Data Processing Addendum

Effective Date:  January 1, 2023

 

This Data Processing Addendum (“DPA”) forms part of the Sobooster Terms and Conditions, or other agreement governing the use of Sobooster’s services (“Agreement”) entered by and between you (“you”, “your”, “Customer”), and Sobooster Ltd. (“Sobooster”). This DPA sets out the terms that apply to the Processing of Personal Data (as defined below) by Sobooster, on behalf of Customer, in the course of providing the Services to Customer under the Agreement.

All capitalized terms not defined herein will have the meanings set forth 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 authority to bind the Customer or any other entity, please do not provide Personal Data to us.

  1. DEFINITIONS
    • 1.1. “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.
    • 1.2. “Authorized Affiliate” means any of Customer’s Affiliate(s) which (a) is subject to the Data Protection Laws, and (b) is permitted to use the Services pursuant to the Agreement between Customer and Sobooster, but has not signed its own Order Form with Sobooster and is not a “Customer” as defined under the Agreement.
    • 1.3. “Authorized User” means any individual authorized or otherwise enabled by Customer to use the Services through Customer’s account.
    • 1.4. “CCPA” means the California Consumer Privacy Act of 2018 as amended by the California Privacy Rights Act, Cal. Civ. Code §§ 1798.100 et. seq, and its implementing regulations, as may be amended from time to time.
    • 1.5. “Controller” means the entity which determines the purposes and means of the Processing of Personal Data.
    • 1.6. “Customer Data” means what is defined in the Agreement as “Customer Data.”
    • 1.7. “Data Protection Laws” means all applicable and binding privacy and data protection laws and regulations in the locations where Sobooster operates the Services, including the GDPR, UK GDPR, and the CCPA.
    • 1.8. “Data Subject” means an identified or identifiable natural person to whom the Personal Data relates.
    • 1.9. “GDPR” means 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.
    • 1.10. “Information Security Standards” means the security documentation applicable to the Services purchased by Customer, as updated from time to time, as made reasonably available to Customer by Sobooster.
    • 1.11. “Personal Data” or “Personal Information” means information that identifies, relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, to or with a particular Data Subject or Consumer (as defined in the CCPA, to the extent applicable), which is included in Customer Data Processed by Sobooster on behalf of Customer under the Agreement, or such equivalent concept as defined under applicable Data Protection Laws.
    • 1.12. “Personal Data Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data transmitted, stored or otherwise Processed by Sobooster on behalf of Customer under the Agreement.
    • 1.13. “Personnel” means persons authorized by Sobooster to Process Customer’s Personal Data.
    • 1.14. “Process” or “Processing” means any operation or set of operations which is performed upon Personal Data pursuant to this DPA, whether or not by automatic means, such as collection, organization, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination, or otherwise making available, alignment or combination, blocking, erasure or destruction.
    • 1.15. “Processor” means the entity which Processes Personal Data on behalf of the Controller.
    • 1.16. “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.
    • 1.17. “Services” means the Sobooster Revenue Intelligence™ platform and products and services (and related Documentation) described on Customer’s ordering form(s).
    • 1.18. “Standard Contractual Clauses” means (a) in respect of transfers of Personal Data subject to the GDPR, the standard contractual clauses between controllers and processors, and between processors and processors (as applicable), as approved by the European Commission Implementing Decision (EU) 2021/914 of 4 June 2021, including all annexes thereto (“EU SCCs”); (b) in respect of transfers of Personal Data subject to the UK GDPR, the International Data Transfer Addendum to the EU Commission Standard Contractual Clauses of 21 March 2022 (version B.1.0), as incorporated into the EU SCCs through Schedule 1 Part 2 hereto (“UK Addendum”); and (c) in respect of transfers subject to the Federal Act on Data Protection (FADP - as revised as of 25 September 2020), the terms set forth in Schedule 1 Part 3 hereto (“Switzerland Addendum”).
    • 1.19. “Sub-Processors” means any third party service provider engaged by Sobooster that Processes Personal Data under the instruction or supervision of Sobooster.
    • 1.20. “UK GDPR” means 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).
