DATA PROCESSING ADDENDUM

Last updated: February 1, 2024

This Data Processing Addendum (“DPA”), including its Attachments and Appendices, forms part of the subscription agreement, Gluetrail’s Terms of Service available at https://www.gluetrail.com/terms-of-service or other written or electronic agreement (the “Agreement”), including any written or electronic service orders, purchase orders or other order forms (each a “Service Order”) entered into between Gluetrail and Subscriber, pursuant to which Gluetrail provides the “Services” as defined in the Agreement. 

The purpose of this DPA is to reflect the parties’ agreement with regard to the processing of Subscriber Personal Data. The parties agree to comply with this DPA with respect to any Subscriber Personal Data that the Gluetrail Group may process in the course of providing the Services pursuant to the Agreement. This DPA shall not replace or supersede any data processing addendum or agreement executed by the parties prior to the DPA Effective Date without the prior written consent of the parties (electronically submitted consent acceptable). 

This DPA will take effect on the DPA Effective Date and, notwithstanding expiry of the Term, will remain in effect until, and automatically expire upon, deletion of all Subscriber Data by Gluetrail as described in this DPA. 

If the Subscriber entity entering into or accepting this DPA is neither a party to a Service Order nor the Agreement, this DPA is not valid and is not legally binding. Such an entity should request that the Subscriber entity that is a party to the Agreement executes this DPA. 

For the purposes of this DPA, the Gluetrail entity entering into this DPA as the data processor shall depend on the location of the Subscriber. For Subscribers in Europe, the Gluetrail contracting entity to this DPA is Gluetrail SAS. For Subscribers outside of Europe, the Gluetrail contracting entity to this DPA is Gluetrail, Inc. 

By signing or accepting the Agreement or this DPA, Subscriber enters into this DPA as of the DPA Effective Date on behalf of itself and in the name and on behalf of its Covered Affiliates if and to the extent the Gluetrail Group processes personal data for which such Covered Affiliates qualify as the controller. For the purposes of this DPA only, and except where indicated otherwise, the term "Subscriber" shall include Subscriber and its Covered Affiliates. 

1. Definitions 

1.1. Capitalized terms used but not defined in this DPA shall have the meaning given to them in the Agreement or applicable Data Protection Laws. 

“Affiliates” of a party is any entity (a) that the party Controls; (b) that the party is Controlled by; or (c) with which the party is under common Control, where “Control” means direct or indirect control of fifty percent (50%) or more of an entity’s voting interests (including by ownership). 

“Gluetrail” means either (i) Gluetrail, Inc., a company incorporated in Delaware, with mailing address at 1209 N Orange St, Wilmington, Delaware 19801, United States, if Subscriber is domiciled in a country located outside of Europe or (ii) Gluetrail SAS, a French société par actions simplifiées, with offices at 17 rue Guy Moquet, 75017 Paris, France, if Subscriber is domiciled in a country in Europe. 

“Gluetrail Group” means Algolia and its Affiliates engaged in the processing of Subscriber Personal Data in connection with the subscribed Services. 

“Covered Affiliate” means any of Subscriber's Affiliate(s) which (a) is subject to the Data Protection Laws; and (b) is permitted to use the Services pursuant to the Agreement between Subscriber and Algolia, but has not signed its own Service Order with Gluetrail and is not a "Subscriber" as defined under the Agreement. 

“Data Incidents” means a breach of Gluetrail’s security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Subscriber Data transmitted, stored or otherwise processed by Gluetrail. “Data Incidents” will not include unsuccessful attempts or activities that do not compromise the security of Subscriber Data, including unsuccessful log-in attempts, pings, port scans, denial of service attacks, and other network attacks on firewalls or networked systems. 

"Data Protection Laws" means all applicable data protection and privacy laws and regulations, including EU/UK Data Protection Laws. 

“DPA Effective Date” means the date on which Subscriber clicked to accept or the parties otherwise agreed to this DPA. 

“EEA” means the European Economic Area.

