DATA PROCESSING ADDENDUM FOR ELSA ENTERPRISE

This Data Processing Addendum (“DPA”) is incorporated by reference into and forms an integral and inseparable part of the ELSA Enterprise Agreement governing the use of our services (“Agreement”) entered by and between you, the Customer (as defined in the Agreement) (collectively, “you”, “your”, “Customer”), and ELSA, Corp. (“ELSA”, “us”, “we”, “our”) to reflect the parties’ agreement with regard to the Processing of Personal Data by ELSA solely on behalf of the Customer. Both parties shall be referred to as the “Parties” and each, a “Party”. 

Capitalized terms not defined herein shall have the meanings assigned to such terms in the Agreement. 

By using the Services, Customer accepts this DPA and you represent and warrant that you have full authority to bind the Customer to this DPA. If you cannot, or do not agree to comply with and be bound by this DPA, or do not have the authority to bind the Customer or any other entity, please do not provide Personal Data to us.

In the event of any conflict between certain provisions of this DPA and the provisions of the Agreement, the provisions of this DPA shall prevail over the conflicting provisions of the Agreement solely with respect to the Processing of Personal Data. 

1. DEFINITIONS
   1. Definitions: 
      1. “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “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.
      2. “Authorized Affiliate” means any of Customer’s Affiliate(s) which is explicitly permitted to use the Services pursuant to the Agreement between Customer and ELSA but has not signed its own agreement with ELSA and is not a “Customer” as defined under the Agreement.
      3. The terms, “Controller“, “Data Subject”, “Member State“, “Processor“, “Processing” and “Supervisory Authority” and “Personal Data Breach” shall have the same meaning as in the GDPR. 
      4. The terms “Business”, “Business Purpose”, “Collects” (and “collected” and “collection”), “Consumer”, “Personal Information”, “Sell” (and “selling”, “sale”, and “sold”), “Share” (and “shared”, or “sharing”) and “Service Provider” shall each have the meaning ascribed to them under the CCPA.
      5. “Data Protection Laws” means all applicable and binding privacy and data protection laws and regulations as applicable to the Processing of the Personal Data under the Agreement and in effect at the time of ELSA’s performance hereunder, including (without limitation) 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 (GDPR), the Data Protection Act 2018, as well as the GDPR as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018 and as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019 (SI 2019/419) (UK GDPR), the Swiss Federal Act on Data Protection of 19 June 1992, and ‎as revised as of 25 September 2020 (FADP), US Federal and State privacy laws including the California Consumer Privacy Act of 2018, Cal. Civ. Code §§ 1798.100 et. seq., and its implementing regulations, as may be amended from time to time (CCPA), and Japan’s Act on the Protection of Personal Information, Act No. 57 of 2003, as it may be amended from time to time (APPI).
      6. “Onward Transfer” means the onward transfer of Personal Data by ELSA to a Sub-processor or ELSA Affiliate;
      7. “Personal Data” means any information that identifies, relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, to or with an identified or identifiable natural person, which is processed by ELSA solely on behalf of Customer, under this DPA and the Agreement.
      8. “Services” means the services provided to Customer by ELSA in accordance with the Agreement.
      9. “Security Documentation” means the security measures applicable to the Services purchased by Customer, which at a minimum will include the provisions described in Schedule 4 attached hereto.
      10. “Sensitive Data” means Personal Data that is protected under a special legislation and requires unique treatment, such as “special categories of data”, “sensitive data” or other materially similar terms under applicable Data Protection Laws, which may include any of the following: (a) social security number, tax file number, passport number, driver’s license number, or similar identifier (or any portion thereof); (b) credit or debit card number; (c) financial, credit, genetic, biometric or health information; (d) information revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person’s sex life or sexual orientation, or data relating to criminal convictions and offenses; and/or (e) account passwords in unhashed form. 
      11. “SCC” shall mean (a) where the GDPR applies, the standard contractual clauses set out in the Annex of Commission Implementing Decision (EU) 2021/914 of 4 June 2021 (“EU SCC”), (b) where the UK GDPR applies, the International Data Transfer Addendum to the EU SCC as issued by the Information Commissioner’s Office (“UK SCC”), or (c) where FADP applies, the applicable standard data protections clauses issued/approved by the Swiss Federal Data Protection and Information Commissioner (“Swiss SCC”), each as incorporated by reference under Schedule 2 (Cross Border Transfers) attached hereto. 
