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Data Processing Addendum

Note:  Unless this DPA is separately signed by Customer, Customer’s acceptance of the Agreement is deemed Customer’s signature of this DPA, including Schedule 2 when applicable, and Customer’s name and contact information on file with AgriSync will be the Data Exporter for purposes of Schedule 2. 

This Data Processing Addendum, including its Schedules and Appendices, (“DPA”) forms part of the written or electronic agreement between AgriSync, Inc. (“we”, “us,” “our” or “AgriSync” will refer collectively to AgriSync Inc.) and Customer for the products and services made available by us that are used by Customer (identified either as “Services” or otherwise in the applicable agreement, and hereinafter defined  as “Services”) (the “Agreement”) to reflect the parties’ agreement with regard to the Processing of Personal Data. 

By entering the Agreement, Customer enters into this DPA on behalf of itself and, to the extent required under applicable Data  Protection Laws and Regulations, in the name and on behalf of its Authorized Affiliates, if and to the extent AgriSync processes  Personal Data for which such Authorized Affiliates qualify as the Controller. For the purposes of this DPA only, and except where  indicated otherwise, the term “Customer” shall include Customer and Authorized Affiliates. All capitalized terms not defined herein  shall have the meaning set forth in the Agreement.    

In the course of providing the Services to Customer pursuant to the Agreement, AgriSync may Process Personal Data on behalf of  Customer and the parties agree to comply with the following provisions with respect to any Personal Data, each acting reasonably  and in good faith. 

 

DATA PROCESSING TERMS   

           1. DEFINITIONS 
           1.1 GENERAL DEFINITIONS   

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject.   

“Control” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the  voting interests of the subject entity.   

Authorized Affiliate” means any of Customer’s Affiliate(s) which (a) is subject to the data protection laws and regulations  of the European Union, the European Economic Area and/or their member states, Switzerland and/or the United Kingdom,  and (b) is permitted to use the Services pursuant to the Agreement between Customer and AgriSync, but has not signed its own Order with AgriSync and is not a “Customer” as defined under this DPA.   

“CCPA” means the California Consumer Privacy Act, Cal. Civ. Code § 1798.100 et seq., and its implementing regulations.   

“Controller” means the entity which determines the purposes and means of the Processing of Personal Data.   

Customer” means the entity that executed the Agreement together with its Affiliates (for so long as they remain Affiliates)  which have signed Orders.   

“Customer Data” means what is defined in the Agreement as “Customer Data” provided that such data is electronic data and information submitted by or for Customer or Users to the Services.  This DPA does not apply to “AgriSync Data” as defined in the Agreement.  If “Customer Data” or “AgriSync Data” are not defined in the Agreement, then the definition in AgriSync’s Terms of Service at https://www.agrisync.com/terms-of-service applies. 

“Data Protection Laws and Regulations” means all laws and regulations, including laws and regulations of the European  Union, the European Economic Area and their member states, Switzerland, the United Kingdom and the United States and  its states, applicable to the Processing of Personal Data under the Agreement as amended from time to time.    

“Data Subject” means the identified or identifiable person to whom Personal Data relates. 

GDPR” means the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the  protection of natural persons with regard to the processing of personal data and on the free movement of such data, and  repealing Directive 95/46/EC (General Data Protection Regulation), including as implemented or adopted under the laws of  the United Kingdom. 

“Personal Data” means any information relating to (i) an identified or identifiable natural person and, (ii) an identified or  identifiable legal entity (where such information is protected similarly as personal data or personally identifiable information  under applicable Data Protection Laws and Regulations), where for each (i) or (ii), such data is Customer Data.    

“Processing” means any operation or set of operations which is performed upon Personal Data, whether or not by automatic  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.   

“Processor” means the entity which Processes Personal Data on behalf of the Controller, including as applicable any  “service provider” as that term is defined by the CCPA. 