“EU/UK Data Protection Laws” means: (i) 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) (the "EU GDPR"); (ii) the EU GDPR as saved into United Kingdom law by virtue of section 3 of the United Kingdom's European Union (Withdrawal) Act 2018 (the "UK GDPR"); (iii) the EU e-Privacy Directive (Directive 2002/58/EC); and (iv) any and all applicable national data protection laws made under, pursuant to or that apply in conjunction with any of (i), (ii) or (iii); in each case as may be amended or superseded from time to time. 

"Restricted Transfer" means (i) where the EU GDPR applies, a transfer of personal data from the European Economic Area to a country outside of the European Economic Area which is not subject to an adequacy determination by the European Commission; and (ii) where the UK GDPR applies, a transfer of personal data from the United Kingdom to any other country which is not based on adequacy regulations pursuant to Section 17A of the United Kingdom Data Protection Act 2018. 

“Security Documentation” means all documents and information made available by Gluetrail to demonstrate compliance by Gluetrail with its obligations under this DPA, including the Security Measures, Additional Security Information and any third-party certifications or audit reports, as applicable. 

“Security Measures” means the technical and organizational safeguards adopted by Gluetrail applicable to the Services subscribed by Subscriber as described and made available at https://www.gluetrail.com/security or as otherwise made available by Gluetrail. 

“Standard Contractual Clauses” (i) where the EU GDPR applies, the contractual clauses annexed to the European Commission's Implementing Decision 2021/914 of 4 June 2021 on standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council ("EU SCCs"); and (ii) where the UK GDPR applies, the "International Data Transfer Addendum to the EU Commission Standard Contractual Clauses" laid before Parliament on 28 January 2022 by the Information Commissioner under s.119A(1) of the UK Data Protection Act 2018 ("UK Addendum"). 

“Sub-processor” means any third-party engaged by Gluetrail, including any member of the Gluetrail Group which processes Subscriber Data in order to provide parts of the Services as listed on https://www.gluetrail.com/subprocessors. Where (i) Subscriber is domiciled in a country located outside Europe, Gluetrail, Inc. acts as the data processor and other Affiliates of the Gluetrail Group act as Sub-processors, and where (ii) Subscriber is domiciled in a country inside Europe, Gluetrail SAS acts as the data processor and other Affiliates of the Gluetrail Group act as Sub-processors. 

“Subscriber” means the subscriber entity party to the Agreement. Subscriber may also be referred to as “Customer” in the Agreement from time to time. 

“Subscriber Data” has the meaning given to it in the Agreement or, if no such meaning is given, means data submitted by or on behalf of Subscriber to the Services under the Subscriber’s Gluetrail account for Services. Subscriber Data may also be referred to as “Customer Data” in the Agreement from time to time. 

“Subscriber Personal Data” means the personal data contained within Subscriber Data. Subscriber Personal Data may also be referred to as “Customer Personal Data” in the Agreement from time to time. 

“Term” means the period from the DPA Effective Date until the end of Gluetrail’s provision of the Services, including, if applicable, any period during which provision of the Services may be suspended and any post-termination period during which Gluetrail may continue providing the Services for transitional purposes. 

1.2. The terms “personal data”, “data subject”, “processing”, “controller”, “processor” and “supervisory authority” as used in this DPA have the meanings given in the EU/UK Data Protection Laws, and the terms “data importer” and “data exporter” have the meanings given in the Standard Contractual Clauses, in each case irrespective of whether other Data Protection Laws apply. 

2. Personal Data Processing Terms 

2.1. The parties agree that if the EU/UK Data Protection Laws apply to the processing of Subscriber Personal Data, the parties acknowledge and agree that: 

2.1.1. With respect to Subscriber Personal Data, Subscriber is the controller (or, where Subscriber is instructing Gluetrail on behalf of a third party controller, a processor on behalf of that controller) and Gluetrail is either (i) the processor or, (ii) where Subscriber is a processor on behalf of a third party controller, Gluetrail shall be a sub-processor to Subscriber. 

