Data Processing Addendum

This Data Processing Addendum (“DPA”) is incorporated by reference into Coro’s Terms of Use (“Terms”) or any other agreement governing the use of Coro’s services (the “Agreement”), entered by and between you, either individually, or on behalf of your employer or any other entity which you represent (including Coro’s MSPs, resellers and business customers) (collectively, “you”, “your”, “Customer”), and Coro (as defined in the Agreement) to reflect the parties’ agreement with regard to the Processing of Personal Data by Coro solely on behalf of the Customer. Both parties shall be referred to as the “Parties” and each, a “Party”. 

By using the Services, Customer accepts this DPA and you represent and warrant that you have full authority to bind the Customer to this DPA. If you cannot, or do not agree to, comply with and be bound by this DPA, or do not have authority to bind the Customer or any other entity, please do not provide Personal Data to Coro.

In the event of any conflict between certain provisions of this DPA and the provisions of the Agreement, the provisions of this DPA shall prevail over the conflicting provisions of the Agreement solely with respect to the Processing of Personal Data.  

Capitalized terms not defined in this DPA shall have the meanings assigned to such terms in the Agreement. 

1. DEFINITIONS
   1. “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control”, for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
   2. “Authorized Affiliate” means any of Customer’s Affiliate(s) which is explicitly permitted to use the Services pursuant to the Agreement between Customer and Coro but has not signed its own agreement with Coro and is not a Customer under the Agreement.
   3. “CCPA” means the California Consumer Privacy Act of 2018, Cal. Civ. Code §§ 1798.100 et. seq., and its implementing regulations, as may be amended from time to time;
   4. The terms, “Controller“, “Member State“, “Processor“, “Processing” and “Supervisory Authority” shall have the same meaning as in the GDPR. The terms “Business”, “Business Purpose”, “Consumer” and “Service Provider” shall have the same meaning as in the CCPA. 
      For the purpose of clarity, within this DPA “Controller” shall also mean “Business”, and “Processor” shall also mean “Service Provider”, to the extent that the CCPA applies. In the same manner, Processor’s Sub-processors shall also refer to the concept of Service Provider. 
   5. “Data Protection Laws” means all applicable and binding privacy and data protection laws and regulations, including such laws and regulations of the European Union, the European Economic Area and their Member States, Switzerland, the United Kingdom, Canada, Israel and the United States of America, as applicable to the Processing of Personal Data under the Agreement including (without limitation) the GDPR, the UK GDPR, the FADP and US states privacy laws (including the CCPA), known or reasonably expected by Coro to be applicable to the Processing of Personal Data hereunder and in effect at the time of Coro’s performance hereunder.
   6. “Data Subject” means the identified or identifiable person to whom the Personal Data relates.
   7. “Email Protection Data” means Personal Data or Personal Information contained in any email (including attachments) Processed by Coro via the Email Protection Services (as further described in the Terms).
   8. “FADP” means the Swiss Federal Act on Data Protection of 19 June 1992.
   9. “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).
   10. “Personal Data” or “Personal Information” means any information that identifies, relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, to or with an identified or identifiable natural person or Consumer, to the extent such information is processed by Coro solely on behalf of Customer, under this DPA and the Agreement between Customer and Coro.
   11. “Security Documentation” means the Security Documentation applicable to the Services purchased by Customer, as updated from time to time, and as made reasonably available by Coro upon Customer’s request.
   12. “Services” means the services provided to Customer by Coro in accordance with the Agreement. 
   13. “Standard Contractual Clauses” means a) where the GDPR applies, the standard contractual clauses set out in the Annex of the European Commission Implementing Decision (EU) 2021/914 of 4 June 2021 (“EU SCCs”), or (b) where the UK GDPR applies, the International Data Transfer Addendum to the EU Commission Standard Contractual Clauses as issued by the Information Commissioner’s Office under S119A(1) of the Data Protection Act 2018 and in force as of 21 March 2022 (“UK Addendum”).
   14. “Sub-processor” means any third party that Processes Personal Data under the instruction or supervision of Coro.
   15. “UK GDPR” means the Data Protection Act 2018, as well as the GDPR as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of Section 3 of the European Union (Withdrawal) Act 2018 and as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019 (SI 2019/419).

