Last updated: December 20, 2022

This GDPR Data Processing Addendum (“DPA”) is made part of the Master Services Agreement (“MSA”) entered into by and between Customer and ZipRecruiter, Inc. (“ZipRecruiter”) (collectively, the “Parties” and individually, a “Party”) pursuant to which Customer has subscribed to the Services as defined in the applicable MSA.

This DPA does not replace or supersede any agreement or addendum relating to the processing of personal data negotiated by Customer and referenced in the MSA, and any such individually negotiated agreement or addendum, shall apply instead of this DPA.  In the course of providing the Services to Customer pursuant to the MSA, ZipRecruiter may Process Personal Data on behalf of Customer that is subject to European Data Protection Law.

ZipRecruiter agrees to comply with the following provisions with respect to any Personal Data submitted by or for Customer to the Services or collected and processed by or for Customer through the Services. All capitalized terms not defined herein shall have the meaning set forth in the MSA.

Recitals

1. WHEREAS, in the course of providing Services to Customer under the MSA, the Parties anticipate that ZipRecruiter may Process Personal Data on behalf of Customer, including outside of the EEA and the United Kingdom;
2. AND WHEREAS, with respect to the Personal Data, Customer is a data controller under applicable European Data Protection Law;
3. AND WHEREAS, this DPA sets out the additional terms, requirements, and conditions on which ZipRecruiter will Process Personal Data when providing the Services under the MSA;
4. AND WHEREAS, this DPA contains the mandatory clauses required by Article 28(3) of the GDPR for contracts between controllers and processors.
5. NOW AND THEREFORE, the Parties, intending to be legally bound, hereby agree that the following constitutes the terms and conditions of the DPA:

Definitions

The following definitions are used in this DPA:

1. “Adequate Country” means a country or territory that has been approved by the European Commission pursuant to Article 25(6) of the EC Directive 95/46 or Article 45 of the GDPR or, as applicable, an equivalent provision under UK Data Protection Law, as ensuring an adequate level of protection for the processing of Personal Data.
2. “Affiliate” means, with respect to a Party, any corporate entity that, directly or indirectly, Controls, is Controlled by, or is under Common Control with such party (but only for so long as such Control exists);  An entity “Controls” another entity if it: (i) holds a majority of the voting rights in it; (ii) is a member or shareholder of it and has the right to remove a majority of its board of directors or equivalent managing body; (iii) is a member or shareholder of it and controls alone or pursuant to an agreement with other shareholders or members, a majority of the voting rights in it; or (iv) has the right to exercise a dominant influence over it pursuant to its constitutional documents or pursuant to a contract; and two entities are treated as being in “Common Control” if either controls the other (directly or indirectly) or both are controlled (directly or indirectly) by the same entity.
3. “Applicable Law” means as applicable and binding on the Customer, ZipRecruiter and/or the Services:

1. any law, statute, regulation, bylaw, or subordinate legislation in force from time to time to which a Party is subject and/or in any jurisdiction that the Services are provided to or in respect of;
2. the common law and laws of equity as applicable to the parties from time to time;
3. any binding court order, judgment, or decree; or
4. any applicable direction, policy, rule, or order that is binding on a party and that is made or given by any regulatory body having jurisdiction over a party or any of that party’s assets, resources, or business.

4. “Data Protection Losses” means all liabilities, including all:

1. costs (including legal costs), claims, demands, actions, settlements, interest, charges, procedures, expenses, losses, and damages (including relating to material or non- material damage); and
2. to the extent permitted by Applicable Law:

1. administrative fines, penalties, sanctions, liabilities, or other remedies imposed by a Supervisory Authority;
2. compensation which is ordered by a Supervisory Authority to be paid to a Data Subject; and

3. the reasonable costs of compliance with investigations by a Supervisory Authority.

5. “Disclosure Request” means a request for Processing of, access to, or disclosure of Personal Data from a Supervisory Authority, or other governmental regulator, law enforcement authority, or state or federal security body of any country that is not located in the EEA.
6. “EEA” means the European Economic Area (i.e., the 27 member states of the European Union, together with Iceland, Liechtenstein, and Norway).
7. “European Data Protection Law” means (i) all laws and regulations of the EEA and each of its member states relating to data protection, the processing of Personal Data, privacy and/or electronic communications, including the GDPR (“EEA Data Protection Law”); and (ii) UK Data Protection Law; in each case including any Applicable Law replacing, amending, extending, re-enacting or consolidating any of the above laws or regulations from time to time and as applicable to the Processing of Personal Data under the MSA.
8. “EEA Standard Contractual Clauses” means the Standard Contractual Clauses set out in the Annex to the European Commission’s Decision (EU) 2021/914 of 4 June 2021 on standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council, a completed copy of which comprises Appendix 2.
9. “GDPR” means the General Data Protection Regulation (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).
10. “Personal Data” means all data which is defined as ‘personal data’ under European Data Protection Law and to which European Data Protection Law applies and which is provided by Customer to ZipRecruiter, and Processed by ZipRecruiter as a Data Processor as part of its provision of the Services to Customer under the MSA.
11. “Processing”, “Data Controller”, “Data Subject” and “Data Processor” shall have the meanings ascribed to them in European Data Protection Law. The terms “data exporter” and “data importer” have the meanings set out in the applicable Standard Contractual Clauses.
12. “Restricted Transfer” means a transfer of Personal Data which, subject to the paragraph below, is:

1. from a data exporter subject to EEA Data Protection Law which is only permitted in accordance with GDPR if a Transfer Mechanism is applicable to that transfer (“EEA Restricted Transfer”); and/or
2. from a data exporter subject to UK Data Protection Law which is only permitted in accordance with UK Data Protection Law if a Transfer Mechanism is applicable to that transfer (“UK Restricted Transfer”).

Transfers of Personal Data will not be considered an EEA Restricted Transfer or UK Restricted Transfer where:

1. the jurisdiction to which the Personal Data is transferred is an Adequate Country; or
2. the transfer falls within the terms of a derogation as set out in Article 49 of the GDPR or, as applicable, an equivalent provision under UK GDPR.

13. “Standard Contractual Clauses” or “SCC” means each of the EEA Standard Contractual Clauses and the UK IDTA Addendum.
14. “Supervisory Authority” shall have the meaning ascribed to it in EEA Data Protection Law, or shall mean the Information Commissioner Office under UK Data Protection Law
15. “Transfer Mechanism” means the Standard Contractual Clauses or any other appropriate safeguards under article 46 of the GDPR or equivalent provision under UK Data Protection Law applicable to a relevant transfer of Personal Data that has the effect of permitting that transfer.
16. “UK Data Protection Law” means all laws relating to data protection, the processing of Personal Data, privacy and/or electronic communications in force from time to time in the United Kingdom, including the United Kingdom General Data Protection Regulation and the UK Data Protection Act 2018.
17. “UK IDTA Addendum” means the UK international data transfer agreement (IDTA) addendum to the EEA Standard Contractual Clauses for international data transfers, version B1.0, which entered into force on 21 March 2022, a completed copy of which comprises Appendix 3.
18. “ZipRecruiter Group” means ZipRecruiter and any of its Affiliates.

Data Protection Terms

1. GENERAL

1. The Appendices and Annexes attached to this DPA form part of this DPA and will have effect as if set out in full in the body of this DPA. Any reference to this DPA includes the Appendices and Annexes.
2. In the case of conflict or ambiguity between:

1. any provision contained in the body of this DPA and any provision contained in an Appendix (except for the executed SCCs), the provision in the body of this DPA will prevail;
2. any provision contained in the body of this DPA and any provision contained in the MSA, the conflicting provision of this DPA will prevail; and
3. any provision contained in the body of this DPA and any provision contained in the SCC, the conflicting provision of the SCC will prevail.

2. STATUS OF THE PARTIES; PURPOSES OF PROCESSING

1. The purpose of this DPA is to ensure compliance with European Data Protection Law with regard to the Processing of Personal Data.
2. The Parties acknowledge that for the purposes of European Data Protection Law, Customer is the Data Controller and ZipRecruiter is the Data Processor.
3. The type of Personal Data Processed pursuant to this DPA, the subject matter, duration, nature and purpose of the Processing, and the categories of Data Subjects, are as described in the DPA Appendix 1, and Annex I of DPA Appendix 2.
4. Customer retains control of the Personal Data and remains responsible for its compliance obligations under European Data Protection Law, including providing any required notices and obtaining any required consents, and for the Processing instructions it gives to ZipRecruiter (each, a “Processing Instruction”). Customer shall have sole responsibility for the accuracy, quality, and legality of Personal Data, and the means by which the Customer acquired Personal Data or instructed ZipRecruiter to Process Personal Data on its behalf as a Processor.
5. Each Party shall appoint an individual or department within its organization authorized to respond from time to time to inquiries regarding the Personal Data and each Party shall deal with such inquiries promptly, and within the timelines provided by European Data Protection Law.