2.1.2. Gluetrail may engage Sub-processors pursuant to Section 7 (Sub-processors). 

2.1.3. The subject-matter of the data processing covered by this DPA is the provision of the Services and the processing will be carried out for the duration of the Agreement or so long as Gluetrail is providing the Services. Attachment 1 of this DPA sets out the nature and purpose of the processing, the types of Subscriber Personal Data Gluetrail processes and the categories of data subjects whose Personal Data is processed. 

2.1.4. Each party will comply with the obligations applicable to it under the EU/UK Data Protection Laws, including with respect to the processing of Subscriber Personal Data. 

2.1.5. If Subscriber is a processor itself, Subscriber warrants to Gluetrail that Subscriber’s instructions and actions with respect to the Subscriber Personal Data, including its appointment of Gluetrail as a sub-processor, have been authorized by the relevant controller. 

2.1.6. For the avoidance of doubt, Subscriber’s instructions to Gluetrail for the processing of Subscriber Personal Data shall comply with all applicable laws, including the EU/UK Data Protection Laws. As between Gluetrail and Subscriber, Subscriber shall be responsible for the Subscriber Data and the means by which Subscriber acquired Subscriber Data, and shall maintain such authorizations and all other approvals, consents and registrations as are required to carry out lawful personal data processing activities under Data Protection Laws. 

2.1.7. For the purposes of this DPA, the following is deemed an instruction by Subscriber to process Subscriber Personal Data (a) to provide the Services; (b) as further specified via Subscriber’s use of the Services (including the Services’ user interface dashboard and other functionality of the Services); (c) as documented in the Agreement (including this DPA and any Service Order that requires processing of Subscriber Personal Data); and (d) as further documented in any other written instructions given by Subscriber (which may be specific instructions or instructions of a general nature as set out in this DPA, the Agreement or as otherwise notified by Subscriber to Gluetrail from time to time), where such instructions are consistent with the terms of the Agreement. 

2.1.8. When Gluetrail processes Subscriber Personal Data in the course of providing the Services, Gluetrail will: 

2.1.8.1. Process the Subscriber Personal Data only in accordance with (a) the Agreement and (b) Subscriber’s instructions as described in Section 

2.1.7, unless Gluetrail is required to process Subscriber Personal Data for any other purpose by UK, European Union or member state law to which Gluetrail is subject. Gluetrail shall inform Subscriber of this requirement before processing unless prohibited by applicable laws on important grounds of public interest. 

2.1.8.2. Notify Subscriber without undue delay if, in Gluetrail’s opinion, an instruction for the processing of Subscriber Personal Data given by Subscriber infringes applicable EU/UK Data Protection Laws. 

2.2. The parties acknowledge and agree that the parties will comply with all applicable laws with respect to the processing of Subscriber Personal Data. 

3. Data Security 

3.1. Security Measures 

3.1.1. Gluetrail will implement and maintain appropriate technical and organizational measures designed to protect or secure (i) Subscriber Data, including Subscriber Personal Data, against unauthorized or unlawful processing and against accidental or unlawful loss, destruction or alteration or damage, unauthorized disclosure of, or access to, Subscriber Data, and (ii) the confidentiality and integrity of Subscriber Data, as set forth in the Security Measures. Gluetrail may update or modify the Security Measures from time to time provided that such updates and modifications will not materially decrease the overall security of the Services. The most up to date Security Measures will be made available at https://www.gluetrail.com/security. 

3.1.2. In addition to the Security Measures, Gluetrail will, from time to time, make additional security guidelines available that provide Subscriber with information about, in Gluetrail’s opinion, best practices for securing, accessing and using Subscriber Data including best practices for password and credentials protection (“Additional Security Information”). 

3.1.3. Gluetrail will take reasonable steps to ensure the reliability and competence of Gluetrail personnel engaged in the processing of Subscriber Personal Data. 

3.1.4. Gluetrail will take appropriate steps to ensure that all Gluetrail personnel engaged in the processing of Subscriber Personal Data (i) comply with the Security Measures to the extent applicable to their scope of performance, (ii) are informed of the confidential nature of the Subscriber Personal Data, (iii) have received appropriate training on their responsibilities, and (iv) have executed written confidentiality agreements. Gluetrail shall ensure that such confidentiality obligations survive the termination of the personnel engagement. 

