AdThrive Service Agreement

Last updated: April 29, 2020

Your use of the AdThrive services is subject to the following terms and conditions (the “agreement”). Use of the AdThrive services indicates that you accept these terms and conditions. The Services are available only to individuals who are at least 18 years old and to companies that are appropriately licensed and otherwise legally permitted to conduct business. You represent and warrant that (a), if you are an individual, you are at least 18 years old, and (b) if you represent a company, that company is appropriately licensed and is legally permitted to conduct business. In this Agreement, We use “We” interchangeably with “AdThrive” and “You” to refer to the individual or entity identified by enrolling using the Dashboard interchangeably with “Client”. If you operate a company to run your Site, then you should enroll the company.

Entire Agreement; Amendments. This Agreement constitutes the entire and only agreement between Client and AdThrive, LLC (“AdThrive”), and supersedes all other agreements, representations, warranties and understandings with respect to the Services. We may amend this agreement at any time by posting a notice of the updates to the Dashboard. If we believe the changes are material, we’ll always try to reach you via email as well.

Exclusivity. The Services are exclusive in the sense that you agree not to appoint any third party to provide similar Ad Optimization Services for the Site during the term of this Agreement, including on all platforms of your Site, like mobile and tablet versions of the Site.

Performance of Services. The performance of the Services includes the following: (a) selling Ads for the Site, (b) recommending the layout for the Site including placement, size and formats for Ads; (c) embedding the AdThrive Codes in the Site; and (d) optimizing the value of each Ad impression on the Site.

Implementation of Services. You agree to comply with any Technical and Implementation Requirements provided, on the Dashboard or otherwise in writing, including embedding the AdThrive Codes on the Site according to our instructions and not modifying the AdThrive Code in any manner.

Services Term. This Agreement will be effective as of the date AdThrive activates Client’s Services account and will continue until terminated as provided in this Agreement (the “Term”). You may terminate this Agreement, at any time by sending written notice to support@AdThrive.com. This Agreement will be deemed terminated within thirty (30) calendar days of AdThriveʼs receipt of Client’s notice. We may terminate this Agreement, or suspend or terminate all or part of the Services, at any time by providing notice to Client.

Fees. We agree to pay Client a monthly fee equal to at least 75% of Revenue from Ad Services for the Site during each calendar month during the term of this Agreement, regardless of whether any amounts reported are actually received by us. We will report the Client’s revenue share in the Dashboard. Note that daily total amounts reported in the Dashboard can be revised to correct technical or reporting errors, usually within 48 hours of the initial report. We will submit the fee to our payment processor for payment within 45 days after the end of each calendar month (excluding delays due to third parties such as payment processors or mail services).

Compliance with AdThrive Policies. We will have no obligation to provide Ads or other Services if the Site is not in compliance with the requirements of this Agreement and the AdThrive Policies found in the Dashboard. If we become aware and determine in our sole discretion that the Site is not in compliance with any of the AdThrive Policies, we may terminate this Agreement and/or suspend the Services without any liability to you. You agree to ensure that the site: (i) does not violate the intellectual property rights or any other rights of any third party; (ii) does not violate any applicable law; (iii) does not contain any content that is pornographic, obscene or otherwise violates this Agreement; (iv) does not encourage or require anyone to click on Ads, (v) includes appropriate disclosures of any compensation related to a product, service or advertiser in any post or article according to FTC guidelines and industry standards, and (vi) complies with any Third Party Terms.

Privacy Policy. You agree to have and abide by an appropriate privacy policy and comply with all applicable laws relating to the collection and use of information from end users of Services and App(s). You’ll post this privacy policy on the Site and the policy must provide notice and disclosure of your use of a third party cookie or other mechanism for a third party to collect end user traffic data. We’ve provided sample language in the Dashboard.

Third Party Terms. In addition, Client agrees to comply with any third party Terms and Conditions required to receive the Services, which may include terms for Ad Networks used by AdThrive, (for example, Google DoubleClick AdExchange terms and/or policies), or terms for third party software or technology (such as a video player). We will make any third party policies available to you via the Dashboard.

