WIXLIB

DocuSign Envelope ID: D9BF3082-F10E-407C-959E-1B6400AAA585security appropriate to the risks presented by the processing and the nature of the datato be protected having regard to the state of the art and the cost of theirimplementation;(e)that it will ensure compliance with the security measures;(f)that, if the transfer involves special categories of data, the data subject has beeninformed or will be informed before, or as soon as possible after, the transfer that itsdata could be transmitted to a third country not providing adequate protection withinthe meaning of Directive 95/46/EC;(g)to forward any notification received from the data importer or any subprocessorpursuant to Clause 5(b) and Clause 8(3) to the data protection supervisory authority ifthe 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 theexception of Appendix 2, and a summary description of the security measures, aswell as a copy of any contract for subprocessing services which has to be made inaccordance with the Clauses, unless the Clauses or the contract contain commercialinformation, in which case it may remove such commercial information;(i)that, in the event of subprocessing, the processing activity is carried out inaccordance with Clause 11 by a subprocessor providing at least the same level ofprotection for the personal data and the rights of data subject as the data importerunder the Clauses; and(j)that it will ensure compliance with Clause 4(a) to (i).Clause 5Obligations of the data importer2The data importer agrees and warrants:(a)to process the personal data only on behalf of the data exporter and in compliance withits instructions and the Clauses; if it cannot provide such compliance for whateverreasons, it agrees to inform promptly the data exporter of its inability to comply, inwhich case the data exporter is entitled to suspend the transfer of data and/orterminate the contract;(b)that it has no reason to believe that the legislation applicable to it prevents it fromfulfilling the instructions received from the data exporter and its obligations under thecontract and that in the event of a change in this legislation which is likely to have a2Mandatory requirements of the national legislation applicable to the data importer which do not gobeyond what is necessary in a democratic society on the basis of one of the interests listed inArticle 13(1) of Directive 95/46/EC, that is, if they constitute a necessary measure to safeguard nationalsecurity, defence, public security, the prevention, investigation, detection and prosecution of criminaloffences or of breaches of ethics for the regulated professions, an important economic or financialinterest of the State or the protection of the data subject or the rights and freedoms of others, are not incontradiction with the standard contractual clauses. Some examples of such mandatory requirementswhich do not go beyond what is necessary in a democratic society are, inter alia, internationallyrecognised sanctions, tax-reporting requirements or anti-money-laundering reporting requirements.7

DocuSign Envelope ID: D9BF3082-F10E-407C-959E-1B6400AAA585substantial adverse effect on the warranties and obligations provided by the Clauses, itwill promptly notify the change to the data exporter as soon as it is aware, in whichcase the data exporter is entitled to suspend the transfer of data and/or terminate thecontract;(c)that it has implemented the technical and organisational security measures specifiedin Appendix 2 before processing the personal data transferred;(d)that it will promptly notify the data exporter about:(i)any legally binding request for disclosure of the personal data by a lawenforcement authority unless otherwise prohibited, such as a prohibition undercriminal law to preserve the confidentiality of a law enforcement investigation,(ii)any accidental or unauthorised access, and(iii) any request received directly from the data subjects without responding to thatrequest, unless it has been otherwise authorised to do so;(e)to deal promptly and properly with all inquiries from the data exporter relating to itsprocessing of the personal data subject to the transfer and to abide by the advice ofthe 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 theprocessing activities covered by the Clauses which shall be carried out by the dataexporter or an inspection body composed of independent members and in possessionof the required professional qualifications bound by a duty of confidentiality, selectedby 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 anyexisting contract for subprocessing, unless the Clauses or contract contain commercialinformation, in which case it may remove such commercial information, with theexception of Appendix 2 which shall be replaced by a summary description of thesecurity measures in those cases where the data subject is unable to obtain a copyfrom the data exporter;(h)that, in the event of subprocessing, it has previously informed the data exporter andobtained its prior written consent;(i)that the processing services by the subprocessor will be carried out in accordancewith Clause 11;(j)to send promptly a copy of any subprocessor agreement it concludes under theClauses to the data exporter.Clause 6Liability1.The parties agree that any data subject, who has suffered damage as a result of anybreach of the obligations referred to in Clause 3 or in Clause 11 by any party orsubprocessor is entitled to receive compensation from the data exporter for thedamage suffered.8