3.2. Data Incidents 

3.2.1. If Gluetrail becomes aware of a Data Incident, Gluetrail will: (a) notify Subscriber of the Data Incident without undue delay after becoming aware of the Data Incident; and (b) promptly take reasonable steps to minimize harm and secure Subscriber Data. 

3.2.2. Notifications made pursuant to this section will describe, to the extent possible, details of the Data Incident, including steps taken to mitigate the potential risks and, as applicable, steps Gluetrail recommends Subscriber to take to address the Data Incident. Notification(s) of any Data Incident(s) will be delivered to Subscriber in accordance with the “Manner of Giving Notices” Section of the Agreement or, at Gluetrail’s discretion, by direct communication (for example, by phone call or an in-person meeting). Subscriber is solely responsible for ensuring that any contact information, including notification email address, provided to Gluetrail is current and valid. 

3.2.4. Gluetrail will not assess the contents of Subscriber Data in order to identify information subject to any specific legal requirements. Subscriber is solely responsible for complying with incident notification laws applicable to Subscriber and fulfilling any third-party notification obligations related to any Data Incident(s). 

3.2.5. Gluetrail’s notification of or response to a Data Incident under this Section 3.2 (Data Incidents) will not be construed as an acknowledgement by Gluetrail of any fault or liability with respect to the Data Incident. 

3.3. Subscriber’s Security Responsibilities and Assessment of Gluetrail 

3.3.1. Subscriber agrees that, without prejudice to Gluetrail’s obligations under Section 3.1 (Security Measures) and Section 3.2 (Data Incidents): 

3.3.1.1. Subscriber is solely responsible for its use of the Services, including: (i) making appropriate use of the Services and any Additional Security Information to ensure a level of security appropriate to the risk in respect of the Subscriber Data; (ii) securing the account authentication credentials, systems and devices Subscriber uses to access the Services; and (iii) backing up the Subscriber Data; and 

3.3.1.2. Gluetrail has no obligation to protect Subscriber Data that Subscriber elects to store or transfer outside of Gluetrail’s and its Sub-processors’ systems (for example, offline or on premises storage). 

3.3.2. Subscriber is solely responsible for reviewing the Security Measures and evaluating for itself whether the Services, the Security Measures, the Additional Security Information and Gluetrail’s commitments under this Section 3 (Data Security) will meet Subscriber’s needs, including with respect to any security obligations of Subscriber under the Data Protection Laws. Subscriber acknowledges and agrees that the Security Measures implemented and maintained by Gluetrail as set out in Section 3.1 (Security Measures) provide a level of security appropriate to the risk in respect of the Subscriber Data. 

3.4. Subscriber Assessment and Audit of Gluetrail Compliance Upon Subscriber’s written request, at reasonable intervals, and subject to the confidentiality obligations set forth in the Agreement, Gluetrail will make available to Subscriber that is not a competitor of Gluetrail (or Subscriber’s independent, third-party auditor that is not a competitor of Gluetrail) information regarding Gluetrail’s compliance with the obligations set forth in this DPA including in the form of independent audit results and/or third-party certifications, as applicable, to the extent Gluetrail makes them generally available to its subscribers. The most recent independent third-party certifications or audits obtained by Gluetrail are set forth in the Security Measures. 

3.5. Subscriber’s Audit Rights 

3.5.1. No more than once per year, Subscriber may contact Gluetrail in accordance with the “Manner of Giving Notices” Section of the Agreement to request an on-site audit of the procedures relevant to the protection of Subscriber Data. Subscriber shall reimburse Gluetrail for any time expended for any such on-site audit. Before the commencement of any such on-site audit, Subscriber and Gluetrail shall mutually agree upon the scope, timing, and duration of the audit, that reasonably does not interfere with normal business operations, in addition to the reimbursement rate for which Subscriber shall be responsible. All reimbursement rates shall be reasonable, taking into account the resources expended by Gluetrail. Subscriber shall promptly notify Gluetrail with information regarding any non- compliance discovered during the course of an audit. 

