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Data Processing Agreement (GDPR)

This Data Processing Agreement ("Agreement") forms part of the Contract for Services under the Teamscope Terms and Conditions (the "Principal Agreement")
This Agreement is an amendment to the Principal Agreement and is effective upon its incorporation to the Principal Agreement, which incorporation may be specified in the Principal Agreement or an executed amendment to the Principal Agreement
Upon its incorporation into the Principal Agreement, this Agreement will form a part of the Principal Agreement

We periodically update this Agreement
If you have an active Teamscope account, you will be informed of any modification by email

The term of this Agreement shall follow the term of the Principal Agreement
Terms not defined herein shall have the meaning as set forth in the Principal Agreement

(A)         Your company act as a Data Controller (the "Controller")

(B)         Your company wishes to subcontract certain Services (as defined below), which imply the processing of personal data, to Yuzu Labs PBC,                        acting as a Data Processor (the "Processor")

(C)         The Parties seek to implement a data processing agreement that complies with the requirements of the current legal framework in relation to               data processing and with 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)

(D)         The Parties wish to lay down their rights and obligations

IT IS AGREED AS FOLLOWS:

1. Definitions and Interpretation

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1   Unless otherwise defined herein, capitalized terms and expressions used in this DPA shall have the following meaning:
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2   "Company Personal Data" means any Personal Data Processed by a Contracted Processor on Controller's behalf pursuant to or in           connection with the Principal Agreement;
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3   "Contracted Processor" means a Subprocessor;
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4   "Data Protection Laws" means EU Data Protection Laws and, to the extent applicable, the data protection or privacy laws of any other           country;
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5   "EEA" means the European Economic Area;
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6   "EU Data Protection Laws" means EU Directive 95/46/EC, as transposed into domestic legislation of each Member State and as amended,           replaced or superseded from time to time, including by the GDPR and laws implementing or supplementing the GDPR;
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7   "GDPR" means EU General Data Protection Regulation 2016/679;
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1   a transfer of Company Personal Data from Controller to a Contracted Processor; or
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2   an onward transfer of Company Personal Data from a Contracted Processor to a Subcontracted Processor, or between two                          establishments of a Contracted Processor,
in each case, where such transfer would be prohibited by Data Protection Laws (or by the terms of data transfer agreements put in place to address the data transfer restrictions of Data Protection Laws);
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9      "Services" means the Teamscope platform and mobile applications

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10   "Subprocessor" means any person appointed by or on behalf of Processor to process Personal Data on behalf of Controller in connection           with the Agreement

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2   The terms, "Commission", "Controller", "Data Subject", "Member State", "Personal Data", "Personal Data Breach", "Processing" and "Supervisory Authority" shall have the same meaning as in the GDPR, and their cognate terms shall be construed accordingly

2. Processing of Company Personal Data

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1   comply with all applicable Data Protection Laws in the Processing of Company Personal Data; and
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2   not process Company Personal Data other than on Controller's documented instructions

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2   Controller instructs Processor to process Company Personal Data to provide the Services and related technical support