      12. “Sub-processor” means any third party that Processes Personal Data under the instruction or supervision of ELSA.
2. PROCESSING OF PERSONAL DATA
   1. Roles of the Parties. The Parties acknowledge and agree that with regard to the Processing of Personal Data solely on behalf of Customer, (i) Customer is the Controller of Personal Data and ELSA is the Processor of such Personal Data, or (ii) Customer is a Processor of Personal Data and ELSA is a Sub-Processor of such Personal Data; as applicable. 
   2. Customer’s Processing of Personal Data. Customer, in its use of the Services, and Customer’s instructions to ELSA, shall comply with Data Protection Laws. Customer shall establish and have any and all required legal bases for ELSA’s Processing activities on Customer’s behalf, including the pursuit of ‘business purposes’ as defined under the CCPA. Customer will provide all necessary notices to relevant Data Subjects, including a description of the Services as appropriate to the age of the Data Subject, which will not be under eighteen (18) years of age, and secure all necessary permissions and consents, or other applicable lawful grounds for Processing Personal Data, including Sensitive Data, by ELSA pursuant to this DPA and under Data Protection Laws, and shall indemnify, defend and hold harmless any claim, damages or fine against ELSA arising from any failure to process the Personal Data with legal consent, basis or legitimate business purpose or in violation of any Data Protection Laws.
   3. ELSA’s Processing of Personal Data. When Processing on Customer’s behalf under the Agreement, ELSA shall Process Personal Data for the following purposes: (i) Processing in accordance with the Agreement and this DPA; (ii) Processing for Customer as part of its provision of the Services; (iii) Processing to comply with Customer’s reasonable and documented instructions, where such instructions are consistent with the terms of the Agreement; (iv) rendering Personal Data fully anonymous, non-identifiable and non-personal in accordance with applicable standards recognized by Data Protection Laws and guidance issued thereunder; (v) Processing as required under the laws applicable to ELSA, and/or as required by a court of competent jurisdiction or other competent governmental or semi-governmental authority, provided that ELSA shall inform Customer of the legal requirement before Processing, unless such law or order prohibit such information on important grounds of public interest.
   4. ELSA shall inform Customer without undue delay if, in ELSA’s opinion, an instruction for the Processing of Personal Data given by Customer infringes applicable Data Protection Laws. To the extent that ELSA cannot comply with an instruction from Customer, ELSA (i) shall inform Customer, providing relevant details of the issue, (ii) ELSA may, without liability to Customer, temporarily cease all Processing of the affected Personal Data (other than securely storing such data) and/or suspend Customer’s access to the Services, and (iii) if the Parties do not agree on a resolution to the issue in question and the costs thereof, Customer may, as its sole remedy, terminate the Agreement and this DPA with respect to the affected Processing, and Customer shall pay to ELSA all the amounts owed to ELSA or due before the date of termination. Customer will have no further claims against ELSA (including, without limitation, requesting refunds for Services) pursuant to the termination of the Agreement and the DPA as described in this paragraph.
   5. Details of the Processing. The subject-matter of Processing of Personal Data by ELSA is the performance of the Services pursuant to the Agreement and the purposes set forth in this DPA. 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 1 (Details of Processing) to this DPA.
   6. CCPA Terms. If Customer is a Business under the CCPA and ELSA Processes Personal Data hereunder that is subject to the CCPA, the terms set forth in Schedule 3 (CCPA Terms) hereto shall apply and bind the Parties with regard to such Personal Data and the Processing thereof.
3. DATA SUBJECT REQUESTS. ELSA shall, to the extent legally permitted, notify Customer or refer Data Subjects to Customer, if ELSA receives a request from a Data Subject to exercise their rights under Data Protection Laws concerning the Personal Data (“Data Subject Request”). Taking into account the nature of the Processing, ELSA shall assist Customer by implementing appropriate technical and organizational measures, insofar as this is possible and reasonable, for the fulfillment of Customer’s obligation to respond to Data Subject Requests under Data Protection Laws.
4. CONFIDENTIALITY. ELSA shall ensure that its personnel and advisors engaged in the Processing of Personal Data have committed themselves to confidentiality and appropriate trainings.
5. SUB-PROCESSORS