3. CUSTOMER OBLIGATIONS AS DATA CONTROLLER

1. Customer warrants, represents, and undertakes, that:

1. Customer is subject to the requirements of European Data Protection Law;
2. all Personal Data sourced by Customer for use in connection with the Services, prior to such data being provided to, or Processed by, ZipRecruiter for the performance of the Services under the MSA and this DPA, shall comply in all respects, including in terms of its collection, storage, and otherwise Processing (which shall include Customer providing all of the required Processing disclosures to, and obtaining all necessary consents from, Data Subjects), with European Data Protection Law; and
3. all instructions given by Customer to ZipRecruiter in respect of Personal Data shall at all times be in accordance with European Data Protection Law.

2. The Customer shall not withhold, delay, or condition its agreement to any change requested by ZipRecruiter in order to ensure the Services and ZipRecruiter (and each sub-processor) can comply with European Data Protection Law.

4. PROCESSING OF PERSONAL DATA

1. ZipRecruiter’s Processing Obligations

1. ZipRecruiter shall Process Personal Data only on documented instructions from the Customer and for the specific purpose(s) and duration as set out in DPA Appendix 1, and shall act only in accordance with: (i) this DPA, (ii) the obligations of ZipRecruiter under the MSA, and (iii) as required by Applicable Law.
2. ZipRecruiter shall notify Customer if, in its opinion, Customer’s instructions would not comply with European Data Protection Law.

2. Security and Confidentiality

1. ZipRecruiter shall implement the technical and organizational measures specified in Annex II of DPA Appendix 2 to ensure a level of security appropriate to the risks that are presented by the Processing of Personal Data, in particular protection against accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data. For the avoidance of doubt, the technical and organizational measures specified in Annex II of DPA Appendix 2 shall apply to the Processing that ZipRecruiter will undertake under the MSA irrespective of whether or not Personal Data is subject to any Restricted Transfer.
2. ZipRecruiter shall take reasonable steps to ensure that only authorized personnel have access to such Personal Data and that any persons whom it authorizes to have access to the Personal Data are under obligations of confidentiality.
3. ZipRecruiter shall notify Customer without undue delay of any known incident of unauthorized or accidental disclosure of or access to any Personal Data by any of its personnel, sub-processors, or any other identified or unidentified third party (a, “Security Incident”).
4. ZipRecruiter shall, at Customer’s sole expense, assist Customer in ensuring compliance with Customer’s obligations pursuant to Articles 32 to 36 of the GDPR (or any similar obligations under European Data Protection Law, where applicable) taking into account the nature of the Processing and the information available to ZipRecruiter.
5. ZipRecruiter shall provide Customer with reasonable cooperation and assistance in respect of a Security Incident and all reasonable information in ZipRecruiter’s possession concerning such Security Incident insofar as it affects Customer, including the following to the extent then known:

1. the nature of the Security Incident;
2. the categories and approximate number of Personal Data records concerned;
3. the categories and approximate number of Data Subjects concerned;
4. a summary of the likely consequences of the Security Incident; and
5. the measures taken or proposed to be taken by ZipRecruiter to address the Security Incident and, where appropriate, mitigate any damage.

Where, and insofar as, it is not possible to provide all this information at the same time, the initial notification to Customer shall contain the information then-available to ZipRecruiter, and further information shall, as it becomes available, subsequently be provided by ZipRecruiter to Customer without undue delay.

6. ZipRecruiter shall not make any public announcement about a Security Incident (a “Breach Notice”) without the prior written consent of Customer, except where required to do so by Applicable Law.

3. Rights of Data Subjects. ZipRecruiter shall notify Customer if it receives a request from a Data Subject to access, rectify, or erase that individual’s Personal Data, or if a Data Subject objects to the Processing of, or makes a data portability request in respect of, such Personal Data (each, a “Data Subject Request”). ZipRecruiter will forward the Data Subject Request to Customer and/or advise the individual to submit the Data Subject Request directly to Customer. ZipRecruiter further reserves the right to disclose Customer’s identity to the applicable Data Subject making a Data Subject Request and/or to any law enforcement, regulatory, Supervisory Authority or any third party in relation to any Data Subject Request. If Customer requires assistance from ZipRecruiter to respond to any specific Data Subject Request, ZipRecruiter shall provide reasonable assistance to the extent it is able, in line with Applicable Law; provided, however, that Customer shall cover all costs incurred by ZipRecruiter on a time and materials basis, in connection with its provision of such assistance.
4. Disclosure Requests. Where European Data Protection Law or the Standard Contractual Clauses require ZipRecruiter to notify Customer when it receives a Disclosure Request, ZipRecruiter reserves the right to disclose Customer’s identity to any Supervisory Authority, governmental regulator, law enforcement, or any third party submitting the Disclosure Request. If Customer requires assistance from ZipRecruiter to respond to any specific Disclosure Request, ZipRecruiter shall provide reasonable assistance to the extent it is able, in line with Applicable Law; provided, however, that Customer shall cover all costs incurred by ZipRecruiter on a time and materials basis, in connection with its provision of such assistance.
5. Return or Deletion of Personal Data. Upon termination of the MSA for any reason or expiry of its term, ZipRecruiter shall delete or destroy or, if directed in writing by Customer, return and not retain, all or any Personal Data Processed by ZipRecruiter in ZipRecruiter’s possession or control; provided, however, that if any Applicable Law requires ZipRecruiter to retain any Personal Data that ZipRecruiter would otherwise be required to return or destroy (other than any retention period identified in Appendix 1), ZipRecruiter will notify Customer in writing (email suffices) of that retention requirement, giving details of the Personal Data that it must retain, the legal basis for retention, and establishing a specific timeline for destruction once the retention requirement ends.
6. Assistance to Customer. Taking into account the nature of Processing and the information available to ZipRecruiter, ZipRecruiter shall provide such assistance to Customer as Customer reasonably requests in relation to Customer’s obligations under European Data Protection Law with respect to:

1. data protection impact assessments (as such term is defined in the GDPR) including any prior consultation required by Article 36 of the GDPR (or equivalent provision of European Data Protection Law);
2. notifications to the Supervisory Authority under European Data Protection Law and/or communications to Data Subjects by Customer in response to any Security Incident; and
3. Customer’s compliance with its obligations under the GDPR with respect to the security of Processing;

provided that Customer shall reimburse ZipRecruiter for all costs incurred in connection with its provision of such assistance.

5. SUB-PROCESSING

1. Customer grants a general authorization to: (1) ZipRecruiter to appoint other members of the ZipRecruiter Group as Sub-processors (defined below), and (2) ZipRecruiter and other members of the ZipRecruiter Group to engage third-party sub-processors or service providers to support the performance and fulfillment of the Services contemplated under the MSA (each, a “Sub-processor”).
2. Customer agrees that ZipRecruiter may engage Sub-processors to fulfill its obligations under the MSA and this DPA, and Customer approves those Sub-processors listed in Appendix 1 of this DPA and/or (where applicable) the Sub-processors listed on the applicable ZipRecruiter-owned website. ZipRecruiter should communicate the names of new and/or replacement Sub-processors by notifying Customer at least 10 days in advance of any changes to the list of Sub-processors in place, including a general description of the Processing to be undertaken by the Sub-processor(s) (except for deletions of Sub-processors without replacement) (the “Sub-Processor Change Notice”).  The Sub-Processor Change Notice should be provided to Customer at the email address listed in Section 10(a) below and may include a reference to Sub-processor changes on an applicable ZipRecruiter website.
3. If Customer has a reasonable objection to any new or replacement Sub-processor in the Sub-Processor Change Notice, it shall send a notice to ZipRecruiter within ten (10) days of receipt of the notice regarding the new Sub-processor and such notice must detail the reasons for such objections (“Sub-Processor Objection”).  Any such notice must be sent by email to the addresses listed in Section 11(a) below.  If ZipRecruiter is reasonably able to provide the Services to Customer in accordance with the MSA without using the Sub-processor that is the subject of the objection, and decides in its discretion to do so, then Customer will have no further rights under this Section 5 in respect of the proposed use of the Sub-processor.  If ZipRecruiter requires use of the Sub-processor in its discretion and following ZipRecruiter’s response to Customer to that effect, Customer continues to object to the Sub-processor that is the subject of the Sub-Processor Objection, Customer may terminate the MSA with at least thirty (30) days prior written notice to ZipRecruiter. Such notice of termination shall be sent to the General Counsel of ZipRecruiter by email to the email address provided in Section 11(A).
4. If Customer does not provide a timely objection to any Sub-Processor Change Notice in accordance with Section 6(C), Customer will be deemed to have consented to the applicable Sub-processor and waived its right to object.  
5. ZipRecruiter will ensure that any Sub-processor it engages to provide an aspect of the Service on its behalf in connection with this DPA does so only on the basis of a written contract which imposes on such Sub-processor terms substantially no less protective of Personal Data than those imposed on ZipRecruiter in this DPA (the “Relevant Terms”). ZipRecruiter shall procure the performance by such Sub-processor of the Relevant Terms and shall be liable to Customer for any breach by such person of any of the Relevant Terms.

6. AUDIT AND RECORDS

1. ZipRecruiter shall, in accordance with European Data Protection Law, make available to Customer such information in ZipRecruiter’s possession or control as Customer may reasonably request with a view to demonstrating ZipRecruiter’s compliance with the obligations of Data Processors under this DPA in relation to its Processing of Personal Data, subject to Customer:

1. giving ZipRecruiter reasonable prior notice of such information request;
2. ensuring that all information obtained or generated by Customer or its auditor(s) in connection with such information requests is kept strictly confidential (save for disclosure to the Supervisory Authority or as otherwise required by Applicable Law); and
3. paying ZipRecruiter’s reasonable costs for assisting with the provision of information.

