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Customer GDPR Data Processing Agreement

This Customer Data Processing Agreement reflects the requirements of the European Data Protection Regulation ("GDPR") as it comes into effect on May 25, 2018. Places Scout´s products and services that are offered in the European Union are GDPR ready and this DPA provides you with the necessary documentation of this readiness.

This Data Processing Agreement ("DPA") is an addendum to the Customer Terms of Service ("Agreement") between KabanaSoft, LLC ("KabanaSoft," "Places Scout," "we," "our" or "us") and the Customer. All capitalized terms not defined in this DPA shall have the meanings set forth in the Agreement. Customer enters into this DPA on behalf of itself and, to the extent required under Data Protection Laws, in the name and on behalf of its Authorized Affiliates (defined below).

The parties agree as follows:

1. Definitions

"Affiliate" means an entity that directly or indirectly Controls, is Controlled by or is under common Control with an entity.

"Authorized Affiliate" means any of Customer Affiliate(s) permitted to or otherwise receiving the benefit of the Services pursuant to the Agreement.

"Controller" means an entity that determines the purposes and means of the processing of Personal Data.

"Customer Data" means any data that Places Scout and/or its Affiliates processes on behalf of Customer in the course of providing the Services under the Agreement.

"Data Protection Laws" means all data protection and privacy laws and regulations applicable to the processing of Personal Data under the Agreement, including, where applicable, EU Data Protection Law.

"EU Data Protection Law" means (i) prior to May 25, 2018, Directive 95/46/EC of the European Parliament and of the Council on the protection of individuals with regard to the processing of Personal Data and on the free movement of such data ("Directive") and on and after May 25, 2018, Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of Personal Data and on the free movement of such data (General Data Protection Regulation) ("GDPR"); and (ii) Directive 2002/58/EC concerning the processing of Personal Data and the protection of privacy in the electronic communications sector and applicable national implementations of it (in each case, as may be amended, superseded or replaced).

"Personal Data" means any Customer Data relating to an identified or identifiable natural person to the extent that such information is protected as personal data under applicable Data Protection Law.

"Processor" means an entity that processes Personal Data on behalf of the Controller.

"Processing" has the meaning given to it in the GDPR and "process", "processes" and "processed" shall be interpreted accordingly.

"Security Incident" means any unauthorized or unlawful breach of security that leads to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of or access to Personal Data.

"Services" means any product or service provided by Places Scout to Customer pursuant to and as more particularly described in the Agreement.

"Subcontractor" means any Processor engaged by Places Scout or its Affiliates to assist in fulfilling its obligations with respect to providing the Services pursuant to the Agreement or this DPA. Sub-processors may include third parties or any Places Scout Affiliate.

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2.1 This DPA applies where and only to the extent that Places Scout processes Personal Data on behalf of the Customer in the course of providing the Services and such Personal Data is subject to Data Protection Laws of the European Union, the European Economic Area and/or their member states, Switzerland and/or the United Kingdom. The parties agree to comply with the terms and conditions in this DPA in connection with such Personal Data.

2.2 Role of the Parties. As between Places Scout and Customer, Customer is the Controller of Personal Data and Places Scout shall process Personal Data only as a Processor on behalf of Customer. Nothing in the Agreement or this DPA shall prevent Places Scout from using or sharing any data that Places Scout would otherwise collect and process independently of Customer's use of the Services.

2.3 Customer Obligations. Customer agrees that (i) it shall comply with its obligations as a Controller under Data Protection Laws in respect of its processing of Personal Data and any processing instructions it issues to Places Scout; and (ii) it has provided notice and obtained (or shall obtain) all consents and rights necessary under Data Protection Laws for Places Scout to process Personal Data and provide the Services pursuant to the Agreement and this DPA.

2.4 Places Scout Processing of Personal Data. As a Processor, Places Scout shall process Personal Data only for the following purposes: (i) processing to perform the Services in accordance with the Agreement; (ii) processing to perform any steps necessary for the performance of the Agreement; and (iii) to comply with other reasonable instructions provided by Customer to the extent they are consistent with the terms of this Agreement and only in accordance with Customer’s documented lawful instructions. The parties agree that this DPA and the Agreement set out the Customer’s complete and final instructions to Places Scout in relation to the processing of Personal Data and processing outside the scope of these instructions (if any) shall require prior written agreement between Customer and Places Scout.

2.5 Nature of the Data. Places Scout handles Customer Data provided by Customer. Such Customer Data may contain special categories of data depending on how the Services are used by Customer. The Customer Data may be subject to the following process activities: (i) storage and other processing necessary to provide, maintain and improve the Services provided to Customer; (ii) to provide customer and technical support to Customer; and (iii) disclosures as required by law or otherwise set forth in the Agreement.

