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Vimeo OTT Data Processing Agreement

Last updated: May 3rd, 2022

Pursuant to the Vimeo OTT Services Agreement entered into between Vimeo OTT and Producer, Vimeo OTT processes certain data relating to Producer Customers in providing the Vimeo OTT Services. This Data Processing Agreement (“DPA”) sets forth the parties’ rights and obligations under data protection laws with respect to such data.

All Schedules attached hereto form an integral part of this DPA, and are hereby incorporated into this DPA and made a part hereof. In the event of inconsistency with the terms of this DPA and any other agreement between the parties, the terms of this DPA shall prevail. If there is any conflict between the attached Schedules and the terms of this DPA, Schedule 1 shall prevail.

1. Definitions

  • “Applicable Privacy and Data Protection Laws” means collectively all privacy and data protection laws and regulations that apply to the parties with regard to the processing of personal data in connection with the Vimeo OTT Services Agreement, including, only to the extent applicable: Brazil’s Lei Geral de Proteção de Dados (“LGPD”), the California Consumer Privacy Act (“CCPA”) and the regulations promulgated thereto, Canada’s Personal Information Protection and Electronic Documents Act (“PIPEDA”), the European Union’s General Data Protection Regulation (“GDPR”), Japan’s Act on the Protection of Personal Information (“APPI”), Switzerland’s Data Protection Act, the United Kingdom’s General Data Protection Regulation (“UK GDPR”), and any other national, state, or local privacy and data protection laws, rules, and regulations in effect on or after the effective date of this DPA, including the California Privacy Rights Act (“CPRA”), the Colorado Privacy Act (“CPA”), and the Virginia Consumer Data Protection Act (“CDPA”).
  • “Producer” means a Vimeo OTT customer that uses the Vimeo OTT Services to deliver Producer’s video content to Producer Customers.
  • “Producer Customer” means a data subject who has subscribed to or otherwise purchased Producer’s video service through the Vimeo OTT Services.
  • “Producer Customer Data” means the personal data and/or personal information (as may be applicable) of Producer Customers which is submitted to Vimeo OTT in connection with the OTT Services. Producer Customer Data does not include personal data and/or personal information collected by Vimeo OTT outside of the OTT Services.
  • “Standard Contractual Clauses” means the standard contractual clauses approved pursuant to the European Commission’s decision (EU) 2021/914 of 4 June 2021, the relevant portions of which are attached to this DPA as Schedule 1. For processing of Personal Data that is subject to UK GDPR, the Standard Contractual Clauses also include the International Data Transfer Addendum to the EU Commission Standard Contractual Clauses attached to this DPA as Schedule 2.
  • “Vimeo OTT” means, for the purpose of this DPA, Vimeo.com, Inc.
  • “Vimeo OTT Services” means the video hosting and streaming platform applicable services provided by Vimeo OTT pursuant to the Vimeo OTT Services Agreement and any associated Order Form or Statement of Work.
  • “Vimeo OTT Services Agreement” means the Seller Addendum to the Vimeo Terms of Service Agreement, available at https://vimeo.com/selleraddendum as well as the Vimeo Terms of Service Agreement, available at https://vimeo.com/terms, unless there is a separately negotiated agreement for Vimeo OTT Services between you and Vimeo OTT, then “Vimeo OTT Services Agreement” means that agreement.
  • “Vimeo OTT Policies” mean internal information security policies, including applicable retention schedules.
  • The terms “controller,” "data subject," "personal data," “personal data breach,” "processing," "processor," and "special categories of personal data" and their cognates shall have the same meaning as under the GDPR.
  • The terms “business,” "business purpose," "commercial purpose," "personal information," “process,” "sell," and "service provider" and their cognates shall have the same meaning as under the CCPA.

2. Roles

2.1

As required by Applicable Data Protection Laws, the parties agree that with respect to processing Producer Customer Data, Producer is the controller, and Vimeo OTT is the processor. In accordance with the same under the CCPA, Vimeo OTT is a service provider for Producer, which shall be considered a business.

2.2

Producer acknowledges and agrees that notwithstanding Section 2.1, Vimeo OTT and its affiliates may collect and process certain data directly from data subjects in their capacity as users of other Vimeo OTT services. Though these data subjects may also be Producer Customers, Vimeo OTT acts as a controller for personal data collected or submitted outside of the Vimeo OTT Services, which is not Producer Customer Data.

2.3

The parties agree and acknowledge that the subject matter and details of processing are set out in Annex I.B of Schedule 1.

3. Terms of Processing by Vimeo OTT

3.1

Vimeo OTT will:​

3.1.1

Process Producer Customer Data for the provision of the Vimeo OTT Services to Producer according to the written instructions set forth in the Agreement or as otherwise instructed by Producer;

3.1.2

Process Producer Customer Data only for Producer business purposes or as otherwise permitted under Applicable Data Protection Laws;

3.1.3

Ensure that anyone acting on its behalf will process Producer Customer Data according to the provisions of this DPA and Applicable Data Protection Laws, and is bound by an appropriate obligation of confidentiality;

3.1.4

Notify Producer if Vimeo OTT becomes aware of circumstances which would prevent it from fulfilling Producer’s instructions or the obligations of this DPA, including any Schedules; and

3.1.5

Notify Producer if Vimeo OTT becomes aware that any law or regulation applicable to it prevents it from fulfilling the instructions received from Producer and its obligations under this DPA, including any Schedules.

3.2

Vimeo OTT will not:​

3.2.1

Sell the Producer Customer Data;

3.2.2

Retain, use or disclose the Producer Customer Data for any purpose other than providing the Vimeo OTT Services or another purpose permitted under Applicable Data Protection Laws. Specifically, Vimeo OTT shall not retain, use or disclose the Producer Customer Data for its own commercial purpose; and

3.2.3

Retain, use or disclose the Producer Customer Data outside of the direct business relationship between Producer and Vimeo OTT without first obtaining the prior written agreement of Producer.

