Standard Contractual Clauses

January 13, 2020

These Standard Contractual Clauses (the “Clauses”) are accepted and agreed upon by Tightrope Media Systems, Inc., a Minnesota corporation (“Tightrope”), and customers (the “Customer”) who subscribe for Tightrope’s online web, desktop, and mobile applications (the “Services”). The Services are provided subject to Tightrope’s current Carousel Cloud Terms of Use (the “TOU”) or Master Service Agreement, as applicable, and the additional agreements and policies incorporated therein by reference unless Tightrope agrees otherwise in writing (collectively, the “Additional Agreements”). Customer is responsible for ensuring that all users who are authorized to access and use the Services under the Customer’s subscription comply with these Clauses, the TOU, and the Additional Agreements.

These Clauses shall be effective and binding upon the Customer on the date the Customer’s subscription for the Services begins, including any trial or free usage period.

These Clauses govern all exports by Customer of personal data from the European Union to Tightrope in the United States as importer.

For the purposes of Article 26(2) of Directive 95/46/EC for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection, Tightrope and Customer HAVE AGREED upon these Clauses in order to adduce adequate safeguards with respect to the protection of privacy and fundamental rights and freedoms of individuals for the transfer by Customer hereinafter also the “data exporter”) to Tightrope (hereinafter also the “data importer”) of the personal data specified in Annex A.

1. Definitions. For the purposes of the Clauses:

(a) personal data, special categories of data, process/processing, controller, processor, data subject and supervisory authority shall have the same meaning as in Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data (1);(b) the data exporter means the controller who transfers the personal data;

(c) the data importer means the processor who agrees to receive from the data exporter personal data intended for processing on its behalf after the transfer in accordance with its instructions and the terms of the Clauses and who is not subject to a third country's system ensuring adequate protection within the meaning of Article 25(1) of Directive 95/46/EC;

(d) the sub-processor means any processor engaged by the data importer or by any other sub-processor of the data importer who agrees to receive from the data importer or from any other sub-processor of the data importer personal data exclusively intended for processing activities to be carried out on behalf of the data exporter after the transfer in accordance with its instructions, the terms of the Clauses and the terms of the written subcontract;

(e) the applicable data protection law means the legislation protecting the fundamental rights and freedoms of individuals and, in particular, their right to privacy with respect to the processing of personal data applicable to a data controller in the Member State in which the data exporter is established;

(f) technical and organizational security measures mean those measures aimed at protecting personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing.

2. Details of the transfer. The details of the transfer and in particular the special categories of personal data where applicable are specified in Annex A which forms an integral part of the Clauses.

3. Third-party beneficiary clause. The data subject can enforce against the data exporter this clause 3, clause 4(b) to clause 4(i), clause 5(a) to clause 5(e) and clause 5(g) to clause 5(j), clause 6.1 and clause 6.2, clause 7, clause 8.2 and clause 9 to clause 12 as third-party beneficiary.

The data subject can enforce against the data importer this clause, clause 5(a) to clause 5(e) and clause 5(g), clause 6, clause 7, clause 8.2 and clause 9 to clause 12, in cases where the data exporter has factually disappeared or has ceased to exist in law unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law, as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity.

The data subject can enforce against the sub-processor this clause 3.1, clause 5(a) to clause 5(e) and clause 5(g), clause 6, clause 7, clause 8.2, and clause 9 to clause 12, in cases where both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity. Such third-party liability of the sub-processor shall be limited to its own processing operations under the Clauses.

The parties do not object to a data subject being represented by an association or other body if the data subject so expressly wishes and if permitted by national law.

4. Obligations of the data exporter. The data exporter agrees and warrants:

(a) that the processing, including the transfer itself, of the personal data has been and will continue to be carried out in accordance with the relevant provisions of the applicable data protection law (and, where applicable, has been notified to the relevant authorities of the Member State where the data exporter is established) and does not violate the relevant provisions of that State;

(b) that it has instructed and throughout the duration of the personal data-processing services will instruct the data importer to process the personal data transferred only on the data exporter's behalf and in accordance with the applicable data protection law and the Clauses;

(c) that the data importer will provide sufficient guarantees in respect of the technical and organizational security measures specified in Annex B to this contract;

(d) that after assessment of the requirements of the applicable data protection law, the security measures are appropriate to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing, and that these measures ensure a level of security appropriate to the risks presented by the processing and the nature of the data to be protected having regard to the state of the art and the cost of their implementation;

