Data Processing Addendum

TERMS AND AGREEMENTS

PRIVACY RESOURCES

Effective date: february 15, 2024

This Blackmedia Data Processing Addendum (this “DPA”) forms part of, and is subject to the provisions of, the Agreement. This DPA will apply to the extent Customer is subject to relevant Data Protection Laws.

HI THERE ‍ If you would like to execute a DocuSigned version of this Data Processing Addendum, please review and sign our pre-signed DPA here.

1. Definitions

Capitalized terms that are used but not defined in this DPA have the meanings given to them in the Agreement. 1.1. “Affiliate” means an entity that directly or indirectly controls (e.g., subsidiary), is controlled by (e.g., parent), or is under common control with (e.g., sibling) such party; and the term “control” (including the terms “controlled by” and “under common control with”) means either: (a) ownership or control of more than 50% of the voting interests of the subject entity; or (b) the power to direct or cause the direction of the management and policies of an entity, whether through ownership, by contract, or otherwise. 1.2. “Agreement” means any subscription agreement governing Customer’s access to and use of the Platform, which may mean, as applicable, Blackmedia’s online Terms of Service (available at blackmedia.be/legal/terms), a Master Subscription Agreement, or other related Platform subscription agreement between Blackmedia and Customer. 1.3. “Authorized Affiliate” means Customer’s Affiliate(s) which (a) are subject to Data Protection Laws; (b) are permitted to use the Platform pursuant to the Agreement between Customer and Blackmedia; and (c) have not signed their own Agreement with Blackmedia and are not “Customers” as defined under this DPA. 1.4. “Controller” means the entity that determines the purposes and means of the Processing of Personal Information. 1.5. “Customer” means the entity and the entity’s Authorized Affiliates that agree to be bound by the Agreement and this DPA. 1.6. “Customer Personal Information” means all Personal Information, excluding Customer Relationship Data, made available to Blackmedia by or on behalf of Customer. 1.7. “Customer Relationship Data” means Personal Information that relates to Customer’s relationship with Blackmedia, including the names or contact information of the business point(s) of contact between Customer and Blackmedia, individuals, Customer billing information, and customer relationship management information. 1.8. “Customer Workforce” means any Data Subjects who are employees, contractors, representatives, or other individuals engaged by Customer who have access to the Platform via a user account. 1.9. “Data Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Customer Personal Information transmitted, stored, or otherwise Processed. 1.10. “Data Protection Laws” means all applicable laws and regulations applicable to Blackmedia’s processing of Personal Information under the Agreement. 1.11. “Data Subject” means an individual whose Personal Information is subject to Data Protection Laws. 1.12. “EEA” means the European Economic Area. 1.13. “End User” means any Data Subject accessing or otherwise using Website Content. 1.1. “EU Standard Contractual Clauses” or “EU SCCs” means the annex found in the European Commission decision of 4 June 2021 on 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 (available as of August 1, 2021 at data.europa.eu/eli/dec_impl/2021/914/oj) and any amendments, replacements, or updated standard contractual clauses as recognized and approved by the European Commission from time to time. 1.2. “GDPR” means the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation). 1.3. “Personal Information” means any information relating to a Data Subject. 1.4. “Platform” means the access to Blackmedia’s software-as-a-service platform and the related web design technology products and services as subscribed to by Customer. 1.5. “Processing” means any operation or set of operations which is performed upon Personal Information, whether or not by automatic means, such as collection, recording, organization, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction. 1.6. “Processor” means the entity which Processes Personal Information on behalf of the Controller. 1.7. “Regulator” means any supervisory authority with authority under Data Protection Laws over all or any part of the provision or receipt of the Platform or the Processing of Personal Information. 1.8. “Subprocessor” means any Processor engaged by Blackmedia to Process Customer Personal Information on behalf of Blackmedia. 1.9. “UK International Data Transfer Agreement” means the addendum Version B1.0, issued by the UK Information Commissioner’s Office (“ICO”), under section 119A ( 1 ) of the Data Protection Act 2018, in force from 21 March 2022. 1.10. “Website Content” means any content that Customer submits, posts, displays, or otherwise makes available on or via the Platform.