3.5.2. Subscriber may conduct such on-site audit (a) itself, (b) through an Affiliate that is not a competitor of Gluetrail or (c) through an independent, third-party auditor that is not a competitor of Gluetrail. 

3.5.3. Subscriber may also conduct an audit to verify Gluetrail’s compliance with its obligations under this DPA by reviewing the Security Documentation. 

4. Return or Deletion of Subscriber Data 

4.1. Gluetrail will enable Subscriber to delete during the Term Subscriber Data in a manner consistent with the functionality of the Services. If Subscriber uses the Services to delete any Subscriber Data during the Term and that Subscriber Data cannot be recovered by Subscriber, this use will constitute an instruction to Gluetrail to delete the relevant Subscriber Data from Gluetrail’s systems in accordance with applicable law. Gluetrail will comply with this instruction as soon as reasonably practicable within a maximum of 90 days, unless UK, European Union or member state law requires storage. 

4.2. Upon expiry of the Term or upon Subscriber’s written request, subject to the terms of the Agreement, Gluetrail shall either (a) return (to the extent such data has not been deleted by Subscriber from the Services) or (b) securely delete Subscriber Data, to the extent allowed by applicable law, in accordance with the timeframes specified in Section 4.3, as applicable. 

4.3. Gluetrail will, after a recovery period of up to 30 days following expiry of the Term, comply with this instruction as soon as reasonably practicable and within a maximum period of 90 days, unless UK, European Union or member state law requires storage. Without prejudice to Section 5 (Data Subject Rights; Data Export), Subscriber acknowledges and agrees that Subscriber will be responsible for exporting, before the Term expires, any Subscriber Data it wishes to retain afterwards. 

5. Data Subject Rights; Data Export 

5.1. As of the DPA Effective Date for the duration of the period Gluetrail provides the Services: 

5.1.1. Gluetrail will, in a manner consistent with the functionality of the Services, enable Subscriber to access, rectify and restrict processing of Subscriber Data, including via the deletion functionality provided by Gluetrail as described in Section 4 (Return or Deletion of Subscriber Data), and to export Subscriber Data; 

5.1.2. Gluetrail will, without undue delay, notify Subscriber, to the extent legally permitted, if Gluetrail receives a request from a data subject to exercise the data subject's right of access, right to rectification, restriction of processing, erasure, data portability, objection to the processing, or its right not to be subject to an automated individual decision making (“Data Subject Request”); and 

5.1.3. if Gluetrail receives any request from a data subject in relation to Subscriber Personal Data, Gluetrail will advise the data subject to submit his or her request to Subscriber and Subscriber will be responsible for responding to any such request including, where necessary, by using the functionality of the Services. 

5.1.4. Taking into account the nature of the processing, Gluetrail will assist Subscriber by appropriate technical and organizational measures, insofar as it is possible, for the fulfillment of Subscriber’s obligation to respond to a Data Subject Request under EU/UK Data Protection Laws. In addition, to the extent Subscriber, in its use of the Services, does not have the ability to address a Data Subject Request, Gluetrail shall, upon Subscriber’s written request, provide Subscriber with reasonable cooperation and assistance to facilitate Subscriber’s response to such Data Subject Request, to the extent Gluetrail is legally permitted to do so and the response to such Data Subject Request is required under EU/UK Data Protection Laws. To the extent legally permitted, Subscriber shall be responsible for any costs arising from Gluetrail’s provision of such assistance. 

6. Data Protection Impact Assessment 

Upon Subscriber's written request, Gluetrail will provide Subscriber with reasonable cooperation and assistance needed to fulfill Subscriber's obligation under the GDPR to carry out a data protection impact assessment related to Subscriber's use of the Services, to the extent Subscriber does not otherwise have access to the relevant information, and to the extent such information is available to Gluetrail. Gluetrail will provide reasonable assistance to Subscriber in the cooperation or prior consultation with the applicable data protection authority in the performance of its tasks relating to this Section 6 (Data Protection Impact Assessment) to the extent required under EU/UK Data Protection Laws. 