DocuSign Envelope ID: D9BF3082-F10E-407C-959E-1B6400AAA5852.If a data subject is not able to bring a claim for compensation in accordance withparagraph 1 against the data exporter, arising out of a breach by the data importer orhis subprocessor of any of their obligations referred to in Clause 3 or in Clause 11,because the data exporter has factually disappeared or ceased to exist in law or hasbecome insolvent, the data importer agrees that the data subject may issue a claimagainst the data importer as if it were the data exporter, unless any successor entity hasassumed the entire legal obligations of the data exporter by contract of by operation oflaw, in which case the data subject can enforce its rights against such entity.The data importer may not rely on a breach by a subprocessor of its obligations inorder to avoid its own liabilities.3.If a data subject is not able to bring a claim against the data exporter or the dataimporter referred to in paragraphs 1 and 2, arising out of a breach by the subprocessorof any of their obligations referred to in Clause 3 or in Clause 11 because both the dataexporter and the data importer have factually disappeared or ceased to exist in law orhave become insolvent, the subprocessor agrees that the data subject may issue a claimagainst the data subprocessor with regard to its own processing operations under theClauses as if it were the data exporter or the data importer, unless any successor entityhas assumed the entire legal obligations of the data exporter or data importer by contractor by operation of law, in which case the data subject can enforce its rights against suchentity. The liability of the subprocessor shall be limited to its own processingoperations under the Clauses.Clause 7Mediation and jurisdiction1.2.The data importer agrees that if the data subject invokes against it third-partybeneficiary rights and/or claims compensation for damages under the Clauses, thedata importer will accept the decision of the data subject:(a)to refer the dispute to mediation, by an independent person or, whereapplicable, by the supervisory authority;(b)to refer the dispute to the courts in the Member State in which the data exporteris established.The parties agree that the choice made by the data subject will not prejudice itssubstantive or procedural rights to seek remedies in accordance with other provisionsof national or international law.Clause 8Cooperation with supervisory authorities1.The data exporter agrees to deposit a copy of this contract with the supervisoryauthority if it so requests or if such deposit is required under the applicable dataprotection law.9

DocuSign Envelope ID: D9BF3082-F10E-407C-959E-1B6400AAA5852.The parties agree that the supervisory authority has the right to conduct an audit of thedata importer, and of any subprocessor, which has the same scope and is subject to thesame conditions as would apply to an audit of the data exporter under the applicabledata protection law.3.The data importer shall promptly inform the data exporter about the existence oflegislation applicable to it or any subprocessor preventing the conduct of an audit ofthe data importer, or any subprocessor, pursuant to paragraph 2. In such a case thedata exporter shall be entitled to take the measures foreseen in Clause 5 (b).Clause 9Governing LawThe Clauses shall be governed by the law of the Member State in which the data exporter isestablished.Clause 10Variation of the contractThe parties undertake not to vary or modify the Clauses. This does not preclude the partiesfrom adding clauses on business related issues where required as long as they do notcontradict the Clause.Clause 11Subprocessing1.The data importer shall not subcontract any of its processing operations performedon behalf of the data exporter under the Clauses without the prior written consent ofthe data exporter. Where the data importer subcontracts its obligations under theClauses, with the consent of the data exporter, it shall do so only by way of a writtenagreement with the subprocessor which imposes the same obligations on thesubprocessor as are imposed on the data importer under the Clauses3. Where thesubprocessor fails to fulfil its data protection obligations under such writtenagreement the data importer shall remain fully liable to the data exporter for theperformance of the subprocessor's obligations under such agreement.2.The prior written contract between the data importer and the subprocessor shall alsoprovide for a third-party beneficiary clause as laid down in Clause 3 for cases wherethe data subject is not able to bring the claim for compensation referred to inparagraph 1 of Clause 6 against the data exporter or the data importer because theyhave factually disappeared or have ceased to exist in law or have become insolventand no successor entity has assumed the entire legal obligations of the data exporter or3This requirement may be satisfied by the subprocessor co-signing the contract entered into between thedata exporter and the data importer under this Decision.10