4. Terms of Processing by Producer

Producer will:

4.1

Collect, use and process Producer Customer Data in accordance with all Applicable Data Protection Laws;

4.2

Have primary responsibility for the accuracy, quality, and legality of Producer Customer Data and the means by which it was obtained, including where applicable, any notice obligations or necessary consents to lawfully process personal data, including special categories of or sensitive personal data, under Applicable Data Protection Laws; and

4.3

Process Producer Customer Data in accordance with published Privacy Policies, whether such policies are furnished by Vimeo OTT or Producer. In the event Producer’s processing is inconsistent with the Vimeo OTT-provided Privacy Policy, Producer must provide its own Privacy Policy which provides sufficient notice of all processing activities being conducted by Producer and Vimeo OTT.

5. Security & Compliance

5.1

Vimeo OTT shall Implement reasonable technical, organizational and security measures to protect the privacy and security of the Producer Customer Data.

5.2

Vimeo OTT shall assist Producer, within reasonable timetables, by the appropriate measures and as reasonably possible (considering the nature of the processing and the information available to us), in complying with its obligations under Articles 32 to 36 of the GDPR.

5.3

Any storage and/or transfer of Producer Customer Data by Producer to any third party or platform other than Vimeo OTT shall be at the sole risk and responsibility of Producer.

5.4

If Vimeo OTT becomes aware of any personal data breach affecting Producer Customer Data, Vimeo OTT will, without undue delay, provide notification to Producer in accordance with applicable regulations. Vimeo OTT’s notification of a personal data breach will not be deemed as an acknowledgement by Vimeo OTT of any fault or liability with respect to such incident. In the event of a personal data breach, Producer shall be obligated to take the measures required under applicable laws in connection with its Producer Customer Data. Where requested, Vimeo OTT will assist Producer with communicating with regulators regarding the personal data breach.

5.5

Upon reasonable written request, Vimeo OTT will make available to Producer information necessary to demonstrate compliance with its obligations under this DPA and applicable law.

6. Sub-processors

6.1

Producer consents to Vimeo OTT’s continued use of the sub-processors listed in Schedule 3.

6.2

Producer hereby grants Vimeo OTT general authorization to change, or engage new sub-processors without obtaining any further written, specific authorization from Producer. Vimeo OTT will notify Producer of any change or addition in sub-processors by updating Schedule 3 and/or providing notification by email. If Producer objects to any sub-processing by Vimeo OTT, Producer should immediately discontinue its use of the Services.

6.3

Vimeo OTT shall execute an agreement with each sub-processor with terms ensuring at least the same level of protection and security as those set out in this DPA. Subject to the limitation of liability set forth in the Agreement, Vimeo OTT shall be responsible for all acts and omissions of any sub-processor who is processing Producer Customer Data.

7. Individual Rights Requests

7.1

Producer hereby instructs and authorizes Vimeo OTT to respond directly to verifiable individual rights requests under Applicable Data Protection Laws related to Producer Customer Data in Vimeo OTT’s possession, custody or control.

7.2

Vimeo OTT will notify Producer when it receives an individual rights request for erasure or access to information relating to Producer Customer Data. It is Producer’s responsibility to supplement such request with any data or information not available to Vimeo OTT, to the extent the provision of such supplemental information is required by law.

8. International Transfers

8.1

Producer understands and agrees that Vimeo OTT operates the OTT Service primarily from the United States and as such, Producer Customer Data will be transferred from Producer’s location and/or the applicable data subject’s location to Vimeo OTT in the United States. Vimeo OTT will ensure such transfers are made in compliance with Applicable Data Protection Law, including by relying on the Standard Contractual Clauses, which are hereby incorporated into this DPA.

8.2

In the event that the Standard Contractual Clauses are determined by competent authority to be invalid under Applicable Data Protection Law, Vimeo OTT shall, as soon as possible, adopt an appropriate alternative transfer mechanism. In the event that Vimeo fails to adopt an alternative transfer mechanism by the effective date of the invalidation, Producer may terminate the Vimeo OTT Services Agreement, at no cost, as of right and without prejudice to Producer’s other rights and remedies under the Vimeo OTT Services Agreement.

8.3

If Vimeo OTT receives an order from any third party for compelled disclosure of Producer Customer Data that has been transferred using the Standard Contractual Clauses, Vimeo OTT will:

8.3.1

Use every reasonable effort to redirect the third party to request the data directly from Producer;

8.3.2

Promptly notify Producer, unless prohibited by law;

8.3.3

Request a reasonable extension of time from the third party to allow Producer to evaluate the request; and

8.3.4

Use all lawful efforts to challenge the order for disclosure on the basis of any legal deficiencies or conflicts with the laws of the EU, Switzerland, UK, or applicable EU member state law.

 

If, after exhausting these steps, Vimeo OTT remains compelled to disclose Producer Customer Data to a third party, Vimeo OTT will disclose only the minimum necessary to satisfy the request.

9. Term and Termination

9.1

This DPA shall be in effect for as long as such Producer uses any of the Vimeo OTT Services, provided however, that where Vimeo OTT is obligated, according to the terms of this DPA or any Vimeo OTT Policies, to keep Producer Customer Data following the termination of the Vimeo OTT Services, this DPA shall continue to be in effect for as long as Vimeo OTT holds such data.

9.2

Upon termination or expiration of the Agreement, and unless Vimeo OTT has a lawful basis to retain such Producer Customer Data under applicable law, Vimeo OTT shall delete the Producer Customer Data as soon as reasonably practicable in accordance with Vimeo OTT Policies and applicable laws.

9.3

Vimeo OTT shall have the right to amend and/or adjust any of the terms of this DPA as may be required from time-to-time, in order to comply with any applicable laws or regulations.

9.4

Any questions regarding this DPA or requests from Producers to fulfill Individual Rights Requests should be addressed to [email protected]. Vimeo OTT will attempt to resolve any complaints regarding the use of Producer Customer Data in accordance with this DPA and Vimeo OTT Policies.

