Data Processing Agreement

[Last Updated December 24, 2023]
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This Data Processing Agreement (“DPA”) is hereby entered by and between Pic-Time Ltd. (collectively “ Company” or "Pic-Time") and the Photographer. Each a "party" and collectively, the "parties", and is an integral part of the Terms of Service executed between the parties (“Terms”). Capitalized terms used herein and not defined herein shall have the respective meanings given to them in the Terms. This DPA sets forth the parties’ responsibilities and obligations regarding the Processing of Personal Data during the course of the engagement between the parties and under the Terms.

1. DEFINITIONS

1.1. “Adequate Country” is a country that received an adequacy decision from the European Commission.

1.2. The terms “Controller”, “Personal Data”, “Processor”, “Data Subject”, “Processing” (and “Process”), “Personal Data Breach”, “Special Categories of Personal Data” and “Supervisory Authority”, shall all have the same meanings as ascribed to them in the EU Data Protection Law, CPA, VCDPA, CTDPA. The terms “Business”, “Business Purpose”, “Consumer”, “Service Provider”, “Sale”, “Sell” and “Share”, shall have the same meaning as ascribed to them in the US Data Protection Laws. “Data Subject” shall also mean and refer to (under this DPA) a “Consumer”, as such term defined in the US Data Protection Laws “Personal Data” shall include “Personal Information” under this DPA.

1.3. “Data Protection Law” means any and all applicable privacy and data protection laws and regulations (including, where applicable, EU Data Protection Law, UK Data Protection Laws, Swiss Data Protection Laws, Israeli Law and the US Data Protection Laws) as may be amended or superseded from time to time.

1.4. “EEA” means the European Economic Area.
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1.5. “EU Data Protection Law” means the (i) EU General Data Protection Regulation (Regulation 2016/679) (“GDPR”); (ii) Regulation 2018/1725; (iii) the EU e-Privacy Directive (Directive 2002/58/EC), as amended (e-Privacy Law); (iv) any national data protection laws made under, pursuant to, replacing or succeeding (i) and (ii); (v) any legislation replacing or updating any of the foregoing; and (vi) any judicial or administrative interpretation of any of the above, including any binding guidance, guidelines, codes of practice, approved codes of conduct or approved certification mechanisms issued by any relevant Supervisory Authority.

1.6. “Israeli Law” means Israeli Privacy Protection Law, 5741-1981, the regulations promulgated pursuant thereto, including the Israeli Privacy Protection Regulations (Data Security), 5777-2017 and other related privacy regulations.

1.7. “Photographer Data” means any and all Personal Data uploaded by the Photographer to the Services, including any photographs, content, albums of the Photographers, and the facial recognition information of the people who appear in the photographs, all as detailed in ANNEX I.

1.8. “Security Incident” means any accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Photographer Data. Any Personal Data Breach will comprise a Security Incident.

1.9. “Standard Contractual Clauses” or “SCC” mean the standard contractual clauses for the transfer of  Personal Data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council adopted by the European Commission Decision 2021/914 of 4 June 2021, which may be found HERE: Standard Contractual Clauses.

1.10. “Swiss Data Protection Laws” or “FADP” shall mean (i) Swiss Federal Data Protection Act (dated June 19, 1992, as of March 1, 2019) (“FDPA”); (ii) The Ordinance on the Federal Act on Data Protection (”FODP”); (iii) any national data protection laws made under, pursuant to, replacing or succeeding and any legislation replacing or updating any of the foregoing.

1.11. “Swiss SCC” shall mean the applicable standard data protection clauses issued, approved or recognized by the Swiss Federal Data Protection and Information Commissioner.

1.12. ”US Data Protection Laws” means any U.S. federal and state privacy laws effective as of the Effective Date of this DPA and applies to Pic-Time Processing of Photographer Data, and any implementing regulations and amendment thereto, including without limitation to: (1) the California Consumer Privacy Act (Cal. Civ. Code §§ 1798.100 – 1798.199) of 2018, including as modified by the California Privacy Rights Act (“CPRA”) (and collectively “CCPA”); (2) the Colorado Privacy Act C.R.S.A. § 6-1-1301 et seq. (SB 21-190) (“CPA”); (3) the Connecticut Data Privacy Act, S.B. 6 (Connecticut 2022) (“CTDPA”); (4) the Virginia Consumer Data Protection Act, Va. Code Ann. § 59.1-575 et seq. (SB 1392) (“VCDPA”); (5) the Utah Code Ann. § 13-61-101 et seq (effective as of January 2024) (“UCPA”); and as well as all regulations promulgated or amended thereunder from time to time.