“Standard Contractual Clauses” means the agreement executed by and between Customer and AgriSync and attached hereto as Schedule 2 pursuant to the European Commission’s decision (C(2010)593) of 5 February 2010 on Standard Contractual Clauses for the transfer of personal data to processors established in third countries which do not ensure  an adequate level of data protection.  

“Sub-processor” means any Processor engaged by AgriSync. 

Supervisory Authority” means an independent public authority which is established by an EU Member State pursuant to  the GDPR or, for the United Kingdom, the Information Commissioner’s Office (“ICO”). 

“User” means anyone who accesses or otherwise uses the Services as a result of your Order or your use of the Services or by using your account. 

1.2 JURISDICTION SPECIFIC DEFINITIONS.  The Section 1.1 definitions are inclusive of certain jurisdiction-specific terms as follows. 

1.2.1 Australia:  “Personal Data” includes “Personal Information” and “Sensitive Information” as each are defined under the Australian Privacy Act (1988). 

1.2.2 Brazil:  “Processor” includes “operator” as defined under Lei Geral de Proteção de Dados (LGPD). 

1.2.3 California:  “Personal Data” includes “Personal Information” as defined under  CCPA.  “Data Subject” includes “Consumer” as defined under CCPA and any data subject rights in this Addendum apply to Consumer rights. AgriSync can only verify Data Subject requests from Customer and not from Customer’s Users or any third party.  “Controller” includes “Business” as defined under CCPA.  “Processor” includes “Service Provider” as defined under CCPA.   

1.2.4 Canada: AgriSync’s Sub-processors are third parties under the Federal Personal Information Protection and Electronic Documents Act (PIPEDA). 
1.2.5 Israel: “Controller” includes “Database Owner” and “Processor” includes “Holder” as each are defined under the Protection of Privacy Law (PPL).  

2. PROCESSING OF PERSONAL DATA 

2.1 Roles of the Parties. The parties acknowledge and agree that with regard to the Processing of Personal Data, Customer is the Controller, AgriSync is the Processor and that AgriSync may engage Sub-processors pursuant to the requirements set forth in Section 5 “Sub-processors” below.   

2.2 Customer’s Processing of Personal Data. Customer shall, in its use of the Services, Process Personal Data in accordance  with the requirements of Data Protection Laws and Regulations, including any applicable requirement to provide notice to  Data Subjects of the use of AgriSync as Processor. For the avoidance of doubt, Customer’s instructions for the Processing of  Personal Data shall comply with Data Protection Laws and Regulations. Customer shall have sole responsibility for the  accuracy, quality, and legality of Personal Data and the means by which Customer acquired Personal Data. Customer  specifically acknowledges that its use of the Services will not violate the rights of any Data Subject that has opted-out from sales or other disclosures of Personal Data, to the extent applicable under the CCPA. 

2.3 AgriSync’s Processing of Personal Data. AgriSync shall Process Personal Data on behalf of and only in accordance with Customer’s documented instructions for the following purposes: (i)  Processing in accordance with the Agreement and applicable Order(s); (ii) Processing initiated by Users in their use of the Services; and (iii) Processing to comply with other documented reasonable instructions provided by Customer (e.g., via email) where such instructions are consistent with the terms of the Agreement. 

2.4 Details of the Processing. The subject-matter of Processing of Personal Data by AgriSync is the performance of the Services pursuant to the Agreement. The duration of the Processing, the nature and purpose of the Processing, the types of Personal  Data and categories of Data Subjects Processed under this DPA are further specified in Schedule 2 (Details of the Processing)  to this DPA.  