(e) that it will ensure compliance with the security measures;

(f) that, if the transfer involves special categories of data, the data subject has been informed or will be informed before, or as soon as possible after, the transfer that its data could be transmitted to a third country not providing adequate protection within the meaning of Directive 95/46/EC;

(g) to forward any notification received from the data importer or any sub-processor pursuant to clause 5(b) and clause 8.3 to the data protection supervisory authority if the data exporter decides to continue the transfer or to lift the suspension;

(h) to make available to the data subjects upon request a copy of the Clauses, with the exception of Annex B and a summary description of the security measures, as well as a copy of any contract for sub-processing services which has to be made in accordance with the Clauses, unless the Clauses or the contract contain commercial information, in which case it may remove such commercial information;

(i) that, in the event of sub-processing, the processing activity is carried out in accordance with clause 11 by a sub-processor providing at least the same level of protection for the personal data and the rights of data subjects as the data importer under the Clauses; and

(j) that it will ensure compliance with clause 4(a) to clause 4(i).

5. Obligations of the data importer. The data importer agrees and warrants:

(a) to process the personal data only on behalf of the data exporter and in compliance with its instructions and the Clauses; if it cannot provide such compliance for whatever reasons, it agrees to inform promptly the data exporter of its inability to comply, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;

(b) that it has no reason to believe that the legislation applicable to it prevents it from fulfilling the instructions received from the data exporter and its obligations under the contract and that in the event of a change in this legislation which is likely to have a substantial adverse effect on the warranties and obligations provided by the Clauses, it will promptly notify the change to the data exporter as soon as it is aware, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;

(c) that it has implemented the technical and organizational security measures specified in Annex B before processing the personal data transferred;

(d) that it will promptly notify the data exporter about:

(i) any legally binding request for disclosure of the personal data by a law enforcement authority unless otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation;

(ii) any accidental or unauthorized access; and

(iii) any request received directly from the data subjects without responding to that request, unless it has been otherwise authorized to do so;

(e) to deal promptly and properly with all inquiries from the data exporter relating to its processing of the personal data subject to the transfer and to abide by the advice of the supervisory authority with regard to the processing of the data transferred;

(f) at the request of the data exporter upon a minimum of 15 days’ prior notice, to submit its data processing facilities for audit of the processing activities covered by the Clauses which shall be carried out by the data exporter or an inspection body composed of independent members and in possession of the required professional qualifications bound by a duty of confidentiality, selected by the data exporter, where applicable, in agreement with the supervisory authority, provided that no more than one audit may be performed during a calendar year unless, and that the data reporter may restrict access to its facilities by persons it deems to be business competitors;

(g) to make available to the data subject upon request a copy of the Clauses, or any existing contract for sub-processing, unless the Clauses or contract contain commercial information, in which case it may remove such commercial information, with the exception of Annex B which shall be replaced by a summary description of the security measures in those cases where the data subject is unable to obtain a copy from the data exporter;

(h) that, in the event of sub-processing, it has previously informed the data exporter of the subprocessing and the data exporter has either provided consent or has failed to object within 10 of data importer’s notice;

(i) that the processing services by the sub-processor will be carried out in accordance with clause 11; and

(j) to send promptly a copy of any sub-processor agreement it concludes under the Clauses to the data exporter within a reasonable period receipt of data exporter’s request.

6. Liability

6.1 The parties agree that any data subject, who has suffered damage as a result of any breach of the obligations referred to in clause 3 or in clause 11 by any party or sub-processor is entitled to receive compensation from the data exporter for the damage suffered.

6.2 If a data subject is not able to bring a claim for compensation in accordance with paragraph 1 against the data exporter, arising out of a breach by the data importer or its sub-processor of any of their obligations referred to in clause 3 or in clause 11 because the data exporter has factually disappeared or ceased to exist in law or has become insolvent, the data importer agrees that the data subject may issue a claim against the data importer as if it were the data exporter, unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law, in which case the data subject can enforce its rights against such entity.

The data importer may not rely on a breach by a sub-processor of its obligations in order to avoid its own liabilities.