1.13. ”UK Data Protection Laws” shall mean the Data Protection Act 2018 (DPA 2018), as amended, and EU General Data Protection Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, as incorporated into UK law as the UK GDPR, as amended, and any other applicable UK data protection laws, or regulatory Codes of Conduct or other guidance that may be issued from time to time.

1.14. ”UK GDPR” shall mean the GDPR as it forms part of domestic law in the United Kingdom by virtue of section 3 of the European Union (Withdrawal) Act 2018 (including as further amended or modified by the laws of the United Kingdom or a part of the United Kingdom from time to time).

1.15. “UK Standard Contractual Clauses” or “UK SCC” means the UK “International Data Transfer Addendum to The European Commission Standard Contractual Clauses” available HERE, as adopted, amended or updated by the UK Information Commissioner Office (“ICO”), Parliament or Secretary of State. Any other terms that are not defined herein shall have the meaning provided under the Agreement or applicable Data Protection Laws. A reference to any term or section of the Data Protection Laws means the version as amended. Any references to the GDPR in this DPA shall mean the GDPR or UK GDPR depending on the applicable Law.


2. ROLES AND DETAILS OF PROCESSING
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2.1. The parties agree and acknowledge that under the performance of their obligations set forth in the Agreement, and with respect to the Processing of Photographer Data, and according to the applicable Data Protection Laws, Pic-Time is acting as a Data Processor, or Service Provider and Photographer is acting as a Data Controller or Business.

2.2 Each party shall be individually and separately responsible for complying with the obligations that apply to such party under applicable Data Protection Laws.

2.3. The subject matter and duration of the Processing carried out by the Processor on behalf of the Controller, the nature and purpose of the Processing, the type of Personal Data and categories of Data Subjects are described in ANNEX I attached hereto.

2.4. Additional US Data Protection Laws specifications are further detailed in ANNEX VII.
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3. REPRESENTATIONS AND WARRANTIES

3.1. Pic-Time represents and warrants that it shall Process Photographer Data, on behalf of the Photographer, solely for the purpose of providing the Services, all in accordance with Photographer’s written instructions under the Agreement and this DPA, all to the extent permitted by law. Notwithstanding the above, in the event Pic-Time is required under applicable laws, including Data Protection Laws or any union or member state regulation, to Process Photographer Data other than as instructed by Photographer, Pic-Time shall make its best efforts to inform the Photographer of such requirement prior to Processing such Photographer Data, unless prohibited under applicable law.

3.2. Pic-Time shall provide reasonable cooperation and assistance to the Photographer in ensuring compliance with its obligation to carry out data protection impact assessments.

3.3. Where applicable, Pic-Time shall assist the Photographer in ensuring that Photographer Data Processed is accurate and up to date, by informing the Photographer without delay if it becomes aware of the fact that the Photographer Data it is processing is inaccurate or has become outdated.

4.3. Further, Pic-Time shall ensure: (i) the reliability of its staff and any other person acting under its supervision who may come into contact with, or otherwise have access to and Process Photographer Data; (ii) that persons authorized to process the Photographer Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

5.3. Notwithstanding the above, in any event that the Israeli Law applies, the parties hereby undertake that they comply with the aforesaid regulations as well as comply with the DPA.
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4. DATA SUBJECTS RIGHTS AND REQUEST
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4.1. It is agreed that where Pic-Time receives a request from a Data Subject or an applicable authority in respect of Photographer Data, where applicable, Pic-Time will notify the Photographer of such request promptly and direct the Data Subject or the applicable authority to the Photographer in order to enable the Photographer to respond directly to the Data Subject’s or the applicable authority’s request, unless otherwise required under applicable laws.