2. Relationship of the Parties

2.1. Blackmedia as a Processor. The Parties hereby agree that with regard to the processing of Customer Personal Information, Customer may act either as a Controller or Processor and Blackmedia is a Processor for all Customer Personal Information except for Customer Relationship Data as set forth in Section 2.2 (Blackmedia as a Controller of Customer Relationship Data). Blackmedia will process Customer Personal Information in accordance with Customer’s instructions as set forth in Section 3.1 (Instructions). 2.2. Blackmedia as a Controller of Customer Relationship Data. The parties hereby agree that, with regard to the processing of Customer Relationship Data, Blackmedia is an independent Controller, not a joint Controller with Customer. Blackmedia will process Customer Relationship Data as a Controller: (a) to manage the relationship with Customer; (b) to carry out Blackmedia’s core business operations, such as accounting and filing taxes; (c) to detect, prevent, or investigate Data Breaches, fraud, and other abuse or misuse of the Platform; (d) to comply with applicable law; and (e) as otherwise permitted under Data Protection Law and in accordance with this DPA, the Agreement, and Blackmedia’s Privacy Policy.

3. Customer Obligations

3.1. Instructions. Customer instructs Blackmedia, when acting as a Processor, to Process Customer Personal Information to provide the Platform. Customer warrants that the instructions it provides to Blackmedia pursuant to this DPA will comply with Data Protection Laws. 3.2. Data Subject and Regulator Requests. Customer shall be responsible for communications and leading any efforts to comply with all requests made by Data Subjects under Data Protection Laws and all communications from Regulators that relate to Customer Personal Information, in accordance with Data Protection Laws. To the extent such requests or communications require Blackmedia’s assistance, Customer shall immediately notify Blackmedia in writing of the Data Subject’s or Regulator’s request. 3.3. Notice, Consent, and Other Authorizations. Customer agrees that the Personal Information it collects shall be in accordance with Data Protection Laws, including all legally required consents, bases of processing, approvals, and authorizations. Upon Blackmedia’s request, Customer shall provide all information necessary to demonstrate compliance with these requirements.

4. Blackmedia’s Obligations as a Processor

4.1. Scope of Processing and Customer Instructions. Blackmedia will Process the Personal Information on documented instructions from Customer in such a manner as is necessary for the provision of the Platform under the Agreement, except as may be required to comply with any legal obligation to which Blackmedia is subject. 4.2. Lawfulness of Instructions. Blackmedia shall immediately inform Customer if, in its opinion, the execution of an instruction could infringe on any Data Protection Laws. In the event Blackmedia must Process or cease Processing Personal Information for the purpose of complying with a legal obligation, Blackmedia will inform the Customer of that legal requirement before Processing or ceasing to Process, unless prohibited by applicable law. 4.3. Blackmedia Personnel Confidentiality Obligations. Blackmedia will grant access to Customer Personal Information to its personnel only to the extent strictly necessary for implementing, managing and monitoring the Platform. Blackmedia shall ensure that personnel authorized to Process Customer Personal Information have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality. 4.4. Fulfillment of Data Subject Requests. Blackmedia shall promptly notify Customer of any request it has received from a Data Subject. Blackmedia shall not respond to the request itself, unless authorized to do so by Customer. Blackmedia shall provide reasonable assistance to Customer in fulfilling its obligations to respond to Data Subject requests to exercise their rights under Data Protection Laws. 4.5. Security of Processing. Blackmedia shall implement appropriate technical and organizational measures to ensure the security of Personal Information including protection against a Data Breach. In complying with its obligations under this paragraph, Blackmedia shall implement the technical and organizational measures specified in Schedule 2. 4.6. Data Breach Notification. Blackmedia shall notify Customer without undue delay in the event of a confirmed Data Breach. 4.7. GDPR Articles 32-36. Taking into account the nature of the Processing and the information available to Blackmedia, Blackmedia will provide reasonable assistance to Customer in complying with its obligations under GDPR Articles 32-36, which address obligations with regard to security, breach notifications, data protection impact assessments, and prior consultation. 4.8. Deletion or Return of Personal Information. Following termination of the Agreement, Blackmedia shall, at the choice of Customer, delete or return all Customer Personal Information Processed on its behalf unless such continued processing is otherwise required by applicable law. 4.9. Compliance Documentation. Blackmedia shall make available to Customer all information necessary to demonstrate compliance with GDPR. At Customer’s request, Blackmedia shall also permit and contribute to audits in the manner prescribed in Section 6 of this DPA (Audit). 4.10. Disclosure to Third Parties. Except as expressly provided in this DPA, Blackmedia will not disclose Customer Personal Information to any third party without Customer’s consent. If requested or required by a competent governmental authority to disclose Customer Personal Information, to the extent legally permissible and practicable, Blackmedia will provide Customer with sufficient prior written notice in order to permit Customer the opportunity to oppose any such disclosure.

