Data Protection Addendum

Data Protection Addendum

This Data Protection Addendum (“Addendum”) forms part of the agreement (“Principal Agreement”)

entered between Media Partner and AppLift GmbH (“Company”), each a “Party” and collectively the

“Parties”. The Parties agree that there may be personal data shared between the Parties, including but

not limited to, IP addresses, location data, device identifiers, cookie IDs or other identifiers. This

Addendum specifies the data protection obligations of the Parties under the EU General Data

Protection Regulation (“GDPR”) from the underlying principal agreement (“Principal Agreement”). The

duration of this Addendum corresponds to the duration of the Principal Agreement.

Sect. 1 Definitions

(1) If this Addendum uses the term “personal data”, this shall mean any information relating to an

identified or identifiable natural person (‘data subject’); an identifiable natural person is one

who can be identified, directly or indirectly, in particular by reference to an identifier such as

a name, an 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

that natural person;

(2) If this Addendum uses the term “data processing” or “processing” of data, this shall be

generally understood to mean the use of personal data. Data processing or the processing of

data shall mean any operation or set of operations which is performed on personal data or on

sets of personal data, whether or not by automated means, such as collection, recording,

organization, structuring, storage, adaptation or alteration, retrieval, consultation, use,

disclosure by transmission, dissemination or otherwise making available, alignment or

combination, restriction, erasure or destruction.

(3) If this Addendum uses the term “Controller to Controller Standard Contractual Clauses”, this

shall mean data protection clauses for the transfer of personal data to controllers outside the

European Union adopted by the European Commission.

(4) Reference is made to further definitions set forth in Art. 4 GDPR.

Sect. 2 Scope

The following provisions shall apply to all personal data processing activities carried out by each party

under the principal agreement.

Sect. 3 Data protection responsibilities

(1) When processing personal data, each Party is a controller with the meaning of Art. 4 (7) GDPR

and hence responsible for complying with applicable data privacy laws. The Parties agree that

the data processing activities carried out by each Party under the Principal Agreement neither

constitutes a joint controllership pursuant to Art. 26 GDPR nor data processing under Art. 28

GDPR.

(2) Each Party shall process personal data in accordance with this Addendum and/or the Principal

Agreement. The Parties shall not process the personal data for secondary purposes which are

incompatible with the purpose for which the personal data were initially collected.

(3) A Party shall not share any personal data with the other Party that allows data subjects to be

directly identified (for example by reference to their name and e-mail address) and/or that

contains any Special Categories of Personal Data pursuant to Art. 9 (1) GDPR.

(4) Annex 1 to this Addendum contains the version of the “Controller to Controller Standard

Contractual Clauses” valid at the time of conclusion of this Addendum, included in the

Commission Decision 2004/915/EC, dated 27 December 2004 and shall constitute an integral

part of this Addendum. Should an updated version of the “Controller to Controller Standard

Contractual Clauses” be adopted by the European Commission in the future, the Parties

undertake to complete and conclude the new version of “Controller to Controller Standard

Contractual Clauses”, if necessary.

Sect. 3 Measure to ensure the security of processing

Each party undertakes to observe the principles of due and proper data processing in accordance with

Art. 32 in conjunction with Art. 5 (1) GDPR. Each party shall take all necessary measures to safeguard

the data and the security of the processing, in particular taking into account the state of the art, as

well as to reduce possible adverse consequences for the affected parties. Measures to be taken

include, in particular, measures to protect the confidentiality, integrity, availability and resilience of

systems and measures to ensure continuity of processing after incidents. In order to ensure an

appropriate level of processing security at all times, each party shall regularly evaluate the measures

implemented and make any necessary adjustments.

Sect. 4 Rights of data subjects

Each party undertakes to maintain appropriate privacy notices regarding the processing of personal

data of Media Partner’s end users in the context of the provision of services in accordance with Art.

12-14 GDPR. Each party shall observe the rights of data subjects pursuant to Art. 15-21 GDPR.

Sect. 5 Miscellaneous

(1) In case of contradictions between the provisions contained in this Addendum and provisions

contained in the Principal Agreement, the provisions of this Addendum shall prevail.

(2) This Addendum is exclusively subject to the laws of the Federal Republic of Germany.

For Company

For Media Partner

Date: ____________________

Date: ____________________

Signature: ____________________ Signature: ____________________

Annex 1

SET II

Standard contractual clauses for the transfer of personal data from the Community to third

countries (controller to controller transfers)

Data transfer agreement between Company (hereinafter “data exporter”) and Media Partner

(hereinafter “data importer”), each a “party”; together “the parties”.