DocuSign Envelope ID: D9BF3082-F10E-407C-959E-1B6400AAA585data importer by contract or by operation of law. Such third-party liability of thesubprocessor shall be limited to its own processing operations under the Clauses.3.The provisions relating to data protection aspects for subprocessing of the contractreferred to in paragraph 1 shall be governed by the law of the Member State in whichthe data exporter is established.4.The data exporter shall keep a list of subprocessing agreements concluded under theClauses and notified by the data importer pursuant to Clause 5 (j), which shall beupdated at least once a year. The list shall be available to the data exporter's dataprotection supervisory authority.Clause 12Obligation after the termination of personal data processing services1.The parties agree that on the termination of the provision of data processing services,the data importer and the subprocessor shall, at the choice of the data exporter, returnall the personal data transferred and the copies thereof to the data exporter or shalldestroy all the personal data and certify to the data exporter that it has done so, unlesslegislation imposed upon the data importer prevents it from returning or destroyingall or part of the personal data transferred. In that case, the data importer warrantsthat it will guarantee the confidentiality of the personal data transferred and will notactively process the personal data transferred anymore.2.The data importer and the subprocessor warrant that upon request of the dataexporter and/or of the supervisory authority, it will submit its data processingfacilities for an audit of the measures referred to in paragraph 1.On behalf of the data exporter:Name (written out in full):Position:Name of the data exporting organisation:Address:Other information necessary in order for the contract to be binding (if any):Signature .Date: .11

DocuSign Envelope ID: D9BF3082-F10E-407C-959E-1B6400AAA585On behalf of the data importer:Name (written out in full):Position:Address: 2100 Norcross Parkway;Norcross, GA 30071Name of the data importing organisation:Management, Inc.Iron Mountain Intellectual PropertyAddress:, One Federal Street, Boston, MA 02110, USAOther information necessary in order for the contract to be binding (if any):Signature .Date:.12

DocuSign Envelope ID: D9BF3082-F10E-407C-959E-1B6400AAA585APPENDIX 1 TO THE STANDARD CONTRACTUAL CLAUSESThis Appendix forms part of the Clauses and must be completed and signed by the partiesThe Member States may complete or specify, according to their national procedures, anyadditional necessary information to be contained in this AppendixData exporterThe data exporter is (please specify briefly your activities relevant to the transfer):The data exporter is an Internet domain name registrar that manages the registration ofInternet domain names for registrants.Data importerThe data importer No. 1 is (please specify briefly activities relevant to the transfer):Iron Mountain Intellectual Property Management, Inc. is the designated escrow agent for theInternet Corporation for Assigned Names and Numbers’ (ICANN) registrar data escrowprogram. Iron Mountain Intellectual Property Management, Inc. holds in escrow certainInternet domain name information deposited by Internet domain name registrars that may bereleased to ICANN upon the occurrence of certain conditions.Data subjectsThe personal data transferred concern the following categories of data subjects (please specify):Internet domain name registrants.Categories of dataWhois data including:Name, address and contact information (i.e.,name registrantName, address and contact information (i.e.,name registrant’s Administrative ContactName, address and contact information (i.e.,name registrant’s Technical ContactName, address and contact information (i.e.,name registrant’s Billing Contacttelephone and fax number) for Internet domaintelephone and fax number) for Internet domaintelephone and fax number) for Internet domaintelephone and fax number) for Internet domainSpecial categories of data (if appropriate)Not applicable.Processing operationsThe personal data transferred will be subject to the following basic processing activities (pleasespecify):13