5. Use of Subprocessors

5.1. New Subprocessors. Customer hereby agrees and gives its general authorization for Blackmedia, when acting as a Processor, to engage new Subprocessors in connection with the processing of Customer Personal Information. A list of Blackmedia’s current Subprocessors is located at blackmedia.be/legal/subprocessors. Customer must sign up at the aforementioned URL to receive email notifications concerning the addition of new Subprocessors. Customer may reasonably object to the addition of any new Subprocessor within fifteen (15) calendar days of receiving such email notification, in which case Blackmedia will use reasonable efforts to make a change in the Platform or recommend a commercially reasonable change to avoid Processing by such Subprocessor. If Blackmedia is unable to provide an alternative, Customer may terminate subscription to the Platform and shall pay Blackmedia any fees or expenses not yet paid for all services provided pursuant to any Agreement. If Customer fails to sign up for these email notifications, Customer shall be deemed to have waived its right to object to the newly added Subprocessor(s). 5.2. Responsibility for Subprocessors. Blackmedia shall impose the same material data protection obligations as set out in this DPA on its Subprocessors. Where a Subprocessor fails to fulfill its data protection obligations, Blackmedia shall be liable for the Subprocessor’s failure to fulfill its data protection obligations.

6. Audit

6.1. Scope. Blackmedia will maintain records of its Processing activities carried out on behalf of Customer and will make available to Customer the information reasonably necessary to demonstrate its compliance with the obligations set out in this DPA. Blackmedia may limit the scope of information made available to Customer if Customer is a Blackmedia competitor, provided that such limitation does not violate Data Protection Laws. Customer’s inspection rights under this DPA do not extend to Blackmedia’s employee payroll, personnel records or any portions of its sites, books, documents, records, or other information that do not relate to the Platform or to the extent they pertain to third parties. 6.2. Process. Subject to thirty (30) days’ prior written notice from Customer and at Customer’s additional expense (including all reasonable costs and fees for any and all time Blackmedia expends on such audit, in addition to the rates for services performed by Blackmedia), Blackmedia and Customer shall mutually agree to appoint a third-party auditor to verify that Blackmedia is in compliance with the obligations under this DPA. In no event shall the Parties agree to a third-party auditor that is a competitor to Blackmedia. Audits and inspections will be carried out at mutually agreed times during regular business hours. Customer shall be entitled to exercise this audit right no more than once every twelve (12) months. Customer shall not be entitled to an on-site audit of Blackmedia’s premises unless legally required by a Regulator. 6.3. Confidentiality. All information obtained during any such request for information or audit will be considered Blackmedia’s Confidential Information under the Agreement and this DPA. The results of the inspection and all information reviewed during such inspection will be deemed Blackmedia’s Confidential Information. The third-party auditor may only disclose to Customer specific violations of this DPA, if any, and the basis for such findings, and shall not disclose any of the records or information reviewed during the inspection.

