructure with multi-tenant, outsourced infrastructure providers. The physical and environmental security controls are audited for SOC 2 Type II and ISO 27001 compliance, among other certifications.
• Authentication: Ai Media Group implements a uniform password policy for its customer products. Customers who interact with the products via the user interface must authenticate before accessing non-public customer data.
• Authorization: Customer Data is stored in multi-tenant storage systems accessible to Customers via only application user interfaces and application programming interfaces. Customers are not allowed direct access to the underlying application infrastructure. The authorization model in each of Ai Media Group’s products is designed to ensure that only the appropriately assigned individuals can access relevant features, views, and customization options. Authorization to data sets is performed through validating the user’s permissions against the attributes associated with each data set.
• Application Programming Interface (API) access: Public product APIs may be accessed using an API key or through OAuth authorization.Preventing Unauthorized Product Use
• Ai Media Group implements industry standard access controls and detection capabilities for the internal networks that support its products.
• Access controls: Network access control mechanisms are designed to prevent network traffic using unauthorized protocols from reaching the product infrastructure. The technical measures implemented differ between infrastructure providers and include Virtual Private Cloud (VPC) implementations, security group assignment, and traditional firewall rules.
• Intrusion detection and prevention: Ai Media Group implements a Web Application Firewall (WAF) solution to protect hosted customer websites and other internet-accessible applications. The WAF is designed to identify and prevent attacks against publicly available network services.
• Static code analysis: Security reviews of code stored in Ai Media Group’s source code repositories is performed, checking for coding best practices and identifiable software flaws.
• Penetration testing: Ai Media Group maintains relationships with industry recognized penetration testing service providers for four annual penetration tests. The intent of the penetration tests is to identify and resolve foreseeable attack vectors and potential abuse scenarios.
• Bug bounty: A bug bounty program invites and incentivizes independent security researchers to ethically discover and disclose security flaws. Ai Media Group implements a bug bounty program in an effort to widen the available opportunities to engage with the security community and improve the product defenses against sophisticated attacks.Limitations of Privilege & Authorization Requirements
• Product access: A subset of Ai Media Group’s employees has access to the products and to customer data via controlled interfaces. The intent of providing access to a subset of employees is to provide effective customer support, to troubleshoot potential problems, to detect and respond to security incidents and implement data security. Access is enabled through “just in time” requests for access; all such requests are logged. Employees are granted access by role, and reviews of high risk privilege grants are initiated daily. Employee roles are reviewed at least once every six months.
• Background checks: All Ai Media Group employees undergo a third-party background check prior to being extended an employment offer, in accordance with and as permitted by the applicable laws.  All Ai Media Group employees are required to conduct themselves in a manner consistent with Ai Media Group guidelines, non-disclosure requirements, and ethical standards.Transmission Control
• In-transit: Ai Media Group makes HTTPS encryption (also referred to as SSL or TLS) available on every one of its login interfaces and for free on every customer site hosted on the Ai Media Group products. Ai Media Group’s HTTPS implementation uses industry standard algorithms and certificates.
• At-rest: Ai Media Group stores user passwords following policies that follow industry standard practices for security.  Ai Media Group has implemented technologies to ensure that stored data is encrypted at rest.Input Control
• Detection: Ai Media Group designed its infrastructure to log extensive information about the system behavior, traffic received, system authentication, and other application requests. Internal systems aggregated log data and alert appropriate employees of malicious, unintended, or anomalous activities. Ai Media Group’s personnel, including security, operations, and support personnel, are responsive to known incidents.
• Response and tracking:  Media Group maintains a record of known security incidents that includes description, dates and times of relevant activities, and incident disposition. Suspected and confirmed security incidents are investigated by security, operations, or support personnel; and appropriate resolution steps are identified and documented. For any confirmed incidents, Ai Media Group will take appropriate steps to minimize product and Customer damage or unauthorized disclosure. Notification to Customer will be in accordance with the terms of the Customer Terms and Conditions.Availability Control
• Infrastructure availability: The infrastructure providers use commercially reasonable efforts to ensure a minimum of 99.95% uptime. The providers maintain a minimum of N+1 redundancy to power, network, and HVAC services.
• Fault tolerance: Backup and replication strategies are designed to ensure redundancy and fail-over protections during a significant processing failure. Customer data is backed up to multiple durable data stores and replicated across multiple availability zones.
• Online replicas and backups: Where feasible, production databases are designed to replicate data between no less than 1 primary and 1 secondary database. All databases are backed up and maintained using at least industry standard methods.
• Ai Media Group’s products are designed to ensure redundancy and seamless failover. The server instances that support the products are also architected with a goal to prevent single points of failure. This design assists Ai Media Group’s operations in maintaining and updating the product applications and backend while limiting downtime.