4.2. Parties shall provide each other with commercially reasonable cooperation and assistance in relation to the handling of a Data Subject’s or applicable authority’s request, to the extent permitted under Data Protection Laws.
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5. SUB-PROCESSING

5.1. The Photographer acknowledges that Pic-Time may transfer Photographer Data to and otherwise interact with third party data Processors (“Sub-Processor”). The Photographer hereby authorizes Pic-Time to engage and appoint such Sub-Processors as listed in ANNEX III, to Process Photographer Data, as well as permits each Sub-Processor to appoint a Sub-Processor on its behalf. Pic-Time may continue to use those Sub-Processors already engaged by Pic-Time, as listed in ANNEX III, or to engage an additional or replace an existing Sub-Processors to process Photographer Data, subject to the provision of a thirty (30) day prior notice of its intention to do so to the Photographer. In case the Photographer has not objected to the adding or replacing of a Sub-Processor within such notice time, such Sub-Processor shall be deemed approved by the Photographer. In the event the Photographer objects to the adding or replacing of a Sub-Processor, Pic-Time may, under Pic-Time’ sole discretion, suggest the engagement of a different Sub-Processor for the same course of services, or otherwise terminate the Agreement.

5.2. Pic-Time shall: (1) where it engages any Sub-Processor, impose, through a legally binding contract, and data protection obligations similar to those set out in this DPA; (2) remain responsible to the Photographer for the performance of the Sub-Processor’s obligations in accordance with this DPA; and (3) shall notify the Photographer of any failure by the Sub-Processor to fulfill its contractual obligations.
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6. TECHNICAL AND ORGANIZATIONAL MEASURES

6.1. Taking into account the state of the art, the costs of implementation and the nature, scope, context, and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, and without prejudice to any other security standards agreed upon by the parties, Pic-Time hereby confirms that it has implemented and will maintain appropriate physical, technical and organizational measures to protect the Photographer Data as required under Data Protection Laws.

6.2. The parties acknowledge that security requirements are constantly changing, and that effective security requires the frequent evaluation and regular improvement of outdated security measures.

6.3. The security measures implemented and maintained by Pic-Time are further detailed in ANNEX II.
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7. SECURITY INCIDENT

7.1. Pic-Time will notify the Photographer upon becoming aware of any Security Incident involving the Photographer Data that is under Pic-Time's control or possession. Pic-Time’s notification regarding or response to a Security Incident under this Section 7 shall not be construed as an acknowledgment by Pic-Time of any fault or liability with respect to the Security Incident.

7.2. Pic-Time will: (1) take necessary steps to remediate, minimize any effects of and investigate any Security Incident and to identify its cause; (2) co-operate with the Photographer and provide the Photographer with such assistance and information as it may reasonably require in connection with the containment, investigation, remediation or mitigation of the Security Incident;  (3) notify the Photographer in writing of any request, inspection, audit or investigation by a supervisory authority or other authority; (4) keep the Photographer informed of all material developments in connection with the Security Incident and execute a response plan to address the Security Incident; and (5) reasonably assist and co-operate with the Photographer with its obligation to notify the affected individuals in the case of a Security Incident.
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8. AUDIT RIGHTS

8.1. Pic-Time shall maintain accurate written records of any and all the Processing activities of any Personal Data carried out under this DPA and shall make such records available to the Photographer and applicable Supervisory Authority upon written request. Such records provided shall be considered Pic-Time' Confidential Information and shall be subject to confidentiality obligations.

8.2. In the event the records and documentation provided subject to Section 8.1 and 8.2 above are not sufficient for the purpose of demonstrating compliance, Pic-Time shall make available, solely upon prior reasonable written notice and no more than once per calendar year, to a reputable auditor nominated by the Photographer, information necessary to reasonably demonstrate compliance with this DPA, and shall allow for audits, including inspections, by such reputable auditor solely in relation to the Processing of the Photographer Data (“Audit”) in accordance with the terms and conditions hereunder. The auditor shall be subject to standard confidentiality obligations (including towards third parties), Pic-Time may object to an auditor appointed by the Photographer in the event Pic-Time reasonably believes the auditor is not suitably qualified or is a competitor of Pic-Time. The Photographer shall bear all expenses related to the Audit and shall (and ensure that each of its auditors shall) over the course of such Audit, avoid causing any damage, injury or disruption to Pic-Time’s premises, equipment, personnel and business while its personnel are on those premises in the course of such Audit.