 

3. RIGHTS OF DATA SUBJECTS


Data Subject Request. AgriSync shall, to the extent legally permitted, promptly notify Customer if AgriSync receives a request from a Data Subject to exercise the Data Subject’s right of access, right to rectification, restriction of Processing, erasure  (“right to be forgotten”), data portability, object to the Processing, or its right not to be subject to an automated individual  decision making, each such request being a “Data Subject Request”. Taking into account the nature of the Processing, AgriSync  shall assist Customer by appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of  Customer’s obligation to respond to a Data Subject Request under Data Protection Laws and Regulations. In addition, to the extent Customer, in its use of the Services, does not have the ability to address a Data Subject Request, AgriSync shall upon Customer’s request provide commercially reasonable efforts to assist Customer in responding to such Data Subject Request, to the extent AgriSync is legally permitted to do so and the response to such Data Subject Request is required under Data  Protection Laws and Regulations. To the extent legally permitted, Customer shall be responsible for any costs arising from  AgriSync’s provision of such assistance.   

 

4. AGRISYNC PERSONNEL 

4.1 Confidentiality. AgriSync shall ensure that its personnel engaged in the Processing of Personal Data are informed of the confidential nature of the Personal Data, have received appropriate training on their responsibilities and have executed  written confidentiality agreements. AgriSync shall ensure that such confidentiality obligations survive the termination of the  personnel engagement. 

4.2 Reliability. AgriSync shall take commercially reasonable steps to ensure the reliability of any AgriSync personnel engaged in the Processing of Personal Data.   

4.3 Limitation of Access. AgriSync shall ensure that AgriSync’s access to Personal Data is limited to those personnel performing Services in accordance with the Agreement.    

4.4 Data Protection Officer. AgriSync has appointed a data protection officer. The appointed person may be reached at privacy@agrisync.com.

5. SUB-PROCESSORS 

5.1 Appointment of Sub-processors. Customer acknowledges and agrees that AgriSync may engage third-party Sub-processors in connection with the  provision of the Services. AgriSync has obtained data protection obligations from each Sub-processor not less protective than those in the Agreement with respect to the protection of  Customer Data to the extent applicable to the nature of the Services provided by such Sub-processor.   

5.2 List of Sub-processors.  AgriSync shall make available to Customer, upon Customer’s written request, the list of Sub-processors for the Services, including their identity and country of location.  

5.3 Objection Right for New Sub-processors.  Customer may object to AgriSync’s use of a particular Sub-processor by notifying AgriSync  promptly in writing within thirty (30) days after receiving AgriSync’s response to Customer’s request in Section 5.2. In the event Customer objects to a Sub-processor, AgriSync will use  reasonable efforts to make available to Customer a change in the Services or recommend a commercially reasonable change to Customer’s configuration or use of the Services to avoid Processing of Personal Data by the objected-to new Sub- processor without unreasonably burdening Customer.  If AgriSync is unable to make available such change within a reasonable  period of time, which shall not exceed thirty (30) days, Customer may terminate the applicable Order(s) with respect  only to those Services which cannot be provided by AgriSync without the use of the objected-to Sub-processor by providing  written notice to AgriSync. AgriSync will refund Customer any prepaid fees covering the remainder of the term of such Order(s) following the effective date of termination with respect to such terminated Services, without imposing a penalty for  such termination on Customer.   

5.4 Liability. AgriSync shall be liable for the acts and omissions of its Sub-processors to the same extent AgriSync would be liable if  performing the services of each Sub-processor directly under the terms of this DPA, except as otherwise set forth in the Agreement.   

 

6. DATA PROTECTION IMPACT ASSESSMENT

Upon Customer’s request, AgriSync shall provide Customer with reasonable cooperation  and assistance needed to fulfil Customer’s obligation under the Data Protection Laws and Regulations to carry out a data  protection impact assessment related to Customer’s use of the Services, to the extent Customer does not otherwise have  access to the relevant information, and to the extent such information is available to AgriSync.   