   1. Appointment of Sub-processors. Customer acknowledges and agrees that (a) ELSA may engage Sub-processors to Process Personal Data on behalf of Customer; (b) ELSA’s Affiliates may be engaged as Sub-processors; and (c) ELSA and ELSA’s Affiliates on behalf of ELSA may each engage third-party Sub-processors in connection with the provision of the Services. A list of Sub-processors currently used by ELSA is provided here (“Sub-Processors List”). The Sub-Processors List as of the date of first use of the Services by Customer is hereby deemed authorized upon first use of the Services.
   2. Agreements with Sub-processors. ELSA or ELSA’s Affiliate on behalf of ELSA has entered into a written agreement with each Sub-processor containing appropriate safeguards for the protection of Personal Data. Where ELSA engages a Sub-processor for carrying out specific Processing activities on behalf of the Customer, the same or materially similar data protection obligations as set out in this DPA shall be imposed on such new Sub-processor by way of a contract, in particular obligations to implement appropriate technical and organizational measures in such as a manner that the Processing will meet the requirements of the relevant Data Protection Laws. Where a Sub-processor fails to fulfill its data protection obligations concerning its Processing of Personal Data, ELSA shall remain responsible for the performance of the Sub-processor’s obligations.
   3. Notification and Objection to New Sub-processors. ELSA may engage with a new Sub-processor (“New Sub-processor“) to Process Personal Data in connection with the provision of the Services. Customer shall subscribe to ELSA’s notifications regarding new Sub-processors using the Tools-> Notification settings->Edits->Added or removed content menu in the Sub-Processors List. ELSA shall give notice of the planned appointment of any new Sub-processor(s). Customer may object to the Processing of Personal Data by the New Sub-processor, for reasonable and explained grounds relating to the protection of Personal Data, by providing a written objection to [email protected] within 10 days following notification to Customer of the engagement with the New Sub-processor. If Customer sends ELSA a written objection notice in a timely manner, the parties will make a good-faith effort to resolve Customer’s objection. In the absence of a resolution, ELSA will make commercially reasonable efforts to provide Customer with the same level of Services, without using the New Sub-processor to Process Personal Data.
6. SECURITY & AUDITS
   1. Controls for the Protection of Personal Data. ELSA shall maintain industry-standard technical and organizational measures for protection of Personal Data, including those measures set forth in the Security Documentation.
   2. Audits. Upon Customer’s 14 days prior written request at reasonable intervals (no more than once every 12 months), and subject to strict confidentiality undertakings by Customer, ELSA shall make available to Customer that is not a competitor of ELSA (or Customer’s independent, reputable, third-party auditor that is not a competitor of ELSA and not in conflict with ELSA, subject to their confidentiality and non-compete undertakings) information necessary to demonstrate that Personal Data is Processed in a manner consistent with ELSA’s obligations under this DPA. Such information shall only be used by Customer to assess compliance with this DPA, and shall not be used for any other purpose or disclosed to any third party without ELSA’s prior written approval. Upon ELSA’s first request, Customer shall return all records or documentation in Customer’s possession or control provided by ELSA in the context of the audit. If and to the extent that the SSC apply, nothing in this Section 6.2 varies or modifies the SCC nor affects any Supervisory Authority’s or Data Subject’s rights under the SCC.
   3. In the event that such audit uncovers unauthorized Processing of Personal Data, Customer shall have the right to, upon notice, take reasonable and appropriate steps to stop and remediate such unauthorized Processing.
   4. The audit rights set forth in ‎6.2 above, shall only apply to the extent that the Agreement does not otherwise provide Customer with audit rights that meet the relevant requirements of Data Protection Laws.
7. DATA INCIDENT MANAGEMENT AND NOTIFICATION
   ELSA 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 Personal Data Processed by ELSA on behalf of the Customer (a “Data Incident”), or data incident or breach as otherwise defined in applicable Data Protection Laws involving Personal Data Processed by ELSA on behalf of the Customer. ELSA shall make reasonable efforts to identify and take those steps as ELSA deems necessary and reasonable in order to remediate and/or mitigate the cause of such Data Incident. The obligations herein shall not apply to incidents that are caused by Customer or anyone who uses the Services on Customer’s behalf. Customer will not make, disclose, release or publish any finding, admission of liability, communication, notice, press release or report concerning any Data Incident which directly or indirectly identifies ELSA (including in any legal proceeding or in any notification to regulatory or supervisory authorities or affected individuals) without ELSA’s prior written approval, unless, and solely to the extent that, Customer is compelled to do so pursuant to applicable Data Protection Laws. In the latter case, unless prohibited by such laws, Customer shall provide ELSA with reasonable prior written notice to provide ELSA with the opportunity to object to such disclosure and in any case, Customer will limit the disclosure to the minimum scope required.