  2. DATA PROCESSING
    • 2.1. Scope and Roles. This DPA applies when Personal Data is Processed by Sobooster strictly on behalf of Customer, as part of Sobooster’s provision of the Services. In this context and for the purposes of the GDPR or any similar Data Protection Laws, Customer is the data Controller and Sobooster is the data Processor (or such other similar terms as defined under applicable Data Protection Laws); and for the purposes of the CCPA (to the extent applicable), Customer is the Business and Sobooster is the Service Provider.
    • 2.2. Subject Matter, Duration, Nature and Purpose of Processing. Sobooster Processes Customer’s Personal Data as part of providing Customer with the Services, pursuant to the specifications and for the duration under the Agreement.
    • 2.3. Type of Personal Data and Categories of Data Subjects. Customer and Authorized Users determine the identity of the persons which are part of the conversations and content analyzed by the Services, and the type and nature of any Personal Data (if any) exchanged in such conversations or included in such content. Sobooster has no control over the identity of the Data Subjects whose Personal Data is processed on behalf of Customer and over the types of Personal Data Processed. The Services are not intended for the Processing of Sensitive Data. At Customer’s selection, the Services may also be used to capture voice identifiers relating to Authorized Users, for speaker identification and call cataloging purposes.
    • 2.4. Customer’s Obligations and Instructions. Customer shall, in its use of the Services, only submit or otherwise have Personal Data Processed in accordance with the requirements of Data Protection Laws. Sobooster will only Process Personal Data on behalf of and in accordance with Customer’s reasonable instructions. Customer instructs Sobooster to Process Personal Data for the following purposes: (i) Processing to provide and ensure proper operation of the Services in accordance with the Agreement; (ii) Processing initiated or instructed by Authorized Users in their use of the Services; (iii) Processing to comply with other reasonable instructions provided by Customer where such instructions are consistent with the Agreement; (iv) sharing Personal Data with, or receiving Personal Data from, third parties in accordance with Customer’s instructions and/or pursuant to Customer’s use of the Services (e.g., integrations between the Services and any services provided by third parties, as configured by or on behalf of Customer); (v) rendering Personal Data fully and irrevocably anonymous and non-personal, in accordance with applicable standards recognized by Data Protection Laws and guidance issued thereunder; and (vi) Processing as required under any applicable laws to which Sobooster is subject, and/or as required by a court of competent jurisdiction or other competent governmental or semi-governmental authority, provided that Sobooster shall inform Customer of the legal requirement before Processing, unless prohibited under such law or requirement. For the avoidance of doubt, Customer’s instructions for the Processing of Personal Data shall comply with Data Protection Laws. Customer shall have sole responsibility for the accuracy, quality, and legality of Personal Data and the means by which Customer acquired Personal Data. Without limitation, Customer will provide all necessary notices to relevant Data Subjects, including a description of the Services, and secure all necessary permissions and consents, or other applicable lawful grounds for Processing Personal Data pursuant to this DPA and/or under Data Protection Laws, and shall indemnify, defend and hold harmless any claim, damages or fine against Sobooster arising from any failure to acquire or use the Personal Data with legal consent or legitimate business purpose or in violation of any Data Protection Laws. Sobooster will inform Customer, if in Sobooster’s opinion an instruction infringes any provision under any Data Protection Laws and will be under no obligation to follow such instruction, until the matter is resolved in good-faith between the parties.
    • To the extent that Sobooster cannot comply with an instruction from Customer, (i) Sobooster shall promptly inform Customer, providing relevant details of the problem, (ii) Sobooster may, without any kind of liability to Customer, temporarily cease all Processing of the affected Personal Data (other than securely storing such data) and/or suspend access to the Customer’s account, 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. Customer will have no further claims against Sobooster (including, without limitation, requesting refunds for the Services) pursuant to the termination of the Agreement and the DPA as described in this paragraph.