Prohibited Actions. You will not, and will not allow any third party to: (a) directly or indirectly access, launch and/or activate the Services through or from, or otherwise incorporate the Services in, any software application, website or other means other than the Site; (b) transfer, sell, lease, syndicate, sub-syndicate, lend, the Services or to them; (c) directly or indirectly generate impressions of or clicks on Ads, through any automated, deceptive, fraudulent or other invalid means (such as click spam, robots, macro Services, and Internet agents); (d) modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Services, AdThriveʼs then current protocol for accessing and implementing the Services, or any other AdThrive technology, content, data, routines, algorithms, methods, ideas design, user interface techniques, software, materials, and documentation; (e) remove, deface, obscure, or alter AdThriveʼs copyright notice, trademarks or other proprietary rights notices affixed to or provided as a part of the Services or any other AdThrive technology, software, materials and documentation; (f) create or attempt to create a substitute or similar service or product through use of or access to any of the Services or proprietary information related thereto; or (g) use any feature or functionality of the Services that could be so used, to personally identify and/or personally track individual end users or any other persons.

Use of Client Account Information. We agree not to use the Client Account Information for any purposes other than to provide the Services under this Agreement without the prior written consent of Client. The Services will include downloading Ad earnings and analytics into the Dashboard for your review and our analysis. You will protect any Services accounts, usernames or passwords and take full responsibility for Client’s own, and third party, use of any accounts, usernames or passwords for the Services. You will obtain AdThrive’s prior written consent for any third party use of the Services. If Client permits any third party to access your Services account, you agree to be liable for any such third party usage. Any data collected or accessed through the Services must be directly accessible by AdThrive. You agree not to use an intermediary who has direct access to data arising from the Services.

License to Services. We grant to Client a limited, revocable, non-transferable, non-exclusive and non-sublicensable license during the Term to use the Services solely for the purpose of displaying Ads and optimizing revenue on the Site. We do not grant any right, title or interest (including, without limitation, any implied license) in or to any AdThrive intellectual property rights; and all rights not expressly granted herein are reserved to AdThrive.

Data Use. AdThrive may retain and use data and other information relating to the Services, subject to applicable law and the terms of its Privacy Policy.

Confidentiality; Publicity. Each party agrees not to disclose the other party’s Confidential Information without the other party’s prior written consent. “Confidential Information” includes without limitation: (a) any data or statistics shared with the Client from reporting tools separate from the Dashboard, including Google Ad Management (GAM) Reports and any other reporting tools used by AdThrive; (b) any proprietary information relating to AdThrive’s software, technology, programming, specifications, materials, guidelines and documentation relating to the Services, including the existence and content of this Agreement and any information provided pursuant to the Agreement; (c) any other information designated in writing by either party as “Confidential” or an equivalent designation; and (d) information disclosed under circumstances that a reasonable person should know such information is confidential/proprietary.

Confidential Information does not include information that has become publicly known through no breach by the receiving party, or information that has been (i) independently developed without access to the disclosing party’s Confidential Information as evidenced in writing; (ii) rightfully received by the receiving party from a third party; or (iii) required to be disclosed by law or by a governmental authority. Neither party will use the other party’s name and logo in any news release, public announcement, advertisement, or other form of publicity without the prior written consent of the other party (which includes email), except that AdThrive may use Client’s name and logo to market your site directly to advertisers, advertising agencies, and other related third parties, but not in general ads available to the public.

Limitation of Liability. NEITHER PARTY WILL BE LIABLE TO THE OTHER OR ANY THIRD-PARTY CLAIMANT FOR ANY INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR LOST DATA COLLECTED THROUGH THE SERVICES), OR INCIDENTAL DAMAGES, WHETHER BASED ON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, INDEMNITY OR CONTRIBUTION, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE LIMITATIONS OR EXCLUSIONS IN THIS AND THE FOREGOING PARAGRAPH MAY NOT APPLY. In any event, AdThrive’s total cumulative liability to Client for any loss or damages resulting from any claims, demands, or actions arising out of or relating to this Agreement will not exceed the net amount paid to Client by AdThrive in the six month period immediately preceding the date of the claim.

Disclaimers; Representations and Warranties. We represent and warrant that: (i) We have the power and authority to grant the rights and perform the obligations to which We commit herein; and (ii) the Services will not knowingly violate the intellectual property rights of any third party. We do not represent or warrant that the Services are reliable, accurate, complete, or otherwise free from defects. Accordingly, We make the Services available for use “as is”, and any use thereof will be undertaken solely at Your own risk. We reserve the right, in our sole discretion, to include or cease providing the Services at any time (subject to notice as may be required herein). AdThrive does not give any warranties or otherwise promise that the Services will be of satisfactory quality, or that the Services will be fit for any particular purpose.

