MERCHANT PRIVACY TERMS
Effective Date: September 22, 2024
These Connexity Merchant Privacy Terms (“Merchant Privacy Terms”) apply to Connexity’s digital advertising services, such as when Connexity, Inc. (“Connexity”) or a member of the Connexity Companies (defined below) distributes Merchant Content throughout the Connexity Network, pursuant to an agreement between Connexity and a Merchant (“Agreement”), and these Merchant Privacy Terms shall be deemed incorporated into, and form an integral part of, any such Agreement. Connexity is entering into these Merchant Privacy Terms on its own behalf and for and on behalf of its affiliate, Taboola.com, Ltd. (“Taboola”). Connexity and Taboola are collectively the “Connexity Companies”. These Merchant Privacy Terms identify the Connexity Companies’ and Merchant’s roles and responsibilities with respect to Personal Data.
1. Order of Precedence. In the event of a conflict between the Merchant Privacy Terms and the Agreement, the Merchant Privacy Terms will govern to the extent of that conflict unless the conflicting provision in the Agreement expressly references the conflicting provision of these Merchant Privacy Terms and specifies that it prevails over that conflicting provision.
2. Definitions. Terms defined in this section shall have the meaning set out below, and cognate terms shall be construed accordingly. Capitalized terms used but not defined in the Merchant Privacy Terms shall have the meanings defined in the Agreement. Reference to a “party” in these Merchant Privacy Terms shall be read as a reference to the Merchant or to the Connexity Companies, as the context requires, and the term “parties” shall be construed accordingly.
a. “Applicable Data Protection Laws” means any and all federal, national, state, or other privacy and data protection laws that apply to the Processing which is the subject of the Agreement and these Merchant Privacy Terms, as may be amended or superseded from time to time.
b. “California Privacy Law” means California Consumer Privacy Act of 2018, Cal. Civil Code § 1798.100 et seq. (“CCPA”), as amended (including by the California Privacy Rights Act), and any subordinate legislation and implementing regulations.
c. “Collected Data” means the Personal Data set out in Annex A, Part B that each party collects from Data Subjects on or through their servers or networks (including all passively collected or machine-readable data, such as data based on browser type and device identifiers) or receives from the other party in connection with the provision or receipt of the Service.
d. “Controller” means: (i) an entity that determines the purposes and means of the Processing of Personal Data, and (ii) any person that falls within the scope of the term “controller” (or any substantially analogous term) as defined under Applicable Data Protection Laws.
e. “Data Subject” means: (i) an identified or identifiable natural person (and, for these purposes, an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person), and (ii) any person that falls within the scope of the term “data subject”, “consumer” (or any substantially analogous term) as defined under Applicable Data Protection Laws.
f. “EU Data Protection Law” means: (i) the EU General Data Protection Regulation (Regulation 2016/679) (“EU GDPR”); (ii) the EU e-Privacy Directive (Directive 2002/58/EC); and (iii) any national data protection laws made under or pursuant to (i) or (ii), each as may be amended or superseded from time to time.
g. “Permitted Purposes” has the meaning given in section 3.
h. “Personal Data” means any information relating to a Data Subject (including, where required by Applicable Data Protection Laws, unique browser or device identifiers).
i. “Process” means any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, receipt, recording, organisation, structuring, use, transmission, access, sharing, disclosure, transfer, storage, adaptation or alteration, retrieval, consultation, dissemination or otherwise making available, alignment or combination, aggregation, inferring, derivation, analysis, restriction, erasure, destruction or disposal or other handling of Personal Data, inclusive of how such term is defined under Applicable Data Protection Laws.
j. “Processor” means: (i) an entity that Processes Personal Data on behalf of a Controller, and (ii) any person that falls within the scope of the term “processor” (or any substantially analogous term) as defined under Applicable Data Protection Laws.
k. “Restricted Transfer” means: (i) where the EU GDPR applies, a transfer of Personal Data from the EEA to a country outside of the EEA which is not subject to an adequacy determination by the European Commission (an “EU Restricted Transfer”); and (ii) where the UK GDPR applies, a transfer of Personal Data from the United Kingdom to any other country which is not subject to or based on adequacy regulations pursuant to Section 17A of the United Kingdom Data Protection Act 2018 (a “UK Restricted Transfer”).
l. “Sale” and “Sell” mean exchanging Personal Data for monetary or other valuable consideration, and are inclusive of how such terms are defined under Applicable Data Protection Laws.