    • 2.5. CCPA Standard of Care; No Sale or Sharing of Personal Information. Sobooster acknowledges and confirms that it does not receive or process any Personal Information as consideration for any services or other items that Sobooster provides to Customer under the Agreement. As may be applicable to the Services provided under the Agreement, Sobooster certifies that it understands the rules, requirements and definitions of the CCPA and agrees to refrain from selling or sharing (as such terms are defined in the CCPA) any Personal Information Processed hereunder, without Customer’s prior written consent or instruction, nor take any action that would cause any transfer of Personal Information to or from Sobooster under the Agreement or this DPA to qualify as “selling” and/or “sharing” such Personal Information under the CCPA. Sobooster acknowledges that Customer discloses Personal Information to Sobooster only for limited and specified business purposes (as such term is defined in the CCPA) set out in this DPA and the Agreement. Sobooster shall process all Personal Information only (i) for such limited and specific business purpose(s), and (ii) in compliance with applicable sections of the CCPA, in a manner that provides the same or materially similar level of privacy protection as required of Customer considering the Personal Information processed and industry standards. Sobooster shall not (i) retain, use, or disclose Personal Information outside the direct business relationship of the parties, as described in the Agreement, or for any business or commercial purpose other than for the specific business purpose of performing the Services or as otherwise permitted by the Agreement and/or this DPA, nor (ii) combine Personal Information with personal information Sobooster processes on behalf of other parties unless expressly permitted under the CCPA and the Agreement between the parties. As applicable to the Services provided, Sobooster shall implement reasonable security measures, as described in Section 7 of this DPA, as appropriate under the CCPA, and reasonably assist Customer or otherwise enable Customer to comply with its obligations relating to any request received from an individual under the CCPA, as described in Section 3 of this DPA. Customer shall inform Sobooster of any request received from an individual under the CCPA which requires Sobooster’s assistance in order to be fulfilled by Customer, and shall provide Sobooster all information necessary for it to assist with the request. Subject to the audit provisions in the Agreement and this DPA, Sobooster acknowledges that Customer has the right to take reasonable and appropriate steps to ensure that Sobooster uses Personal Information in a manner consistent with Customer’s obligations under the CCPA. Sobooster further acknowledges that Customer has the right, upon notice, to take reasonable and appropriate steps to stop and remediate any unauthorized use of Personal Information by Sobooster, subject to the conditions agreed upon in this DPA, including audit provisions. Sobooster shall notify Customer if Sobooster makes a determination that it can no longer meet its obligations under the CCPA.
  3. ASSISTANCE
    • Taking into account the nature of the Processing, Sobooster will reasonably assist Customer by appropriate technical and organizational measures, insofar as this is possible, for the fullfilment of Customer’s obligation to respond to requests for exercising the Data Subjects’ rights under the GDPR or other Data Protection Laws, to request access, rectification or deletion of Personal Data, to restrict or object to further processing of such data, to receive a portable copy thereof, or to request not to be subject to automated individual decision-making. Sobooster will further reasonably assist Customer, upon Customer’s reasonable request, in ensuring compliance with Customer’s obligations in connection with the security of Processing, notification of a Personal Data Breach to supervisory authorities and affected Data Subjects, Customer’s data protection impact assessments and Customer’s prior consultation with supervisory authorities, insofar as it relates to Sobooster’s Processing of Personal Data under this DPA, and to the extent Customer does not otherwise have access to the relevant information, and that such information is available to Sobooster. Except for negligible costs, Customer will promptly reimburse Sobooster with costs and expenses incurred by Sobooster in connection with the provision of assistance to Customer under this DPA.
  4. SOBOOSTER PERSONNEL
    • 4.1. Limitation of Access. Sobooster will ensure that Sobooster’s access to Personal Data is limited to those Personnel who require such access to perform the Agreement.
    • 4.2. Confidentiality. Sobooster will impose appropriate contractual obligations upon its Personnel engaged in the Processing of Personal Data, including relevant obligations regarding confidentiality, data protection, and data security. Sobooster will 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 in their responsibilities, and have executed written confidentiality agreements. Sobooster will ensure that such confidentiality agreements survive the termination of the employment or engagement of its Personnel.
  5. SUB-PROCESSORS
    • 5.1. Sobooster may engage Sub-Processors to Process Personal Data on behalf of Customer. Customer hereby provides Sobooster with a general authorization to engage the Sub-Processors and approves Sobooster’s use of the Sub-Processors listed in the Sub-Processors List. All Sub-Processorss have entered into written agreements with Sobooster that bind them by data protection obligations substantially similar to those under this DPA. Where a Sub-Processors fails to fulfill its data protection obligations in connection with the Processing of Personal Data under this DPA, Sobooster will remain fully liable to Customer for the performance of that Sub-Processors obligations.