8.3. Nothing in this DPA will require Pic-Time either to disclose to Photographer or its third-party auditor, or to allow Photographer or its third-party auditor to access: (1) any data of any other Photographer; (2) Pic-Time’s internal accounting or financial information; (3) any trade secret of a Pic-Time or its Affiliates; (4) any information that, in Pic-Time’s reasonable opinion, could compromise the security of any Pic-Time’ systems or cause any breach of its obligations under applicable law or its security or privacy obligations to any third party; or (5) any information that Photographer or its third-party auditor seeks to access for any reason other than the good faith fulfillment of Photographer’s obligations under the Data Protection Laws.
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9. CROSS BORDER PERSONAL DATA TRANSFERS

9.1. Where the GDPR, UK GDPR or the Swiss FADP is applicable, and the Processing of Photographer Data by Pic-Time (or by a Sub-Processor) includes transfer of Photographer Data (either directly or through an onward transfer) to a third country outside the EEA, the UK and Switzerland, that is not an Adequate Country, such transfer shall only occur if an appropriate safeguard approved by the applicable Data Protection Laws (the GDPR (Article 46), UK GDPR (Article 46) or Swiss FADP (as applicable)) for the lawful transfer of Photographer Data under is in place.

9.2. When Photographer and Pic-Time, or Pic-Time and or its Sub-Processor relies on the Standard Contractual Clauses to facilitate a transfer to a third country that is not an Adequate Country, then:

9.2.1. transfer of Photographer Data from the EEA the terms set forth in ANNEX IV shall apply.

9.2.2. transfer of Photographer Data from the UK, the terms set forth in ANNEX V shall apply; and

9.2.3. transfer of Photographer Data from Switzerland, the terms set forth in ANNEX VI shall apply.

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10. TERM, TERMINATION AND CONFLICT

10.1. This DPA shall be effective as of the Effective Date (as defined in the Agreement) and shall remain in force until the Agreement terminates or as long as Pic-Time Processes Photographer Data.

10.2. Pic-Time shall be entitled to terminate this DPA or cease the Processing of Photographer Data in the event that Processing of Photographer Data under the instructions or this DPA infringe applicable legal requirements and Pic-Time notified the Photographer of such infringement and the Photographer did not cure such infringement within ten (10) days from receiving the applicable notice from Pic-Time. Alternately, Pic-Time may, in its sole discretion, suspend the Processing of the Photographer Data until such infringement is cured without terminating the DPA.

10.3. Following the termination of this DPA, Pic-Time shall, at the choice of the Photographer, delete all Photographer Data Processed on behalf of the Photographer and certify to the Photographer that it has done so, or return all Photographer Data to the Photographer and delete existing copies, unless applicable law or regulatory requirements requires that Pic-Time continue to store Photographer Data. Until the Photographer Data is deleted or returned, the parties shall continue to ensure compliance with this DPA. Photographer’s choice shall be provided in writing to Pic-Time, following effect of termination.

10.4. In the event of a conflict between the terms and conditions of this DPA and the Agreement, this DPA shall prevail. For the avoidance of doubt, in the event Standard Contractual Clauses have been executed between the parties, the terms of the Standard Contractual Clauses shall prevail over those of this DPA. Except as set forth herein, all of the terms and conditions of the Agreement shall remain in full force and effect.

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ANNEX I
DETAILS OF PROCESSING
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This Annex includes certain details of the Processing of Personal Data as required under the Data Protection Laws.

‍Categories of Data Subjects:
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1. Photographers;
2. Customers;
3. Non-Users appearing in photographs.

‍Categories of Personal Data:

1. Customer data, (1) contact information; (2) photographs or videos; and (3) the facial recognition information (facial data, facial features) extracted for the 'face grouping' feature.

2. Photographer data, (1) contact information (when applicable).

3. Non users data, (1) photograph or videos (when applicable, if they appear); and (2) the facial recognition information (facial data, facial features) extracted for the 'face grouping' feature (when applicable).

‍Special Categories of Personal Data:

1. Nude Customer photographs, if any.
2. Child Customer photographs, if any.

‍Nature of the processing:
‍Collection, storage, organization, communication, transfer, host and other uses in performance of the Services as set out in the Agreement.

‍Purpose(s) of Processing:
‍To provide the Services.

‍Retention Period:
‍For as long as is necessary to provide the Services by Pic-Time; provided there is no legal obligation to retain the Photographer Data post termination or unless otherwise requested by the Photographer.

‍Process Frequency:
‍Continuous basis.