8. RETURN AND DELETION OF PERSONAL DATA
   Within 90 days following termination of the Agreement and subject thereto, ELSA shall delete all the Personal Data it Processes solely on behalf of the Customer unless Data Protection Laws require otherwise. To the extent authorized or required by applicable law, ELSA may also retain one copy of the Personal Data solely for evidence purposes and/or for the establishment, exercise or defense of legal claims and/or for compliance with legal obligations.
9. CROSS-BORDER DATA TRANSFERS
   1. Applicable Data Protection Laws in certain jurisdictions may require additional/different safeguards or transfer mechanism to facilitate cross-border transfers. In such a case, the Parties agree to cooperate and implement such additional safeguards or adopt such transfer mechanisms, as appropriate and necessary.
   2. In the event of any Onward Transfer by ELSA, it shall procure that the Sub-processor to which the Personal Data is transferred to provides sufficient guarantees to protect the Personal Data, and observes no less onerous obligations as those imposed on ELSA under the original relevant transfer and adopts the necessary transfer mechanism.
   3. Personal Data may be transferred from the EEA, Switzerland or UK, to a destination outside of these, provided the transfer complies with applicable provisions regarding the transfer of Personal Data to countries outside of the EEA, Switzerland or UK under Data Protection Laws (such as where the transfer of Personal Data is performed subject to an adequacy decision by the relevant supervisory authority) or through the use of SSC (including as incorporated by reference in Schedule 2 when the transfer is between the Parties), or other applicable frameworks.
   4. ELSA represents and warrants that any Personal Data originating from Japan that is transferred to countries outside the EEA and UK shall be subject to privacy, data protection and data security safeguards that are no less onerous than the ones that apply under the APPI.
10. AUTHORIZED AFFILIATES
    1. Contractual Relationship. The Parties acknowledge and agree that, by executing the DPA, the Customer enters into the DPA on behalf of itself and, as applicable, in the name and on behalf of its Authorized Affiliates, in which case each Authorized Affiliate agrees to be bound by the Customer’s obligations under this DPA, if and to the extent that ELSA Processes Personal Data on the behalf of such Authorized Affiliates. All access to and use of the Services by Authorized Affiliates must comply with the terms and conditions of the Agreement and this DPA and any violation of the terms and conditions therein by an Authorized Affiliate shall be deemed a violation by Customer.
    2. Communication. Customer shall remain responsible for coordinating all communication with ELSA under the Agreement and this DPA, including for Authorized Affiliates, and shall be entitled to make and receive any communication in relation to this DPA on behalf of its Authorized Affiliates.
11. Data Protection Impact Assessment and Prior Consultation. Upon Customer’s reasonable request, ELSA shall provide Customer, at Customer’s cost, with reasonable cooperation and assistance needed to fulfill Customer’s obligation under Data Protection Laws to carry out a data protection impact assessment or data protection assessment (as applicable) 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 ELSA. ELSA shall provide, at Customer’s cost, reasonable assistance to Customer in the cooperation or prior consultation with Supervisory Authorities in the performance of its tasks relating to this Section 11, to the extent required under the applicable Data Protection Laws.
12. Governing Law. To the maximum extent permitted by law, this DPA shall be governed by the laws governing the Agreement, except for those provisions of clauses which dictate the application of another law for particular purposes.
13. Modifications. Each Party may request in writing variations to this DPA if they are required as a result of any change in, or decision of a competent authority under Data Protection Laws, to allow Processing of Personal Data to be made (or continue to be made) in accordance with the Agreement or this DPA without breach of those Data Protection Laws. The Parties shall make commercially reasonable efforts to accommodate such modification request that the other Party believes is necessary.