2.6 Places Scout Data. Notwithstanding anything to the contrary in the Agreement (including this DPA), Customer acknowledges that Places Scout shall have a right to use and disclose data relating to and/or obtained in connection with the operation, support and/or use of the Services for its legitimate business purposes, such as billing, account management, technical support, product development and sales and marketing. To the extent any such data is considered personal data under Data Protection Laws, Places Scout is the Controller of such data and accordingly shall process such data in compliance with Data Protection Laws.

3. Subcontractors

3.1 Controller agrees that Processor may use subcontractors to fulfil its contractual obligations under this Addendum or to provide certain services on its behalf, such as providing support services. Upon request by Controller, Processor shall inform Controller of the name(s) of the subcontractor(s) that are used and what kind of service the subcontractor performs.

3.2 In the case Processor authorizes any subcontractor as described in this Section 3:

I. Processor will restrict the subcontractor’s access to Customer Data only to what is necessary to maintain the Services or to provide the Services to Customer and any End Users in accordance with the Documentation and will prohibit the subcontractor from accessing Customer Data for any other purpose.

II. Processor will impose appropriate contractual obligations in writing upon the subcontractor that are no less protective than this Addendum, including relevant contractual obligations regarding confidentiality, data protection, data security and audit rights; and

III. Processor will remain responsible for its compliance with the obligations of this Addendum and for any acts or omissions of the subcontractor that cause Places Scout to breach any of Places Scout’s obligations under this Addendum.

4. Security

4.1 Security Measures.Places Scout shall implement and maintain appropriate technical and organizational security measures to protect Personal Data from Security Incidents and to preserve the security and confidentiality of the Personal Data against accidental, unlawful or unauthorized destruction, loss, alteration, disclosure and access as well as against other events that endanger the security, confidentiality or integrity of the Personal Data.

4.2 Confidentiality of Processing.Places Scout shall ensure that any person who is authorized by Places Scout to process Personal Data (including its staff, agents and subcontractors) shall be under an appropriate obligation of confidentiality (whether a contractual or statutory duty).

4.3 Security Incident Response.Upon becoming aware of a Security Incident, Places Scout shall notify Customer without undue delay and shall provide timely information relating to the Security Incident as it becomes known or as is reasonably requested by Customer.

4.4 Updates to Security Measures.Customer acknowledges that the Security Measures are subject to technical progress and development and that Places Scout may update or modify the Security Measures from time to time provided that such updates and modifications do not result in the degradation of the overall security of the Services purchased by the Customer.

5. Return or Deletion of Data

5.1 Each Party shall cease using Personal Data received from the other Party promptly upon the termination of this DPA or the Agreement or when the respective Party no longer needs the Personal Data in question for the purposes of this DPA and/or the Agreement and shall return the material in question (including all copies thereof). Each Party shall, however, be entitled to retain copies as and to the extent required by the applicable law.

6. Cooperation

6.1 To the extent that Customer is unable to independently access the relevant Personal Data within the Services, Places Scout shall (at Customer's expense) taking into account the nature of the processing, provide reasonable cooperation to assist Customer by appropriate technical and organizational measures, in so far as is possible, to respond to any requests from individuals or applicable data protection authorities relating to the processing of Personal Data under the Agreement. In the event that any such request is made directly to Places Scout, Places Scout shall not respond to such communication directly without Customer's prior authorization, unless legally compelled to do so. If Places Scout is required to respond to such a request, Places Scout shall promptly notify Customer and provide it with a copy of the request unless legally prohibited from doing so.

6.2 To the extent Places Scout is required under Data Protection Law, Places Scout shall (at Customer's expense) provide reasonably requested information regarding Places Scout's processing of Personal Data under the Agreement to enable the Customer to carry out data protection impact assessments or prior consultations with data protection authorities as required by law.

7. Miscellaneous

7.1 Except for the changes made by this DPA, the Agreement remains unchanged and in full force and effect. If there is any conflict between this DPA and the Agreement, this DPA shall prevail to the extent of that conflict.

7.2 This DPA is a part of and incorporated into the Agreement so references to "Agreement" in the Agreement shall include this DPA.

7.3 In no event shall any party limit its liability with respect to any individual's data protection rights under this DPA or otherwise.

7.4 This DPA shall be governed by and construed in accordance with governing law and jurisdiction provisions in the Agreement, unless required otherwise by Data Protection Laws.