2. Customer may exercise its right of audit under European Data Protection Law in relation to Personal Data, through ZipRecruiter providing:

1. an audit report not older than eighteen (18) months, prepared by an independent external auditor demonstrating that ZipRecruiter’s technical and organizational measures are sufficient and in accordance with an accepted industry audit standard; and
2. additional information in ZipRecruiter’s possession or control to a Supervisory Authority when it requests or requires additional information in relation to the Processing of Personal Data carried out by ZipRecruiter under this DPA.

3. Any audit or inspection under Section 7(B) above shall be undertaken during normal business hours, with minimal disruption to ZipRecruiter’s business, the Sub-processors’ business and the business of other customers of ZipRecruiter.

7. DATA TRANSFERS (STANDARD CONTRACTUAL CLAUSES)

1. The Parties shall have in place a Transfer Mechanism in respect of any Restricted Transfer.
2. To the extent the Services involve an EEA Restricted Transfer, the Parties agree that the EEA Standard Contractual Clauses set out in Appendix 2 will apply in respect of that transfer of Personal Data. In accordance with the above, the parties have selected:

1. “MODULE TWO” under the EEA Standard Contractual Clauses in respect of an EEA Restricted Transfer where Personal Data is transferred from Customer (as ‘data exporter’) to ZipRecruiter (as ‘data importer’) in ZipRecruiter’s provision of Services to Customer under the MSA.

3. The Parties agree that “MODULE ONE”, “MODULE THREE”, and “MODULE FOUR” under the EEA Standard Contractual Clauses shall not apply to the Processing of Personal Data by ZipRecruiter.
4. To the extent the Services involve a UK Restricted Transfer where Personal Data is transferred from Customer (as ‘data exporter’) to ZipRecruiter (as ‘data importer’), the Parties agree that the UK IDTA Addendum set out in Appendix 3 will apply in respect of that transfer of Personal Data.
5. Where any updates, new versions, or amendments to, or replacement of, an existing Transfer Mechanism is approved by the competent authority/ies (including, where applicable, the European Commission, a UK Government Department or a competent regulatory authority) during the term of this DPA (“New Transfer Mechanism”), the New Transfer Mechanism will be deemed to replace the applicable Transfer Mechanism from the date on which the new Transfer Mechanism takes effect under European Data Protection Law and both Parties will take such steps as is necessary to implement and incorporate the new Transfer Mechanism. As soon as the New Transfer Mechanism takes effect, the Parties will take all steps to implement such New Transfer Mechanism, including working together to amend the DPA and its annexes to reflect the applicable changes.
6. Customer acknowledges and accepts that the provision of the Services under the MSA may require the Processing of Personal Data by Sub-processors in countries outside the EEA or the UK.
7. Without prejudice to Section 6, if, in the performance of this DPA, ZipRecruiter’s Processing of Personal Data involves any Restricted Transfer (including, in respect of any EEA Restricted Transfer, onward transfer of Personal Data to a Sub-processor that is not subject to the GDPR), ZipRecruiter shall in advance of any such Restricted Transfer ensure that a Transfer Solution is in place.
8. In the event that Customer as data exporter is required to provide a copy of the EEA Standard Contractual Clauses to a Data Subject pursuant to Clause 8, Customer shall redact all business and confidential information contained in such EEA Standard Contractual Clauses prior to sharing a copy, including redacting the following: (a) all of Annex I.B (Description of the Transfer), (b) all of Annex II; (c) all of Annex III (list of Sub-processors); provided that this provision shall not be construed to prevail over any conflicting clause of the EEA Standard Contractual Clauses.

8. LIABILITY, INDEMNITIES

1. Customer shall indemnify and keep indemnified ZipRecruiter in respect of all Data Protection Losses suffered or incurred by, awarded against or agreed to be paid by, ZipRecruiter and any Sub-processor arising from or in connection with any:

1. non-compliance by Customer with European Data Protection Law;
2. Processing carried out by ZipRecruiter or any Sub-processor pursuant to any Processing Instruction that infringes any European Data Protection Law; or
3. breach by Customer of any of its obligations under this DPA, except to the extent ZipRecruiter is liable under Section 9(B).

2. ZipRecruiter shall be liable for Data Protection Losses in connection with this DPA subject to Section 12(B) and:

1. only to the extent caused by the Processing of Protected Data under the MSA and directly resulting from ZipRecruiter’s breach of its obligations under the DPA; and
2. in no circumstances to the extent that any Data Protection Losses (or the circumstances giving rise to them) are contributed to or caused by any breach of this DPA by Customer.