m. “Service” means services provided by the Connexity Companies under the Agreement with Merchant.
n. “Security Incident” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data.
o. “Standard Contractual Clauses” means: (i) where the EU GDPR applies, the contractual clauses annexed to the European Commission’s Implementing Decision 2021/914 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 (“EU SCCs”); and (ii) where the UK GDPR applies, the “International Data Transfer Addendum to the EU Commission Standard Contractual Clauses” issued by the Information Commissioner under s.119A(1) of the DPA 2018 (“UK Addendum”).
p. “Third Party” means a business that acts as a Controller with respect to Personal Data, and that is not the business that the Data Subject whose Personal Data is Processed has intentionally interacted with; the term is inclusive of how such term is defined under Applicable Data Protection Laws.
q. “UK Data Protection Law” means: (i) the UK Data Protection Act 2018, (ii) the UK GDPR (as defined in s.3(10) of the UK Data Protection Act 2018) (“UK GDPR”), (iii) the UK Privacy and Electronic Communications (EC Directive) Regulations 2003), and (iv) any other UK laws made under or pursuant to (i), (ii) or (iii), each as may be amended or superseded from time to time.
3. Purpose Limitation. Each party shall Process Collected Data that it collects or receives from the other party for the purposes set out in Annex A, Part B (the “Permitted Purposes”).
4. Relationship of the Parties. Each party shall Process Collected Data it collects or receives from the other party as a Controller.
a. If Applicable Data Protection Laws in the United States apply to Collected Data, including without limitation California Privacy Law then, to the extent that Connexity Companies receive Collected Data via the Connexity Companies’ Pixel(s) implemented on the Merchant website(s) in connection with the Service, the Connexity Companies shall receive the Collected Data as a Third Party. The Connexity Companies shall Process such Personal Data for the Permitted Purposes. The Connexity Companies will provide the same level of privacy protection to the Collected Data as is required of Controllers or Businesses by Applicable Data Protection Laws in the United States, including if applicable, California Privacy Law. The Connexity Companies will inform Merchant in the time period required by Applicable Data Protection Laws in the United States if the Connexity Companies determine they are no longer able to meet their obligations under those Applicable Data Protection Laws. Upon providing notice to Connexity, Merchant has the right to take reasonable and appropriate steps to stop and remediate unauthorized use of Collected Data that it makes available to the Connexity Companies.
5. Applicable Data Protection Laws. The parties acknowledge that Applicable Data Protection Laws may apply to each party’s Processing of Collected Data, and subject to section 7, each party shall be individually responsible for its own compliance with Applicable Data Protection Laws, including any requirements to: (i) provide transparency to Data Subjects, (ii) have consent or another lawful basis for Processing, and (iii) making available a contact point through which Data Subjects may exercise their data protection rights.
6. International Transfers. In the event that any party makes a Restricted Transfer of Collected Data to the other party, the provisions of Annex C shall apply.
7. Transparency for Users on Merchant’s Landing Page. The Connexity Companies use Connexity Companies’ Pixel(s) to provide the Service. Notwithstanding section 5, to the extent that the Connexity Companies collect Collected Data from Merchant website(s) using Connexity Companies’ Pixel(s), Merchant shall: (i) provide all required transparency notices to Data Subjects about the Connexity Companies’ use of the Connexity Companies’ Pixel(s) to collect Collected Data from Merchant website(s) for the Permitted Purposes, and (ii) obtain (and, on request at any time by Connexity, provide appropriate evidence of) Data Subject consent to such use of Connexity Companies’ Pixel(s) for the Permitted Purposes, in each case in accordance with the requirements of Applicable Data Protection Laws. Merchant’s obligations in this regard include identifying the Connexity Companies and its use of the Connexity Companies’ Pixel(s) for the Permitted Purposes expressly within the transparency notices and the consent prompts Merchant provides to Data Subjects, as well as any other information required by Applicable Data Protection Laws, so that the Connexity Companies can provide its Service lawfully through such digital properties and Process Collected Data for the Permitted Purposes. Upon written request, Connexity shall provide Merchant with such information as is necessary about the Connexity Companies’ Pixel(s) and the Connexity Companies’ Processing of Collected Data through the Merchant’s website(s) for Merchant to use in notice and consent mechanisms that it will ensure comply with Applicable Data Protection Laws. Merchant shall not fire any of the Connexity Companies’ Pixel(s) unless and until any necessary transparency has been provided and any necessary consents required under Applicable Data Protection Laws have been obtained. Merchant shall further provide Data Subjects with information about how they may exercise their data protection rights under Applicable Data Protection Laws, and provide a contact point for Data Subjects to contact in order to exercise their rights. Merchant shall promptly notify Connexity if and to the extent that it receives any data protection rights request concerning the Connexity Companies’ Processing of Collected Data as a Controller in order that Connexity may fulfil the request in accordance with its obligations under Applicable Data Protection Laws.