‍ANNEX II
TECHNICAL AND ORGANIZATIONAL MEASURES
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‍The following description reviews the technical and organizational measures implemented by Pic-Time as a Processor of Photographer Data, to ensure an appropriate level of security, considering the nature, scope, context and purpose of the Processing, and the risks for the rights and freedoms of natural persons.

As part of our data protection compliance process, Pic-Time has implemented technical, physical and administrative security measures to protect its Photographer Data as explained below.

The security objectives of Pic-Time are identified and managed to maintain a high level of security and consists of the following (concerning all data assets and systems):

• Availability – information and associated assets should be accessible to authorized users when required. The computer network must be resilient. Pic-Time will detect and respond rapidly to incidents (such as viruses and other malware) that threaten the continued availability of assets, systems, and information.

• Confidentiality – ensuring that information is only accessible to those authorized to access it, on a need-to-know-basis.

• Integrity – safeguarding the accuracy and completeness of information and processing methods and therefore requires preventing deliberate or accidental, partial or complete, destruction, or unauthorized modification, of electronic data.

‍System Access Control

‍Access to the Pic-Time’s database is highly restricted in order to ensure that only the relevant personnel who have received prior approval can access the database. Pic-Time has also implemented appropriate safeguards related to remote access and wireless computing capabilities. Employees are assigned private passwords that allow strict access or use to Photographer Data, all in accordance with such employee’s position, and solely to the extent such access or use is required. There is constant monitoring of access to the Photographer Data and the passwords used to gain access. Pic-Time uses automated tools to identify non-human login attempts and rate-limiting login attempts to minimize the risk of a brute force attack.

‍Physical Access Control

‍Pic-Time ensures the protection of the data servers which store the Photographer Data from unwanted physical access.The Photographer Data is stored on Microsoft Azure's servers,  AWS servers, and MongoDB’s servers which are located in the EU, the US and Australia. Please see Azure’s security measures HERE, AWS security measures HERE, and MongoDB’s security measures HERE. When the Photographer Data is transferred to the applicable servers it is always done in a secure and encrypted manner, encryption by default, at rest and in transit. Pic-Time also secures physical access to its offices by ensuring that only authorized individuals such as employees and authorized external parties (maintenance staff, visitors, etc.) can access Pic-Time's offices by using security locks and an alarm system, amongst other measures as well.

‍Data Access Control

User authentication measures have been put in place in order to ensure that access to Photographer Data is restricted solely to those employees who have been given permission to access it and to ensure that the Photographer Data is not accessed, modified, copied, used, transferred or deleted without specific authorization for such actions to be done. Any access to Photographer Data, as well as any action performed involving the use of Photographer Data requires a password and user name, which is routinely changed, as well as blocked when applicable.

Each employee is able to perform actions solely in accordance with the permissions granted to him by Pic-Time. Each access is logged and monitored, and any unauthorized access is automatically reported. Furthermore, Pic-Time conducts ongoing reviews of the employees who have been given authorization to access Photographer Data, in order to assess whether such access is still required. Pic-Time revokes access to Photographer Data immediately upon termination of employment. Authorized individuals can only access Photographer Data that are located in their individual profiles.

‍Organizational and Operational Security

‍Pic-Time puts a lot of effort and invests a lot of its resources into ensuring that Pic-Time’s security policies and practices are being complied with, including by continuously providing employees with training with respect to such security policies and practices. Pic-Time strives to raise awareness regarding the risks involved in the Processing of Photographer Data. In addition, Pic-Time has implemented applicable safeguards for its hardware and software, including by installing firewalls and anti-virus software on applicable Pic-Tim's hardware and software, in order to protect against malicious software.

‍Transfer Control

‍All transfers of Photographer Data from Pic-Time to its Sub-Processors are protected by the use of encryption safeguards, including the encryption of the Photographer Data prior to the transfer of any Photographer Data.

‍Availability Control

‍Pic-Time maintains backup policies and associated measures. Such backup policies include permanent monitoring of operational parameters as relevant to the backup operations. Furthermore, Pic-Time’s servers include an automated backup procedure. Pic-Time also conducts regular controls of the condition and labelling of data storage devices for data security. Pic-Time ensures that regular checks are carried out to determine whether it is possible to undo the backup, as required and applicable. Notwithstanding the above, Pic-Time does not provide any back up services and it is Photographer's sole responsibility to back up Photographer Data.