2. PROCESSING OF PERSONAL DATA
   1. Roles of the Parties in relation to Personal Data. The Parties acknowledge and agree that with regard to the Processing of Personal Data solely by Coro on behalf of Customer, (i) Customer is the Controller or Processor of Personal Data, and (ii) Coro is the Processor or Sub-processor of the Personal Data. 
   2. Roles of the Parties in relation to Email Protection Data. The Parties acknowledge and agree that with regard to the Processing of Email Protection Data, (i) Customer is the Controller of the Email Protection Data, and (ii) Coro is the Processor of the Email Protection Data to the extent that Coro Processes the Email Protection Data solely on behalf of Customer; and Coro is an independent Controller of the Email Protection Data if used to develop and improve its products and services, and improve the performance, functionality, safety, and security of the Services, or as otherwise authorized or requested by Customer, including through Customer’s use and configuration of the Services.
   3. Customer’s Obligations. Customer, in its use of the Services, and Customer’s instructions to Coro, shall comply with Data Protection Laws. Customer shall establish and have any and all required legal bases in order to collect, Process and transfer to Coro the Personal Data, and to authorize the Processing by Coro, and for Coro’s Processing activities on Customer’s behalf, including the pursuit of a Business Purpose. 
   4. Coro’s Processing of Personal Data. When Processing on Customer’s behalf under the Agreement, Coro shall Process Personal Data for the following purposes: (i) Processing in accordance with the Agreement and this DPA; (ii) Processing for Customer as part of its provision of the Services; (iii) Processing to comply with Customer’s reasonable and documented instructions, where such instructions are consistent with the terms of the Agreement regarding the manner in which the Processing shall be performed; (iv) rendering Personal Data fully anonymous, non-identifiable and non-personal in accordance with applicable standards recognized by Data Protection Laws and guidance issued thereunder (v) Disclosing Personal Data to, or receiving Personal Data from, third parties in accordance with Customer’s instructions and/or pursuant to Customer’s use of the Services (e.g., integrations between the Services and any services provided by third parties, as configured by or on behalf of Customer; and (vi) Processing as required under the laws applicable to Coro, and/or as required by a court of competent jurisdiction or other competent governmental or semi-governmental authority, provided that Coro shall inform Customer of the legal requirement before Processing, unless such law or order prohibit such information on important grounds of public interest. 
   5. Coro shall inform Customer without undue delay if, in Coro’s opinion, an instruction for the Processing of Personal Data given by Customer infringes applicable Data Protection Laws. To the extent that Coro cannot comply with an instruction from Customer: (i) Coro shall inform Customer, providing relevant details of the issue, (ii) Coro may, without liability to Customer, temporarily cease all Processing of the affected Personal Data (other than securely storing such data) and/or suspend Customer’s access to the Services, and (iii) if the Parties do not agree on a resolution to the issue in question and the costs thereof, Customer may, as its sole remedy, terminate the Agreement and this DPA with respect to the affected Processing, and Customer shall pay to Coro all the amounts owed to Coro or due before the date of termination. Customer will have no further claims against Coro (including, without limitation, requesting refunds for the Services) pursuant to the termination of the Agreement and the DPA as described in this paragraph.
   6. Details of the Processing. The subject matter of processing of Personal Data by Coro is the performance of the Services pursuant to the Agreement. The duration of the processing, the nature and purpose of the processing, the types of Personal Data and categories of Data Subjects processed under this DPA are further specified in Schedule 1 (Details of Processing) to this DPA.
   7. CCPA Standard of Care; No Sale or Sharing of Personal Information. Coro acknowledges and confirms that it does not receive or process any Personal Information as consideration for any services or other items that Coro provides to the Customer under the Agreement or this DPA. Coro certifies that it understands the rules, requirements and definitions of the CCPA and agrees to refrain from selling or sharing (as such terms are defined in the CCPA) any Personal Information Processed hereunder, without Customer’s prior written consent or instruction, nor take any action that would cause any transfer of Personal Information to or from Coro under the Agreement or this DPA to qualify as “selling” and/or “sharing” such Personal Information under the CCPA. Coro acknowledges that Customer discloses Personal Information to Coro only for limited and specified purposes set out in this DPA and the Agreement. Coro shall process all Personal Information in which it acts as Service Provider only (i) for such limited and specific purpose(s), and (ii) in compliance with applicable sections of the CCPA. Coro shall not (i) retain, use, or disclose Personal Information outside the direct business relationship of the Parties, as described in the Agreement, or for any business or commercial purpose other than for the specific business purpose of performing the Services or as otherwise permitted by the CCPA, the Agreement and/or this DPA, nor (ii) combine Personal Information with personal information Coro processes on behalf of other parties unless expressly permitted under the CCPA, its implementing regulations and the Agreement between the Parties. Coro further acknowledges that Customer has the right, upon notice, to take reasonable and appropriate steps to stop and remediate any unauthorized use of Personal Information by Coro. Coro shall notify Customer if Coro makes a determination that it can no longer meet its obligations under the CCPA.
      