 

7. CUSTOMER DATA INCIDENT MANAGEMENT AND NOTIFICATION

AgriSync maintains security incident management policies and procedures and shall notify Customer without undue delay after becoming aware of the accidental or unlawful  destruction, loss, alteration, unauthorized disclosure of, or access to Customer Data, including Personal Data, transmitted,  stored or otherwise Processed by AgriSync or its Sub-processors of which AgriSync becomes aware (a “Customer Data Incident”).  AgriSync shall make reasonable efforts to identify the cause of such Customer Data Incident and take those steps as AgriSync  deems necessary and reasonable in order to remediate the cause of such a Customer Data Incident to the extent the  remediation is within AgriSync’s reasonable control. The obligations herein shall not apply to incidents that are caused by  Customer or Users.  

 

8. RETURN AND DELETION OF CUSTOMER DATA

AgriSync shall return Customer Data to Customer and, to the extent allowed by applicable law, delete Customer Data in accordance with the procedures and timeframes specified in the Security, Privacy and Architecture Documentation.  

 

9. AUTHORIZED AFFILIATES

9.1 Contractual Relationship. The parties acknowledge and agree that, by executing the Agreement, Customer enters into the DPA on behalf of itself and, as applicable, in the name and on behalf of its Authorized Affiliates, thereby establishing a  separate DPA between AgriSync and each such Authorized Affiliate subject to the provisions of the Agreement and this Section  9 and Section 10. Each Authorized Affiliate agrees to be bound by the obligations under this DPA and, to the extent  applicable, the Agreement. For the avoidance of doubt, an Authorized 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 and Content by Authorized Affiliates must comply with the terms and conditions of the Agreement and any violation of the terms and conditions of the Agreement by an Authorized Affiliate shall be deemed a violation by Customer.   

9.2 Communication. The Customer that is the contracting party to the Agreement shall remain responsible for coordinating all  communication with AgriSync under this DPA and be entitled to make and receive any communication in relation to this DPA on behalf of its Authorized Affiliates.   

 

10. LIMITATION OF LIABILITY

Each party’s and all of its Affiliates’ liability, taken together in the aggregate, arising out of or related to this DPA, and all DPAs between Authorized Affiliates and AgriSync, 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.   

For the avoidance of doubt, AgriSync’s and its Affiliates’ total liability for all claims from Customer and all of its Authorized  Affiliates arising out of or related to the Agreement and all DPAs shall apply in the aggregate for all claims under both the  Agreement and all DPAs established under the Agreement, including by Customer and all Authorized Affiliates, and, in particular, shall not be understood to apply individually and severally to Customer and/or to any Authorized Affiliate that is  a contractual party to any such DPA.   

 

11. EUROPEAN SPECIFIC PROVISIONS

11.1 GDPR. AgriSync will Process Personal Data in accordance with the GDPR requirements directly applicable to AgriSync’s provision of its Services.    

11.2 Data Protection Impact Assessment. AgriSync shall provide reasonable assistance to Customer in the cooperation or prior consultation with the Supervisory Authority in the performance of its tasks relating to Section 6 of this DPA, to the extent  required under the GDPR.     

11.3 Application of Standard Contract Clauses. AgriSync applies the Standard Contractual Clauses set forth in Schedule 2 (“Clauses”) to this DPA to any transfers of Personal Data under this DPA from the European Union, the European Economic Area and/or their member states, Switzerland and  the United Kingdom to countries which do not ensure an adequate level of data protection within the meaning of Data  Protection Laws and Regulations of the foregoing territories, to the extent such transfers are subject to such Data Protection  Laws and Regulations.  The Clauses and the additional terms in this Section 11 apply to (i) any Customer which is subject to the data protection laws and regulations of the European  Union, the European Economic Area and/or their member states, Switzerland and/or the United Kingdom and, (ii) its  Authorized Affiliates. For the purpose of the Clauses and this Section 11, the aforementioned entities  shall be deemed “data exporters”.   

11.4  Instructions. This DPA and the Agreement are Customer’s complete and final documented instructions at the time of  signature of the Agreement to AgriSync for the Processing of Personal Data. Any additional or alternate instructions must be agreed upon separately. For the purposes of Clause 5(a) of the Clauses, the following is deemed an instruction by the Customer to process Personal Data: (a) Processing in accordance with the Agreement and applicable Order(s); (b) Processing initiated by Users in their use of the Services and (c) Processing to comply with other reasonable documented instructions provided by Customer (e.g., via email) where such instructions are consistent with the terms of the Agreement.   