‍Data Retention
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‍Photographer Data is retained for as long as needed for us to provide our Services or as required under applicable laws.

‍Job Control, Third-Party Contractors and Service Provider
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‍All of Pic-Time’s employees are required to execute an employment agreement which includes confidentiality provisions as well as applicable provisions binding them to comply with applicable data security practices. In the event of a breach of an employee’s obligation or non-compliance with Pic-Time’s policies, Pic-Time implements certain repercussions in order to ensure compliance with Pic-Time’s policies. In addition, prior to Pic-Time's engagement with Sub-Processor, Pic-Time undertakes diligence reviews of such Sub-Processor. Pic-Time ensures that it enters into data protection agreements with all its Photographers and Sub-Processors.

‍Data Subject Request
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‍Pic-Time has an online mechanism to enable individuals to submit a data subject request (“DSR”), furthermore, Pic-Time has implemented internal policies to handle DSRs, subject to applicable data protection laws and contractual obligations.

‍Contractual Obligations
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‍Pic-Time has ensured all documents, including without limitations, agreements (including online agreements) and privacy policies are compliant with applicable Data Protection Laws, including, by implementing Data Processing Agreements and where needed Standard Contractual Clauses.

‍Additional Safeguards for US Transfers

‍Measures and assurances regarding U.S. government surveillance have been implemented by Pic-Time, and Pic-Time agrees and hereby represents it maintains the following additional safeguards:

1. Pic-Time maintains industry standard measures to protect the Photographer Data from interception (including in transit from Photographer to Pic-Time and between different systems and services). This includes maintaining encryption in transit and at rest.

2. As of the "Last Updated" date stated above, Pic-Time has not received any national security orders.

3. No court has found Pic-Time to be: (i) the type of entity eligible to receive process issued under section 702 of the United States Foreign Intelligence Surveillance Court (“FISA”); (ii) an “electronic communication service provider” within the meaning of 50 U.S.C § 1881(b)(4) or a member of any of the categories of entities described within that definition.

4. In the event that FISA applies to Pic-Time, Pic-Time will make reasonable efforts to resist, subject to applicable laws, any request for bulk surveillance relating to the Photographer Data, including (if applicable) under Section 702 of the FISA.

5. If Pic-Time becomes aware of any law enforcement agency or other governmental authority (“Authority”) attempt or demand to gain access to or receive a copy of the Photographer Data (or part thereof), whether on a voluntary or a mandatory basis, then, unless legally prohibited or under a mandatory legal compulsion that requires otherwise, Pic-Time shall: (i) inform the relevant Authority that Pic-Time is a Processor of the Photographer Data and that the Photographer, as the Controller, has not authorized Pic-Time to disclose the Photographer Data to the Authority; (ii) inform the relevant Authority that any and all requests or demands for access to Photographer Data should be directed to or served upon Photographer in writing; and (iii) use reasonable legal mechanisms to challenge any such demand for access to Photographer Data.

6. Notwithstanding the above, if, taking into account the nature, scope, context and purposes of the related Authority’s intended access to Photographer Data, Pic-Time 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, these subsections shall not apply. In such event, Pic-Time shall notify Photographer, as soon as possible, following the access by the Authority, and provide Photographer with relevant details, unless and to the extent legally prohibited to do so.

7. Pic-Time will inform the Photographer, upon written request (and not more than once a year), of the types of binding legal demands for Photographer Data Pic-Time has received and complied with, including demands under national security orders and directives, specifically including any process under Section 702 of FISA.

ANNEX III
LIST OF SUB-PROCESSORS‍

ANNEX IV
EU INTERNATIONAL TRANSFERS AND SCC
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1. The parties agree that the terms of the Standard Contractual Clauses are hereby incorporated by reference and shall apply to the transfer of Photographer Data from the EEA to other countries that are not deemed as Adequate Countries.

2. Module Two (Controller to Processor) of the Standard Contractual Clauses shall apply where the transfer is effectuated by Photographer as the Data Controller of the Photographer Data and Pic-Time is the Data Processor of the Photographer Data.