Appendix A

Vimeo OTT Subprocessors

Last updated: May 3rd, 2022

  • Akamai
  • Auth0
  • AWS
  • Cloudflare, Inc.
  • Fastly
  • Google Analytics
  • GCP
  • Heroku
  • Intertrust Cloud Services
  • Intuition Machines, Inc. (hCaptcha)
  • Redis Labs
  • Stripe
  • Zendesk

Schedule 1

Standard Contractual Clauses (Processors)

SECTION I

Clause 1

Purpose and scope

  1. The purpose of these standard contractual clauses is to ensure compliance with the requirements of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation) for the transfer of personal data to a third country.
  2. The Parties:
    1. the natural or legal person(s), public authority/ies, agency/ies or other body/ies (hereinafter “entity/ies”) transferring the personal data, as listed in Annex I.A. (hereinafter each “data exporter”), and
    2. the entity/ies in a third country receiving the personal data from the data exporter, directly or indirectly via another entity also Party to these Clauses, as listed in Annex I.A. (hereinafter each “data importer”)
    have agreed to these standard contractual clauses (hereinafter: “Clauses”).
  3. These Clauses apply with respect to the transfer of personal data as specified in Annex I.B.
  4. The Appendix to these Clauses containing the Annexes referred to therein forms an integral part of these Clauses.

Clause 2

Effect and invariability of the Clauses

  1. These Clauses set out appropriate safeguards, including enforceable data subject rights and effective legal remedies, pursuant to Article 46(1) and Article 46 (2)(c) of Regulation (EU) 2016/679 and, with respect to data transfers from controllers to processors and/or processors to processors, standard contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679, provided they are not modified, except to select the appropriate Module(s) or to add or update information in the Appendix. This does not prevent the Parties from including the standard contractual clauses laid down in these Clauses in a wider contract and/or to add other clauses or additional safeguards, provided that they do not contradict, directly or indirectly, these Clauses or prejudice the fundamental rights or freedoms of data subjects.
  2. These Clauses are without prejudice to obligations to which the data exporter is subject by virtue of Regulation (EU) 2016/679.

Clause 3

Third-party beneficiaries

  1. Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, with the following exceptions:
    1. Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;
    2. Clause 8.1(b), 8.9(a), (c), (d) and (e);
    3. Clause 9(a), (c), (d) and (e);
    4. Clause 12(a), (d) and (f);
    5. Clause 13;
    6. Clause 15.1(c), (d) and (e);
    7. Clause 16(e);
    8. Clause 18(a) and (b).
  2. Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.

Clause 4

Interpretation

  1. Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that Regulation.
  2. These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679.
  3. These Clauses shall not be interpreted in a way that conflicts with rights and obligations provided for in Regulation (EU) 2016/679.

Clause 5

Hierarchy

In the event of a contradiction between these Clauses and the provisions of related agreements between the Parties, existing at the time these Clauses are agreed or entered into thereafter, these Clauses shall prevail.

Clause 6

Description of the transfer(s)

The details of the transfer(s), and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred, are specified in Annex I.B.

Clause 7

Docking clause

  1. An entity that is not a Party to these Clauses may, with the agreement of the Parties, accede to these Clauses at any time, either as a data exporter or as a data importer, by completing the Appendix and signing Annex I.A.
  2. Once it has completed the Appendix and signed Annex I.A, the acceding entity shall become a Party to these Clauses and have the rights and obligations of a data exporter or data importer in accordance with its designation in Annex I.A.
  3. The acceding entity shall have no rights or obligations arising under these Clauses from the period prior to becoming a Party.

SECTION II — OBLIGATIONS OF THE PARTIES

Clause 8

Data protection safeguards

The data exporter warrants that it has used reasonable efforts to determine that the data importer is able, through the implementation of appropriate technical and organisational measures, to satisfy its obligations under these Clauses.

8.1 Instructions

  1. The data importer shall process the personal data only on documented instructions from the data exporter. The data exporter may give such instructions throughout the duration of the contract.
  2. The data importer shall immediately inform the data exporter if it is unable to follow those instructions.

8.2 Purpose limitation

The data importer shall process the personal data only for the specific purpose(s) of the transfer, as set out in Annex I.B, unless on further instructions from the data exporter.

8.3 Transparency

On request, the data exporter shall make a copy of these Clauses, including the Appendix as completed by the Parties, available to the data subject free of charge. To the extent necessary to protect business secrets or other confidential information, including the measures described in Annex II and personal data, the data exporter may redact part of the text of the Appendix to these Clauses prior to sharing a copy, but shall provide a meaningful summary where the data subject would otherwise not be able to understand the its content or exercise his/her rights. On request, the Parties shall provide the data subject with the reasons for the redactions, to the extent possible without revealing the redacted information. This Clause is without prejudice to the obligations of the data exporter under Articles 13 and 14 of Regulation (EU) 2016/679.

8.4 Accuracy

If the data importer becomes aware that the personal data it has received is inaccurate, or has become outdated, it shall inform the data exporter without undue delay. In this case, the data importer shall cooperate with the data exporter to erase or rectify the data.

8.5 Duration of processing and erasure or return of data

Processing by the data importer shall only take place for the duration specified in Annex I.B. After the end of the provision of the processing services, the data importer shall, at the choice of the data exporter, delete all personal data processed on behalf of the data exporter and certify to the data exporter that it has done so, or return to the data exporter all personal data processed on its behalf and delete existing copies. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit return or deletion of the personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process it to the extent and for as long as required under that local law. This is without prejudice to Clause 14, in particular the requirement for the data importer under Clause 14(e) to notify the data exporter throughout the duration of the contract if it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under Clause 14(a).