7. Transfers Outside of EEA, UK, and Switzerland

To the extent Customer’s use of the Platform requires an onward transfer mechanism to lawfully transfer Personal Information from the European Economic Area, the United Kingdom, or Switzerland to a country or territory which has not been formally recognized by the European Commission or applicable government(s) or Regulator(s) as affording the Personal Information an adequate level of protection, Customer hereby acknowledges, agrees, and instructs Blackmedia to transfer Customer Personal Information as set forth in Schedule 3 (Cross Border Transfers) of this DPA. If Schedule 3 applies to Customer’s use of the Platform, then, if applicable, under the order of precedence, by entering into this DPA, the Parties are deemed to be signing such EU Standard Contractual Clauses, including each of its applicable Annexes, or the UK International Data Transfer Agreement, as applicable.

8. Jurisdiction Specific Terms

To the extent Blackmedia processes Customer Personal Information originating from and protected by Data Protection Laws in one of the jurisdictions listed in Schedule 5 (Jurisdiction Specific Terms), the terms specified in Schedule 5, with respect to the applicable jurisdiction(s), will also apply.

9. Obligations Post-Termination

Termination or expiration of this DPA shall not discharge the Parties from their obligations that by their nature may reasonably be deemed to survive the termination or expiration of this DPA.

10. Limitation of Liability

This DPA shall be subject to the limitations of liability agreed between Customer and Blackmedia in the Agreement and such limitation shall apply in aggregate for all claims under the Agreement and DPA.

11. Severability

Any provision of this DPA that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invaliding the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The Parties will attempt in good faith to agree upon a valid and enforceable provision that is a reasonable substitute and shall incorporate such substitute provision into this DPA.

12. Updates

Blackmedia reserves the right to modify, update, or change this DPA from time to time in the usual course of business, so we encourage you to review this page periodically. Notwithstanding, when we change this DPA in a material manner, we will update the effective date at the top of this page and provide you with reasonable advance notice before the updates to this DPA become effective. Blackmedia may provide such notifications to you via email notice, written or hard copy notice, and/or through posting of such notice on the Platform. We reserve the right to determine the form and means of providing notifications to you. You may be required to click-to-accept or otherwise agree to the updated DPA, but in any event your continued use or access of the Platform after the effective date of the updated DPA shall constitute your agreement to the updated DPA. The DPA will be effective as of the date specified in the effective date at the top of this page, and will apply to your use of the Platform from that point forward. If we update this DPA in a non-material manner after the effective date, we will update the last modified date at the top of this page. Blackmedia is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. ‍ SCHEDULE 1

Description of Transfer and Processing

A. List of Parties

Data exporter: Name: Customer, user of the Platform. Contact Details: Specified in the signature block above. Activities relevant to the data transfer: Use of the Platform. Role: Controller and/or Processor depending on the type of processing as set forth below. Data importer: Name: Blackmedia, provider of the Platform. Contact Details: Sepapaja tn 6 Lasnamäe linnaosa, Tallinn Harju maakond 15551 Estonia Activities relevant to the data transfer: Provisioning of the Platform. Role: Controller and/or Processor depending on the type of processing as set forth below.

B. Description of Transfer

Categories of data subjects whose personal data is transferred: Module One (Controller to Controller):

Data Subjects whose Personal Information constitutes Customer Relationship Data.

Module Two (Controller to Processor) and Module Three (Processor to Processor):

End Users; and
Customer Workforce

Categories of personal data transferred: Module One (Controller to Controller):

Customer Relationship Data including, business point of contact: name, email address, phone number, credit card and/or other billing information.

Module Two (Controller to Processor) and Module Three (Processor to Processor):

Personal Information about End Users and Customer Workforce that Customer provides to the Platform or through an End User’s interaction with the Platform including, but not limited to, name, email addresses, and other Personal Information as determined by Customer;
Personal Information from add-ons and other third-party services Customer uses in conjunction with the Platform; and
Data about Customer, Customer’s Workforce, and End Users’ use of the Platform, including, but not limited to, interactions with the user interface to the Platform, web browser or operating system details, and the internet protocol address for the computers with which Customer, Customer’s Workforce, and End Users use to connect to the Platform.

