Data Processing Agreement

This Data Processing Addendum (this “Addendum”) is entered into by and between Assemble Technology, Inc. (“Company”) and the Customer named in the applicable Order Form and supplements the terms and conditions between Company and Customer to which it is referenced (the “Agreement”). All capitalized terms used but not otherwise defined herein have the respective meanings ascribed to them in the Agreement.

Customer has purchased a subscription to the Service pursuant to the Agreement that involves the Processing of Personal Data subject to Data Protection Laws.

This Addendum serves as the binding contract referred to in Article 28 (3) of the GDPR that sets out the subject-matter, duration of processing, nature and purpose of processing, the type of personal data and categories of data subjects as well as the obligations and rights of the Controller which maybe further supplemented by the terms of the Agreement.

In the provision of Service by Company to Customer pursuant to the Agreement, Customer acts as Controller and Company acts as Processor with respect to the Personal Data or as the case maybe, Customer acts as a Processor for its end user customers including such end user customers’ affiliated companies (as ultimate Controllers) and Company will act as a Sub-Processor acting on the instruction of the Customer vis-a-vis its end user customers.

Assemble reserves the right to modify or update the terms of this SLA in its discretion, the effective date of which will be the earlier of (i) 10 days from the date of such update or modification and (ii) Customer’s continued use of the Service.

The parties agree as follows:

EXHIBIT 1

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: The Customer named in the Order Form(the data exporter)

And

Name of the data importing organization:  Assemble Technology, Inc.

Address:
1053 De Haro Street
San Francisco, CA 94107
(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:

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

Clause 4

Obligations of the data exporter

The data exporter agrees and warrants:

Clause 5

Obligations of the data importer
The data importer agrees and warrants:

Clause 6

Liability

Clause 7

Mediation and jurisdiction

Clause 8

Cooperation with supervisory authorities

Clause 9

Governing Law

The Clauses will be governed by the law of the jurisdiction 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

Clause 12

Obligation after the termination of personal data processing services

(signature page follows)

On behalf of the data exporter: The Customer named in the Order Form

On behalf of the data importer:

Name (written out in full):
Assemble Technology, Inc.

Address:
1053 De Haro Street, San Francisco, CA 94107

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): As specified in the Addendum.

Data importer
The data importer is (please specify briefly activities relevant to the transfer): Assemble Technology, Inc.

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

Categories of data
The personal data transferred concern the following categories of data (please specify):
Categories of personal data selected by the data exporter for processing by the data importer, up to and including: 

APPENDIX 2 TO THE STANDARD CONTRACTUAL CLAUSES

This Appendix forms part of the Clauses and must be completed and signed by the partiesDescription 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):

As specified on Exhibit 2 of the Addendum to which these Standard Contractual Clauses are attached.

Exhibit 2

Technical and organizational measures

Company has taken and will maintain the appropriate administrative, technical, physical and procedural security measures, for the protection of the Personal Data, as further described at http://www.assemble.inc/security-controls  or otherwise made reasonably available by Company.

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