7. Sub-processors 

7.1. Subscriber specifically authorizes the engagement of Gluetrail’s Affiliates as Sub-processors. In addition, Subscriber acknowledges and agrees that Gluetrail and Gluetrail’s Affiliates respectively may engage third party Sub-processors in connection with the provision of the Services. Gluetrail or a Gluetrail Affiliate has entered into a written agreement with each Sub-processor containing data protection obligations not less protective than those in this Agreement with respect to the protection of Subscriber Data to the extent applicable to the nature of the Services provided by such Sub-processor. 

7.2. Gluetrail will make available to Subscriber the current list of Sub-processors for the Services at https://www.gluetrail.com/subprocessors (“Infrastructure and Sub-processor List”). Gluetrail shall provide notification of a new Sub-processor(s) before authorizing any new Sub-processor(s) to process Subscriber Personal Data in connection with the provision of the Services either by sending an email or via the user interface dashboard of the Services. 

7.3. Subscriber may object to Gluetrail’s use of a new Sub-processor by notifying Gluetrail promptly in writing within ten (10) business days after receipt of Gluetrail’s notice. In the event Subscriber objects to a new Sub-processor, as permitted in the preceding sentence, Gluetrail will use reasonable efforts to make available to Subscriber a change in the Services or recommend a commercially reasonable change to Subscriber’s configuration or use of the Services to avoid processing of Subscriber Personal Data by the objected-to new Sub-processor without unreasonably burdening the Subscriber. If Gluetrail is unable to make available such change within a reasonable period of time, which shall not exceed thirty (30) days, Subscriber may terminate the applicable Service Order(s) with respect to only those Services which cannot be provided by Gluetrail without the use of the objected-to new Sub-processor by providing written notice to Gluetrail. Gluetrail will refund Subscriber any prepaid but unused fees covering the remainder of the term of such Service Order following the effective date of termination with respect to such terminated Services, without imposing a penalty for such termination on Subscriber. 

7.4. Gluetrail shall be liable for the acts and omissions of its Sub-processors to the same extent Gluetrail would be liable if performing the services of each Sub-processor directly under the terms of this DPA subject to the limitations set forth in Section 10 (Limitation of Liability) and the Agreement. 

8. Covered Affiliates 

8.1. The parties acknowledge and agree that, by executing the Agreement, the Subscriber enters into the DPA on behalf of itself and, as applicable, in the name and on behalf of its Covered Affiliates, thereby establishing a separate DPA between Gluetrail and each such Covered Affiliate subject to the provisions of the Agreement, this Section 8 (Covered Affiliates) and Section 10 (Limitation of Liability). Each Covered Affiliate agrees to be bound by the obligations under this DPA and, to the extent applicable, the Agreement. For the avoidance of doubt, a Covered Affiliate is not and does not become a party to the Agreement, and is only a party to the DPA. All access to and use of the Services by Covered Affiliates must comply with the terms and conditions of the Agreement and any violation of the terms and conditions of the Agreement by a Covered Affiliate shall be deemed a violation by Subscriber. 

8.2. Subscriber that is the contracting party to the Agreement shall remain responsible for coordinating all communication with Gluetrail under this DPA and be entitled to make and receive any communication in relation to this DPA on behalf of its Covered Affiliates. 

8.3. Where a Covered Affiliate becomes a party to the DPA with Gluetrail, it shall, to the extent required under applicable Data Protection Laws, be entitled to exercise the rights and seek remedies under this DPA, subject to the following: 

8.3.1. Except where applicable Data Protection Laws require the Covered Affiliate to exercise a right or seek any remedy under this DPA against Gluetrail directly by itself, the parties agree that (a) solely Subscriber that is the contracting party to the Agreement shall exercise any such right or seek any such remedy on behalf of the Covered Affiliate, and (b) Subscriber that is the contracting party to the Agreement shall exercise any such rights under this DPA not separately for each Covered Affiliate individually but in a combined manner for all of its Covered Affiliates together (as set forth, for example, in Section 8.3.2 below). 