      
3. DATA SUBJECT REQUESTS 

Taking into account the nature of the processing, Coro shall assist Customer by implementing appropriate technical and organizational measures, insofar as this is possible and reasonable, for the fulfilment of Customer’s obligation to respond to a request from a Data Subject or Consumer to exercise their rights (to the extent available to them under applicable Data Protection Laws), including of access, right to rectification, restriction of Processing, erasure, data portability, objection to the processing, the right not to be subject to automated individual decision making, to opt out of the sale of Personal Information, or the right not to be discriminated against (“Data Subject Request”). To the extent Coro Processes Personal Data solely on behalf of Customer, Coro shall, to the extent legally permitted, notify Customer or refer Data Subject Request to Customer in the event Coro receives a Data Subject Request. Coro may refer Data Subject Requests received and the Data Subjects making them directly to the Customer for its treatment of such requests.

4. CONFIDENTIALITY

Coro shall ensure that its personnel and advisors engaged in the Processing of Personal Data have committed themselves to confidentiality.

5. SUB-PROCESSORS 
   1. Appointment of Sub-processors. Customer acknowledges and agrees that (a) Coro’s Affiliates may be engaged as Sub-processors; and (b) Coro and Coro’s Affiliates on behalf of Coro may each engage third-party Sub-processors in connection with the provision of the Services. 
   2. List of Current Sub-processors and Notification of New Sub-processors.
      1. Coro makes available to Customer the current list of Sub-processors Coro uses to Process Personal Data via https://www.coro.net/sub-processor-list (“Sub-Processor List”). The Sub-Processor List as of the date of first use of the Services by Customer is hereby deemed authorized upon first use of the Services.
      2. Coro may engage new Sub-processors to Process Personal Data on Customer’s behalf. Customer acknowledges that it shall subscribe to notifications of new Sub-processors via https://www.coro.net/sub-processor-list, upon entering into this DPA and that the notifications sent once Customer has so notified Coro fulfils Coro’s obligations to notify Customer of the appointment of a new or replacement of an existing Sub-processor.
   3. Objection to New Sub-processors. Customer may reasonably object to Coro’s use of such new or replacement Sub-processor for reasons relating to the protection of Personal Data intended to be Processed by such Sub-processor. Such objection must be submitted promptly by notifying Coro in writing at [email protected] within seven (7) days following publication of a notice by Coro of a new Sub-processor, in which Customer shall detail the reasons for the objection to using such new Sub-processor. Where Customer has not objected within such seven (7) day period in the manner described above, the use of the new Sub-Processor shall be deemed accepted by Customer. In the event Customer reasonably objects to a new Sub-processor, as permitted in the preceding sentences, Coro will use reasonable efforts to make available to Customer a change in the Services or recommend a commercially reasonable change to Customer’s configuration or use of the Services to avoid Processing of Personal Data by the objected-to new Sub-processor without unreasonably burdening the Customer. If Coro is unable to make available such change within thirty (30) days following receipt of the objection, Customer may, as a sole remedy, terminate the Agreement and this DPA with respect only to such Services and/or those components of the Services which cannot be provided by Coro without the use of the objected-to new Sub-processor, by providing written notice to Coro. All amounts outstanding under the Agreement before the termination date with respect to the Processing at issue shall be duly paid to Coro. Until a decision is made regarding the new Sub-processor, Coro may temporarily avoid or cease the Processing of the affected Personal Data and/or suspend access to the respective Services. Customer will have no further claims against Coro due to the termination of the Agreement (including, without limitation, requesting refunds) and/or the DPA in the situation described in this paragraph.
