Looker Data Protection Amendment

The customer agreeing to these terms ("Customer"), and Looker Data Sciences, Inc., ("Looker") have entered into an agreement under which Looker has agreed to provide Services via the Looker Services Schedule (as amended from time to time, the "Agreement").

1. Commencement

This Data Protection Amendment, including its exhibits (the "DPA") will be effective and replace any previously applicable data processing and security terms as from the Amendment Effective Date (as defined below). This DPA supplements the applicable Agreement.

2. Definitions

2.1. "Amendment Effective Date" means the date on which Customer accepted, or the parties otherwise agreed to this DPA.

2.2. "Breach" means a breach by Looker of its security obligations in this DPA that results in the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data stored or otherwise processed in Customer's Looker instance.

2.3. "Customer Data" means (a) all data in Customer's databases provided to Looker by Customer or End Users through the Services and (b) all results generated from Customer or End User's use of the Services. Customer Data includes Customer's Personal Data.

2.4. "EU Data Protection Law" means the General Data Protection Regulation 2016/679 ("GDPR") and the UK Data Protection Act 2018.

2.5. "Non-European Data Protection Law" means data protection or privacy laws in force outside the European Economic Area and the UK.

2.6. "Personal Data" means any information relating to an identified natural person or a natural person 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, in each case that is processed by Looker under the Agreement (each such person a "data subject").

2.7. "Process" (whether or not capitalized) means any operation or set of operations performed on Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.

2.8. "Standard Contractual Clauses" means the Standard Contractual Clauses for the Transfer of Personal Data to Processors Established in Third Countries approved by EC Commission Decision of 5 February 2010 or any successor clauses adopted in accordance with GDPR Article 28(8).

2.9. "Term" means the period from the Amendment Effective Date until the end of Looker's provision of the Services under the Agreement, including, if applicable, any period during which provision of the Services may be suspended and any post-termination period during which Looker may continue providing the Services for transitional purposes.

3. Handling of Customer Data.

3.1 Relationship of the Parties. Customer (the controller) appoints Looker as a processor to process Personal Data: (a) for the purposes described in the Agreement, or (b) with Customer's prior written consent (collectively the "Permitted Purpose"). Each party will comply with the obligations that apply to it under EU Data Protection Law. If Looker becomes aware that processing for the Permitted Purpose infringes EU Data Protection Law, it will promptly inform Customer. The details of the transfer and in particular the special categories of Personal Data where applicable are specified in the attached Exhibit A and incorporated herein by this reference.

3.2. Confidentiality of Processing. Looker will treat Customer Data as Customer's Confidential Information (as that term is defined in the Agreement). Looker shall ensure that it shall protect the Customer Data in accordance with the confidentiality obligations under the Agreement.

3.3. Cooperation and Data Subjects' Rights. Looker will provide reasonable and timely assistance to Customer (at Customer's expense) to enable Customer to respond to: (a) any request from a data subject to exercise any of its rights under EU Data Protection Law (including its rights of access, correction, objection, erasure and data portability, as applicable); and (b) any other correspondence, enquiry or complaint received from a data subject, regulator or other third party in connection with the processing of the Customer Data. If any such request, correspondence, enquiry or complaint is made directly to Looker, Looker will promptly inform Customer providing full details of the same.

3.4. Customer Data Return and Disposal. Within 30 days after a written request by Customer or the termination or expiration of the Agreement, Looker will: (a) if requested by Customer, provide Customer with a copy of any Customer Data in Looker's possession that Customer does not already have; and (b) securely destroy all Customer Data in Looker's possession in a manner that makes such Customer Data non-readable and non-retrievable. Notwithstanding the foregoing, Looker may retain copies of Customer Data: (x) to the extent Looker has a separate legal right or obligation to retain some or all of the Customer Data; and (y)in backup systems until the backups have been overwritten or expunged in accordance with Looker's backup policy.