You represent and warrant that: (i) Client has and will maintain throughout the Term all end user consents and all rights, authorizations and licenses (including without limitation any copyright, trademark, patent, publicity or other rights) that are required with respect to the Site to permit AdThrive to perform the Services (including any rights needed to host, cache, route, transmit, store, copy, modify, distribute, perform, display, reformat, excerpt, analyze, and create algorithms from and derivative works of Ads or the Site); (ii) Client will not advertise anything illegal or engage in any illegal or fraudulent business practice; (iii) all of the information provided by Client to AdThrive to enroll in the Services is correct and current; (iv) Client has all necessary rights, power, and authority to enter into this Agreement and to perform the acts required of Client by this agreement; and (v) Client has complied and will continue to comply with all applicable laws, statutes, ordinances, and regulations (including without limitation the CAN-SPAM Act of 2003 and any relevant data protection or privacy laws) in Client’s operation of the Site.

Indemnification. You agree to defend, hold harmless and indemnify AdThrive and its affiliated companies, and each of their officers, directors, employees, agents, licensees (collectively, the “AdThrive Indemnitees”) from and against any and all liabilities, losses, damages, costs and expenses (including reasonable legal fees and expenses) relating to or arising out of or from (a) Client’s use or inability to use the Services; (b) Client’s violation of any terms of this Agreement or (c) Client’s violation of any applicable laws, rules or regulations.

Miscellaneous. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to the conflicts of laws provisions thereof. Any claims, legal proceeding or litigation arising in connection with the Agreement will be brought solely in the federal or state courts located in the borough of Manhattan, New York, and Client consents to the jurisdiction of such courts. CLIENT WAIVES ANY RIGHT TO LITIGATE ANY CLAIM ARISING UNDER THIS AGREEMENT OR RELATING TO THE SERVICES ON A CLASS ACTION, JOINT OR CONSOLIDATED BASIS OR ON BASES INVOLVING CLAIMS BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC (SUCH AS A PRIVATE ATTORNEY GENERAL), OTHER CLIENTS, OR ANY OTHER PERSONS. Neither party’s waiver of any default is a waiver of any subsequent default. Unenforceable provisions will be modified to reflect the parties’ intention, and remaining provisions of the Agreement will remain in full effect. Client may not assign any of Client’s rights hereunder and any such attempt is void (except to Client’s successor in the event of Client’s merger, acquisition or sale of all or substantially all or Client’s assets). AdThrive and Client are not legal partners or agents, but are independent contractors. Notwithstanding termination of this Agreement, the terms and conditions contained in this Agreement that by their sense and context are intended to survive the performance hereof by the parties hereunder shall survive and continue in effect.

Language. This Agreement shall be executed in the English language. If there is any discrepancy between the provisions of the English and another other language version of this Agreement, the provisions of the English version shall prevail and be used in interpreting this Agreement in all cases, and the provisions of any other language version shall not affect the interpretation of this Agreement.

Supplemental Terms. From time to time AdThrive may make available additional or different Services that require additional or different terms and conditions. In that event, you will be notified of such Supplemental Terms when enrolling for those Services, and those terms will become part of this Agreement.

Definitions

“Ads” means internet-based advertising displayed on the Site using the Services, including, without limitation, banner advertisements and text-based advertisements, and pre and post-roll video ads.

“Ad Account” means any account with an Ad Network that is owned by Client and related to the Site.

“Ad Networks” mean third-party advertising networks that connect and provide Ads to web sites that host Ads.

“Ad Services” means the ad sales, ad placement, and ad revenue optimization services provided by AdThrive.

“AdThrive Policies” means the policies for the Site required in order to use the Services, as found on the Dashboard. The AdThrive Policies may be updated from time to time by AdThrive by providing notice to Client in the Dashboard.

“AdThrive Codes” means the AdThrive and Ad Network software codes necessary to display Ad and otherwise use the Services.

“AdThrive Content” means any content produced or acquired by AdThrive or its affiliates that is licensed for display on the Site, which could include video content.

“Client” means any individual or entity identified by enrolling using the Dashboard. If you operate a company to run your Site, then you should enroll the company as the Client.

“Client Account Information” means the information provided by the Client upon enrollment necessary to access and modify the Site and the Ad Account(s), to the extent reasonably required by AdThrive for the provision of Ad Optimization Services, including, without limitation, user names, passwords, and bank information for payment.

“Confidential Information” has the meaning assigned to it in the section on “Confidentiality; Publicity.”

“Dashboard” means the website provided by AdThrive which Client can use to enroll for the Services, to manage your account, and review information regarding the Services, and related customer service platforms.

“Revenue” means the amounts promised to AdThrive by buyers of the Ads for the Site in a given month. By way of clarification, Revenue does not include any revenue from Ads that were not sold by AdThrive (such as for Ads sold directly by Client or via an Ad Network managed by Client), even if such revenue is reported in the Dashboard.