8.6 Security of processing

  1. The data importer and, during transmission, also the data exporter shall implement appropriate technical and organisational measures to ensure the security of the data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access to that data (hereinafter “personal data breach”). In assessing the appropriate level of security, the Parties shall take due account of the state of the art, the costs of implementation, the nature, scope, context and purpose(s) of processing and the risks involved in the processing for the data subjects. The Parties shall in particular consider having recourse to encryption or pseudonymisation, including during transmission, where the purpose of processing can be fulfilled in that manner. In case of pseudonymisation, the additional information for attributing the personal data to a specific data subject shall, where possible, remain under the exclusive control of the data exporter. In complying with its obligations under this paragraph, the data importer shall at least implement the technical and organisational measures specified in Annex II. The data importer shall carry out regular checks to ensure that these measures continue to provide an appropriate level of security.
  2. The data importer shall grant access to the personal data to members of its personnel only to the extent strictly necessary for the implementation, management and monitoring of the contract. It shall ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
  3. In the event of a personal data breach concerning personal data processed by the data importer under these Clauses, the data importer shall take appropriate measures to address the breach, including measures to mitigate its adverse effects. The data importer shall also notify the data exporter without undue delay after having become aware of the breach. Such notification shall contain the details of a contact point where more information can be obtained, a description of the nature of the breach (including, where possible, categories and approximate number of data subjects and personal data records concerned), its likely consequences and the measures taken or proposed to address the breach including, where appropriate, measures to mitigate its possible adverse effects. Where, and in so far as, it is not possible to provide all information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay.
  4. The data importer shall cooperate with and assist the data exporter to enable the data exporter to comply with its obligations under Regulation (EU) 2016/679, in particular to notify the competent supervisory authority and the affected data subjects, taking into account the nature of processing and the information available to the data importer.

8.7 Sensitive data

Where the transfer involves personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person’s sex life or sexual orientation, or data relating to criminal convictions and offences (hereinafter “sensitive data”), the data importer shall apply the specific restrictions and/or additional safeguards described in Annex I.B.

8.8 Onward transfers

The data importer shall only disclose the personal data to a third party on documented instructions from the data exporter. In addition, the data may only be disclosed to a third party located outside the European Union (in the same country as the data importer or in another third country, hereinafter “onward transfer”) if the third party is or agrees to be bound by these Clauses, under the appropriate Module, or if:

  1. the onward transfer is to a country benefitting from an adequacy decision pursuant to Article 45 of Regulation (EU) 2016/679 that covers the onward transfer;
  2. the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 Regulation of (EU) 2016/679 with respect to the processing in question;
  3. the onward transfer is necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings; or
  4. the onward transfer is necessary in order to protect the vital interests of the data subject or of another natural person.

Any onward transfer is subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose limitation.

8.9 Documentation and compliance

  1. The data importer shall promptly and adequately deal with enquiries from the data exporter that relate to the processing under these Clauses.
  2. The Parties shall be able to demonstrate compliance with these Clauses. In particular, the data importer shall keep appropriate documentation on the processing activities carried out on behalf of the data exporter.
  3. The data importer shall make available to the data exporter all information necessary to demonstrate compliance with the obligations set out in these Clauses and at the data exporter’s request, allow for and contribute to audits of the processing activities covered by these Clauses, at reasonable intervals or if there are indications of non- compliance. In deciding on a review or audit, the data exporter may take into account relevant certifications held by the data importer.
  4. The data exporter may choose to conduct the audit by itself or mandate an independent auditor. Audits may include inspections at the premises or physical facilities of the data importer and shall, where appropriate, be carried out with reasonable notice.
  5. The Parties shall make the information referred to in paragraphs (b) and (c), including the results of any audits, available to the competent supervisory authority on request.

Clause 9

Use of sub-processors

  1. The data importer has the data exporter’s general authorisation for the engagement of sub-processor(s) from an agreed list. The data importer shall specifically inform the data exporter in writing of any intended changes to that list through the addition or replacement of sub-processors at least ten (10) days in advance, thereby giving the data exporter sufficient time to be able to object to such changes prior to the engagement of the sub-processor(s). The data importer shall provide the data exporter with the information necessary to enable the data exporter to exercise its right to object.
  2. Where the data importer engages a sub-processor to carry out specific processing activities (on behalf of the data exporter), it shall do so by way of a written contract that provides for, in substance, the same data protection obligations as those binding the data importer under these Clauses, including in terms of third-party beneficiary rights for data subjects. The Parties agree that, by complying with this Clause, the data importer fulfils its obligations under Clause 8.8. The data importer shall ensure that the sub-processor complies with the obligations to which the data importer is subject pursuant to these Clauses.
  3. The data importer shall provide, at the data exporter’s request, a copy of such a sub- processor agreement and any subsequent amendments to the data exporter. To the extent necessary to protect business secrets or other confidential information, including personal data, the data importer may redact the text of the agreement prior to sharing a copy.
  4. The data importer shall remain fully responsible to the data exporter for the performance of the sub-processor’s obligations under its contract with the data importer. The data importer shall notify the data exporter of any failure by the sub-processor to fulfil its obligations under that contract.
  5. The data importer shall agree a third-party beneficiary clause with the sub-processor whereby - in the event the data importer has factually disappeared, ceased to exist in law or has become insolvent - the data exporter shall have the right to terminate the sub-processor contract and to instruct the sub-processor to erase or return the personal data.

Clause 10

Data subject rights

  1. The data importer shall promptly notify the data exporter of any request it has received from a data subject. It shall not respond to that request itself unless it has been authorised to do so by the data exporter.
  2. The data importer shall assist the data exporter in fulfilling its obligations to respond to data subjects’ requests for the exercise of their rights under Regulation (EU) 2016/679. In this regard, the Parties shall set out in Annex II the appropriate technical and organisational measures, taking into account the nature of the processing, by which the assistance shall be provided, as well as the scope and the extent of the assistance required.
  3. In fulfilling its obligations under paragraphs (a) and (b), the data importer shall comply with the instructions from the data exporter.