   4. Agreements with Sub-processors. Coro or Coro’s Affiliate on behalf of Coro has entered into a written agreement with each Sub-processor containing appropriate safeguards for the protection of Personal Data. Where Coro engages a Sub-processor for carrying out specific Processing activities on behalf of the Customer, the same or materially similar data protection obligations as set out in this DPA shall be imposed on such new Sub-processor by way of a contract, in particular obligations to implement appropriate technical and organizational measures in such a manner that the Processing will meet the requirements of the GDPR. Where a Sub-processor fails to fulfil its data protection obligations concerning its Processing of Personal Data, Coro shall remain responsible for the performance of the Sub-processor’s obligations. 
6. SECURITY & AUDITS
   1. Controls for the Protection of Personal Data. Coro shall maintain industry-standard technical and organizational measures for the protection of Personal Data Processed hereunder (including protection against unauthorized or unlawful processing and against accidental or unlawful destruction, loss or alteration or damage, unauthorized disclosure of, or access to, Personal Data, confidentiality and integrity of Personal Data, including those measures set forth in the Security Documentation), as may be amended from time to time. Upon the Customer’s reasonable request, Coro will reasonably assist Customer, at Customer’s cost and subject to the provisions of Section ‎11.1 below, in ensuring compliance with the obligations pursuant to Articles 32 to 36 of the GDPR, taking into account the nature of the processing and the information available to Coro.
   2. Audits and Inspections. Upon Customer’s 21 days’ prior written request at reasonable intervals (no more than once every 12 months), and subject to strict confidentiality undertakings by Customer, Coro shall make available to Customer that is not a competitor of Coro (or Customer’s independent, reputable, third-party auditor that is not a competitor of Coro and not in conflict with Coro, subject to their confidentiality and non-compete undertakings) information necessary to demonstrate compliance with this DPA, and allow for and contribute to audits, including inspections, conducted by them (provided, however, that such information, audits, inspections and the results therefrom, including the documents reflecting the outcome of the audit and/or the inspections, shall only be used by Customer to assess compliance with this DPA, and shall not be used for any other purpose or disclosed to any third party without Coro’s prior written approval. Upon Coro’s first request, Customer shall return all records or documentation in Customer’s possession or control provided by Coro in the context of the audit and/or the inspection). 
   3. In the event of an audit or inspection as set forth above, Customer shall ensure that it (and each of its mandated auditors) will not cause (or, if it cannot avoid, minimize) any damage, injury or disruption to Coro’s premises, equipment, personnel and business while conducting such audit or inspection. 
   4. The audit rights set forth in ‎section 6.2 above, shall only apply to the extent that the Agreement does not otherwise provide Customer with audit rights that meet the relevant requirements of Data Protection Laws (including, where applicable, article 28(3)(h) of the GDPR or the UK GDPR). 