Definitions

For the purposes of the clauses:

(a) “personal data”, “special categories of data/sensitive data”, “process/processing”, “controller”,

“processor”, “data subject” and “supervisory authority/authority” shall have the same meaning as

in Directive 95/46/EC of 24 October 1995 (whereby “the authority” shall mean the competent data

protection authority in the territory in which the data exporter is established);

(b) “the data exporter” shall mean the controller who transfers the personal data;

(c) “the data importer” shall mean the controller who agrees to receive from the data exporter personal

data for further processing in accordance with the terms of these clauses and who is not subject to

a third country’s system ensuring adequate protection;

(d) “clauses” shall mean these contractual clauses, which are a free-standing document that does not

incorporate commercial business terms established by the parties under separate commercial

arrangements.

The details of the transfer (as well as the personal data covered) are specified in Annex B, which forms

an integral part of the clauses.

I. Obligations of the data exporter

The data exporter warrants and undertakes that:

(a) The personal data have been collected, processed and transferred in accordance with the laws

applicable to the data exporter.

(b) It has used reasonable efforts to determine that the data importer is able to satisfy its legal

obligations under these clauses.

(c) It will provide the data importer, when so requested, with copies of relevant data protection laws

or references to them (where relevant, and not including legal advice) of the country in which the

data exporter is established.

(d) It will respond to enquiries from data subjects and the authority concerning processing of the

personal data by the data importer, unless the parties have agreed that the data importer will so

respond, in which case the data exporter will still respond to the extent reasonably possible and

with the information reasonably available to it if the data importer is unwilling or unable to respond.

Responses will be made within a reasonable time.

(e) It will make available, upon request, a copy of the clauses to data subjects who are third party

beneficiaries under clause III, unless the clauses contain confidential information, in which case it

may remove such information. Where information is removed, the data exporter shall inform data

subjects in writing of the reason for removal and of their right to draw the removal to the attention

of the authority. However, the data exporter shall abide by a decision of the authority regarding

access to the full text of the clauses by data subjects, as long as data subjects have agreed to respect

the confidentiality of the confidential information removed. The data exporter shall also provide a

copy of the clauses to the authority where required.

II. Obligations of the data importer

The data importer warrants and undertakes that:

(a) It will have in place appropriate technical and organisational measures to protect the personal data

against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or

access, and which provide a level of security appropriate to the risk represented by the processing

and the nature of the data to be protected.

(b) It will have in place procedures so that any third party it authorises to have access to the personal

data, including processors, will respect and maintain the confidentiality and security of the personal

data. Any person acting under the authority of the data importer, including a data processor, shall

be obligated to process the personal data only on instructions from the data importer. This provision

does not apply to persons authorised or required by law or regulation to have access to the personal

data.

(c) It has no reason to believe, at the time of entering into these clauses, in the existence of any local

laws that would have a substantial adverse effect on the guarantees provided for under these

clauses, and it will inform the data exporter (which will pass such notification on to the authority

where required) if it becomes aware of any such laws.

(d) It will process the personal data for purposes described in Annex B, and has the legal authority to

give the warranties and fulfil the undertakings set out in these clauses.

(e) It will identify to the data exporter a contact point within its organisation authorised to respond to

enquiries concerning processing of the personal data, and will cooperate in good faith with the data

exporter, the data subject and the authority concerning all such enquiries within a reasonable time.

In case of legal dissolution of the data exporter, or if the parties have so agreed, the data importer

will assume responsibility for compliance with the provisions of clause I(e).

(f) At the request of the data exporter, it will provide the data exporter with evidence of financial

resources sufficient to fulfil its responsibilities under clause III (which may include insurance

coverage).

(g) Upon reasonable request of the data exporter, it will submit its data processing facilities, data files

and documentation needed for processing to reviewing, auditing and/or certifying by the data

exporter (or any independent or impartial inspection agents or auditors, selected by the data

exporter and not reasonably objected to by the data importer) to ascertain compliance with the

warranties and undertakings in these clauses, with reasonable notice and during regular business

hours. The request will be subject to any necessary consent or approval from a regulatory or

supervisory authority within the country of the data importer, which consent or approval the data

importer will attempt to obtain in a timely fashion.

(h) It will process the personal data, at its option, in accordance with:

the data processing principles set forth in Annex A.