11.5 Data Exports from the United Kingdom under the Standard Contractual Clauses.  In case of any transfers of Personal  Data under this DPA under the Clauses from the United Kingdom, to the extent such transfers are subject to  Data Protection Laws and Regulations applicable in the United Kingdom (“UK Data Protection Laws”), (i)  general and specific references in the Clauses to Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 shall hereby be deemed to have the same meaning as the equivalent reference in the UK Data Protection Laws; (ii) References in the Clauses to “the law of the Member State in which the  data exporter is established” shall hereby be deemed to mean “the law of the United Kingdom”; and (iii) any other  obligation in the Clauses determined by the Member State in which the data exporter is established  shall hereby be deemed to refer to an obligation under UK Data Protection Laws.   

11.6 Appointment of new Sub-processors and List of current Sub-processors. Pursuant to Clause 5(h) of the Clauses, Customer acknowledges and expressly agrees that AgriSync may engage third-party Sub-processors in connection with  the provision of the Services. AgriSync shall make available to Customer the current list of Sub-processors in accordance with Section 5.2 of this DPA.   

11.7 Notification of New Sub-processors and Objection Right for new Sub-processors. Pursuant to Clause 5(h) of the  Clauses, Customer acknowledges and expressly agrees that AgriSync may engage new Sub-processors  as described in Sections 5.2 and 5.3 of this DPA.   

11.8 Copies of Sub-processor Agreements. The parties agree that the copies of the Sub-processor agreements that must be  provided by AgriSync to Customer pursuant to Clause 5(j) of the Clauses may have all commercial  information, or clauses unrelated to the Clauses or their equivalent, removed by AgriSync beforehand; and, that such copies will be provided by AgriSync, in a manner to be determined in its discretion, only upon request by Customer.  

11.9 Audits and Certifications. The parties agree that the audits described in Clause 5(f) and Clause 12(2) of the Clauses shall be carried out in accordance with the following specifications:   

Upon Customer’s request, and subject to the confidentiality obligations set forth in the Agreement, AgriSync shall make available to Customer that is not a competitor of AgriSync (or Customer’s independent, third-party auditor that is not a competitor of AgriSync) information regarding the AgriSync’s compliance with the obligations set forth in this DPA in  the form of the third-party certifications and audits to  the extent AgriSync makes them generally available to its customers. Customer may contact AgriSync in accordance with the  “Notices” Section of the Agreement to request an on-site audit of the procedures relevant to the protection of Personal  Data. Customer shall reimburse AgriSync for any time expended for any such on-site audit at AgriSync’s then-current  professional services rates, which shall be made available to Customer upon request. Before the commencement of any such on-site audit, Customer and AgriSync shall mutually agree upon the scope, timing, and duration of the audit in addition  to the reimbursement rate for which Customer shall be responsible. All reimbursement rates shall be reasonable, taking into account the resources expended by AgriSync. Customer shall promptly notify AgriSync with information regarding any non-compliance discovered during the course of an audit. 

11.10 Certification of Deletion. The parties agree that the certification of deletion of Personal Data that is described in Clause  12(1) of the Clauses shall be provided by AgriSync to Customer only upon Customer’s request.   

11.11 Conflict. In the event of any conflict or inconsistency between the body of this DPA and any of its Schedules (not including  the Clauses) and the Clauses in Schedule 1, the Clauses shall prevail except where expressly modified in this Section 11.    

List of Schedules   

Schedule 1: Details of the Processing   

Schedule 2: Standard Contractual Clauses   

 

The parties’ authorized signatories have duly executed this DPA:   

CUSTOMER   

 

Signature:_______________________________   

Customer Legal Name:______________________   

Print Name: _____________________________   

Title: __________________________________   

Date: __________________________________   

 

AGRISYNC, INC.  

