This Data Processing Agreement (the ”Agreement”) forms part of the Contract for Services (the “Principal Agreement“) between Jurnee’s customers (the ”Company”) and Jurnee (the “Data Processor”) together as the “Parties”.

WHEREAS

(A) The Company acts as a Data Controller (the ”Controller”).

(B) The Company wishes to subcontract certain Services (as defined below), which imply the processing of Personal Data, to Jurnee, 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:

Definitions and Interpretation

Unless otherwise defined herein, capitalized terms and expressions used in this Agreement shall have the following meaning:

1. “Agreement” means this Data Processing Agreement and all Schedules;
2. "Company Personal Data" means any Personal Data Processed by a Contracted Processor on the Company's behalf pursuant to or in connection with the Principal Agreement;
3. “Contracted Processor” means a Subprocessor;
4. “Data Protection Laws” means EU Data Protection Laws and, to the extent applicable, the data protection or privacy laws of any other country;
5. “EEA” means the European Economic Area;
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means EU Directive 95/46/EC, as transposed into domestic legislation of each Member State and as amended, replaced or superseded from time to time, including by the GDPR and laws implementing or supplementing the GDPR;
7. “GDPR” means EU General Data Protection Regulation 2016/679;
8. “Data Transfer” means:
   1. a transfer of Company Personal Data from the Company to a Contracted Processor; or
   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);
9. “Services” means the services provided by Jurnee.
10. “Subprocessor” means any person appointed by or on behalf of Processor to process Personal Data on behalf of the Company in connection with the Agreement.

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.

Processing of Company Personal Data

Processor shall:

1. comply with all applicable Data Protection Laws in the Processing of Company Personal Data; and
2. not Process Company Personal Data other than on the relevant Company’s documented instructions.

The Company instructs Processor to process Company Personal Data.

Processor Personnel

Processor shall take reasonable steps to ensure the reliability of any employee, agent or contractor of any Contracted Processor who may have access to the Company Personal Data, ensuring in each case that access is strictly limited to those individuals who need to know / access the relevant Company Personal Data, as strictly necessary for the purposes of the Principal Agreement, and to comply with Applicable Laws in the context of that individual’s duties to the Contracted Processor, ensuring that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.

Security

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, Processor shall in relation to the Company Personal Data implement appropriate technical and organizational measures to ensure a level of security appropriate to that risk, including, as appropriate, the measures referred to in Article 32(1) of the GDPR.