6.3 If a data subject is not able to bring a claim against the data exporter or the data importer referred to in paragraphs 1 and 2, arising out of a breach by the sub-processor of any of their obligations referred to in clause 3 or in clause 11 because both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, the sub-processor agrees that the data subject may issue a claim against the data sub-processor with regard to its own processing operations under the Clauses as if it were the data exporter or the data importer, unless any successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law, in which case the data subject can enforce its rights against such entity. The liability of the sub-processor shall be limited to its own processing operations under the Clauses.

7. Mediation and jurisdiction

7.1 The data importer agrees that if the data subject invokes third-party beneficiary rights against it and/or claims compensation for damages under the Clauses, the data importer will accept the decision of the data subject:

(a) to refer the dispute to mediation, by an independent person or, where applicable, by the supervisory authority;

(b) to refer the dispute to the courts in the Member State in which the data exporter is established.

7.2 The parties agree that the choice made by the data subject will not prejudice its substantive or procedural rights to seek remedies in accordance with other provisions of national or international law.

8. Cooperation with supervisory authorities

8.1 The data exporter agrees to deposit a copy of this contract with the supervisory authority if it so requests or if such deposit is required under the applicable data protection law.

8.2 The parties agree that the supervisory authority has the right to conduct an audit of the data importer, and of any sub-processor, which has the same scope and is subject to the same conditions as would apply to an audit of the data exporter under the applicable data protection law.

8.3 The data importer shall promptly inform the data exporter about the existence of legislation applicable to it or any sub-processor preventing the conduct of an audit of the data importer, or any sub-processor, pursuant to paragraph 2. In such a case the data exporter shall be entitled to take the measures foreseen in clause 5(b).

9. Governing Law. The Clauses shall be governed by the law of the Member State in which the data exporter is established, as such information was initially provided to the data importer during the initial registration for the Services and as it has since been updated upon written notice to the data importer, if applicable.

10. Variation of the contract. The parties undertake not to vary or modify the Clauses. This does not preclude the parties from adding clauses on business related issues where required as long as they do not contradict the Clauses.

11. Sub-processing

11.1 The data importer shall not subcontract any of its processing operations performed on behalf of the data exporter under the Clauses without the prior written consent of the data exporter. Where the data importer subcontracts its obligations under the Clauses, with the consent of the data exporter, it shall do so only by way of a written agreement with the sub-processor which imposes the same obligations on the sub-processor as are imposed on the data importer under the Clauses. Where the sub-processor fails to fulfil its data protection obligations under such written agreement the data importer shall remain fully liable to the data exporter for the performance of the sub-processor's obligations under such agreement.

11.2 The prior written contract between the data importer and the sub-processor shall also provide for a third-party beneficiary clause as laid down in clause 3 for cases where the data subject is not able to bring the claim for compensation referred to in paragraph 1 of clause 6 against the data exporter or the data importer because they have factually disappeared or have ceased to exist in law or have become insolvent and no successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law. Such third-party liability of the sub-processor shall be limited to its own processing operations under the Clauses.

11.3 The provisions relating to data protection aspects for sub-processing of the contract referred to in paragraph 1 shall be governed by the law of the Member State in which the data exporter is established, as such information was initial provided to the data importer during the initial registration for the Services and as it has since been updated upon written notice to the data importer, if applicable.

11.4 The data exporter shall keep a list of sub-processing agreements concluded under the Clauses and notified by the data importer pursuant to clause 5(j), which shall be updated at least once a year. The list shall be available to the data exporter's data protection supervisory authority.

12. Obligation after the termination of personal data processing services

12.1 The parties agree that on the termination of the provision of data-processing services, the data importer and the sub-processor shall, at the choice of the data exporter, return all the personal data transferred and the copies thereof to the data exporter or shall destroy all the personal data and certify to the data exporter that it has done so, unless legislation imposed upon the data importer prevents it from returning or destroying all or part of the personal data transferred. In that case, the data importer warrants that it will guarantee the confidentiality of the personal data transferred and will not actively process the personal data transferred anymore.

12.2 The data importer and the sub-processor warrant that upon request of the data exporter and/or of the supervisory authority, it will submit its data-processing facilities for an audit of the measures referred to in paragraph 1.

Customer hereby confirms that upon subscribing for the Services and accepting the TOU and these Clauses, Customer agrees to be legally bound by all the terms of and conditions of these Clauses. Customer represents and warrants that Customer has its true and correct identity and other registration information required by Tightrope.