SCHEDULE 1 – DETAILS OF THE PROCESSING

Nature and Purpose of Processing

As detailed in clause 2.3 of this DPA. 

Duration of Processing

Subject to any section of the DPA and/or the Agreement dealing with the duration of the Processing and the consequences of the expiration or termination thereof, ELSA will Process Personal Data pursuant to the DPA and Agreement for the duration of the Agreement, unless agreed otherwise in writing. 

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. All data subjects must be eighteen (18) years old or older.

Categories of Data Subjects

Customer may submit Personal Data to the Services regarding various categories of Data Subjects, determined and controlled by the Customer in its sole discretion.

SCHEDULE 2 – CROSS BORDER TRANSFERS

PART 1 – EEA Cross Border Transfers

1. The parties agree that to the extent the EU SCC apply, they are hereby incorporated by reference as follows:
2. Module Two (Controller to Processor) of the EU SCC shall apply where the EEA Transfer is effectuated by Customer as the data controller of the Personal Data and ELSA is the data processor of the Personal Data.
3. Module Three (Processor to Processor) of the EU SCCs shall apply where the EEA Transfer is effectuated by Customer as the data processor of the Personal Data and ELSA is a sub-processor of the Personal Data.
4. Clause 7 of the EU SCC (Docking Clause) shall not apply.
5. Option 2: GENERAL WRITTEN AUTHORISATION in Clause 9 of the EU SCC shall apply, and the method for appointing and time period for prior notice of Sub-processor changes shall be as set forth in Section ‎5.3 of the DPA.
6. In Clause 11 of the EU SCC, the optional language will not apply.
7. With respect to Clause 17 of the EU SCC, the Parties agree that the EU SCC shall be governed by the laws of the Republic of Ireland.
8. In Clause 18(b) of the EU SCC, disputes will be resolved before the courts of the Republic of Ireland.
9. Annex I.A of the EU SCC shall be completed as follows:
   Data Exporter: Customer.
   Contact details: As detailed in the Agreement.
   Module Two: data controller.
   Module Three: data processor.
   Signature and Date: By entering into the Agreement and DPA, Data Exporter is deemed to have signed these Standard Contractual Clauses incorporated herein, including their Annexes, as of the Effective Date of the Agreement.
   Data Importer: ELSA.
   Contact details: As detailed in the Agreement.
   Module Two: data processor.
   Module Three: sub-processor.
   Signature and Date: By entering into the Agreement and DPA, Data Importer is deemed to have signed these Standard Contractual Clauses, incorporated herein, including their Annexes, as of the Effective Date of the Agreement.
10. Annex I.B of the EU SCC shall be completed as follows:
    The categories of data subjects, personal data, frequency of the transfer, nature of the processing and purpose of the processing and duration are described in Schedule 1 (Details of the Processing) of this DPA. The period for which the Personal Data will be retained is for the duration of the Agreement, unless agreed otherwise in the Agreement and/or the DPA. In relation to transfers to Sub-processors, the subject matter, nature, and duration of the processing is set forth in Schedule 1 of the DPA.
11. Annex I.C of the EU SCC shall be completed as follows:
    The competent supervisory authority in accordance with Clause 13 is the supervisory authority in the Member State stipulated in Section ‎7 above.
12. The Security Documentation referred to in the DPA serves as Annex II of the EU SCC.
13. To the extent there is any conflict between the SCC and any other terms in this DPA or the Agreement, the provisions of the SCC will prevail.