3.5. International Transfers. Looker will not transfer Personal Data outside the European Economic Area ("EEA") unless it takes such measures as are necessary to provide adequate protection for such Personal Data consistent with the requirements of EU Data Protection Law. To the extent Looker processes (or causes to be processed) any Personal Data originating from the EEA in a country that has not been designated by the European Commission as providing an adequate level of protection for Personal Data, the Personal Data shall be deemed to have adequate protection (within the meaning of EU Data Protection Law) by virtue of either Looker's self-certification to the Privacy Shield or the Standard Contractual Clauses included on Exhibit B, whereby Customer will be regarded as the Data Exporter and Looker will be regarded as the Data Importer.If more than one transfer mechanism is in effect, the transfer of Personal Data will be subject to a single transfer mechanism in accordance with the following order of precedence: (a) Looker's EU-U.S. and Swiss-U.S. Privacy Shield framework self-certifications and, (b) the Standard Contractual Clauses.

3.6. Subprocessing. Customer consents to Looker engaging Looker affiliates and third party sub-processors to process Personal Data for the Permitted Purpose provided that: (a) Looker will maintain an up-to-date list of its sub-processors on its website, which it will update with details of any change in sub-processors at least 30 days prior to any such change; and (b) Looker will impose data protection terms on any sub-processor it appoints as required to protect Personal Data to the standard required by the EU Data Protection Law. Customer may object to Looker's appointment or replacement of a sub-processor prior to its appointment or replacement, provided such objection is based on reasonable grounds relating to data protection. In such event, Looker will either not appoint or replace the sub-processor or, if this is not possible, Customer may suspend or terminate the Agreement. Customer will not receive a refund of any unused prepaid fees on such termination and if fees remain unpaid for a subscription term, Customer will immediately pay the remaining balance due for the remainder of the subscription term.

3.7. Data Protection Impact Assessment. Looker will provide reasonable cooperation to Customer (at Customer's expense) in connection with any data protection impact assessment that Customer may be required to perform under EU Data Protection Law.

3.8. Responsibilities under Non-European Law. If Non-European Data Protection Law applies to either party's processing of Customer Personal Data, the relevant party will comply with any obligations applicable to it under that law with respect to the processing of that Customer Personal Data.

4. Looker Security Measures.

4.1. Audit. The requirements of GDPR Article 28 and Clauses 5(f) and 12(2) of the Standard Contractual Clauses will be satisfied as follows. On Customer's request and subject to the confidentiality obligations set forth in the Agreement or an appropriate non-disclosure agreement, Looker will make available to Customer a summary of its most recent SOC 2 audit report. Not more than once per year, Looker will also respond to a Customer security questionnaire and meet by teleconference or in person (at Customer's expense) to address follow up questions. In addition, Customer may contact Looker in accordance with the "Notices" Section of the Agreement to request an on-site audit, not more than once per year, of the procedures relevant to the protection of Personal Data. Before the commencement of any such on-site audit, Customer and Looker shall mutually agree upon the scope, timing, and duration of the audit and the reimbursement rate for any travel or other expenses Looker incurs in the course of such audit. All reimbursement rates shall be reasonable, taking into account the resources expended by Looker. Customer shall promptly notify Looker with information regarding any non-compliance discovered during the course of an audit.

4.2. Security in Looker-Managed Deployments. In deployments where Looker manages the Services hosting environment, Looker shall implement and maintain procedural, technical, and administrative safeguards on its Software and the hosting environment designed to: (a) protect from accidental or unlawful destruction of Customer Data in storage when cached in the Services Instance, and in transit between Customer's databases and the Services Instance; and (b) protect against any loss, alteration, unauthorized disclosure of or access to Customer Data in the Services Instance, in each case (a) and (b) as further described in Looker's then-current SOC2 Type 2 report.

4.3. Personnel Background Checks. Prior to engaging any employee or contractor who may receive access to Customer Data, Looker will conduct a satisfactory background check including at least the following requirements (modified as appropriate to comply with applicable law in countries outside the United States): (a) criminal history check over the five-year period prior to the employment commencement date of such employee; and (b) verification of employment and educational history over the last five years.