Clause 11

Redress

  1. The data importer shall inform data subjects in a transparent and easily accessible format, through individual notice or on its website, of a contact point authorised to handle complaints. It shall deal promptly with any complaints it receives from a data subject.
  2. In case of a dispute between a data subject and one of the Parties as regards compliance with these Clauses, that Party shall use its best efforts to resolve the issue amicably in a timely fashion. The Parties shall keep each other informed about such disputes and, where appropriate, cooperate in resolving them.
  3. Where the data subject invokes a third-party beneficiary right pursuant to Clause 3, the data importer shall accept the decision of the data subject to:
    1. lodge a complaint with the supervisory authority in the Member State of his/her habitual residence or place of work, or the competent supervisory authority pursuant to Clause 13;
    2. refer the dispute to the competent courts within the meaning of Clause 18.
  4. The Parties accept that the data subject may be represented by a not-for-profit body, organisation or association under the conditions set out in Article 80(1) of Regulation (EU) 2016/679.
  5. The data importer shall abide by a decision that is binding under the applicable EU or Member State law.
  6. The data importer agrees that the choice made by the data subject will not prejudice his/her substantive and procedural rights to seek remedies in accordance with applicable laws.

Clause 12

Liability

  1. Each Party shall be liable to the other Party/ies for any damages it causes the other Party/ies by any breach of these Clauses.
  2. The data importer shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data importer or its sub-processor causes the data subject by breaching the third-party beneficiary rights under these Clauses.
  3. Notwithstanding paragraph (b), the data exporter shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data exporter or the data importer (or its sub-processor) causes the data subject by breaching the third-party beneficiary rights under these Clauses. This is without prejudice to the liability of the data exporter and, where the data exporter is a processor acting on behalf of a controller, to the liability of the controller under Regulation (EU) 2016/679 or Regulation (EU) 2018/1725, as applicable.
  4. The Parties agree that if the data exporter is held liable under paragraph (c) for damages caused by the data importer (or its sub-processor), it shall be entitled to claim back from the data importer that part of the compensation corresponding to the data importer’s responsibility for the damage.
  5. Where more than one Party is responsible for any damage caused to the data subject as a result of a breach of these Clauses, all responsible Parties shall be jointly and severally liable and the data subject is entitled to bring an action in court against any of these Parties.
  6. The Parties agree that if one Party is held liable under paragraph (e), it shall be entitled to claim back from the other Party/ies that part of the compensation corresponding to its / their responsibility for the damage.
  7. The data importer may not invoke the conduct of a sub-processor to avoid its own liability.

Clause 13

Supervision

  1. The supervisory authority with responsibility for ensuring compliance by the data exporter with Regulation (EU) 2016/679 as regards the data transfer, as indicated in Annex I.C, shall act as competent supervisory authority.
  2. The data importer agrees to submit itself to the jurisdiction of and cooperate with the competent supervisory authority in any procedures aimed at ensuring compliance with these Clauses. In particular, the data importer agrees to respond to enquiries, submit to audits and comply with the measures adopted by the supervisory authority, including remedial and compensatory measures. It shall provide the supervisory authority with written confirmation that the necessary actions have been taken.

SECTION III — LOCAL LAWS AND OBLIGATIONS IN CASE OF ACCESS BY PUBLIC AUTHORITIES

Clause 14

Local laws and practices affecting compliance with the Clauses

  1. The Parties warrant that they have no reason to believe that the laws and practices in the third country of destination applicable to the processing of the personal data by the data importer, including any requirements to disclose personal data or measures authorising access by public authorities, prevent the data importer from fulfilling its obligations under these Clauses. This is based on the understanding that laws and practices that respect the essence of the fundamental rights and freedoms and do not exceed what is necessary and proportionate in a democratic society to safeguard one of the objectives listed in Article 23(1) of Regulation (EU) 2016/679, are not in contradiction with these Clauses.
  2. The Parties declare that in providing the warranty in paragraph (a), they have taken due account in particular of the following elements:
    1. the specific circumstances of the transfer, including the length of the processing chain, the number of actors involved and the transmission channels used; intended onward transfers; the type of recipient; the purpose of processing; the categories and format of the transferred personal data; the economic sector in which the transfer occurs; the storage location of the data transferred;
    2. the laws and practices of the third country of destination – including those requiring the disclosure of data to public authorities or authorising access by such authorities – relevant in light of the specific circumstances of the transfer, and the applicable limitations and safeguards;
    3. any relevant contractual, technical or organisational safeguards put in place to supplement the safeguards under these Clauses, including measures applied during transmission and to the processing of the personal data in the country of destination.
  3. The data importer warrants that, in carrying out the assessment under paragraph (b), it has made its best efforts to provide the data exporter with relevant information and agrees that it will continue to cooperate with the data exporter in ensuring compliance with these Clauses.
  4. The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on request.
  5. The data importer agrees to notify the data exporter promptly if, after having agreed to these Clauses and for the duration of the contract, it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under paragraph (a), including following a change in the laws of the third country or a measure (such as a disclosure request) indicating an application of such laws in practice that is not in line with the requirements in paragraph (a).
  6. Following a notification pursuant to paragraph (e), or if the data exporter otherwise has reason to believe that the data importer can no longer fulfil its obligations under these Clauses, the data exporter shall promptly identify appropriate measures (e.g. technical or organisational measures to ensure security and confidentiality) to be adopted by the data exporter and/or data importer to address the situation. The data exporter shall suspend the data transfer if it considers that no appropriate safeguards for such transfer can be ensured, or if instructed by the competent supervisory authority to do so. In this case, the data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses. If the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise. Where the contract is terminated pursuant to this Clause, Clause 16(d) and (e) shall apply.

Clause 15

Obligations of the data importer in case of access by public authorities

15.1 Notification

  1. The data importer agrees to notify the data exporter and, where possible, the data subject promptly (if necessary with the help of the data exporter) if it:
    1. receives a legally binding request from a public authority, including judicial authorities, under the laws of the country of destination for the disclosure of personal data transferred pursuant to these Clauses; such notification shall include information about the personal data requested, the requesting authority, the legal basis for the request and the response provided; or
    2. becomes aware of any direct access by public authorities to personal data transferred pursuant to these Clauses in accordance with the laws of the country of destination; such notification shall include all information available to the importer.
  2. If the data importer is prohibited from notifying the data exporter and/or the data subject under the laws of the country of destination, the data importer agrees to use its best efforts to obtain a waiver of the prohibition, with a view to communicating as much information as possible, as soon as possible. The data importer agrees to document its best efforts in order to be able to demonstrate them on request of the data exporter.
  3. Where permissible under the laws of the country of destination, the data importer agrees to provide the data exporter, at regular intervals for the duration of the contract, with as much relevant information as possible on the requests received (in particular, number of requests, type of data requested, requesting authority/ies, whether requests have been challenged and the outcome of such challenges, etc.).
  4. The data importer agrees to preserve the information pursuant to paragraphs (a) to (c) for the duration of the contract and make it available to the competent supervisory authority on request.
  5. Paragraphs (a) to (c) are without prejudice to the obligation of the data importer pursuant to Clause 14(e) and Clause 16 to inform the data exporter promptly where it is unable to comply with these Clauses.