8.3.2. The parties agree that Subscriber that is the contracting party to the Agreement shall, when carrying out an on-site audit of the procedures relevant to the protection of Subscriber Personal Data, take all reasonable measures to limit any impact on Gluetrail and its Subprocessors by combining, to the extent reasonably possible, several audit requests carried out on behalf of different Covered Affiliates in one single audit. 

9. Restricted Transfers 

9.1. The parties agree that when the transfer of Subscriber Personal Data from Subscriber to Gluetrail is a Restricted Transfer, it shall be subject to the appropriate Standard Contractual Clauses, as follows: 

9.1.1. In relation to Subscriber Personal Data that is protected by the EU GDPR, the EU SCCs will apply as follows: 

9.1.1.1. Module Two will apply to the extent that Subscriber is a controller of the Subscriber Personal Data, and Module Three will apply to the extent that Subscriber is a processor of the Subscriber Personal Data on behalf of a third party controller; 

9.1.1.2. In Clause 7, the optional docking clause will apply; 

9.1.1.3. In Clause 9, Option 2 will apply, and the time period for prior notice of Subprocessor changes shall be as set out in Clause 7 of this DPA; 

9.1.1.4. In Clause 11, the optional language will not apply; 

9.1.1.5. In Clause 17, Option 1 will apply, and the EU SCCs will be governed by French law; 

9.1.1.6. In Clause 18(b), disputes shall be resolved before the courts of France; 

9.1.1.7. Annex I of the EU SCCs shall be deemed completed with (as to Part A) information set out in the Agreement with Subscriber as controller (or processor) and Gluetrail as processor (or sub-processor), (as to Part B) with the information set out in Attachment 1 to this DPA and (as to Part C) with the supervisory authority set out in Attachment 1 to this DPA; 

9.1.1.8. Annex II of the EU SCCs shall be deemed completed with the information set out in Gluetrail’s security measures available at https://www.gluetrail.com/security; 

9.1.2. In relation to Subscriber Personal Data that is protected by the UK GDPR, the UK Addendum will apply completed as follows: 

9.1.2.1. The EU SCCs, completed as set out above in clause 9.1.1 of this DPA shall also apply to transfers of such Subscriber Personal Data, subject to sub-clause 9.1.2.2 below; 

9.1.2.2. Tables 1 to 3 of the UK Addendum shall be deemed completed with relevant information from the EU SCCs, completed as set out above, and the options "neither party" shall be deemed checked in Table 4. The start date of the UK Addendum (as set out in Table 4) shall be the DPA Effective Date. 

9.1.3. If any provision of this DPA contradicts, directly or indirectly, the Standard Contractual Clauses, the Standard Contractual Clauses shall prevail. 

9.2. With respect to onward transfers, Gluetrail shall not participate in (nor permit any Sub-processor to participate in) any other Restricted Transfers of Subscriber Personal Data (whether as an exporter or an importer of the Subscriber Personal Data) unless the Restricted Transfer is made in full compliance with applicable Data Protection Laws and pursuant to Standard Contractual Clauses implemented between the relevant exporter and importer of the Subscriber Personal Data. 

10. Limitation of Liability 

10.1. Each party’s and all of its Affiliates’ liability, taken together in the aggregate, arising out of or related to this DPA (including the Standard Contractual Clauses, if the Standard Contractual Clauses have been entered into in accordance with the Agreement or a DPA), and all DPAs (including the Standard Contractual Clauses, if the Standard Contractual Clauses have been entered into in accordance with the Agreement or a DPA) between Covered Affiliates and Gluetrail, whether in contract, tort or under any other theory of liability, is subject to the “Limitation of Liability” section of the Agreement, and any reference in such section to the liability of a party means the aggregate liability of that party and all of its Affiliates under the Agreement and all DPAs together. 