3. This Section 9 is intended to apply to the allocation of liability for Data Protection Losses as between the Parties, including with respect to compensation to Data Subjects, notwithstanding any provisions under European Data Protection Law to the contrary, except: (i) to the extent not permitted by Applicable Law (including European Data Protection Law); and (ii) that it does not affect the liability of either Party to any Data Subject.
4. The Indemnified Party shall give the Indemnifying Party prompt notice of the relevant claim; provided, however, that failure to provide such notice shall not relieve the Indemnifying Party from its liability or obligation hereunder except to the extent of any material prejudice directly resulting from such failure. The Indemnified Party will allow the Indemnifying Party the sole control of the defense and related settlement negotiations for such claim, provided, however, that, the Indemnifying Party may not, without the Indemnified Party’s prior written consent, which the Indemnified Party shall not unreasonably withhold, condition, or delay, settle or compromise any claim unless such settlement or compromise: (i) includes an unconditional release of the Indemnified Party from all liability arising out of such claim; and (ii) does not contain any admission or statement suggesting any wrongdoing or liability on behalf of Indemnified Party. The Indemnified Party will assist and cooperate in the defense and settlement negotiations as requested by the Indemnifying Party so long as the Indemnifying Party pays the Indemnified Party’s out-of-pocket expenses associated with such assistance and cooperation.

9. TERM & TERMINATION

1. This DPA shall terminate automatically on the date, which is the earlier to occur of (i) the expiration or termination of the MSA ; or (ii) the date that ZipRecruiter ceases to Process Personal Data under the MSA .
2. Any provision of this DPA that expressly or by implication should come into or continue in force on or after termination of the MSA in order to protect Personal Data will remain in full force and effect.
3. If a change in any European Data Protection Law prevents either Party from fulfilling all or part of its obligations under the MSA, the Parties will suspend the Processing of Personal Data until that Processing complies with the new requirements. If the Parties are unable to bring the Personal Data Processing into compliance with European Data Protection Law, they may terminate the MSA on written notice to the other Party.

10. REQUIRED NOTICES

1. All notices required to be provided to ZipRecruiter under this DPA shall be sent via email to [email protected], with a copy sent by overnight courier services to: ZipRecruiter, Inc., 604 Arizona Avenue, Santa Monica, CA 90401, Attention: Privacy and Business Affairs.
2. All notices required to be provided to Customer under this DPA shall be sent via email to the email address that appears on the MSA or in the Customer JBIO admin account.

11. GENERAL

1. This DPA is without prejudice to the rights and obligations of the Parties under the MSA which shall continue to have full force and effect. In the event of any conflict between the terms of this DPA and the terms of the MSA, the terms of this DPA shall prevail so far as the subject matter concerns the Processing of Personal Data.
2. ZipRecruiter’s liability under or in connection with this DPA (including under the Standard Contractual Clauses) is subject to the limitations on liability contained in the MSA.  Nothing in this DPA will limit ZipRecruiter’s liability in respect of personal injury or death or for any other liability or loss which may not be limited by agreement under applicable law.
3. Except as expressly required under the Standard Contractual Clauses, this DPA does not confer any third-party beneficiary rights, it is intended for the benefit of the Parties hereto and their respective permitted successors and assigns only, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.
4. Subject to the applicable SCC, this DPA and any action related thereto shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any conflicts of laws principles.  The Parties consent to the personal jurisdiction of, and venue in, the courts of Los Angeles, California.
5. This DPA is the final, complete, and exclusive agreement of the Parties with respect to the subject matter hereof and supersedes and merges all prior discussions and agreements between the Parties with respect to such subject matter. Other than in respect of statements made fraudulently, no other representations or terms shall apply or form part of this DPA.  No modification of, amendment to, or waiver of any rights under the DPA will be effective unless in writing and signed by an authorized signatory of each Party. This DPA may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement.
6. Each Party represents and warrants to the other that the acceptance and delivery of this DPA, and the performance of such party’s obligations hereunder, have been duly authorized and that this DPA is a valid and legally binding agreement on each such Party, enforceable in accordance with its terms.

DPA Appendix 1

Details of the Personal Data Processing

1.         Categories of Data Subjects

Customer End Users that are website visitors, job seekers, or employers that utilize the Customer Website(s).