15.2 Review of legality and data minimisation

  1. The data importer agrees to review the legality of the request for disclosure, in particular whether it remains within the powers granted to the requesting public authority, and to challenge the request if, after careful assessment, it concludes that there are reasonable grounds to consider that the request is unlawful under the laws of the country of destination, applicable obligations under international law and principles of international comity. The data importer shall, under the same conditions, pursue possibilities of appeal. When challenging a request, the data importer shall seek interim measures with a view to suspending the effects of the request until the competent judicial authority has decided on its merits. It shall not disclose the personal data requested until required to do so under the applicable procedural rules. These requirements are without prejudice to the obligations of the data importer under Clause 14(e).
  2. The data importer agrees to document its legal assessment and any challenge to the request for disclosure and, to the extent permissible under the laws of the country of destination, make the documentation available to the data exporter. It shall also make it available to the competent supervisory authority on request.
  3. The data importer agrees to provide the minimum amount of information permissible when responding to a request for disclosure, based on a reasonable interpretation of the request.

SECTION IV — FINAL PROVISIONS

Clause 16

Non-compliance with the Clauses and termination

  1. The data importer shall promptly inform the data exporter if it is unable to comply with these Clauses, for whatever reason.
  2. In the event that the data importer is in breach of these Clauses or unable to comply with these Clauses, the data exporter shall suspend the transfer of personal data to the data importer until compliance is again ensured or the contract is terminated. This is without prejudice to Clause 14(f).
  3. The data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses, where:
    1. the data exporter has suspended the transfer of personal data to the data importer pursuant to paragraph (b) and compliance with these Clauses is not restored within a reasonable time and in any event within one month of suspension;
    2. the data importer is in substantial or persistent breach of these Clauses; or
    3. the data importer fails to comply with a binding decision of a competent court or supervisory authority regarding its obligations under these Clauses.
    In these cases, it shall inform the competent supervisory authority of such non-compliance. Where the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise.
  4. Personal data that has been transferred prior to the termination of the contract pursuant to paragraph (c) shall at the choice of the data exporter immediately be returned to the data exporter or deleted in its entirety. The same shall apply to any copies of the data. The data importer shall certify the deletion of the data to the data exporter. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit the return or deletion of the transferred personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process the data to the extent and for as long as required under that local law.
  5. Either Party may revoke its agreement to be bound by these Clauses where (i) the European Commission adopts a decision pursuant to Article 45(3) of Regulation (EU) 2016/679 that covers the transfer of personal data to which these Clauses apply; or (ii) Regulation (EU) 2016/679 becomes part of the legal framework of the country to which the personal data is transferred. This is without prejudice to other obligations applying to the processing in question under Regulation (EU) 2016/679.

Clause 17

Governing law

These Clauses shall be governed by the law of one of the EU Member States, provided such law allows for third-party beneficiary rights. The Parties agree that this shall be the law of the Republic of Ireland.

Clause 18

Choice of forum and jurisdiction

  1. Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State.
  2. The Parties agree that those shall be the courts of the Republic of Ireland.
  3. A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of the Member State in which he/she has his/her habitual residence.
  4. The Parties agree to submit themselves to the jurisdiction of such courts.

ANNEX I

Details of the processing

A. LIST OF PARTIES
Data exporter(s):

  1. Data Exporter is the company identified in the associated Seller Addendum and Order Form.
  2. Role (controller/processor): Controller

Data importer(s):

  1. Name: Vimeo.com, Inc.
    Address: 555 West 18th Street, New York, NY 10011
    Contact person’s name, position and contact details: Michael Cheah, Data Protection Officer
    [email protected]
    Activities relevant to the data transferred under these Clauses: In accordance with the Seller Addendum and associated Order Form agreed upon between Data Exporter and Data Importer.
    Signature and date: According to Agreement.
  2. Role (controller/processor): Processor

B. DESCRIPTION OF TRANSFER

  1. Subject matter. The subject matter of the data processing under this DPA is Producer Customer Data.
  2. Nature of the processing. Vimeo OTT processes Producer Customer Data to provide the OTT Service, including such features and functionalities initiated by Producer. This includes:
    1. Producer uploading, hosting, managing, and streaming video content to Producer Customers;
    2. Processing transactions by Producer Customers and fulfilling orders made by such Producer Customers;
    3. Providing customer support to Producer Customers; and
    4. Providing all other features and functionality offered by the OTT Service that Producer chooses to use.
  3. Duration. The duration of the processing is equal to the duration of Producer’s use of the Vimeo OTT Services.
  4. Purpose. The purpose of the processing is the provision of the Vimeo OTT Services initiated by Producer.

C. COMPETENT SUPERVISORY AUTHORITY

Republic of Ireland

ANNEX II

Technical and Organizational Measures to Ensure the Security of the Data

Vimeo maintains internal Information Security and Privacy Policies, which are approved annually and must be reviewed and accepted by all Vimeo employees. These policies include standards for information security management as required by the EU's General Data Protection Regulation (GDPR), Sarbanes Oxley (SOX), Payment Card Industry Data Security Standards (PCI DSS), Security Trust Principles of SOC 2 Type 2 and other privacy or data security laws, regulations, or standards. The following spotlight controls demonstrate Vimeo’s information security framework:

Governance

Vimeo’s security program is based on the concept of in-depth security: securing our organization, and user data at every stage. Our security program is aligned with NIST (National Institute of Standards and Technology) standards, and is constantly evolving with updated guidance and new industry best practices. Vimeo maintains a dedicated security team led by Vimeo’s Senior Director of Security, who is responsible for the implementation and management of our security program is supported by the members of the Vimeo Security/Compliance, Information Technology and Site Reliability teams, who collectively focus on Infrastructure Security, Application Security, Governance, Risk, Product Security, Security Engineering and Operations, Incident Detection and Response.