Upon acceptance of Customer’s subscription for the Services, Tightrope hereby agrees to be legally bound by all of the terms and conditions of these Clauses.‍

Annex A to the Standard Contractual Clauses‍

This Annex forms part of the Clauses. The Member States may complete or specify, according to their national procedures, any additional necessary information to be contained in this Annex A. Capitalized terms that are not defined in this Annex have the meanings given them in the Clauses.

This Annex forms part of the Clauses. The Member States may complete or specify, according to their national procedures, any additional necessary information to be contained in this Annex A.

Data Exporter:

The data exporter: uses the Services to manage and display information on multiple information displays.

Data Importer:

The data importer: provides its customers and users with the Services.

Data subjects:

The personal data transferred concern the following categories of data subjects (please specify):

1) Customers and users of the data importer’s online software products.

2) Third parties whose personal data is collected or obtained by Customers and users of the Services.

The personal data transferred concerns the following categories of data (please specify):

1) Personal contact information such as names, addresses, email address, social media contact information, business or personal website addresses; and

2) Such other information as data exporter may determine.

Special categories of data (if appropriate): Any special categories of data as determined by Customer and users in their discretion.

Processing operations:

The personal data transferred will be subject to the following basic processing activities (please specify): collection, recording, organization, use, displaying, and making available.

The terms of this Annex may only be changed or amended via a separate written agreement signed by an authorized representative of both data exporter and data importer.

By subscribing for the Services, Customer (data exporter) agrees to be legally bound by all the terms of and conditions of this Annex A.

By accepting Customer’s subscription for the Services, Tightrope agrees to be legally bound by all of the terms and conditions of this Annex A.‍

Annex B to the Standard Contractual Clauses‍

This Annex B forms part of the Clauses.

This Annex provides a description of the technical and organizational security measures implemented by the data importer in accordance with Clause 4(d) and Clause 5(c) of the attached Clauses.

The technical and organizational security measures are specified in the following Data Protection and Security Terms.‍

Data Protection and Security Terms‍

1. General Requirements

Tightrope acknowledges and agrees that, as between Customer and Tightrope, Customer is and will remain at all times the exclusive owner and controller of all personal data collected and processed by Customer and users of the Services (the “Customer Data”). Tightrope will not claim ownership of Customer Data and will only carry out the written instructions of Customer with respect to Tightrope’s handling of such Customer Data.

Tightrope will not handle Customer Data for any purpose other than as necessary to perform the Services in accordance with the Agreement. Tightrope will handle Customer Data only on behalf of Customer and not for the benefit of Tightrope, any Tightrope Resource or any Third Party, and only in accordance with Customer’s express written requirements and instructions. Tightrope will not permit any other person or entity to Handle Customer Data other than those Tightrope Resources authorized by Contractor.

Tightrope will employ access controls to restrict access to Customer Data to only those Contractor employees and resources that have a legitimate business need to access such data, and as necessary to provide the Services under the Agreement or any Order Document. Tightrope will periodically review its access controls to confirm that access to Customer Data is so limited.

2. Tightrope Representations

Tightrope agrees that any Tightrope Resource who accesses Customer's computer network:

2.1 Does so only for the purpose of providing Services to Customer and not for any other purpose;

2.2 Will not access the Customer computer network or handle Customer Data unless the Tightrope Resource has a legitimate business need to access the network to provide the Services under the Agreement;

2.3 Will not knowingly introduce any viruses, worms, time bombs, time locks, drop dead devices, traps, access codes, trap door devices, or any other code that is designed to disrupt, disable, erase, alter, harm, or otherwise impair Customer, Customer Data, or Customer’s computer network;

2.4 Will maintain the confidentiality of access credentials to the Customer computer network and any Customer Data; and

2.5 Will immediately notify Customer of any potential loss, disclosure, or unauthorized access of or to Tightrope’s or Tightrope Resource’s access credentials to the Customer computer network or any Customer Data.

2.6 If any Tightrope Resource fails to comply with this Exhibit in accordance with the foregoing, Customer reserves the right to require Tightrope to immediately:

(a) cease and desist using such Tightrope Resource for any of the Services;

(b) eliminate such Tightrope Resource’s access to Customer Data; and

(c) require such Tightrope Resource to promptly return or Securely Dispose of all Customer Data in such Tightrope Resource’s possession or control.