3. The parties agree that for the purpose of transfer of Photographer Data between Photographer (as Data Exporter) and Pic-Time (as Data Importer), the following shall apply:
a. Clause 7 of the Standard Contractual Clauses shall not be applicable.
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b. In Clause 9, option 2 (general written authorization) shall apply and the method for appointing and time period for prior notice of Sub-Processor changes shall be as set forth in the Sub-Processing Section of the DPA.
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c. In Clause 11, the optional language will not apply, and Data Subjects shall not be able to lodge a complaint with an independent dispute resolution body.
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d. In Clause 17, option 1 shall apply. The parties agree that the Standard Contractual Clauses shall be governed by the laws of the EU Member State in which the Photographer is established (where applicable).
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e. In Clause 18(b) the parties choose the courts of the Republic of Ireland, as their choice of forum and jurisdiction.

4. Annex I.A of the Standard Contractual Clauses shall be completed as follows:

a) 1. "Data Exporter": Photographer
a) 2. "Data Importer": Pic-Time
a) 3. Roles: (A) With respect to Module Two: (i) Data Exporter is a Data Controller and (ii) the Data Importer is a Data Processor.
a) 4. Data Exporter and Data Importer Contact details: As detailed in the Agreement.
a) 5. Signature and Date: By entering into the Agreement and DPA, Data Exporter and Data Importer are deemed to have signed these Standard Contractual Clauses incorporated herein, including their Annexes, as of the Effective Date of the Agreement.

5. Annex I.B of the Standard Contractual Clauses shall be completed as follows:

a. The purpose of the Processing, nature of the Processing, categories of Data Subjects, categories of Personal Data and the parties’ intention with respect to the transfer of special categories are as described in ANNEX I (Details of Processing) of this DPA.
b. The frequency of the transfer and the retention period of the Personal Data is as described in ANNEX I (Details of Processing) of this DPA.
c. The Sub-Processor which Personal Data is transferred are listed in ANNEX III.

6. Annex I.C of the Standard Contractual Clauses 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 3 above.

7. ANNEX II of this DPA (Technical and Organizational Measures) serves as Annex II of the Standard Contractual Clauses.
8. ANNEX III of this DPA (List of Sub-processors) serves as Annex III of the Standard Contractual Clauses.
9. Transfers to the US: Measures and assurances regarding US government surveillance (“Additional Safeguards”) are further detailed in ANNEX II.

ANNEX VU
K INTERNATIONAL TRANSFERS AND SCC

1. The parties agree that the terms of the Standard Contractual Clauses as amended by the UK Standard Contractual Clauses, and as amended in this ANNEX V, are hereby incorporated by reference and shall apply to transfer of Photographer Data from the UK to other countries that are not deemed as Adequate Countries.

2. This ANNEX V is intended to provide appropriate safeguards for the purposes of transfers of Photographer Data to a third country in reliance on Article 46 of the UK GDPR and with respect to data transfers from Controllers to Processors or from the Processor to its Sub-Processors.

3. Terms used in this ANNEX V that are defined in the Standard Contractual Clauses, shall have the same meaning as in the Standard Contractual Clauses.
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4. This ANNEX V shall (i) be read and interpreted in the light of the provisions of UK Data Protection Laws, and so that if fulfils the intention for it to provide the appropriate safeguards as required by Article 46 of the UK GDPR, and (ii) not be interpreted in a way that conflicts with rights and obligations provided for in UK Data Protection Laws.

5. Amendments to the UK Standard Contractual Clauses:

5.1. Part 1: Tables
‍5.1.1. Table 1 Parties: shall be completed as set forth in Section 4 within Annex IV above.
5.1.2.  Table 2 Selected SCCs, Modules and Selected Clauses: shall be completed as set forth in Section 2 and 3 within Annex IV above.
‍5.1.3. able 3 Appendix Information:
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Annex 1A: List of Parties: shall be completed as set forth in Section 2 within ANNEX IV above.
Annex 1B: Description of Transfer: shall be completed as set forth in ANNEX I above.
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Annex II: Technical and organizational measures including technical and organizational measures to ensure the security of the data: shall be completed as set forth in ANNEX II above.
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Annex III: List of Sub processors: shall be completed as set forth in Annex III above.
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5.1.4. Table 4 ending this Addendum when the Approved Addendum Changes: shall be completed as “neither party”.