5. Customer Security Measures.

Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing, Customer shall maintain appropriate technical and organizational measures for the protection of Customer Data, including without limitation the following:

5.1. Customer Responsibilities. Customer is responsible for security relating to its environment and databases and security relating its configuration of the Services. This includes implementing and managing procedural, technical, and administrative safeguards on its software and networks sufficient to: (a) ensure the confidentiality, security, integrity, and privacy of Customer Data in transit, at rest, and in storage; (b) protect against any anticipated threats or hazards to the security and integrity of Customer Data; and (c) protect against any unauthorized processing, loss, use, disclosure or acquisition of or access to Customer Data. Notwithstanding any other provision of this DPA, the Agreement or any other agreement related to the Services, Looker will have no obligations or liability as to any breach or loss resulting from: (x) Customer's environment, databases, systems or software, or (y) Customer's security configuration or administration of the Services.

5.2. Appropriate Permissioning. Customer is solely responsible for provisioning End Users on the Services, including: (a) methods of authenticating End Users (such as industry-standard secure username/password policies, two-factor authentication or SAML-supported SSO iDP); (b) restricting access by End User or group, and from the database level down to the row or column level; (c) managing admin privileges; (d) deauthorizing personnel who no longer need access to the Services; (e) setting up any API usage in a secure way; and (e) regularly auditing any public access links End Users create and restricting the permission to create public links, as necessary.

5.3. Looker Permission to Access Customer Databases. In order to use the Services, Customer must authorize the Services to access Customer's databases. When granting authorization, Customer must follow the principle of least privilege to Customer database information, especially by granting no more than read-only access to database data. Looker will not be responsible for any breach or loss to the extent Customer provides the Software with write or admin access to Customer's databases.

6. Data Breach Notification and Resolution.

6.1. Breach Notice. If it becomes aware of a confirmed Breach, Looker shall inform Customer via email without undue delay. Looker shall further take any such reasonably necessary measures and actions to remedy or mitigate the effects of the Breach and will keep Customer informed of all material developments in connection with the Breach.

6.2. Cooperation. Looker will provide reasonable information and cooperation to Customer so that Customer can fulfill any data breach reporting obligations it may have under (and in accordance with the timescales required by) applicable law.

7. Miscellaneous.

7.1. Construction; Interpretation. This DPA is not a standalone agreement and is only effective if an Agreement is in effect between Looker and Customer. This DPA is part of the Agreement and is governed by its terms and conditions (including limitations of liability set forth therein). This DPA and the Agreement are the complete and exclusive statement of the mutual understanding of the parties and supersede and cancel all previous written and oral agreements and communications relating to the subject matter hereof. Headings contained in this DPA are for convenience of reference only and do not form part of this DPA.

7.2. Severability. If any provision of this DPA is adjudicated invalid or unenforceable, this DPA will be amended to the minimum extent necessary to achieve, to the maximum extent possible, the same legal and commercial effect originally intended by the parties. To the extent permitted by applicable law, the parties waive any provision of law that would render any clause of this DPA prohibited or unenforceable in any respect.

7.3. Amendment; Enforcement of Rights. No modification of or amendment to this DPA, nor any waiver of any rights under this DPA, will be effective unless in writing signed by the parties to this DPA. The failure by either party to enforce any rights under this DPA will not be construed as a waiver of any rights of such party.

7.4. Assignment. This DPA may be assigned only in connection with a valid assignment pursuant to the Agreement. If the Agreement is assigned by a party in accordance with its terms, this DPA will be automatically assigned by the same party to the same assignee.

7.5. Governing Law. This DPA will be governed by and construed in accordance with the laws of the jurisdiction governing the Agreement unless otherwise required by EU Data Protection Law, in which case this DPA will be governed by the laws of the Republic of Ireland.

7.6. Counterparts. This DPA may be executed and delivered by facsimile or electronic signature and in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

Exhibit A

This Exhibit A describes the details of the processing and serves the purposes of satisfying the requirements of GDPR Article 28 and UK Data Protection Act 2018 Part 3 Chapter 4.59-60.

Subject matter, nature and purpose:
As a Looker Customer, you are the Controller and determine how and when you use the Services to query databases containing Personal Data to gain business intelligence and insights into your business and clients. The Services uses a read-only connection to access the minimum amount of data needed to answer your questions and only returns the relevant result set. Looker End Users are your employees that use the Services. There are two categories of data:

1. Information about Looker End Users. This information about Looker End Users includes end-user login/registration information for Looker Users as well as metadata about their usage.
2. Customer Data necessary to answer users' queries. Once Looker is connected to a Customer database, the Looker cache retains data from the Customer's database that is fetched in response to its users' queries. This data is encrypted and stored by Looker for a maximum of 30 days or 2GB of data—whichever occurs first.