    • 5.2. Sobooster may engage with new Sub-Processors (“New Sub-Processors”) to Process Personal Data on Customer’s behalf. Sobooster will update the Sub-Processors List at least 30 days before appointing a new Subprocessor and will provide Customer with a mechanism to receive notifications of new Sub-Processors (a “Change Notice”), which today is available through the Sub-Processors List. Sobooster shall provide notification of any new Sub-Processors(s) before authorizing such new Sub-Processors(s) to Process Personal Data in connection with the provision of the Services. Customer may object to the Processing of Customer’s Personal Data by the New Sub-Processors, for reasonable and explained grounds, by providing a written objection to privacy@sobooster.com within business days following Sobooster’s written notice to Customer of the intended engagement with the New Sub-Processors. If Customer timely sends Sobooster a written objection notice, the parties will use good-faith efforts to resolve Customer’s objection. In the absence of a resolution, Sobooster will use commercially reasonable efforts to provide Customer with the same level of service, without using the New Sub-Processors to Process Customer’s Personal Data.
  6. CROSS-BORDER DATA TRANSFERS
    • 6.1. Transfers from the EEA, Switzerland, or the United Kingdom, to countries that offer adequate level of data protection. Personal Data may be transferred from EU Member States, the three EEA member countries (Norway, Liechtenstein and Iceland) (collectively, “EEA”), Switzerland, or the United Kingdom (“UK”), to countries that offer an adequate level of data protection  pursuant to the adequacy decisions published by the relevant data protection authorities of the EEA, the European Union, the Member States or the European Commission, or Switzerland, or the UK as relevant (“Adequacy Decisions”), as applicable, without any further safeguard being necessary.
    • 6.2. Transfers from the EEA, Switzerland or the United Kingdom to DPF-certified organizations in the USA. Personal Data may be transferred from the EEA, Switzerland or the UK to organizations in the United States of America (“USA”) certified under the EU-US Data Privacy Framework, the UK Extension to the EU-US Data Privacy Framework, or the Swiss-US Data Privacy Framework (as applicable) (collectively, “DPF”), without the need for additional safeguards. To the extent Personal Data from the EEA, Switzerland or the UK is transferred to and processed by Sobooster in the USA on the basis of Sobooster’s certification to the DPF, and the Parties can no longer rely on the DPF, Section ‎6.3 of this DPA shall apply.
    • 6.3. Transfers from the EEA, Switzerland, or the United Kingdom, to other countries. If the Processing of Personal Data by Sobooster includes transfers (either directly or via onward transfer) from the EEA (“EEA Transfer”), Switzerland (“Swiss Transfer”), or the UK (“UK Transfer”) to other countries which have not been subject to a relevant Adequacy Decision (“Cross-Border Transfer”), and such transfers are not performed through an alternative recognized compliance mechanism as may be adopted by Sobooster for the lawful transfer of personal data (as defined in the GDPR) outside the EEA, Switzerland, or the UK, , as applicable, then (i) the terms set forth in Part 1 of Schedule 1 (EEA Cross Border Transfers) shall apply to any such EEA Transfer; (ii) the terms set forth in Part 2 of Schedule 1 (UK Cross Border Transfers) shall apply to any such UK Transfer; (iii) the terms set forth in Part 3 of Schedule 1 (Switzerland Cross Border Transfers) shall apply to any such Swiss Transfer; and (iv) the terms set forth in Part 4 of Schedule 1 (Additional Safeguards) shall apply to any such Cross-Border Transfers.
    • 6.4. Additional Transfers. If the Processing performed by Sobooster includes a transfer of Personal Data by Customer, or mandated by Customer, from any other jurisdiction which mandates a particular compliance mechanism for the lawful transfer of such data be established, Customer shall notify Sobooster of such applicable requirements, and the Parties may seek to make any necessary amendments to this DPA in accordance with the provisions of Section ‎14 below.
  7. SECURITY
    • 7.1. Controls. Sobooster will implement and maintain administrative, physical and technical safeguards designed for the protection of the security, confidentiality and integrity of Customer’s Personal Data, pursuant to the Sobooster Information Security Standards. Sobooster regularly monitors its compliance with these safeguards. Sobooster will not materially decrease the overall security of the Services during the term of the Agreement.