ANNEX VI
SUPPLEMENTARY TERMS FOR SWISS DATA PROTECTION LAW TRANSFERS ONLY

The following terms supplement the Clauses only if and to the extent the Clauses apply with respect to data transfers subject to Swiss Data Protection Laws, and specifically the FDPA:

• The term ’Member State’ will be interpreted in such a way as to allow Data Subjects in Switzerland to exercise their rights under the Clauses in their place of habitual residence (Switzerland) in accordance with Clause 18(c) of the Clauses.
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• The clauses in the DPA protect the Photographer Data of legal entities until the entry into force of the upcoming revised FDPA.
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• All references in this DPA to the GDPR should be understood as references to the FDPA insofar as the data transfers are subject to the FDPA.  
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• References to the “competent supervisory authority”, “competent courts” and “governing law” shall be interpreted as Swiss Data Protection Laws and Swiss Information Commissioner, the competent courts in Switzerland, and the laws of Switzerland (for Restricted Transfers from Switzerland).
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• In respect of data transfers governed by Swiss Data Protection Laws, the EU SCCs will also apply to the transfer of information relating to an identified or identifiable legal entity where such information is protected similarly as Personal Data under Swiss Data Protection Laws until such laws are amended to no longer apply to a legal entity.
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• The competent supervisory authority is the Swiss Federal Data Protection Information Commissioner.
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ANNEX VII
US DATA PROTECTION LAWS ADDENDUM

This US Data Protection Laws Addendum (“US Addendum”) adds specification applicable to US Data Protection Laws. All terms used but not defined in this US Addendum shall have the meaning set forth in the DPA.

1. CCPA Specifications:

1. For the purpose of the CCPA, Photographer is the Business and Pic-Time is the Service Provider.
2. Pic-Time shall Process Photographer Data on behalf of the Photographer as a Service Provider under the CCPA and shall not: (i) Sell or Share the Photographer Data; (ii) retain, use or disclose the Photographer Data for any purpose other than for a business purpose specified in the Agreement; or (iii) combine the Photographer Data with other Personal Data that it receives from, or on behalf of, another Photographer, or collects from its own interaction with California residents, expect as otherwise permitted by the CCPA.
3. If, and to the extent applicable, Pic-Time shall assist Photographer in respect of consumer request to limit the use of its Sensitive Personal Information (“SPI”).
4. Pic-Time certifies that it understands the rules, requirements, and definitions of the CCPA and agrees to refrain from Selling any Photographer Data.

2. US Applicable States Specifications:

2.1. For the purpose of this US Addendum "Applicable States” shall mean Virginia, California, Colorado, Utah, and Connecticut.
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2.2. Pic-Time agrees to notify the Photographer if Pic-Time makes a determination that it can no longer meet its obligations under this US Addendum or US Data Protection Laws.
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2.3. Pic-Time shall provide information necessary to enable the Photographer to conduct and document any data protection assessments required by US Data Protection Laws. Notwithstanding the above, Pic-Time is responsible for only the measures allocated to it.
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2.4. Pic-Time shall provide assistance and procures that its subcontractors will provide assistance as Photographer may reasonably request, where and to the extent applicable, in connection with any obligation by Photographer to respond to Consumer’s requests for exercising their rights under the US Data Protection Laws. Including without limitation, by taking appropriate technical and organizational measures, insofar as this is possible, for the fulfillment of the Photographer's respective obligation to respond. Pic-Time acknowledges and confirms that it does not receive any monetary goods, payments or discounts in exchange for Processing the Photographer Data.
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2.5. Each party shall, taking into account the context of Processing, implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk a clear allocation of the responsibilities between them to implement these measures. Pic-Time technical measures are detailed in the DPA and Annexes above.

2.6 The Processing instructions, including the nature of Processing, purpose of Processing, the duration of Processing, the type of Personal Data and categories of Data Subjects, are set forth in ANNEX I above.

2.7. In addition to the Audit rights under Section 8 of the DPA, under US Data Protection Laws and subject to Photographer’s consent, Pic-Time may alternately, in response to Photographer’s on premises audit request, initiate a third-party auditor to verify Pic-Time’ compliance with its obligations under this US Data Protection Laws. During such an audit, Pic-Time will make available to the third-party auditor all information necessary to demonstrate such compliance.

2.8. Each party will comply with the requirements set forth under US Data Protection Laws with regards to Processing of de-identified data, as such term is defined under the applicable US Data Protection Law.

3. When Processing Photographer Data (as defined in the Agreement) for the permitted purposes under US Data Protection Laws Pic-Time shall ensure it complies with applicable laws and shall be liable for such Processing activities.  

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