7. DATA INCIDENT MANAGEMENT AND NOTIFICATION

Coro maintains security incident management policies and procedures and, to the extent required under applicable Data Protection Laws, shall notify Customer without undue delay after becoming aware of the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data Processed by Coro on behalf of the Customer (a “Data Incident”). Coro shall make reasonable efforts to identify and take those steps as Coro deems necessary and reasonable in order to remediate and/or mitigate the cause of such Data Incident to the extent the remediation and/or mitigation is within Coro’s reasonable control. The obligations herein shall not apply to incidents that are caused by Customer or anyone who uses the Services on Customer’s behalf. Customer will not make, disclose, release or publish any finding, admission of liability, communication, notice, press release or report concerning any Data Incident which directly or indirectly identifies Coro (including in any legal proceeding or in any notification to regulatory or supervisory authorities or affected individuals) without Coro’s prior written approval, unless, and solely to the extent that, Customer is compelled to do so pursuant to applicable Data Protection Laws. In the latter case, unless prohibited by such laws, Customer shall provide Coro with reasonable prior written notice to provide Coro with the opportunity to object to such disclosure and in any case, Customer will limit the disclosure to the minimum scope required.

8. RETURN AND DELETION OF PERSONAL DATA

Following termination of the Agreement and cessation of the Services, Coro shall, at the choice of Customer, via written notification to Coro, delete or return to Customer all the Personal Data it Processes solely on behalf of the Customer in the manner described in the Agreement, and Coro shall delete existing copies of such Personal Data unless Data Protection Laws require otherwise. To the extent authorized or required by applicable law, Coro may also retain one copy of the Personal Data solely for evidence purposes and/or for the establishment, exercise or defense of legal claims and/or for compliance with legal obligations. 

9. TRANS-BORDER DATA TRANSFERS
   1. Transfers from the EEA, the United Kingdom and Switzerland to countries that offer adequate level of data protection. Personal Data may be transferred from EU Member States, the three other EEA member countries (Norway, Liechtenstein and Iceland) (collectively, “EEA”), the United Kingdom (“UK”) and Switzerland to countries that offer an adequate level of data protection under or pursuant to the adequacy decisions published by the relevant data protection authorities of the EEA, the European Union, the Member States or the European Commission, the UK, and/or Switzerland (“Adequacy Decisions”), as applicable, without any further safeguard being necessary.
   2. Transfers from the EEA, the United Kingdom and Switzerland to other countries. If the Processing of Personal Data by Coro includes a transfer (either directly or via onward transfer) from the EEA (“EEA Transfer”), the UK (“UK Transfer”), and/or Switzerland (“Swiss Transfer”) to other countries which have not been subject to a relevant Adequacy Decision, and such transfers are not performed through an alternative recognized compliance mechanism as may be adopted by Coro for the lawful transfer of personal data (as defined in the GDPR, the UK GDPR, the FADP, as relevant) outside the EEA, the UK or Switzerland, as applicable, then (i) the terms set forth in Part 1 of Schedule 2 (EEA Trans-Border Transfers) shall apply to any such EEA Transfer; (ii) the terms set forth in part 2 of Schedule 2 (UK Trans-Border Transfers) shall apply to any such UK Transfer; (iii) the terms set forth in Part 3 of Schedule 2 (Swiss Trans-Border Transfers) shall apply to any such Swiss Transfer; and (iv) the terms set forth in Part 4 of Schedule 2 (Additional Safeguards) shall apply to any such transfers.