    • 7.2. Policies, Certifications and Audit Reports. Sobooster uses external auditors to verify the adequacy of its security measures. The internal controls of the Services are subject to periodic testing by such auditors and are based on the Statement on Standards for Attestation Engagements (SSAE) No. 18 Service Organisation Control (SOC2) report. Upon Customer’s written request at reasonable intervals and subject to confidentiality limitations, Sobooster will make available to Customer that is not a Sobooster competitor (or to a third party auditor on Customer’s behalf, that is not a Sobooster competitor and subject to the auditor’s execution of Sobooster’s non-disclosure agreement), the most recent version of third-party security audit or certification reports commonly made available to Sobooster Customers.
  8. PERSONAL DATA BREACH MANAGEMENT AND NOTIFICATION
    • 8.1. Sobooster will maintain security incident management policies and procedures and, to the extent required under applicable Data Protection Laws, will notify Customer without undue delay after becoming aware of a Personal Data Breach affecting Customer’s Personal Data being Processed hereunder by Sobooster or any of Sobooster’s Sub-Processors. Sobooster’s notice will at least: (a) describe the nature of the Personal Data Breach including where possible, the categories and approximate number of Data Subjects concerned and the categories and approximate number of Personal Data records concerned; (b) communicate the name and contact details of a designated officer on Sobooster’s data protection team, which will be available to provide any additionally available information about the Personal Data Breach; (c) describe the likely consequences of the Personal Data Breach; (d) describe the measures taken or proposed to be taken by Sobooster to address the Personal Data Breach, including, where appropriate, measures to mitigate its possible adverse effects. Where, and in so far as, it is not possible to provide the information at the same time, the information may be provided in phases without undue further delay.
    • 8.2. Customer will not make, disclose, release or publish any finding, admission of liability, communication, notice, press release or report concerning any Personal Data Breach which directly or indirectly identifies Sobooster (including in any legal proceeding or in any notification to regulatory or supervisory authorities or affected individuals) without Sobooster’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 Sobooster with reasonable prior written notice to provide Sobooster with the opportunity to object to such disclosure and in any case, Customer will limit the disclosure to the minimum scope required by such laws.
  9. AUDIT AND DEMONSTRATION OF COMPLIANCE
    • 9.1. Sobooster will make available to Customer, pursuant to Customer’s reasonable written request, all information necessary for Customer to demonstrate compliance with its obligations under applicable Data Protection Laws and this DPA, in relation to the Processing of Personal Data under this DPA by Sobooster and its Sub-Processorss. Such information shall only be used by Customer to assess compliance with the aforesaid obligations, and may not be disclosed to any third party without Sobooster’s prior written approval. As soon as the purpose of such information is met, Customer will permanently dispose of all copies thereof.
    • 9.2. Sobooster will allow for and contribute to audits, including inspections, conducted by Customer or a reputable auditor mandated by Customer (who are each not a competitor of Sobooster or affiliated with such a competitor), to assess Sobooster’s compliance with its obligations under this DPA. Sobooster may satisfy the audit obligation under this section by providing Customer with attestations, certifications and summaries of audit reports conducted by accredited third party auditors. Audits by Customer are subject to the following terms: (i) the audit will be pre-scheduled in writing with Sobooster, at least 45 days in advance and will be performed not more than once a year (except for an audit following a Personal Data Breach); (ii) the auditor will execute a non-disclosure and non-competition undertaking toward Sobooster; (iii) the auditor will not have access to non-Customer data; (iv) Customer will make sure that the audit will not interfere with or damage Sobooster’s business activities and information and network systems; (v) Customer will bear all costs and assume responsibility and liability for the audit; (vi) no audit shall include access to Sobooster’s network and/ or networks that contain Sobooster’s customer data, (vii) Customer will receive only the auditor’s report, without any Sobooster ‘raw data’ materials, and will keep the audit results in strict confidence and will use them solely for the specific purposes of the audit under this section; (viii) at the request of Sobooster, Customer will provide it with a copy of the auditor’s report; and (ix) as soon as the purpose of the audit is completed, Customer will permanently dispose of the audit report.