10.2. For the avoidance of doubt, Gluetrail’s and its Affiliates’ total liability for all claims from the Subscriber and all of its Covered Affiliates arising out of or related to the Agreement and each DPA (including the Standard Contractual Clauses, if the Standard Contractual Clauses have been entered into in accordance with the Agreement or a DPA) shall apply in the aggregate for all claims under both the Agreement and all DPAs (including the Standard Contractual Clauses, if the Standard Contractual Clauses have been entered into in accordance with the Agreement or a DPA) established under this Agreement, including by Subscriber and all Covered Affiliates, and, in particular, shall not be understood to apply individually and severally to Subscriber and/or to any Covered Affiliate that is a contractual party to any such DPA. 

10.3. For the avoidance of doubt, each reference to the DPA in this DPA means this DPA including its Attachments and Appendices (including the Standard Contractual Clauses, if the Standard Contractual Clauses have been entered into in accordance with the Agreement or this DPA). 

11. Effect of this DPA Notwithstanding anything to the contrary in the Agreement, to the extent of any conflict or inconsistency between this DPA and the remaining terms of the Agreement, this DPA will govern. The parties’ authorized signatories have duly executed this Data Processing Agreement as of the date set forth below their respective signatures but made effective as of the DPA Effective Date. 

ATTACHMENT 1 TO THE DATA PROCESSING ADDENDUM 

DESCRIPTION OF PROCESSING ACTIVITIES 

Categories of data subjects whose personal data is transferred:

Data subjects include the individuals about whom personal data is provided to Gluetrail via the Services by (or at the direction of) Subscriber or by Subscriber’s end users, the extent of which is determined and controlled by the Subscriber in its sole discretion, and which may include but is not limited to personal data relating to the following categories of data subjects: 
1. Service Administrators 
a. Employees or contractors of Subscriber, Subscriber’s Affiliates, customers, business partners and vendors having access to the Gluetrail dashboard (who are natural persons) 
b. Agents, advisors, freelancers of Subscriber having access to the Gluetrail dashboard (who are natural persons) 

2. Subscriber’ End Users 
a. Subscriber’s users interacting with the Services (who are natural persons) (“End Users”)

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Categories of personal data transferred:

Personal data relating to individuals provided to Gluetrail via the Services, by (or at the direction of) Subscriber or by Subscriber’s end users, the extent of which is determined and controlled by Subscriber in its sole discretion, and which may include but is not limited to personal data relating to the following categories of data: 
1. Service Administrator’s Data 
a. First, Middle and Last Name (current and former) 
b. Title or position c. Employer d. Personal and Business Contact Information (company, email, physical address, phone number) e. IP address f. Location of request (as indicated in IP address) 

2. End User Data 
a. IP address 
b. User statistics
c. Network connection data 
d. Location of request (as indicated in IP address)

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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, keeping a record of access to the data, restrictions for onward transfers or additional security measures:

Subscriber may submit special categories of data to the Service as a part of its Subscriber Data, the extent of which is determined and controlled by Subscriber in its sole discretion, and which is for the sake of clarity personal data with information revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, trade-union membership, genetic data, biometric data, and the processing of data concerning health or sex life. Security measures are set out available at https://www.gluetrail.com/security

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The frequency of the transfer:

Continuous

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Nature of the processing: 

Gluetrail provides site services on a SaaS model. 

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Purpose(s) of the data transfer and further processing: 
The purpose of the data processing under this DPA is the provision of Gluetrail Services to the Subscriber and the performance of Gluetrail’s obligations under the Agreement or as otherwise agreed by the parties.
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The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period:

Until 90 days after termination and expiry of the Agreement. Personal Data is purged from Gluetrail’s systems on a rolling 90-day period, starting the day after termination, with the latest collected data being purged on day 90.
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For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing:

Where Gluetrail engages Processors (or sub-Processors) it will do so in compliance with the terms of any applicable Standard Contractual Clauses. The subject matter, nature and duration of the Processing activities carried out by the Processor (or sub-Processor) will not exceed the subject matter, nature and duration of the Processing activities as described in this Attachment. The list of approved subProcessors is available at https://www.gluetrail.com/subprocessors

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SUPERVISORY AUTHORITY 

The supervisory authority of France shall act as competent supervisory authority.