10. AUTHORIZED AFFILIATES
    1. Contractual Relationship. The Parties acknowledge and agree that, by agreeing to this DPA in the manner outlined above, the Customer enters into the DPA on behalf of itself and, as applicable, in the name and on behalf of its Authorized Affiliates, in which case each Authorized Affiliate agrees to be bound by the Customer’s obligations under this DPA, if and to the extent that Coro Processes Personal Data on the behalf of such Authorized Affiliates, thus qualifying them as the “Controller”. All access to and use of the Services by Authorized Affiliates must comply with the terms and conditions of the Agreement and this DPA and any violation of the terms and conditions therein by an Authorized Affiliate shall be deemed a violation by Customer.
    2. Communication. Customer shall remain responsible for coordinating all communication with Coro under the Agreement and this DPA and shall be entitled to make and receive any communication in relation to this DPA on behalf of its Authorized Affiliates.
11. OTHER PROVISIONS
    1. Data Protection Impact Assessment and Prior Consultation. Upon Customer’s reasonable request, Coro shall provide Customer, at Customer’s cost, with reasonable cooperation and assistance needed to fulfil Customer’s obligation under Data Protection Laws to carry out a data protection impact assessment or data protection assessment (as relevant) related to Customer’s use of the Services, to the extent Customer does not otherwise have access to the relevant information, and to the extent such information is available to Coro. Coro shall provide, at Customer’s cost, reasonable assistance to Customer in the cooperation or prior consultation with the Supervisory Authority in the performance of its tasks relating to this Section 11.1, to the extent required under the GDPR or the UK GDPR, as applicable.
    2. Modifications. Each Party may by at least forty-five (45) calendar days’ prior written notice to the other Party, request in writing any variations to this DPA if they are required as a result of any change in, or decision of a competent authority under, any Data Protection Laws, to allow Processing of Customer Personal Data to be made (or continue to be made) without breach of those Data Protection Laws. Pursuant to such notice: (a) The Parties shall make commercially reasonable efforts to accommodate such modification requested by Customer or that Coro believes is necessary; and (b) Customer shall not unreasonably withhold or delay agreement to any consequential variations to this DPA proposed by Coro to protect Coro against additional risks, or to indemnify and compensate Coro for any further steps and costs associated with the variations made herein at Customer’s request. The Parties shall promptly discuss the proposed variations and negotiate in good faith with a view to agreeing and implementing those or alternative variations designed to address the requirements identified in Customer’s or Coro’s notice as soon as is reasonably practicable. In the event that the Parties are unable to reach such an agreement within 30 days of such notice, then Customer or Coro may, by written notice to the other Party, with immediate effect, terminate the Agreement to the extent that it relates to the Services which are affected by the proposed variations (or lack thereof). Customer will have no further claims against Coro (including, without limitation, requesting refunds for the Services) pursuant to the termination of the Agreement and the DPA as described in this Section. 

SCHEDULE 1 – DETAILS OF THE PROCESSING

Nature and Purpose of Processing

1. Providing the Services to Customer;
2. Performing the Agreement, this DPA and/or other contracts executed by the Parties; 
3. Acting upon Customer’s instructions, where such instructions are consistent with the terms of the Agreement;
4. Disclosing Personal Data to third parties in accordance with Customer’s instructions and/or pursuant to Customer’s use of the Services (e.g., integrations between the Services and any services provided by third parties, as configured by or on behalf of Customer to facilitate the sharing of Personal Data between the Services and such third-party services);
5. Rendering Personal Data fully anonymous, non-identifiable and non-personal in accordance with applicable standards recognized by Data Protection Laws and guidance issued thereunder;
6. Complying with applicable laws and regulations;
7. All tasks related to any of the above.

Duration and Frequency of Processing

Subject to any section of the DPA and/or the Agreement dealing with the duration of the Processing and the consequences of the expiration or termination thereof, Coro will Process Personal Data pursuant to the DPA and Agreement on a continuous basis for the duration of the Agreement, unless otherwise agreed upon in writing. 

Type of Personal Data, including Sensitive Data 

Customer may submit, or otherwise make available, Personal Data, including Sensitive Data, to the Services, the extent of which is determined and controlled by Customer in its sole discretion.

Categories of Data Subjects

Customer may submit Personal Data to the Services which may include, but is not limited to, Personal Data relating to the following categories of Data Subjects:

• Employees, agents, advisors, freelancers of Customer (who are natural persons)
• Prospects, customers, business partners and vendors of Customer (who are natural persons)
• Employees or contact persons of Customer’s prospects, customers, business partners and vendors
• Any other third-party individual whose Personal Data Customer decides to have Processed through the Services.