Incident Response and Disaster Recovery

Vimeo has established controls to respond quickly and efficiently in the event of an incident that results in a compromise of Vimeo services. These controls have been codified through Vimeo Security policies and procedures. They provide system-specific response teams and procedures for each type of incident. They include protocols for assessing incident severity, remediating incidents and where necessary, notifying affected customers.

Vimeo uses cloud infrastructure, which in turn uses distributed physical data centers that can be leveraged in the event of a natural disaster or other significant event to mitigate against loss of service. Distributed locations allow for server failover in the event of location specific disasters. Test of failover procedures and walkthroughs of Vimeo’s established system specific disaster recovery plans takes place annually.

Data Retention

Vimeo users are given tools within their account settings to delete user-submitted account data (including videos, comments, group participation and channel participation). Vimeo hard deletes user-submitted account data within a reasonable time following a deletion request or account closure.

Encryption

All Vimeo application endpoints are encrypted and authenticated prior to the exchange or derivation of session keys. Public keys must be authenticated prior to use. All externally-facing servers and applications must use a minimum of TLS 1.2 where possible

Data in Transit. All video and other data transmitted to Vimeo from users is encrypted using strong encryption protocols. Vimeo supports the latest recommended secure channels to encrypt all traffic in transit equivalent to TLS 1.2 protocols and/or AES 256 encryption.

Data at Rest. All data except video data within Vimeo’s production database is encrypted. Video data is encrypted where technologically feasible. All encryption keys are stored in a secure server with very limited access. Vimeo has implemented safeguards to protect all Vimeo user data from creation to deletion.

Network Security

Vimeo adheres to NIST guidelines for Network Security. Firewalls and similar cloud-level functions that serve as firewalls have been implemented to define a logical network perimeter, security zones, enclaves, and other methodologies for discrete and specific subnet isolation. Similarly, anti-malware and anti-virus software must be installed for all Vimeo endpoints, including Vimeo employee workstations.

Access Control

Provisioning. Vimeo adheres to the principles of least privilege and role-based permissions when provisioning Vimeo system access. Employees are only permitted to access data that they reasonably must handle in order to fulfill their job roles and responsibilities. Access for Vimeo Critical Systems is conducted on a periodic basis.

Vimeo also provides user and authorization workflows to assign administrators for role-based permissions to specific users so that any User content uploaded to Vimeo is seen and managed by specific individuals that users indicate.

Password Management. Vimeo requires all personnel to use an approved password manager. Password managers generate, store and enter unique and complex passwords to avoid password reuse, phishing and other password related risks.

Logging and Monitoring

Vimeo’s Security and Site Reliability Engineering Teams consistently monitor vulnerabilities across Vimeo Systems and use various vulnerability monitoring tools to do so.. Vimeo conducts internal and external penetration tests on a regular basis. Vimeo also leverages support from the security community through HackerOne Bug Bounty programs.

Vendor Management

Vimeo conducts an information security review of all vendors that will access personal data, and imposes heightened data security requirements for vendors which have access to Vimeo’s critical systems. This review includes both initial onboarding and annual recertification.

Schedule 2

UK Addendum to the EU Standard Contractual Clauses

Entering into this Addendum

1.

Each Party agrees to be bound by the terms and conditions set out in this Addendum, in exchange for the other Party also agreeing to be bound by this Addendum.

2.

Although Annex 1A and Clause 7 of the Approved EU SCCs require signature by the Parties, for the purpose of making Restricted Transfers, the Parties may enter into this Addendum in any way that makes them legally binding on the Parties and allows data subjects to enforce their rights as set out in this Addendum. Entering into this Addendum will have the same effect as signing the Approved EU SCCs and any part of the Approved EU SCCs.

Interpretation of this Addendum

3.

Where this Addendum uses terms that are defined in the Approved EU SCCs those terms shall have the same meaning as in the Approved EU SCCs. In addition, the following terms have the following meanings:

Addendum

This International Data Transfer Addendum which is made up of this Addendum incorporating the Addendum EU SCCs.

Addendum EU SCCs

The version(s) of the Approved EU SCCs which this Addendum is appended to, as set out in Table 2, including the Appendix Information.

Appendix Information

As set out in Table ‎3.

Appropriate Safeguards

The standard of protection over the personal data and of data subjects’ rights, which is required by UK Data Protection Laws when you are making a Restricted Transfer relying on standard data protection clauses under Article 46(2)(d) UK GDPR.

Approved Addendum

The template Addendum issued by the ICO and laid before Parliament in accordance with s119A of the Data Protection Act 2018 on 28 January 2022, as it is revised under Section 18.

Approved EU SCCs

The Standard Contractual Clauses set out in the Annex of Commission Implementing Decision (EU) 2021/914 of 4 June 2021.

ICO

The Information Commissioner.

Restricted Transfer

A transfer which is covered by Chapter V of the UK GDPR.

UK

The United Kingdom of Great Britain and Northern Ireland.

UK Data Protection Laws

All laws relating to data protection, the processing of personal data, privacy and/or electronic communications in force from time to time in the UK, including the UK GDPR and the Data Protection Act 2018.

UK GDPR

As defined in section 3 of the Data Protection Act 2018.

4.

This Addendum must always be interpreted in a manner that is consistent with UK Data Protection Laws and so that it fulfils the Parties’ obligation to provide the Appropriate Safeguards.

5.

If the provisions included in the Addendum EU SCCs amend the Approved SCCs in any way which is not permitted under the Approved EU SCCs or the Approved Addendum, such amendment(s) will not be incorporated in this Addendum and the equivalent provision of the Approved EU SCCs will take their place.

6.