By: /s/ Casey Niemann  

Casey Niemann, President 

PO Box 475 Waukee, Iowa 50663 USA   

 

SCHEDULE 1 - DETAILS OF THE PROCESSING   

Nature and Purpose of Processing   

AgriSync will Process Personal Data as necessary to perform the Services pursuant to the Agreement, as further specified in the  Documentation, and as further instructed by Customer in its use of the Services.   

Duration of Processing   

Subject to Section 8 of the DPA, AgriSync will Process Personal Data for the duration of the Agreement, unless otherwise agreed upon  in writing.    

Categories of Data Subjects   

Customer may submit Personal Data to the Services, the extent of which is determined and controlled by Customer in its sole  discretion, and which may include, but is not limited to Personal Data relating to the following categories of data subjects:   

  • Prospects, customers, business partners and vendors of Customer (who are natural persons)  
  • Employees or contact persons of Customer’s prospects, customers, business partners and vendors  
  • Employees, agents, advisors, freelancers of Customer (who are natural persons)  
  • Customer’s Users authorized by Customer to use the Services  

Type of Personal Data   

Customer may submit Personal Data to the Services, the extent of which is determined and controlled by Customer in its sole  discretion, and which may include, but is not limited to the following categories of Personal Data:   

  • First and last name  
  • Title  
  • Position  
  • Employer  
  • Contact information (company, email, phone, physical business address)  
  • ID data  
  • Professional life data  
  • Personal life data  
  • Localisationdata   

Special categories of data (if appropriate)   

Customer may, subject to the restrictions set out in the Documentation, submit special categories of Personal Data to the Services,  the extent of which is determined and controlled by Customer 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, or trade-union  membership, and the processing of genetic data, biometric data for the purpose of uniquely identifying a natural person, data  concerning health or data concerning a natural person’s sex life or sexual orientation.   

 

SCHEDULE 2 - STANDARD CONTRACTUAL CLAUSES    

Standard Contractual Clauses (processors)   

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.   

Name of the data exporting organization:      

Address:      

Tel.:  ; fax:  ; e-mail:     

Other information needed to identify the organization:    

……………………………………………………………  (the data exporter)   

And   

Name of the data importing organization:  AgriSync, Inc. 

Address: PO Box 475 Waukee, Iowa, 50263, USA   

Tel.: + 1 515.346.6933;      e-mail: help@agrisync.com   

Other information needed to identify the organization: Not applicable   

(the data importer)   

each a “party”; together “the parties”,   

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;   

(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 subprocessor’ means any processor engaged by the data importer or by any other subprocessor of the data importer  who agrees to receive from the data importer or from any other subprocessor 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   

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   

  1. 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.   
  2. 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.   
  3. The data subject can enforce against thesubprocessor 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  subprocessor shall be limited to its own processing operations under the Clauses.    
  4. 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 subprocessor 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 subprocessing 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 subprocessing, the processing activity is carried out in accordance with Clause 11 by a subprocessor  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   

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 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 law enforcement authority unless otherwise   

prohibited, such as a prohibition under criminal 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 that request, unless it has been   

otherwise authorised 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 subprocessing,  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 subprocessing, it has previously informed the data exporter and obtained its prior written consent; 

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

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

Clause 6   

Liability   

  1. The parties agree that any data subject, who has suffered damageas a result of any breach of the obligations referred to   

in Clause 3 or in Clause 11 by any party or subprocessor is entitled to receive compensation from the data exporter for  the damage suffered.   

  1. 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 hissubprocessor 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. The data importer may not rely on a breach by a subprocessor of its obligations in order to avoid its own liabilities.   
  2. 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 thesubprocessor 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 subprocessor agrees that the data subject may issue a claim against the data subprocessor 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 subprocessor shall be limited to its own  processing operations under the Clauses.   