8. Attribution Partners. If the Connexity Companies, at Merchant’s request, pass all or any Collected Data to Merchant’s attribution partner or to Merchant for attribution purposes, Merchant represents and warrants that: (i) its attribution partner is a Processor on Merchant’s behalf; (ii) unless otherwise collected independently, Merchant and attribution partner will use such Collected Data solely for attribution purposes; and (iii) attribution partner and Merchant will delete all passed Collected Data within thirty (30) days of last identifying the user of a Merchant website(s) as coming from the Connexity Companies.
9. Security. Each party shall implement appropriate technical and organizational security measures to protect the Collected Data that it Processes from and against a Security Incident. These measures shall include the measures set out in Annex B.
10. Security Incidents. If any Party suffers a Security Incident in respect of Collected Data that it Processes and which is the subject of the Agreement and these Merchant Privacy Terms, that Party shall: (i) be responsible for fulfilling (at its own cost) any reporting obligations that apply to it under Applicable Data Protection Laws to data protection authorities and/or affected Data Subjects, (ii) notify the other Party without undue delay, providing such information about the Security Incident as may reasonably be requested by the other Party or as is otherwise required for the other Party to determine whether it may also have reporting obligations under Applicable Data Protection Laws in respect of the Security Incident, and (iii) take all such actions and measures, without undue delay, as are appropriate to remediate and/or mitigate the effects of the Security Incident.
11. DPIAs. Where and to the extent required by the Applicable Data Protection Laws to which each party is subject, each party shall carry out any data protection impact assessment in respect of its Processing of Collected Data for the Permitted Purposes and/or consult with applicable data protection authorities, where necessary. Each party shall provide all reasonable cooperation and information reasonably requested by the other party, where this is necessary to enable the other party to complete a data protection impact assessment and/or consult with applicable data protection authorities in accordance with that other party’s obligations under this section 11.
Annex A
Description of the Processing
A. LIST OF PARTIES
Each party shall be:
● a data controller (and data exporter) of Collected Data it discloses, or makes available, to the other party, and
● a data controller (and data importer) of Collected Data it receives from, or to which access is made available by, the other party.
The details of each party are provided below.
| Name: | See Merchant’s details set out in the Agreement. |
| Address: | See Merchant’s details set out in the Agreement. |
| Contact person’s name, position and contact details: | See Merchant’s details set out in the Agreement or otherwise agreed between the parties in writing. |
| Activities relevant to the data transferred under these Clauses: | The receipt of the Service, as set out in the Agreement. |
| Signature and date: | This Annex A shall be deemed executed upon Merchant’s acceptance of these Merchant Privacy Terms. |
| Role (controller/processor): | Controller (where it is a data exporter) and Controller (where it is a data importer) |
| Name: | For the Connexity Companies: See Connexity’s details set out in the introduction to the Agreement. Taboola: Taboola.com, Ltd. |
| Address: | For the Connexity Companies: See Connexity’s details set out in the introduction to the Agreement. Taboola: 2 Jabotinsky Street, 32nd Floor Ramat Gan, Israel 5250501 |
| Contact person’s name, position and contact details: | Connexity’s privacy team, dataprotection@connexity.com. |
| Activities relevant to the data transferred under these Clauses: | The provision of the Service, as set out in the Agreement. |
| Signature and date: | This Annex A shall be deemed executed upon Connexity’s acceptance of these Merchant Privacy Terms. |
| Role (controller/processor): | Controller (where it is a data exporter) and Controller (where it is a data importer) |
B. DESCRIPTION OF THE PROCESSING AND TRANSFER
| Categories of data subjects whose personal data is processed and/or transferred | Users |
| Categories of personal data processed and/or transferred | Device Data: Operating system, browser type, browser version, IP address (truncated within 30 days) of collection, zip code (derived from IP address), hashed Taboola User ID, hashed emails, initial and subsequent page visits on the Advertiser’s website, user gender (inferred by interests), engagement signals (time on site, scroll depth, session depth), conversion data, click ID. Data about digital property visited by user: The URL of the visited page, the referring website, and other information Merchant shares about how users interact with its Merchant website(s), such as page views, product views, add to cart events, purchase events, and other types of events. |
| Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialised training), keeping a record of access to the data, restrictions for onward transfers or additional security measures | Not applicable. |
| The frequency of the processing and/or transfers (e.g. whether the data is processed and/or transferred on a one-off or continuous basis) | Continuous for the duration of the Agreement |
| Nature of the processing | Processing of Personal Data necessary for the provision of the Service, as set out in the Agreement. |