If there is any inconsistency or conflict between UK Data Protection Laws and this Addendum, UK Data Protection Laws applies.

7.

If the meaning of this Addendum is unclear or there is more than one meaning, the meaning which most closely aligns with UK Data Protection Laws applies.

8.

Any references to legislation (or specific provisions of legislation) means that legislation (or specific provision) as it may change over time. This includes where that legislation (or specific provision) has been consolidated, re-enacted and/or replaced after this Addendum has been entered into.

Hierarchy

9.

Although Clause 5 of the Approved EU SCCs sets out that the Approved EU SCCs prevail over all related agreements between the parties, the parties agree that, for Restricted Transfers, the hierarchy in Section 10 will prevail.

10.

Where there is any inconsistency or conflict between the Approved Addendum and the Addendum EU SCCs (as applicable), the Approved Addendum overrides the Addendum EU SCCs, except where (and in so far as) the inconsistent or conflicting terms of the Addendum EU SCCs provides greater protection for data subjects, in which case those terms will override the Approved Addendum.

11.

Where this Addendum incorporates Addendum EU SCCs which have been entered into to protect transfers subject to the General Data Protection Regulation (EU) 2016/679 then the Parties acknowledge that nothing in this Addendum impacts those Addendum EU SCCs.

Incorporation of and changes to the EU SCCs

12.

This Addendum incorporates the Addendum EU SCCs which are amended to the extent necessary so that:

a.

together they operate for data transfers made by the data exporter to the data importer, to the extent that UK Data Protection Laws apply to the data exporter’s processing when making that data transfer, and they provide Appropriate Safeguards for those data transfers;

b.

Sections 9 to 11 override Clause 5 (Hierarchy) of the Addendum EU SCCs; and

c.

this Addendum (including the Addendum EU SCCs incorporated into it) is (1) governed by the laws of England and Wales and (2) any dispute arising from it is resolved by the courts of England and Wales, in each case unless the laws and/or courts of Scotland or Northern Ireland have been expressly selected by the Parties.

13.

Unless the Parties have agreed alternative amendments which meet the requirements of Section 12, the provisions of Section 15 will apply.

14.

No amendments to the Approved EU SCCs other than to meet the requirements of Section 12 may be made.

15.

The following amendments to the Addendum EU SCCs (for the purpose of Section 12) are made:

a.

References to the “Clauses” means this Addendum, incorporating the Addendum EU SCCs;

b.

In Clause 2, delete the words:

“and, with respect to data transfers from controllers to processors and/or processors to processors, standard contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679”;

c.

Clause 6 (Description of the transfer(s)) is replaced with:

“The details of the transfers(s) and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred) are those specified in Annex I.B where UK Data Protection Laws apply to the data exporter’s processing when making that transfer.”;

d.

Clause 8.7(i) of Module 1 is replaced with:

“it is to a country benefitting from adequacy regulations pursuant to Section 17A of the UK GDPR that covers the onward transfer”;

e.

Clause 8.8(i) of Modules 2 and 3 is replaced with:

“the onward transfer is to a country benefitting from adequacy regulations pursuant to Section 17A of the UK GDPR that covers the onward transfer;”

f.

References to “Regulation (EU) 2016/679”, “Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation)” and “that Regulation” are all replaced by “UK Data Protection Laws”. References to specific Article(s) of “Regulation (EU) 2016/679” are replaced with the equivalent Article or Section of UK Data Protection Laws;

g.

References to Regulation (EU) 2018/1725 are removed;

h.

References to the “European Union”, “Union”, “EU”, “EU Member State”, “Member State” and “EU or Member State” are all replaced with the “UK”;

i.

The reference to “Clause 12(c)(i)” at Clause 10(b)(i) of Module one, is replaced with “Clause 11(c)(i)”;

j.

Clause 13(a) and Part C of Annex I are not used;

k.

The “competent supervisory authority” and “supervisory authority” are both replaced with the “Information Commissioner”;

l.

In Clause 16(e), subsection (i) is replaced with:

“the Secretary of State makes regulations pursuant to Section 17A of the Data Protection Act 2018 that cover the transfer of personal data to which these clauses apply;”;

m.

Clause 17 is replaced with:

“These Clauses are governed by the laws of England and Wales.”;

n.

Clause 18 is replaced with:

“Any dispute arising from these Clauses shall be resolved by the courts of England and Wales. A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of any country in the UK. The Parties agree to submit themselves to the jurisdiction of such courts.”; and

o.

The footnotes to the Approved EU SCCs do not form part of the Addendum, except for footnotes 8, 9, 10 and 11.

Amendments to this Addendum

16.

The Parties may agree to change Clauses 17 and/or 18 of the Addendum EU SCCs to refer to the laws and/or courts of Scotland or Northern Ireland.

17.

If the Parties wish to change the format of the information included in Part 1: Tables of the Approved Addendum, they may do so by agreeing to the change in writing, provided that the change does not reduce the Appropriate Safeguards.

18.

From time to time, the ICO may issue a revised Approved Addendum which:

a.

makes reasonable and proportionate changes to the Approved Addendum, including correcting errors in the Approved Addendum; and/or

b.

reflects changes to UK Data Protection Laws;

The revised Approved Addendum will specify the start date from which the changes to the Approved Addendum are effective and whether the Parties need to review this Addendum including the Appendix Information. This Addendum is automatically amended as set out in the revised Approved Addendum from the start date specified.

19.

If the ICO issues a revised Approved Addendum under Section 18, if any Party selected in Table 4 “Ending the Addendum when the Approved Addendum changes”, will as a direct result of the changes in the Approved Addendum have a substantial, disproportionate and demonstrable increase in:

a.

its direct costs of performing its obligations under the Addendum; and/or

a.

its risk under the Addendum,

and in either case it has first taken reasonable steps to reduce those costs or risks so that it is not substantial and disproportionate, then that Party may end this Addendum at the end of a reasonable notice period, by providing written notice for that period to the other Party before the start date of the revised Approved Addendum.

20.

The Parties do not need the consent of any third party to make changes to this Addendum, but any changes must be made in accordance with its terms.