PART 2 – UK Cross Border Transfers

The Parties have agreed that to the extent the UK SCC apply, they are hereby incorporated by reference as follows:

The UK SCC is hereby incorporated by reference:

Table 1: The Parties: as detailed in Section 9 of Part 1 of this Schedule 1.

Table 2: Selected SCCs, Modules and Selected Clauses: as detailed in Part 1 of this Schedule 1.

Table 3: Appendix Information: means the information which must be provided for the selected modules as set out in the Appendix of the EU SCC (other than the Parties), and which is set out in Part 1 of this Schedule 1.

Table 4: Ending this Addendum when the Approved Addendum Changes: Neither Party may end the UK Addendum incorporated herein in the manner set out in Section 19 of the UK Addendum thereto.

PART 3 – Swiss Cross Border Transfers

1. The Parties agree that to the extent the Swiss SCC apply, they are hereby incorporated by reference, as detailed in Part 1 of this Schedule 2 and adjusted as follows: References to the Standard Contractual Clauses mean the Swiss SCC as amended by this Part 3;
2. The Swiss Federal Data Protection and Information Commissioner shall be the sole Supervisory Authority for Swiss Transfers exclusively subject to the FADP;
3. The terms “General Data Protection Regulation” or “Regulation (EU) 2016/679” as utilized in the EU SCC shall be interpreted to include the FADP with respect to Swiss Transfers;
4. References to Regulation (EU) 2018/1725 are removed;
5. Swiss Transfers subject to both the FADP and the GDPR, shall be dealt with by the EU Supervisory Authority named in Annex I.C to Part 1 of this Schedule 2;
6. References to the “Union”, “EU” and “EU Member State” shall not be interpreted in such a way as to exclude Data Subjects in Switzerland from the possibility of exercising their rights in their place of habitual residence (Switzerland) in accordance with Clause 18(c) of the Swiss SCC; 
7. Where Swiss Transfers are exclusively subject to the FADP, all references to the GDPR in the EU SCC are to be understood to be references to the FADP;
8. Where Swiss Transfers are subject to both the FADP and the GDPR, all references to the GDPR in the EU SCC are to be understood to be references to the FADP insofar as the Swiss Transfer is subject to the FADP;