(i) It will not disclose or transfer the personal data to a third party data controller located outside the

European Economic Area (EEA) unless it notifies the data exporter about the transfer and

(i) the third party data controller processes the personal data in accordance with a Commission

decision finding that a third country provides adequate protection, or

(ii) the third party data controller becomes a signatory to these clauses or another data transfer

agreement approved by a competent authority in the EU, or

(iii) data subjects have been given the opportunity to object, after having been informed of the

purposes of the transfer, the categories of recipients and the fact that the countries to which

data is exported may have different data protection standards, or

(iv) with regard to onward transfers of sensitive data, data subjects have given their unambiguous

consent to the onward transfer

III. Liability and third party rights

(a) Each party shall be liable to the other parties for damages it causes by any breach of these clauses.

Liability as between the parties is limited to actual damage suffered. Punitive damages (i.e. damages

intended to punish a party for its outrageous conduct) are specifically excluded. Each party shall be

liable to data subjects for damages it causes by any breach of third party rights under these clauses.

This does not affect the liability of the data exporter under its data protection law.

(b) The parties agree that a data subject shall have the right to enforce as a third party beneficiary this

clause and clauses I(b), I(d), I(e), II(a), II(c), II(d), II(e), II(h), II(i), III(a), V, VI(d) and VII against the data

importer or the data exporter, for their respective breach of their contractual obligations, with

regard to his personal data, and accept jurisdiction for this purpose in the data exporter’s country

of establishment. In cases involving allegations of breach by the data importer, the data subject

must first request the data exporter to take appropriate action to enforce his rights against the data

importer; if the data exporter does not take such action within a reasonable period (which under

normal circumstances would be one month), the data subject may then enforce his rights against

the data importer directly. A data subject is entitled to proceed directly against a data exporter that

has failed to use reasonable efforts to determine that the data importer is able to satisfy its legal

obligations under these clauses (the data exporter shall have the burden to prove that it took

reasonable efforts).

IV. Law applicable to the clauses

These clauses shall be governed by the law of the country in which the data exporter is established,

with the exception of the laws and regulations relating to processing of the personal data by the data

importer under clause II(h), which shall apply only if so selected by the data importer under that clause.

V. Resolution of disputes with data subjects or the authority

(a) In the event of a dispute or claim brought by a data subject or the authority concerning the

processing of the personal data against either or both of the parties, the parties will inform each

other about any such disputes or claims, and will cooperate with a view to settling them amicably

in a timely fashion.

(b) The parties agree to respond to any generally available non-binding mediation procedure initiated

by a data subject or by the authority. If they do participate in the proceedings, the parties may elect

to do so remotely (such as by telephone or other electronic means). The parties also agree to

consider participating in any other arbitration, mediation or other dispute resolution proceedings

developed for data protection disputes.

(c) Each party shall abide by a decision of a competent court of the data exporter’s country of

establishment or of the authority which is final and against which no further appeal is possible.

VI. Termination

(a) In the event that the data importer is in breach of its obligations under these clauses, then the data

exporter may temporarily suspend the transfer of personal data to the data importer until the

breach is repaired or the contract is terminated.

(b) In the event that:

(i) the transfer of personal data to the data importer has been temporarily suspended by the data

exporter for longer than one month pursuant to paragraph (a);

(ii) compliance by the data importer with these clauses would put it in breach of its legal or

regulatory obligations in the country of import;

(iii) the data importer is in substantial or persistent breach of any warranties or undertakings given

by it under these clauses;

(iv) a final decision against which no further appeal is possible of a competent court of the data

exporter’s country of establishment or of the authority rules that there has been a breach of the

clauses by the data importer or the data exporter; or

(v) a petition is presented for the administration or winding up of the data importer, whether in its

personal or business capacity, which petition is not dismissed within the applicable period for

such dismissal under applicable law; a winding up order is made; a receiver is appointed over any

of its assets; a trustee in bankruptcy is appointed, if the data importer is an individual; a company

voluntary arrangement is commenced by it; or any equivalent event in any jurisdiction occurs

then the data exporter, without prejudice to any other rights which it may have against the data

importer, shall be entitled to terminate these clauses, in which case the authority shall be informed

where required. In cases covered by (i), (ii), or (iv) above the data importer may also terminate these

clauses.

(c) Either party may terminate these clauses if (i) any Commission positive adequacy decision under

Article 25(6) of Directive 95/46/EC (or any superseding text) is issued in relation to the country (or

a sector thereof) to which the data is transferred and processed by the data importer, or (ii) Directive

95/46/EC (or any superseding text) becomes directly applicable in such country.

(d) The parties agree that the termination of these clauses at any time, in any circumstances and for

whatever reason (except for termination under clause VI(c)) does not exempt them from the

obligations and/or conditions under the clauses as regards the processing of the personal data

transferred.