| Purpose(s) of the data processing / transfer and further processing | The provision of the Service, as set out in the Agreement, and including the following purposes (subject to appropriate data subject permissions, where required under Applicable Data Protection Laws): ● To store and/or access information on a device; ● To select basic advertisements; ● To create a personalised ads profile; ● To select personalised advertisements; ● To create a personalised content profile; ● To select personalised content; ● To measure advertisement performance; ● To measure content performance; ● To develop and improve products; ● To ensure security, prevent fraud, and debug; ● To technically deliver ads or content; ● To match and combine offline data sources; ● To link different devices; ● To receive and use automatically-sent device characteristics for identification; and ● To use limited data to select content. |
| The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period | The parties shall retain Personal Data for as long as is necessary to provide the Service. |
| For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing | Not applicable. |
C. COMPETENT SUPERVISORY AUTHORITY
| Competent supervisory authority where the EU DGPR applies | The competent supervisory authority for each party is as described below: ● Connexity Companies: The competent supervisory authority shall be determined in accordance with Clause 13 of the EU SCCs. ● Merchant: The competent supervisory authority shall be determined in accordance with Clause 13 of the EU SCCs. |
| Competent supervisory authority where the UK GDPR applies | The Information Commissioner’s Office |
Annex B
Security Measures
Description of the technical and organizational measures implemented by each party (including any relevant certifications) to ensure an appropriate level of security, taking into account the nature, scope, context and purpose of the processing, and the risks for the rights and freedoms of natural persons.
| Measures of pseudonymisation and encryption of personal data | The Connexity Companies collect only pseudonymized data, which means we do not know who you are because we do not know or process the user’s name, email address, or other identifiable data. User Information that we collect includes, but is not limited to, Information about a User’s device and operating system, IP address, the web pages accessed by Users within our Customers’ websites, the link that led a User to a Customer’s website, the dates and times a User accesses a Customers’ website and other web browsing data. Connexity undertakes the following: User Agent and IP Address are both stored encrypted, and for visitors from regions where regulations require anonymization (e.g. where GDPR is applicable), the User Agent and IP Address are both truncated prior to encryption. Further, Taboola undertakes the following: the CookieID is anonymized using Bcrypt and IP address is truncated. |
| Measures for ensuring ongoing confidentiality, integrity, availability and resilience of processing systems and services | Connexity uses multiple levels of electronic security (ex: endpoint security, server-side security, detections tracking, periodic penetration tests, and deep intelligence gathering to review post-mortem events). |
| Measures for ensuring the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident | Connexity implements the following: ● Availability of Personal Data is ensured by Connexity’s utilization of database replication architectures for redundancy and automatic data backups to multiple regions. ● Systems that track user events are also redundant in multiple regions that support failover so that even a complete outage in one region will not render services unavailable. Taboola maintains 9 data centers operating around the world. Every data center is used as a replication of one another so if one falls down the data can be extracted from other data center. |
| Processes for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures in order to ensure the security of the processing | To monitor appropriate data protection and enforce confidentiality obligations and procedures Connexity has implemented the following protocols: ● Training and sensitization of employees with respect to data protection, information security, confidentiality obligations, and compliance. ● Regular auditing of data processing procedures. ● Integrated notification and processing protocols are in place for data protection violations and the protection of the rights of those affected. Taboola maintains strict processes for testing the effectives of its controls (both technical and organizational). We have system logging and monitoring in place, monthly (at least) DR testing, quarterly penetration tests, Firewalls protecting the web and honeypots spread across the network to find any malicious activity. Moreover, we have bounty program in place which helps us to constantly monitor our network. |
| Measures for user identification and authorisation | Every user in the Connexity Companies is associated with a dedicated username and password. Every access to the Connexity Companies’ internal network is done with 2FA. Users are created only by the IT department, during the onboarding process and only after receiving all details and signed contract from the HR department. |