PART 4 – Additional Safeguards 

1. The data importer as defined in Part 1 of this Schedule 2 shall have in place and maintain in accordance with good industry practice measures to protect the Personal Data from interception (including in transit from the data exporter as defined in Part 1 of this Schedule 2 to the data importer and between different systems and services). This includes having in place and maintaining network protection intended to deny attackers the ability to intercept data and encryption of Personal Data whilst in transit and at rest intended to deny attackers the ability to read data.
2. The data importer will make commercially reasonable efforts to resist, subject to applicable laws, any request for bulk surveillance relating to the Personal Data protected under GDPR or the UK GDPR, or the FADP, including under section 702 of the United States Foreign Intelligence Surveillance Act (“FISA”); 
3. If the data importer becomes aware that any government authority (including law enforcement) wishes to obtain access to or a copy of some or all of the Personal Data, whether on a voluntary or a mandatory basis, then unless legally prohibited or under a mandatory legal compulsion that requires otherwise:
   1. The Data Importer will notify the Data Exporter immediately after first becoming aware of such demand for access to Personal Data and provide the Data Exporter with all relevant details of the same, unless and to the extent legally prohibited to do so;
   2. The Data Importer shall inform the relevant government authority that the Data Importer is a processor of the Personal Data and that the Data Exporter has not authorized the Data Importer to disclose the Personal Data to the government authority, and inform the relevant government authority that any and all requests or demands for access to the Personal Data should therefore be notified to or served upon the Data Exporter in writing;
   3. The data importer will use commercially reasonable legal mechanisms to challenge any such demand for access to Personal Data which is under the data importer’s control. Notwithstanding the above, (a) the data exporter acknowledges that such challenge may not always be reasonable or possible in light of the nature, scope, context and purposes of the intended government authority access, and (b) if, taking into account the nature, scope, context and purposes of the intended government authority access to Personal Data, the data importer has a reasonable and good-faith belief that urgent access is necessary to prevent an imminent risk of serious harm to any individual or entity, this subsection (c)(II) shall not apply. In such event, the data importer shall notify the data exporter, as soon as possible, following the access by the government authority, and provide the data exporter with relevant details of the same, unless and to the extent legally prohibited to do so.
4. Once in every 12-month period, the data importer will inform the data exporter, at the data exporter’s written request, of the types of binding legal demands for Personal Data it has received and solely to the extent such demands have been received, including national security orders and directives, which shall encompass any process issued under section 702 of FISA.