Sensitive data transferred (if applicable): Module One (Controller to Controller):

None.

Module Two (Controller to Processor) and Module Three (Processor to Processor):

End Users may submit special categories of Personal Information to the Customer via the Platform, the extent of which is determined and controlled by the Customer. For clarity, these special categories of Personal Information may include information revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, biometric data, health data, or data concerning a natural person’s sex life or sexual orientation.
Any sensitive data that Customer may submit to Blackmedia is stored in a single database location with heavily restricted access.

Frequency of the transfer: Module One (Controller to Controller), Module Two (Controller to Processor), and Module Three (Processor to Processor):

Continuous.

Purposes of the data transfer and further processing: Module One (Controller to Controller), Module Two (Controller to Processor), and Module Three (Processor to Processor):

Blackmedia will process Customer Relationship Data and Customer Personal Information for the purpose of providing the Platform described in the Agreement. Customer determines the specific processing activities using the Platform but these activities are anticipated to include receiving, storing, displaying, and erasing Personal Information.

The period for which the personal data will be retained: Module One (Controller to Controller):

Blackmedia will retain Customer Relationship Data during the term of the Agreement and thereafter in accordance with the principles of ‘purpose limitation’ and ‘storage limitation.’ Blackmedia may retain Customer Relationship Data as required by applicable law and regulations to comply with its legal obligations.

Module Two (Controller to Processor), and Module Three (Processor to Processor):

Customer Personal Information will be retained during the term of the Agreement. Upon the termination of the Agreement, Blackmedia will delete all Personal Information processed on behalf of Customer unless local laws, regulations, or other requirements applicable to Blackmedia prohibit the deletion of the Personal Information.

Subject matter, nature, and duration of the processing by sub-processors: Module One (Controller to Controller), Module Two (Controller to Processor), and Module Three (Processor to Processor):

A list of Blackmedia’s current Subprocessors and the subject matter of the subprocessing can be found at blackmedia.be/legal/subprocessors. Blackmedia’s Subprocessors Process Personal Information for the term of the agreement between the Subprocessor and Blackmedia.

C. Competent Supervisory Authority

Module One (Controller to Controller), Module Two (Controller to Processor), and Module Three (Processor to Processor):

Ireland’s Data Protection Commissioner.

‍ SCHEDULE 2

Technical and Organisational Measures Including Technical and Organisational Measures to Ensure the Security of the Data

Blackmedia has a SOC 2 Type II certification and is dedicated to the continued validation of its security program. Specifically, Blackmedia implements the following security measures with respect to Personal Information:

Data Center Security

Blackmedia infrastructure is managed via Amazon Web Services’ ISO 27001 certified data centers, and hosted in multiple regions and availability zones.
All database servers are isolated inside virtual private networks, and accessible only by key personnel via multi-factor authentication.
All access to production environments is logged, and access can be immediately revoked.

Protection from Data Loss and Corruption

All data operations are mirrored to a redundant secondary database.
All data is backed up on a daily basis and stored on highly-redundant storage media in multiple availability zones.
All data is encrypted at rest using Amazon’s EBS encryption functionality.

Application Level Security

User account passwords are hashed using a secure low-entropy key derivation function, which protects against brute-force attacks.
All applications are served exclusively via TLS with a modern configuration.
All login pages have brute-force logging and protection.
Two-factor authentication is supported and is mandatory for all internal administrator functions of the application.
All code changes to our applications require code reviews via an enforced code review process.
Automated code and dependency analysis tools are in place to identify emergent security issues.
Regular application security penetration tests are conducted by different vendors. These tests include high-level server penetration tests across various parts of our platform (i.e. Dashboard, Designer, Editor, Hosted Sites), as well as security-focused source code reviews.

Internal Protocol & Training

All new employees are given security and data privacy training, tailored to their job functions.
All employees undergo regular security best practices and data privacy training.
All developers undergo advanced application security and privacy training.
All new product changes and improvements undergo a data privacy assessment before any projects proceed to implementation.