VII. Variation of these clauses

The parties may not modify these clauses except to update any information in Annex B, in which case

they will inform the authority where required. This does not preclude the parties from adding

additional commercial clauses where required.

VIII. Description of the Transfer

The details of the transfer and of the personal data are specified in Annex B. The parties agree that

Annex B may contain confidential business information which they will not disclose to third parties,

except as required by law or in response to a competent regulatory or government agency, or as

required under clause I(e). The parties may execute additional annexes to cover additional transfers,

which will be submitted to the authority where required. Annex B may, in the alternative, be drafted

to cover multiple transfers.

For Data Exporter

For Data Importer

Date: ____________________

Date: ____________________

Signature: ____________________ Signature: ____________________

ANNEX A

DATA PROCESSING PRINCIPLES

1. Purpose limitation: Personal data may be processed and subsequently used or further

communicated only for purposes described in Annex B or subsequently authorised by the data

subject.

2. Data quality and proportionality: Personal data must be accurate and, where necessary, kept up to

date. The personal data must be adequate, relevant and not excessive in relation to the purposes for

which they are transferred and further processed.

3. Transparency: Data subjects must be provided with information necessary to ensure fair processing

(such as information about the purposes of processing and about the transfer), unless such

information has already been given by the data exporter.

4. Security and confidentiality: Technical and organisational security measures must be taken by the

data controller that are appropriate to the risks, such as against accidental or unlawful destruction

or accidental loss, alteration, unauthorised disclosure or access, presented by the processing. Any

person acting under the authority of the data controller, including a processor, must not process the

data except on instructions from the data controller.

5. Rights of access, rectification, deletion and objection: As provided in Article 12 of Directive 95/46/EC,

data subjects must, whether directly or via a third party, be provided with the personal information

about them that an organisation holds, except for requests which are manifestly abusive, based on

unreasonable intervals or their number or repetitive or systematic nature, or for which access need

not be granted under the law of the country of the data exporter. Provided that the authority has

given its prior approval, access need also not be granted when doing so would be likely to seriously

harm the interests of the data importer or other organisations dealing with the data importer and

such interests are not overridden by the interests for fundamental rights and freedoms of the data

subject. The sources of the personal data need not be identified when this is not possible by

reasonable efforts, or where the rights of persons other than the individual would be violated. Data

subjects must be able to have the personal information about them rectified, amended, or deleted

where it is inaccurate or processed against these principles. If there are compelling grounds to doubt

the legitimacy of the request, the organisation may require further justifications before proceeding

to rectification, amendment or deletion. Notification of any rectification, amendment or deletion to

third parties to whom the data have been disclosed need not be made when this involves a

disproportionate effort. A data subject must also be able to object to the processing of the personal

data relating to him if there are compelling legitimate grounds relating to his particular situation. The

burden of proof for any refusal rests on the data importer, and the data subject may always challenge

a refusal before the authority.

6. Sensitive data: The data importer shall take such additional measures (e.g. relating to security) as

are necessary to protect such sensitive data in accordance with its obligations under clause II.

7. Data used for marketing purposes: Where data are processed for the purposes of direct marketing,

effective procedures should exist allowing the data subject at any time to “opt-out” from having his

data used for such purposes.

8. Automated decisions: For purposes hereof “automated decision” shall mean a decision by the data

exporter or the data importer which produces legal effects concerning a data subject or significantly

affects a data subject and which is based solely on automated processing of personal data intended

to evaluate certain personal aspects relating to him, such as his performance at work,

creditworthiness, reliability, conduct, etc. The data importer shall not make any automated decisions

concerning data subjects, except when:

(a) (i) such decisions are made by the data importer in entering into or performing a contract with the

data subject, and

(ii) (the data subject is given an opportunity to discuss the results of a relevant automated decision

with a representative of the parties making such decision or otherwise to make representations

to that parties.

or

(b) where otherwise provided by the law of the data exporter.

ANNEX B

DESCRIPTION OF THE TRANSFER

Data exporter

The data exporter is Company, as defined in this Data Protection Addendum.

Data importer

The data importer is Media Partner, as defined in this Data Protection Addendum.

Data subjects

The personal data transferred concern the following categories of data subjects:

Media Partner’s end users

Categories of data

The personal data transferred concern the following categories of data:

IP addresses, cookies, device IDs and other unique identifiers.

Special categories of data (if appropriate)

The personal data transferred concern the following special categories of data:

N/A

Processing operations

The personal data transferred will be subject to the following basic processing activities (please

specify):

The personal data will be processed for the purposes specified in the Principal Agreement and the Data

Protection Addendum.