SCHEDULE 3 – CCPA TERMS

1. SCOPE, APPLICATION & INTERPRETATION
   1. This Schedule 3 shall apply and bind the Parties if and to the extent that (i) Customer is a Business under the CCPA, and (ii) ELSA Processes Personal Information (as defined below) that is subject to the CCPA in the course of providing the Services to Customer pursuant to the Agreement. 
   2. This Schedule 3 prevails over any conflicting terms of the Agreement or the DPA but does not otherwise modify the Agreement or the DPA.
   3. This Schedule 3 shall be interpreted in favor of the Parties’ intent to comply with the CCPA, and therefore any ambiguity shall be resolved in favor of a meaning that complies and is consistent with the CCPA.
   4. Capitalized terms not specifically defined herein shall have the meanings ascribed to them in the DPA, as amended by this Schedule 3.
2. DEFINITIONS
   For the purposes of this Schedule 3:
   1. The terms “Business”, “Collects” (and “collected” and “collection”), “Consumer”, “Deidentified”, “Business Purpose”, “Sell” (and “selling”, “sale”, and “sold”), “Share” (and “shared”, or “sharing”), and “Service Provider” shall each have the same meaning as in the CCPA.
   2. “Personal Information” means any information that identifies, relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, to or with an identified or identifiable Consumer or household of a Consumer, which is processed by ELSA solely on behalf of Customer under this Schedule 3 and the Agreement.
3. PROCESSING OF PERSONAL INFORMATION
   1. Customer hereby appoints ELSA as a Service Provider to Process Personal Information on behalf of Customer. Customer, in its use of the Services, and Customer’s instructions to ELSA, shall comply with the CCPA. Customer represents and warrants that it has provided notice consistent with Section 1798.130 of the CCPA, and has obtained consents to the extent required under the CCPA for ELSA to lawfully Collect and Process the Personal Information in pursuit of the Permitted Purposes (as defined in Section ‎‎3.2 below).
   2. ELSA shall Process Personal Information solely for the purposes set forth in Section ‎2.3 of the DPA and as necessary to comply with this Schedule 3 and the CCPA. For the avoidance of doubt, such Processing shall include the pursuit of Business Purposes, including providing Customer with ELSA’s ecommerce solutions, platforms, and features (collectively: the “Permitted Purposes“). 
   3. Sections ‎3-‎8, ‎10, 12 and ‎13 of the DPA shall apply to the Processing of Personal Information and the following terms shall be replaced as follows: “Data Protection Laws” shall mean the CCPA; “DPA” shall mean this Schedule 3; “Personal Data” shall mean “Personal Information”; “Data Subject” shall mean “Consumer”; and Sub-processor shall refer to the concept of a Subcontractor engaged by ELSA to Process Personal Information.
   4. ELSA shall Process Personal Information in accordance with the applicable provisions of the CCPA, and in a manner that provides the same level of privacy protection to Personal Information as required of Businesses by the CCPA. ELSA certifies that it understands the applicable rules, requirements, and definitions of the CCPA and this Schedule 3, and shall comply with them.
   5. ELSA acknowledges and confirms that it does not receive nor process any Personal Information as consideration for any services or other items that ELSA provides to Customer under the Agreement. ELSA agrees to refrain from Selling and/or Sharing any Personal Information Processed hereunder without Customer’s prior written consent, nor take any action that would cause any transfer of Personal Information to or from ELSA under the Agreement or this Schedule 3 to qualify as Selling and/or Sharing such Personal Information. ELSA shall not have, derive, or exercise any rights or benefits regarding the Personal Information, and shall not retain, use, or disclose any Personal Information (i) for any purpose, including commercial purposes, other than the Permitted Purposes, and/or (ii) outside of the direct business relationship between the Parties. 
   6. ELSA shall not combine Personal Information with any other data if and to the extent that this would be inconsistent with the limitations on Service Providers under the CCPA. 
   7. If ELSA receives any Personal Information in Deidentified form, ELSA shall take reasonable measures to ensure that such Deidentified Personal Information cannot be associated with a Consumer or household  and and shall maintain and use such data without attempting to re-identify it. 
   8. ELSA shall notify Customer if ELSA makes a determination that it can no longer meet its obligations under this Schedule 3 and/or the CCPA.

SCHEDULE 4 – SECURITY MEASURES

ELSA shall implement and maintain current and appropriate technical and organizational measures to protect the Personal Data against accidental, unauthorized or unlawful Processing and against accidental loss, destruction, damage, alteration, disclosure or access, as set forth below. These measures shall be reviewed and updated as necessary but shall, at a minimum, include the following:

1. Provide third-party attestation of static or dynamic application security testing or penetration testing on all software or systems Processing Personal Data, remediate any identified high vulnerabilities, provide written remediation plans for medium and low vulnerabilities.
2. Maintain a level of security appropriate to the harm that may result from any unauthorized or unlawful Processing or accidental loss, destruction, damage, denial of service, alteration or disclosure, of Personal Data as appropriate to the nature of the Personal Data Processed;
3. Oblige its employees, agents or other persons to whom it provides access to the Personal Data to keep it confidential; take reasonable steps to ensure the integrity of any employees who have access to Personal Data; provide annual training to staff in order to meet the security requirements contained herein;
4. Maintain measures designed to ensure the ongoing confidentiality, integrity, availability and resilience of its systems and services;
5. Adhere password policies for standard and privileged accounts consistent with industry best practices;
6. Ensure that only those personnel who need to have access to Personal Data are granted access, such access is limited to the least amount required, and only granted for the purposes of performing the services and the obligations under this DPA;
7. Maintain a physical security program that is consistent with industry best practices;
8. Ensure that any storage media (whether magnetic, optical, non-volatile solid state, paper, or otherwise capable of retaining information) that captures Personal Data, if applicable, is securely erased or destroyed before repurposing or disposal.