Clause 7   

Mediation and jurisdiction   

  1. The data importer agrees that if the data subject invokes againstit 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.   

  1. 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 subprocessor, 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 subprocessor preventing the conduct of an audit of the data importer, or any subprocessor, 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   

Subprocessing   

  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  subprocessor which imposes the same obligations on the subprocessor as are imposed on the data importer under the  Clauses. Where the subprocessor 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 subprocessor’s obligations under such  agreement.    

  1. The prior written contract between the data importer and thesubprocessor 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 subprocessor shall  be limited to its own processing operations under the Clauses.   
  2. The provisions relating to data protection aspects forsubprocessing 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.   
  3. The data exporter shall keep a list ofsubprocessing 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 subprocessor 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 thesubprocessor 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.   

On behalf of the data exporter:    

Name (written out in full):    

Position:   

Address:    

Other information necessary in order for the contract to be binding (if any):   

Signature……………………………………….   

On behalf of the data importer:    

Name:  Casey Niemann  

Position:  President 

Address:  PO Box 475 Waukee, Iowa 50663 USA   

Other information necessary in order for the contract to be binding (if any):   

Signature: /s/ Casey Niemann  

 

APPENDIX 1 TO THE STANDARD CONTRACTUAL CLAUSES   

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.   

Data exporter   

The data exporter is (please specify briefly your activities relevant to the transfer):  Data Exporter is the legal entity specified in Section 12.2 of the DPA.    

Data importer   

The data importer is (please specify briefly activities relevant to the transfer):  

AgriSync, Inc. is a provider of enterprise cloud computing solutions which processes personal data upon the instruction of the data exporter in accordance with the terms of the Agreement.   

Data subjects   

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

Data exporter may submit Personal Data to the Services, the extent of which is determined and controlled by the data exporter  in its sole discretion, and which may include, but is not limited to Personal Data relating to the following categories of data subjects:   

  • Prospects, customers, business partners and vendors of data exporter (who are natural persons)  
  • Employees or contact persons of data exporter’s prospects, customers, business partners and vendors  ● Employees, agents, advisors, freelancers of data exporter (who are natural persons)  
  • Data exporter’s Users authorized by data exporter to use the Services  

Categories of data   

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

Data exporter may submit Personal Data to the Services, the extent of which is determined and controlled by the data exporter  in its sole discretion, and which may include, but is not limited to the following categories of Personal Data:   

  • First and last name  
  • Title  
  • Position  
  • Employer  
  • Contact information (company, email, phone, physical business address)  
  • ID data  
  • Professional life data  
  • Localisationdata   

Special categories of data (if appropriate)   

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

Data importer does not intentionally collect or process any special categories of data in the provision of its Services.  However, special categories of data may from time to time be processed through the Services where the Data Exporter or its Users choose to include this type of data within the communications it transmits using the Services. As such, the Data Exporter is solely responsible for ensuring the legality of any special categories of data it or its Users choose to process using the Services. 

 

Processing operations   

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

The objective of Processing of Personal Data by data importer is the performance of the Services and other permitted activities pursuant to the Agreement.   

 

DATA EXPORTER  Name:………………………………….…  Authorised Signature ……………………   

 

DATA IMPORTER  Name:AgriSync, Inc.   Authorised Signature /s/ Casey Niemann 

 

APPENDIX 2 TO THE STANDARD CONTRACTUAL CLAUSES   

This Appendix forms part of the Clauses and must be completed and signed by the parties   

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

Data importer will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and  integrity of Personal Data uploaded to the Services purchased by data exporter, such safeguards more fully described by data importer on written request.  Data Importer will not materially decrease the overall security of the Services during a  subscription term.   

 

DATA EXPORTER  Name:………………………………….…  Authorised Signature ……………………   

 

DATA IMPORTER  Name:AgriSync, Inc.   Authorised Signature /s/ Casey Niemann 

Last Updated: June 2, 2021