2.7 Tightrope will not, directly or indirectly, disclose Customer Data to a Third Party without express written permission from Customer, unless and to the extent required by law enforcement, government bodies, or applicable law (except to the extent prohibited by law, Tightrope shall promptly provide Customer with advance notice and the opportunity to protect or limit the disclosure of Customer Data to law enforcement, government bodies, or as required by applicable law through a protective order or similar mechanism).

2.8 Tightrope shall fully cooperate with Customer to promptly and effectively:

(a) provide access to, change, update, block, retain, delete, use, return, Securely Dispose of, mask, disclose, transfer, and/or encrypt any Customer Data handled by Tightrope Resources, in any manner reasonably requested by Customer; and

(b) handle enquiries, complaints and claims relating to the handling of Customer Data from any government official or authority (including but not limited to any data protection or law enforcement agency), third parties or individuals, including without limitation requests for access, deletion, retention, rectification and blocking of personal data.

2.9 Tightrope will implement reasonable and appropriate safeguards and will ensure that all such safeguards, including how Customer Data is handled, comply with the terms and conditions of the Agreement and this Exhibit and with all applicable Privacy Rules.

3. Data Subject Request

If an individual should apply directly to Tightrope to request access, deletion, retention, rectification, blocking, and/or any other handling of his or her personal data, Tightrope shall immediately notify Customer of this request.

4. Information Security Program

Tightrope will implement, maintain and periodically update as necessary a comprehensive written information security program, and will handle Customer Data in accordance with such program. Tightrope’s written information security program contains reasonable administrative, technical, and physical safeguards to ensure the ongoing integrity, confidentiality, and availability of Customer Data, as appropriate to the nature and scope of Tightrope’s activities and Services.

5. Encryption. Tightrope will ensure that all Customer Data is protected by encryption while at rest and during transmission. Further, all Customer Data stored at rest or in use on databases, servers, back-up media, or other forms of devices will be protected against all reasonably anticipated forms of compromise, whether by use of encryption, logical access controls, or other safeguards.

6. Training

Tightrope will ensure that:

(a) all Tightrope Resources successfully complete adequate and appropriate privacy and information security training prior to Handling Customer Data and any personal data of data subjects.

(b) Tightrope will only transmit user data credentials (such as username and password) in cipher text using the most protective HTTPS protocol.

7. Backups and Disaster Recovery

Tightrope will maintain secure back-ups and disaster recovery systems for all Customer Data and ensure the timely availability of such data.

8. Data Destruction or Return. During the term of the Agreement, Tightrope shall provide all Customer Data as requested by Customer upon reasonable notice.

8.1 Upon the termination or expiration of the Agreement, Tightrope will return or securely dispose of (or ensure that such secure disposal occurs) all Customer Data in its possession or control in a manner consistent with Applicable Privacy Rules unless the return or destruction of Customer data is contrary to the legal or regulatory retention obligations applicable to Tightrope.

8.2 At Customer’s request, Tightrope will suspend the deletion, destruction, or modification of Customer data, or take other reasonable actions such as copying or imaging appropriate storage devices and maintaining activity logs to preserve such data for forensic investigation or related legal purposes.

9. Security Breach and Security Event

Both Tightrope and Customer will designate individuals to be contacted in the event that a data breach or security incident occurs or is suspected to have occurred. In the event of a Security Breach or Security Event, Tightrope will:

(a) appoint a Tightrope Resource as the primary contact to assist Customer in resolving issues associated with a Security Event or Security Breach; and

(b) send Customer the Tightrope Resource’s name and contact information.

9.1 Notification of Security Breach or Security Event. As soon as possible and no later than seventy-two (72) hours after Tightrope has knowledge that there is an actual security Event or Security Breach, Tightrope will notify Customer of the Security Event or Potential Security Breach. This notice will be provided to Customer’s designated contact person.

9.2 Investigation & Coordination.

Tightrope will take all steps to investigate any actual Security Event or Security Breach and provide updates and a final report to Customer regarding such investigation. Tightrope will, if the data breached is reasonably believed to be Customer data, cooperate with Customer in the handling of the matter.

The terms of this Annex may only be changed or amended via a separate written agreement signed by an authorized representative of both data exporter and data importer.

By subscribing for the Services, Customer (data exporter) agrees to be legally bound by all the terms of and conditions of this Annex B.

By accepting Customer’s subscription for the Services, Tightrope agrees to be legally bound by all of the terms and conditions of this Annex B.

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Revised 13 Jan 2020 (v2)