DocuSign Envelope ID: D9BF3082-F10E-407C-959E-1B6400AAA585The data importer will provide registrar data escrow services to the data exporter.DATA EXPORTERDate:Name:Authorised Signature DATA IMPORTERDate:Name:Authorised Signature 14

DocuSign Envelope ID: D9BF3082-F10E-407C-959E-1B6400AAA585APPENDIX 2 TO THE STANDARD CONTRACTUAL CLAUSESThis Appendix forms part of the Clauses and must be completed and signed by the partiesDescription of the technical and organisational security measures implemented by thedata importer in accordance with Clauses 4(d) and 5(c) (or document/legislationattached):The data importer shall undertake appropriate technical and organizational measures toprotect against unauthorized or unlawful processing of personal data and against accidentalloss or destruction of, or damage to, personal data. The measures to be taken should take intoaccount available technology and the cost of implementing the specific measures, and mustensure a level of security appropriate to the harm that might result from a breach of securityand the nature of the data to be protectedData importerGENERAL INFORMATION SECURITY REQUIREMENTSa)Information Security Requirements. Data importer maintains a formal, comprehensiveinformation security program for the management of information security. The informationsecurity program shall include, but not be limited to:1)Documentation, internal publication, and communication of data importer’sinformation security policies, standards, and procedures;2)Documented and clear assignment of responsibility and authority for establishmentand maintenance of the information security program;3)Documented permissions and authorizations included in this Appendix;4)Regular testing of the key controls, systems and procedures of the information securityprogram;5)Administrative, technical and operational measures required in this Appendix whichare designed to protect all personal data, to the extent they are applicable to the format inwhich the personal data is handled.b)Minimum controls. In no event during the term of the Clauses shall data importer'ssecurity program use controls materially less protective than those provided in this Appendix.c)Additional controls. Data importer agrees that it will adhere to any additional dataexporter data security requirements that may be reasonably provided by data exporter to dataimporter.d)Data importer Consultants. Data importer shall be liable for the compliance of itsemployees, third-party agents, service providers, temporary workers, contractors,subcontractors, representatives and assigns (“Data importer Consultants”) that have access toPersonal Data pursuant to the terms of this Appendix. Further, data importer shall impose onany Data importer Consultants that have access to Personal Data privacy and securityobligations substantially similar to those in this Appendix prior to any such access takingplace.e)Industry Standard Safeguards. In no event shall data importer’s security programincorporate less than Industry Standard Safeguards (“Industry Standard Safeguards”).15

DocuSign Envelope ID: D9BF3082-F10E-407C-959E-1B6400AAA585Industry Standard Safeguards shall mean those safeguards widely accepted by informationsecurity professionals as necessary to reasonably protect data during storage, processing, andtransmission; consistent with the sensitivity of and widely recognized threats to such data.Examples of Industry Standard Safeguards include those practices described in ISO/IEC27002:2005, NIST 800-44, Microsoft Security Hardening Guides, OWASP Guide to BuildingSecure Web Applications, and the various Center for Internet Security Standards.2.RISK ASSESSMENT REQUIREMENTSa)Risk Assessment Program. Data importer shall maintain an information security riskassessment program designed to identify and assess reasonably foreseeable internal andexternal risks and vulnerabilities to the security, confidentiality, and/or integrity of PersonalData. Data importer shall further maintain an information security risk assessment programdesigned to identify any violation of law by data importer or Data importer Consultants. Noless frequent than once every twelve (12) months, and upon a material ch

to Third Countries (Controller-to-Processor) for Registrar Data Escrow Services (the "Agreement") is made and entered into by and among , ("Registrar" or "data exporter") and Iron Mountain Intellectual Property Management, Inc., ("Escrow Agent" or "data importer").