Duration: For the Term of the Agreement between Looker and Customer.

Data subjects: Customer employees, and where applicable contractors and agents_._

Categories of data
Personal data may include any category of personal data, including without limitation:

• Name
• Email address
• Cookie Information
• Device Identifiers, IP-address and other online identifiers
• Account log-in details and passwords
• Telephone/mobile number
• Location Data

Cookie information and device identifiers are used to enable login, authentication and service delivery. Location data is used to enable login, authentication and service delivery.

As a Customer, you are the Controller and determine how you use the Services to query databases containing Personal Data. If Customer uses the Services to analyze Personal Data in their databases, Looker will process the categories of Personal Data analyzed at Customer direction.

Special categories of data (if appropriate)
If Customer uses the Services to analyze Personal Data in their databases, Looker will process the categories of Personal Data analyzed which may include special categories of data as determined by Customer, such as those specific to the individual's physical, physiological, genetic, mental, economic, cultural or social identity at Customer direction.

Processing operations
The Personal Data transferred will be subject to the following basic processing activities: Presentation of results of business intelligence data queries.

Exhibit B

Commission Decision C(2010)593
Standard Contractual Clauses (processors)

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

Name of the data exporting organisation:

Company Name: ____________________________________________

Address:

Tel.:

fax:

e-mail:

Other information needed to identify the organisation:

(the data exporter)

And

Name of the data importing organisation: Looker Data Sciences, Inc.

Address: 1600 Amphitheatre Parkway, Mountain View, CA 94043 USA

Tel.: (831) 244‐0340

fax: n/a

e-mail: dpaprocessing@Looker.com

Other information needed to identify the organisation: n/a

(the data importer)

each a "party"; together "the parties",

HAVE AGREED on the following Contractual Clauses (the 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 the data exporter to the data importer of the personal data specified in Appendix 1.

Clause 1

Definitions

For the purposes of the Clauses:

1. '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;
2. 'the data exporter' means the controller who transfers the personal data;
3. 'the data importer' means the processor who agrees to receive from the data exporter personal data intended for processing on his behalf after the transfer in accordance with his 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;
4. 'the subprocessor' means any processor engaged by the data importer or by any other subprocessor of the data importer who agrees to receive from the data importer or from any other subprocessor 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 his instructions, the terms of the Clauses and the terms of the written subcontract;
5. '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;
6. 'technical and organisational security measures' means those measures aimed at protecting personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing.

Clause 2

Details of the transfer

The details of the transfer and in particular the special categories of personal data where applicable are specified in Appendix 1 which forms an integral part of the Clauses.

Clause 3

Third-party beneficiary clause

1. The data subject can enforce against the data exporter this Clause, Clause 4(b) to (i), Clause 5(a) to (e), and (g) to (j), Clause 6(1) and (2), Clause 7, Clause 8(2), and Clauses 9 to 12 as third-party beneficiary.
2. The data subject can enforce against the data importer this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 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.
3. The data subject can enforce against the subprocessor this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 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 subprocessor shall be limited to its own processing operations under the Clauses.
4. 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.

Clause 4

Obligations of the data exporter

The data exporter agrees and warrants:

1. 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;
2. 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;
3. that the data importer will provide sufficient guarantees in respect of the technical and organisational security measures specified in Appendix 2 to this contract;
4. 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, unauthorised 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;
5. that it will ensure compliance with the security measures;
6. 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;
7. to forward any notification received from the data importer or any subprocessor 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;
8. to make available to the data subjects upon request a copy of the Clauses, with the exception of Appendix 2, and a summary description of the security measures, as well as a copy of any contract for subprocessing 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;
9. that, in the event of subprocessing, the processing activity is carried out in accordance with Clause 11 by a subprocessor providing at least the same level of protection for the personal data and the rights of data subject as the data importer under the Clauses; and
10. that it will ensure compliance with Clause 4(a) to (i).