  10. RETURN OR DELETION OF PERSONAL DATA
    • Upon 30 days following termination or expiration of the Agreement, Sobooster shall delete all Customer Data in its possession or control. This requirement shall not apply to the extent Sobooster is required by applicable law to retain some or all of the Customer Data, or to Customer Data it has archived on back-up systems (e.g., in the form of audit logs), which Customer Data Sobooster shall securely isolate and protect from any further Processing, except to the extent required by applicable law.
  11. DISPUTE RESOLUTION
    • The parties will attempt in good faith to resolve any dispute related to this DPA as a precondition to commencing legal proceedings, first by direct communications between the persons responsible for administering this DPA and next by negotiation between executives with authority to settle the controversy. Either party may give the other party a written notice of any dispute not resolved in the normal course of business. Within five business days after delivery of the notice, the receiving party will submit to the other party a written response. The notice and the response will include a statement of each party’s position and a summary of arguments supporting that position and the name and title of the executive who will represent that party. Within five business days after delivery of the disputing party’s notice, the executives of both parties will meet at a mutually acceptable time and place, including by phone, and thereafter as often as they reasonably deem necessary, to resolve the dispute. All reasonable requests for information made by one party to the other will be honored. All negotiations pursuant to this clause are confidential and will be treated as compromise and settlement negotiations for purposes of applicable rules of evidence.
  12. TERM
    • This DPA will commence and become legally binding on the earlier of (i) the date of its execution, (ii) the effective date of the Agreement to which it relates, or (iii) the initiation of Sobooster’s Processing of Personal Data on behalf of Customer; and will continue until the Agreement expires or is terminated.
  13. AUTHORIZED AFFILIATES
    • 13.1. 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 Customer Processes Personal Data on the behalf of such Authorized Affiliates, thus qualifying them as the “Controller”. 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.
    • 13.2. Communication. The Customer shall remain responsible for coordinating all communication with Sobooster under the Agreement and this DPA and shall be entitled to make and receive any communication in relation to this DPA on behalf of its Authorized Affiliates.
  14. MODIFICATIONS
    • Each party may by at least 45 days’ prior written notice to the other party, request in writing any variations to this DPA if they are required as a result of any change in, or decision of a competent authority under, any Data Protection Laws, to allow Processing of Customer Personal Data to be made (or continue to be made) without breach of that Data Protection Law. Pursuant to such notice: (a) Sobooster shall make commercially reasonable efforts to accommodate such modification requested by Customer or that Sobooster believes is necessary; and (b) Customer shall not unreasonably withhold or delay agreement to any consequential variations to this DPA proposed by Sobooster to protect Sobooster against additional risks, or to indemnify and compensate Sobooster for any further steps and costs associated with the variations made herein at Customer’s request. The parties shall promptly discuss the proposed variations and negotiate in good faith with a view to agreeing and implementing those or alternative variations designed to address the requirements identified in Customer’s or Sobooster’s notice as soon as is reasonably practicable. In the event that the parties are unable to reach such an agreement within 30 days of such notice, then Customer or Sobooster may, by written notice to the other party, with immediate effect, terminate the Agreement to the extent that it relates to the Services which are affected by the proposed variations (or lack thereof). Customer will have no further claims against Sobooster (including, without limitation, requesting refunds) pursuant to the termination of the Agreement and the DPA as described in this Section.
  15. LIMITATION OF LIABILITY
    • 15.1. 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 of Customer and Sobooster, 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.
    • 15.2. For the avoidance of doubt, Sobooster’s and its Affiliates’ total liability for all claims from the Customer and all of its Authorized Affiliates and Customer Representatives arising out of or related to the Agreement and each DPA shall apply in the aggregate for all claims under both the Agreement and all DPAs established under this Agreement, including by Customer and its Authorized Affiliates and Customer Representatives 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.
    • 15.3. Also for the avoidance of doubt, each reference to the DPA in this DPA means this DPA including its schedules and appendices.
  16. CONFLICT
    • 16.1. In the event of any conflict or inconsistency 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.
    • 16.2. In the event of any conflict between certain provisions of this DPA and any of its Schedules and the Standard Contractual Clauses, the Standard Contractual Clauses shall prevail.

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