SCHEDULE 2 – CROSS BORDER TRANSFERS

PART 1 – EEA-Trans Border Transfers

1. The parties agree that the terms of the EU SCCs are hereby incorporated by reference and shall apply to an EEA Transfer.
2. Module One (Controller to Controller) of the EU SCCs shall apply where the EEA Transfer is effectuated by both Customer and Coro as the data controller of the Personal Data.
3. Module Two (Controller to Processor) of the EU SCCs shall apply where the EEA Transfer is effectuated by Customer as the data controller of the Personal Data and Coro is the data processor of the Personal Data.
4. Module Three (Processor to Processor) of the EU SCCs shall apply where the EEA Transfer is effectuated by Customer as the data processor of the Personal Data and Coro is a Sub-processor of the Personal Data.
5. Clause 7 of the EU SCCs (Docking Clause) shall not apply.
6. Option 2: GENERAL WRITTEN AUTHORISATION in Clause 9 of the EU SCCs shall apply, and the method for appointing and time period for prior notice of Sub-processor changes shall be as set forth in Section ‎5 of the DPA.
7. In Clause 11 of the EU SCCs, the optional language will not apply.
8. In Clause 17 of the EU SCCs, Option 1 shall apply, and the Parties agree that the EU SCCs shall be governed by the laws of the Republic of Ireland.
9. In Clause 18(b) of the EU SCCs, disputes will be resolved before the courts of the Republic of Ireland.
10. Annex I.A of the EU SCCs shall be completed as follows:

Data Exporter: Customer.

Contact details: As detailed in the Agreement.

Data Exporter Role: 

Module One: The Data Exporter is a data controller.

Module Two: The Data Exporter is a data controller.

Module Three: The Data Exporter is a data processor.

Signature and Date: By entering into the Agreement and DPA, Data Exporter is deemed to have signed these EU SCCs incorporated herein, including their Annexes, as of the Effective Date of the Agreement.

Data Importer: Coro

Contact details: As detailed in the Agreement.

Data Importer Role:

Module One: The Data Importer is a data controller.

Module Two: The Data Importer is a data processor.

Module Three: The Data Importer is a sub-processor.

Signature and Date: By entering into the Agreement and DPA, Data Importer is deemed to have signed these EU SCCs, incorporated herein, including their Annexes, as of the Effective Date of the Agreement.

11. Annex I.B of the EU SCCs shall be completed as follows:

The categories of data subjects are described in Schedule 1 (Details of Processing) of this DPA.

The categories of personal data are described in Schedule 1 (Details of Processing) of this DPA.

The frequency of the transfer is a continuous basis for the duration of the Agreement.

The nature of the processing is described in Schedule 1 (Details of Processing) of this DPA.

The purpose of the processing is described in Schedule 1 (Details of Processing) of this DPA.

The period for which the personal data will be retained is for the duration of the Agreement, unless agreed otherwise in the Agreement and/or the DPA.

In relation to transfers to Sub-processors, the subject matter, nature, and duration of the processing is set forth at the link detailed in Section ‎5 of the DPA.

12. Annex I.C of the EU SCCs 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 ‎9 above.

13. The Security Documentation referred to in the DPA serves as Annex II of the EU SCCs.
14. To the extent there is any conflict between the EU SCCs and any other terms in this DPA or the Agreement, the provisions of the EU SCCs will prevail.

PART 2 – UK Trans-Border Transfers

The Parties agree that the UK Addendum is hereby incorporated by reference and shall apply to UK Transfers as set forth in this Part 2.

Table 1: Parties: As stipulated in Section 10 of Part 1 of this Schedule 2.

Table 2: Selected SCCs, Modules and Selected Clauses: As stipulated in Part 1 of this Schedule 2.

Table 3: Appendix Information: Annex 1A: As stipulated in Section 10 of Part 1 of this Schedule 2; Annex 1B: As stipulated in Section 11 of Part 1 of this Schedule 2; Annex II: As stipulated in Section 13 of Part 1 of this Schedule 2; Annex III: As set forth at the link detailed in Section 5.2 of this DPA.

Table 4: Ending this Addendum when the Approved Addendum Changes: Neither Party may end this UK Addendum in the manner set out in Section 19 of the Mandatory Clauses of the UK Addendum.