2.         Categories of Personal Data

ZipRecruiter shall process data to provide the Services pursuant to the MSA and the DPA. ZipRecruiter shall process information about Customer’s end users (each, an “End User”) of the Job Board. As an example, in a standard Job Board implementation, Customer may allow the following personal data to be processed by ZipRecruiter:

• All End Users (including Website Visitors, Job Seekers, and Employers):

• IP address
• Location (derived from IP address)
• User agent string (i.e., device type, browser, user agent name and version)
• Browser and session cookies
• Click-level and page view data
• Internal tracking ID

• Job Seeker End Users:

• Name
• Email address
• Password (encrypted)
• Job seeker profile information (including, but not limited to, telephone number, profile image, professional information, education history, and work history)
• Application details (such as a resume and cover letter)
• Job search query terms (such as job search location and keyword)
• Email opt-in or unsubscribe information

• Employer End Users:

• Username or email address
• Company name, logo, URL, and physical address
• Password (encrypted)
• Job Ad information (such as job title, location, type, description, compensation data, and application method)
• Payment card information (e.g., credit card number, security code (CVC), card expiration, and Zip/postal code)
• Job seeker profile and application view data, and any contact with a Job Seeker on the Job Board

For a detailed list of data processed and associated processing activities based on the Services provided, please email [email protected].

3.         Sensitive data processed

No sensitive data is intended to be Processed under the MSA.

4.         Subject matter and nature of the processing

The provision of Services by ZipRecruiter to Customer pursuant to the MSA.

6.         Duration of the processing

The Processing will generally continue until the date which is the earlier to occur of: (a) the expiration or termination of the MSA, or (b) the date upon which Processing is no longer necessary for the purposes of either Party performing its obligations under the MSA (to the extent applicable).

ZipRecruiter shall have the right to retain or otherwise delete Personal Data stored pursuant to the MSA in the ordinary course of business, pursuant to its retention schedules for Customer materials; provided, however, that ZipRecruiter will delete Personal Data as required by this DPA and European Data Protection Law.

8.         Approved Sub-Processors

A current list of Sub-processors for the Services, including identities of those Sub-processors and their country of location, is identified in Annex III of Appendix 2.

DPA Appendix 2

EEA Standard Contractual Clauses

2021 Standard Contractual Clauses extracted from the Commission Implementing Decision (EU) 2021/914 of 4 June 2021 Annex on standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council

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) (^[1]) 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 – Module One: Clause 8.5 (e) and Clause 8.9(b); Module Two: Clause 8.1(b), 8.9(a), (c), (d) and (e); Module Three: Clause 8.1(a), (c) and (d) and Clause 8.9(a), (c), (d), (e), (f) and (g); Module Four: Clause 8.1 (b) and Clause 8.3(b);
3. Clause 9 – Module Two: Clause 9(a), (c), (d) and (e); Module Three: Clause 9(a), (c), (d) and (e);
4. Clause 12 – Module One: Clause 12(a) and (d); Modules Two and Three: Clause 12(a), (d) and (f);
5. Clause 13;
6. Clause 15.1(c), (d) and (e);
7. Clause 16(e);
8. Clause 18 – Modules One, Two and Three: Clause 18(a) and (b); Module Four: Clause 18.

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 – Optional

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.

MODULE TWO: Transfer controller to processor

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 (^[2]) (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 noncompliance. 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

MODULE TWO: Transfer controller to processor

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 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. (^[3]) 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

MODULE TWO: Transfer controller to processor

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.

MODULE TWO: Transfer controller to processor

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

MODULE TWO: Transfer controller to processor

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 subprocessor) 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

MODULE TWO: Transfer controller to processor

1. [Where the data exporter is established in an EU Member State:] 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.

[Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) and has appointed a representative pursuant to Article 27(1) of Regulation (EU) 2016/679:] The supervisory authority of the Member State in which the representative within the meaning of Article 27(1) of Regulation (EU) 2016/679 is established, as indicated in Annex I.C, shall act as competent supervisory authority.

[Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) without however having to appoint a representative pursuant to Article 27(2) of Regulation (EU) 2016/679:] The supervisory authority of one of the Member States in which the data subjects whose personal data is transferred under these Clauses in relation to the offering of goods or services to them, or whose behaviour is monitored, are located, 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

MODULE TWO: Transfer controller to processor

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 (^[4]);
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

MODULE TWO: Transfer controller to processor

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 noncompliance. 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

MODULE TWO: Transfer controller to processor

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 Ireland.

Clause 18

Choice of forum and jurisdiction

MODULE TWO: Transfer controller to processor

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 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.

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EEA Standard Contractual Clauses

ANNEX I

1. LIST OF PARTIES

Data exporter(s): [Identity and contact details of the data exporter(s) and, where applicable, of its/their data protection officer and/or representative in the European Union]

The Data Exporter is the entity identified as “Customer” in the MSA and the Customer’s name and contact details are listed in the account/Admin panel.