| Measures for the protection of data during transmission | Connexity implements the following: ● Any data transmission of personal data is conducted through secure transmission protocols (HTTPS and TLS v1.2 at the minimum). Furthermore, systems which might contain personal data are secured and data is kept hashed and anonymized. ● The transfer of Personal Data to a third party (e.g. customers, sub-contractors, service provider) is only made if a corresponding contract exists, and only for a specific purpose. Connexity provides that an adequate level of data protection exists at the target location or organization in accordance with the EU’s data protection requirements. Taboola supports any data transmission through secure transmission protocols (HTTPS and TLS v1.2 at the minimum). Identifiable data might be CookieID or IP address collected from the user. IP address is truncated and the CookieID is hashed using Bcrypt. |
| Measures for the protection of data during storage | Access rights to Connexity’s network and system are issued via a regulated review and authorization process and granted according to a “need to know basis” protocol. Taboola ensures that data that is stored within our databases is anonymized and hashed using Bcrypt. Access to the DB is minimized and based according to the ‘business need to know’ principle. |
| Measures for ensuring physical security of locations at which personal data are processed | Connexity implements the following: ● Physical security controls in Connexity’s offices, where the processing of Personal Data may take place or data processing systems may be housed, include protection of the premises and its perimeters using various access control measures, including but not limited to: magnetic key-card access to offices and parking facilities for employees, supervised entry to offices during business hours, 24/7/365 on-site security staff and security camera systems. ● Outside of regular business hours elevators to the 4th floor where Connexity’s offices are located are disabled and are not operable without the use of an active magnetic key-card issued to an authorized employee or staff member of the office building. ● Rooms containing data processing systems (servers, network distributors, etc.) are locked and only accessible to authorized employees of the IT Administration or Infrastructure departments. ● Scheduled visitors and vendors from outside the company must sign a guest roster upon arrival at the front desk and state the reason for their visit. Visitors may be on the business premises only when escorted and/or supervised by building security or an employee of Connexity at all times. Each of Taboola’s global data centres (in US, Europe, and Asia), has all its servers located in locked cabinets that are maintained exclusively for Taboola’s use. These cabinets are maintained by companies that are either SOC2-certified or Taboola has reviewed their security measures. Further, any access to the servers requires written, logged permission. All Taboola offices are also controlled, and require employees to use access cards to enter. Furthermore, only a limited number of employees have access to Taboola’s servers and any access also requires written, logged permission. |
| Measures for ensuring events logging | Connexity’s company network access is automatically monitored and logged, including any unsuccessful login attempts. Network access is automatically blocked by the system after 5 failed attempts and may only be reinstated by an authorized IT Administration employee. Taboola implements monitoring tools and logs are gathered to our SIEM system which alerts us on any suspicious event and also being monitored by NOC team. |
| Measures for ensuring system configuration, including default configuration | Connexity implements the following: ● Connexity uses automated configuration management systems to keep all server configurations up to date and running on a standard configuration. The configurations are under change control and must be reviewed prior to deployment. ● Application configurations are likewise under change control and must be reviewed prior to deployment. ● Application changes go through a formal change management and software development lifecycle process, including code review, QA and standardized CI/CD processes. Taboola Servers are scanned for both configuration drift and patch level. Reporting and/or alerting are set on both and relevant patch level is confirmed. New patches are distributed using Puppet. All technical reviews are managed through the R&D application and obtained through a formal process of review (QA) after coding and CI/CD processes are implemented as well. |
| Measures for internal IT and IT security governance and management | Connexity adheres to the security policies defined by its parent company. Taboola is ISO 27001:2013 and 27701 certified. Taboola have an Information Security Policy in place which states that the Board of Directors and management of Taboola are committed to preserving the confidentiality, integrity and availability of all the physical and electronic information assets throughout their organisation. Taboola holds security trainings for all new employees, phishing trainings for all employees globally, and regular security trainings for all employees and also dedicate sessions for R&D groups. |
| Measures for certification/assurance of processes and products | As a subsidiary of a public company, Connexity goes through rigorous SOX audit review on an annual basis. Taboola undergoes Quarterly / Semi-annual / yearly internal audit on multiple processes and systems to validate that Taboola is complying with its security goals and measures defined. |