Subprocessor Controls

Blackmedia only uses cloud providers that have confirmed they have implemented and maintain Security Measures in compliance with Article 32 of the GDPR, in storing and keeping secure Personal Information.

Technical and Organisational Measures to provide assistance to the Controller

Blackmedia has a dedicated security and privacy team to respond to Controller requests and inquiries. Taking into account the nature of the Processing and to the extent reasonably possible, Blackmedia will assist Controller in fulfilling its obligations in relation to Data Subject requests and compliance obligations under applicable Data Protection Laws. This team can be contacted at privacy@blackmedia.be.
Blackmedia will not disclose Personal Information to any third party without Customer’s consent. If requested or required by a competent governmental authority to disclose the Personal Information, to the extent legally permissible and practicable, Blackmedia will provide Customer with sufficient prior written notice in order to permit Customer the opportunity to oppose any such disclosure.

‍ SCHEDULE 3

Cross Border Data Transfers

1.1 Order of Precedence. In the event the Platform is covered by more than one Transfer Mechanism, the transfer of Personal Information will be subject to a single Transfer Mechanism in accordance with the following order of precedence: (a) the EU-U.S. and Swiss-U.S. Data Privacy Framework as well as the UK Extension to the EU-U.S. Data Privacy Framework and any valid successors thereto, provided Blackmedia is certified under the relevant framework; (b) the EU Standard Contractual Clauses as set forth in Section 1.2 (EU Standard Contractual Clauses) of this Schedule 3; (c) the UK International Data Transfer Agreement as set forth in Section 1.3 (UK International Data Transfer Agreement) of this Schedule 3; (d) Swiss Transfers as set forth in Section 1.4 (Swiss Transfers) of this Schedule 3; and, if neither (a) nor (b) nor (c) nor (d) is applicable, then (e) other applicable data Transfer Mechanisms permitted under Data Protection Law. ‍1.2 EU Standard Contractual Clauses. The parties agree that the EU Standard Contractual Clauses will apply to Personal Information that is transferred via the Platform from the EEA or Switzerland, either directly or via onward transfer, to any country or recipient outside the EEA or Switzerland that is: (a) not recognized by the European Commission (or, in the case of transfers from Switzerland, the competent authority for Switzerland) as providing an adequate level of protection for Personal Information. For data transfers from the EEA that are subject to the EU Standard Contractual Clauses, the EU Standard Contractual Clauses will be deemed entered into (and incorporated into this DPA by this reference) and completed as follows: ‍ (a) Module One (Controller to Controller) of the EU Standard Contractual Clauses will apply where Blackmedia is processing Customer Relationship Data; (b) Module Two (Controller to Processor) of the EU Standard Contractual Clauses will apply where Customer is a Controller of Customer Personal Information and Blackmedia is processing Customer Personal Information; (c) Module Three (Processor to Processor) of the EU Standard Contractual Clauses will apply where Customer is a Processor of Customer Personal Information and Blackmedia is processing Customer Personal Information; (d) For each Module, where applicable:

Clause 7: The optional docking clause will not apply;
Clause 9: Option 2 will apply and the time period for prior written notice of Subprocessor changes will be as set forth in Section 5 (Use of Subprocessors) of the DPA;
Clause 11: The optional language will not apply;
Clause 17: the EU Standard Contractual Clauses will be governed by the laws of Ireland;
Clause 18: the EU Standard Contractual Clauses disputes will be resolved before the courts of Ireland;