Role (controller/processor): Controller

Data importer(s): [Identity and contact details of the data importer(s), including any contact person with responsibility for data protection]

Name: ZipRecruiter, Inc.

Address: 604 Arizona Ave., Santa Monica, CA 90401, United States

Contact person’s name, position and contact details:

Privacy Team

[email protected]

EU GDPR Representative:

ZipRecruiter, Inc.

C/o MCF Legal Technology Solutions Limited Riverside One

Sir John Rogerson’s Quay

Dublin 2, D02 X576, Ireland

Email: [email protected]

Activities relevant to the data transferred under these Clauses: Data importer’s provision of the Services described in the MSA.

Role (controller/processor): Processor

2. DESCRIPTION OF TRANSFER

1. Categories of data subjects whose personal data is transferred

The personal data transferred concern the categories of data subjects defined in DPA Appendix 1.

2. Categories of personal data transferred

The personal data transferred concern the categories of data defined in DPA Appendix 1.

3. Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialised training), keeping a record of access to the data, restrictions for onward transfers or additional security measures

Not applicable. No sensitive data is intended to be Processed under the MSA.

4. The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis)

Continuous

5. Nature of the processing

The Processing will comprise the Processing necessary to provide the Services to Customer pursuant to the MSA.

6. Purpose(s) of the data transfer and further processing

For data importer to provide the Services to data exporter pursuant to the Agreement. The specific purposes of the data transfer and further processing are detailed in DPA Appendix 1.

7. The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period

The Processing will generally continue until the date which is the earlier to occur of: (a) the expiration or termination of the Agreement, or (b) the date upon which Processing is no longer necessary for the purposes of either Party performing its obligations under the Agreement (to the extent applicable).

ZipRecruiter shall have the right to retain or otherwise delete Personal Data stored pursuant to the Agreement in the ordinary course of business, pursuant to its retention schedules for client materials; provided, however, that ZipRecruiter will delete Personal Data as required by these Standard Contractual Clauses.

8. For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing

As per Annex III.

3. COMPETENT SUPERVISORY AUTHORITY

The supervisory authority shall be the competent supervisory authority that has supervision over the Customer in accordance with Clause 13 of the EEA Standard Contractual Clauses.

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EEA Standard Contractual Clauses

ANNEX II

TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA

The Data Importer’s Security and Compliance overview located at https://www.ziprecruiter.global/en/security provides an overview of the technical and organizational security measures that Data Importer has implemented. For a detailed description of the technical and organisational measures implemented by the data importer, please email [email protected].

 FULFILLING DATA SUBJECT RIGHTS

Data importer provides the following technical and organizations measures through the Services for data exporter to fulfill its obligations to respond to data subjects’ requests for the exercise of their rights under the GDPR:

• Data subjects with an account on data exporter’s Website can log in to their account to directly exercise their right to access, rectify, erase, request data portability, object to processing, withdraw consent, or update account preferences. 
• Through the administrative portal, data exporter also has the ability to directly manage and respond to data subject requests, including right to access, rectification, erasure, restrict processing, request data portability, object to processing, or withdraw consent.
• Ifdata exporter needs further assistance in responding to data subject requests, it can email the ZipRecruiter Data Response Handling Team (“DSARs Team”) at [email protected], with a copy to [email protected]. 

TRANSPARENCY REPORTS

The data importer shall provide information relating to requests from public authorities (if any) on a periodic basis on the following web page: https://www.ziprecruiter.global/en/transparency-report.  

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EEA Standard Contractual Clauses

ANNEX III

LIST OF SUB-PROCESSORS

For the purposes of Clause 9 of these Clauses, the Data Exporter hereby consents to the Data Importer subcontracting any or all of its data processing operations performed under these Clauses to the extent permitted and in accordance with the DPA. Further, the Parties agree that:

1. The controller has authorized the use of the current Sub-processors identified at www.jobboard.io/Subprocessor-List; and

2. Prior notification of updates to the list of Sub-processors requires Data Exporter to first submit a request for such notifications in writing to ZipRecruiter by emailing [email protected]. Data Importer will then provide Data Exporter with a notice of Sub-processor updates in accordance with the DPA.

DPA Appendix 3

UK International Data Transfer Addendum

to the EU Commission Standard Contractual Clauses

Part 1: Tables

Table 1: Parties

Table 2: Selected SCCs, Modules, and Selected Clauses

Table 3: Appendix Information

“Appendix Information” means the information which must be provided for the selected modules as set out in the Appendix of the Approved EU SCCs (other than the Parties), and which for this Addendum is set out in:

Table 4: Ending this Addendum when the Approved Addendum Changes

Part 2: Mandatory Clauses

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