| Measures for ensuring data minimisation | The Connexity Companies intentionally limit the data that it collects as part of Taboola’s global data minimization principles of processing only the limited data needed for our specific business purposes. Furthermore, the Connexity Companies do not have the ability, nor any business need, to “reverse engineer” any of the data points used in our processing in order to provide our services. More specifically, the data points that the Connexity Companies collect are never indicative of a user’s identity — as the Connexity Companies do not collect or process information such as user’s name, phone number, email, or physical addresses. Instead, the Connexity Companies collect only pseudonymous identifiers, which merely identify characteristics about a user’s device. This includes IP addresses (which are truncated upon collection and can only identify the device’s general zip code location, but never a precise geolocation). Moreover, even when used collectively, the data that we collect can never produce an individual’s name, phone number, email, or physical address, and our engineers do not work in any way to accomplish this goal. Additionally, the Connexity Companies make and record privacy impact assessments in an effort to minimize the privacy risks of our services, processes, and policies. |
| Measures for ensuring data quality | Connexity collects data directly from user events and conducts multiple levels of input validation to ensure that only valid data is stored. We also run automated processes to analyze patterns in event data after the fact so that we can distinguish between events that are the results of automated actors vs. individual human users. For Taboola, the data is collected directly from the user and the user is given the opportunity to correct any data associated with their CookieID via the Taboola Subject Access Request Portal: https://accessrequest.taboola.com/access |
| Measures for ensuring limited data retention | Connexity: Document management practices are observed within all departments of the Company in accordance with Connexity’s Document Retention and Disposal Policy. Taboola retains User Information, which is directly collected for purposes of serving ads, for at most thirteen (13) months from the User’s last interaction with our Services (often for a shorter period of time), after which time we de-identify the data by removing unique identifiers or aggregating the data. This process is done automatically. |
| Measures for ensuring accountability | The Connexity Companies do multiple security audits and penetration testing (but not for all systems). Taboola also uses cloud providers that are ISO-certified and that comply with other cloud-relevant certifications for maintaining a server’s physical safeguards. |
| Measures for allowing data portability and ensuring erasure | Connexity maintains a Data Protection Policy and Document Retention and Disposal Policy. Connexity also maintains formal subject access request procedures whereby data subjects may exercise their rights to access and port any data Connexity holds related to them and the right to erase or delete such data. Taboola takes measures to ensure that media disposal procedures are the same for all kinds of media as they might contain personal data. Any media must be fully wiped before being reused or disposed. Any media disposal is documented and managed by a third party company expert for those processes. Employees are instructed to not print any paper which might contain personal information and to not store any personal information locally on the computer. |
Annex C
Restricted Transfers
1. To the extent that a party makes a Restricted Transfer of Collected Data to the other party, the Standard Contractual Clauses shall be incorporated into these Merchant Privacy Terms and apply as follows:
(a) where the Restricted Transfer is an EU Restricted Transfer, the EU SCCs will apply between the parties as follows:
(i) Module One will apply;
(ii) in Clause 7, the optional docking Clause will apply;
(iii) in Clause 11, the optional language will not apply;
(iv) in Clause 17, Option 1 will apply, and the EU SCCs will be governed by Irish law;
(v) in Clause 18(b), disputes shall be resolved before the courts of Ireland;
(vi) Parts A, B and C of Annex I shall be deemed completed with the information set out in Parts A, B and C of Annex A to these Merchant Privacy Terms; and
(vii) Annex II shall be deemed completed with the security measures set out in Annex B to these Merchant Privacy Terms;
(b) where the Restricted Transfer is a UK Restricted Transfer, the UK Addendum will apply between the parties as follows:
(i) the EU SCCs, completed as set out above shall apply between the parties, and shall be modified by the UK Addendum (completed as set out in sub-clause (ii) below); and
(ii) tables 1 to 3 of the UK Addendum shall be deemed completed with relevant information from the EU SCCs, completed as set out above, and the options “Exporter” and “Importer” shall be deemed checked in table 4. The start date of the UK Addendum (as set out in table 1) shall be the Effective Date of these Merchant Privacy Terms.
2. Onward Restricted Transfers: Neither party will not make an onward Restricted Transfer of Collected Data that they receive from the other party unless it has done all such acts and things as are necessary to ensure that the such onward Restricted Transfer is compliant with Applicable Data Protection Laws and any Standard Contractual Clauses it has agreed with the other party.