Mandatory Clauses: Mandatory Clauses of the Approved Addendum, being the template Addendum B.1.0 issued by the ICO and laid before Parliament in accordance with s119A of the Data Protection Act 2018 on 2 February 2022, as it is revised under Section ‎‎18 of those Mandatory Clauses.

PART 3 – Swiss Trans-Border Transfers

The Parties agree that the EU SCCs as detailed in Part 1 of this Schedule 2, shall be adjusted as set out below where the FADP applies to Swiss Transfers:

1. References to the Standard Contractual Clauses mean the EU SCCs as amended by this Part 3;
2. The Swiss Federal Data Protection and Information Commissioner shall be the sole Supervisory Authority for Swiss Transfers exclusively subject to the FADP;
3. The terms “General Data Protection Regulation” or “Regulation (EU) 2016/679” as utilized in the EU SCCs shall be interpreted to include the FADP with respect to Swiss Transfers;
4. References to Regulation (EU) 2018/1725 are removed;
5. Swiss Transfers subject to both the FADP and the GDPR, shall be dealt with by the Swiss Federal Data Protection and Information Commissioner insofar as the Swiss Transfer is governed by the FADP, and by the EU Supervisory Authority named in Part 1 of this Schedule 2, insofar as the Swiss Transfer is governed by the GDPR;
6. References to the “Union”, “EU” and “EU Member State” shall not be interpreted in such a way as to exclude Data Subjects in Switzerland from the possibility of exercising their rights in their place of habitual residence (Switzerland) in accordance with Clause 18(c) of the EU SCCs; 
7. Where Swiss Transfers are exclusively subject to the FADP, all references to the GDPR in the EU SCCs are to be understood to be references to the FADP;
8. Where Swiss Transfers are subject to both the FDPA and the GDPR, all references to the GDPR in the EU SCCs are to be understood to be references to the FDPA insofar as the Swiss Transfer is subject to the FADP.

PART 4 – Additional Safeguards 

1. In the event of an EEA Transfer, a UK Transfer or a Swiss Transfer, the Parties agree to supplement these with the following safeguards and representations, where appropriate: 

1. Coro shall have in place and maintain in accordance with good industry practice measures to protect the Personal Data from interception (including in transit from the Customer to Coro and between different systems and services). This includes having in place and maintaining network protection intended to deny attackers the ability to intercept data and encryption of Personal Data whilst in transit and at rest intended to deny attackers the ability to read data.
2. Coro will make commercially reasonable efforts to resist, subject to applicable laws, any request for bulk surveillance relating to the Personal Data protected under GDPR or the UK GDPR, including under section 702 of the United States Foreign Intelligence Surveillance Act (“FISA”); 
3. If Coro becomes aware that any government authority (including law enforcement) wishes to obtain access to or a copy of some or all of the Personal Data that Coro processes solely on behalf of Customer, whether on a voluntary or a mandatory basis, then unless legally prohibited or under a mandatory legal compulsion that requires otherwise:

1. Coro shall inform the relevant government authority that Coro is a processor of the Personal Data and that the Customer has not authorized Coro to disclose the Personal Data to the government authority, and inform the relevant government authority that any and all requests or demands for access to the Personal Data should therefore be notified to or served upon the Customer in writing;
2. Coro will use commercially reasonable legal mechanisms to challenge any such demand for access to Personal Data that is under Coro’s control. Notwithstanding the above, (a) the Customer acknowledges that such challenge may not always be reasonable or possible in light of the nature, scope, context and purposes of the intended government authority access, and (b) if, taking into account the nature, scope, context and purposes of the intended government authority access to Personal Data, Coro 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, this subsection (c)(II) shall not apply. In such event, Coro shall notify the Customer as soon as possible following the access by the government authority, and provide the Customer with relevant details of the same, unless and to the extent legally prohibited to do so.
3. Once in every 12-month period, Coro will inform the Customer, at the Customer’s written request, of the types of binding legal demands for Personal Data it has received and solely to the extent such demands have been received, including national security orders and directives, which shall encompass any process issued under section 702 of FISA.