(e) Schedule 1 of this DPA serves as Annex I of the EU Standard Contractual Clauses; (f) Schedule 2 (Technical and Organizational Security Measures) of this DPA serves as Annex II of the EU Standard Contractual Clauses. 1.3 UK International Data Transfer Agreement. The parties agree that the UK International Data Transfer Agreement will apply to Personal Information that is transferred via the Platform from the United Kingdom, either directly or via onward transfer, to any country or recipient outside of the United Kingdom that is: (a) not recognized by the competent United Kingdom Regulator or governmental body for the United Kingdom as providing an adequate level of protection for Personal Information. For data transfers from the United Kingdom that are subject to the UK International Data Transfer Agreement, the UK International Data Transfer Agreement will be deemed entered into (and incorporated into this DPA by this reference) and completed as set forth in Schedule 4. 1.4 Swiss Transfers. Where Personal Information that is transferred via the Platform from Switzerland, either directly or via onward transfer, to any country or recipient outside Switzerland that is not recognized by the Swiss Federal Act on Data Protection (“FADP”) as providing an adequate level of protection for Personal Information, the following applies: The EU Standard Contractual Clauses apply as set forth in Section 1.2 (EU Standard Contractual Clauses) of this Schedule 3 with the following modifications:

in Clause 13, the competent supervisory authority shall be the Swiss Federal Data Protection and Information Commissioner;
in Clause 17 (Option 1), the EU Standard Contractual Clauses will be governed by the laws of Switzerland;
in Clause 18(b), disputes will be resolved before the courts of Switzerland;
the term Member State must not be interpreted in such a way as to exclude Data Subjects in Switzerland from enforcing their rights in their place of habitual residence in accordance with Clause 18(c); and
all references to the EU GDPR in this DPA are also deemed to refer to the FADP.

Jurisdiction Specific Terms

1. California

Capitalized terms used in this Section 1 of Schedule 5 (“California”) that are used but not defined in the Agreement or the DPA have the meanings given to them in the CCPA. To the extent that the California Consumer Privacy Act of 2018 (“CCPA”) (California Civil Code sections 1798.100 – 1798.199) and its accompanying regulations apply, Blackmedia agrees that:

Blackmedia is prohibited from Selling or Sharing Customer Personal Information that it collects from Customer as part of providing the Platform;
Blackmedia shall only process Customer Personal Information for the following Business Purposes:
1. for the purpose of providing the Platform to Customer, specifically by providing Customer access to and use of Blackmedia’s software-as-a-service platform and the related web design technology products and services subscribed to by Customer; and
2. for the purpose of ensuring the security of the Platform, including but not limited to network and system integrity, fraud detection, and data loss prevention.
  1. Blackmedia is prohibited from retaining, using, or disclosing Customer Personal Information for any purpose other than the Business Purposes specified in the Agreement or as otherwise permitted by the CCPA;
  2. Blackmedia is prohibited from retaining, using, or disclosing Customer Personal Information for any Commercial Purpose other than the Business Purposes specified in the Agreement or as otherwise permitted by the CCPA;
  3. Blackmedia is prohibited from retaining, using, or disclosing Customer Personal Information outside the direct business relationship between the Blackmedia and Customer, unless expressly permitted by the CCPA;
  4. Blackmedia shall comply with all applicable sections of the CCPA, including—with respect to Customer Personal Information — providing the same level of privacy protection as required of Businesses by the CCPA;
  5. Customer has the right to take reasonable and appropriate steps — as specified in Section 6 (“Audit”) of the DPA — to ensure that Blackmedia is Processing Customer Personal Information pursuant to the Agreement with Customer in a manner consistent with the Customer’s obligations under the CCPA;
  6. Blackmedia shall notify Customer after it makes a determination that it can no longer meet its obligations under the CCPA;
  7. Customer has the right, upon providing notice to Blackmedia, to take reasonable and appropriate steps to stop and remediate any unauthorized use of Customer Personal Information by Blackmedia; and
  8. Blackmedia shall enable Customer to comply with consumer requests made pursuant to the CCPA in accordance with Section 4.7 of the DPA (“Fulfillment of Data Subject Requests”).

2. Switzerland

The definition of “Data Protection Law” includes the Swiss Federal Act on Data Protection, as revised (“FADP”).

3. United Kingdom (UK)

References in this DPA to GDPR will to that extent be deemed to be references to the corresponding laws of the United Kingdom (including the UK GDPR and Data Protection Act 2018).