Clause 5

Obligations of the data importer

The data importer agrees and warrants:

1. 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;
2. 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;
3. that it has implemented the technical and organisational security measures specified in Appendix 2 before processing the personal data transferred;
4. that it will promptly notify the data exporter about:
   1. 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,
   2. any accidental or unauthorised access, and
   3. any request received directly from the data subjects without responding to that request, unless it has been otherwise authorised to do so;
5. 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;
6. at the request of the data exporter 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;
7. to make available to the data subject upon request a copy of the Clauses, or any existing contract for subprocessing, unless the Clauses or contract contain commercial information, in which case it may remove such commercial information, with the exception of Appendix 2 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;
8. that, in the event of subprocessing, it has previously informed the data exporter and obtained its prior written consent;
9. that the processing services by the subprocessor will be carried out in accordance with Clause 11;
10. to send promptly a copy of any subprocessor agreement it concludes under the Clauses to the data exporter.

Clause 6

Liability

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 subprocessor is entitled to receive compensation from the data exporter for the damage suffered.
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 his subprocessor 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 of 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 subprocessor of its obligations in order to avoid its own liabilities.

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 subprocessor 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 subprocessor agrees that the data subject may issue a claim against the data subprocessor 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 subprocessor shall be limited to its own processing operations under the Clauses.

Clause 7

Mediation and jurisdiction

1. The data importer agrees that if the data subject invokes against it third-party beneficiary rights and/or claims compensation for damages under the Clauses, the data importer will accept the decision of the data subject:
   1. to refer the dispute to mediation, by an independent person or, where applicable, by the supervisory authority;
   2. to refer the dispute to the courts in the Member State in which the data exporter is established.
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.

Clause 8

Cooperation with supervisory authorities

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.
2. The parties agree that the supervisory authority has the right to conduct an audit of the data importer, and of any subprocessor, 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.
3. The data importer shall promptly inform the data exporter about the existence of legislation applicable to it or any subprocessor preventing the conduct of an audit of the data importer, or any subprocessor, pursuant to paragraph 2. In such a case the data exporter shall be entitled to take the measures foreseen in Clause 5 (b).

Clause 9

Governing Law

The Clauses shall be governed by the law of the Member State in which the data exporter is established.

Clause 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 Clause.

Clause 11

Subprocessing

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 subprocessor which imposes the same obligations on the subprocessor as are imposed on the data importer under the Clauses. Where the subprocessor 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 subprocessor's obligations under such agreement.
2. The prior written contract between the data importer and the subprocessor 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 subprocessor shall be limited to its own processing operations under the Clauses.
3. The provisions relating to data protection aspects for subprocessing 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.
4. The data exporter shall keep a list of subprocessing 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.

Clause 12

Obligation after the termination of personal data processing services

1. The parties agree that on the termination of the provision of data processing services, the data importer and the subprocessor 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.
2. The data importer and the subprocessor 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.

On behalf of the data exporter: __________________________

Address: __________________________

Other information necessary in order for the contract to be binding (if any):

__________________________
Authorized Signatory

__________________________
Signature

__________________________
Print Name and Title

On behalf of the data importer: Looker Data Sciences, Inc.

Address: 101 Church Street, Santa Cruz, CA 95060, USA

Other information necessary in order for the contract to be binding (if any): N/A

APPENDIX 1 TO THE STANDARD CONTRACTUAL CLAUSES

This Appendix forms part of the Clauses and must be completed and signed by the parties.

The Member States may complete or specify, according to their national procedures, any additional necessary information to be contained in this Appendix.

Data exporter
The data exporter is (please specify briefly your activities relevant to the transfer):

Data importer
The data importer is (please specify briefly activities relevant to the transfer):
The developer of business intelligence application software that will process queries to the data exporter's databases.

Data subjects, Categories of data, Special categories of data, and processing operations:
as described in Exhibit A attached to the DPA, unless otherwise amended in this Appendix.

DATA EXPORTER - ___________________________

__________________________
Signature

__________________________
Print Name and Title

DATA IMPORTER – Looker Data Sciences, Inc.