“Services” means the Ad Services and any other services offered by AdThrive that Client may enroll in using the Dashboard or by email or other communication.

“Site” means the blog or website owned and operated by Client that you specify during the enrolment.

“Technical and Implementation Requirements” means the operational requirements for use of the Services provided in writing or found in the Dashboard. These Technical and Implementation Requirements may be updated from time to time by AdThrive by providing notice to Client in the Dashboard.

DATA TRANSFER AGREEMENT ADDENDUM

This Data Transfer Agreement is made by and between AdThrive, LLC (hereinafter “data exporter”) and the Client (hereinafter “data importer”), each a “party”; together “the parties”.

The following are standard contractual clauses for the transfer of personal data from the EEA to third countries (controller to controller transfers):

Definitions

For the purposes of the clauses: (a) “personal data”, “special categories of data/sensitive data”, “process/processing”, “controller”, “processor”, “data subject” and “supervisory authority/authority” shall have the same meaning as in Directive 95/46/EC of 24 October 1995 (whereby “the authority” shall mean the competent data protection authority in the territory which asserts jurisdiction over the data exporter); (b) “the data exporter” shall mean the controller who transfers the personal data; (c) “the data importer” shall mean the controller who agrees to receive from the data exporter personal data for further processing in accordance with the terms of these clauses and who is not subject to a third country’s system ensuring adequate protection; (d) “clauses” shall mean these contractual clauses, which are a free-standing document that does not incorporate commercial business terms established by the parties under separate commercial arrangements.

The details of the transfer (as well as the personal data covered) are specified in Annex B, which forms an integral part of the clauses.

I. Obligations of the data exporter

The data exporter warrants and undertakes that: (a) The personal data have been collected, processed and transferred in accordance with the laws applicable to the data exporter. (b) It has used reasonable efforts to determine that the data importer is able to satisfy its legal obligations under these clauses. (c) It will provide the data importer, when so requested, with copies of relevant data protection laws or references to them (where relevant, and not including legal advice) of the country in which the data exporter is established. (d) It will respond to enquiries from data subjects and the authority concerning processing of the personal data by the data importer, unless the parties have agreed that the data importer will so respond, in which case the data exporter will still respond to the extent reasonably possible and with the information reasonably available to it if the data importer is unwilling or unable to respond. Responses will be made within a reasonable time. (e) It will make available, upon request, a copy of the clauses to data subjects who are third party beneficiaries under clause III, unless the clauses contain confidential information, in which case it may remove such information. Where information is removed, the data exporter shall inform data subjects in writing of the reason for removal and of their right to draw the removal to the attention of the authority. However, the data exporter shall abide by a decision of the authority regarding access to the full text of the clauses by data subjects, as long as data subjects have agreed to respect the confidentiality of the confidential information removed. The data exporter shall also provide a copy of the clauses to the authority where required.

II. Obligations of the data importer

The data importer warrants and undertakes that: (a) It will have in place appropriate technical and organizational measures to protect the personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, and which provide a level of security appropriate to the risk represented by the processing and the nature of the data to be protected. (b) It will have in place procedures so that any third party it authorizes to have access to the personal data, including processors, will respect and maintain the confidentiality and security of the personal data. Any person acting under the authority of the data importer, including a data processor, shall be obligated to process the personal data only on instructions from the data importer. This provision does not apply to persons authorized or required by law or regulation to have access to the personal data. (c) It has no reason to believe, at the time of entering into these clauses, in the existence of any local laws that would have a substantial adverse effect on the guarantees provided for under these clauses, and it will inform the data exporter (which will pass such notification on to the authority where required) if it becomes aware of any such laws. (d) It will process the personal data for purposes described in Annex B, and has the legal authority to give the warranties and fulfil the undertakings set out in these clauses. (e) It will identify to the data exporter a contact point within its organization authorized to respond to enquiries concerning processing of the personal data, and will cooperate in good faith with the data exporter, the data subject and the authority concerning all such enquiries within a reasonable time. In case of legal dissolution of the data exporter, or if the parties have so agreed, the data importer will assume responsibility for compliance with the provisions of clause I(e). (f) At the request of the data exporter, it will provide the data exporter with evidence of financial resources sufficient to fulfil its responsibilities under clause III (which may include insurance coverage). (g) Upon reasonable request of the data exporter, it will submit its data processing facilities, data files and documentation needed for processing to reviewing, auditing and/or certifying by the data exporter (or any independent or impartial inspection agents or auditors, selected by the data exporter and not reasonably objected to by the data importer) to ascertain compliance with the warranties and undertakings in these clauses, with reasonable notice and during regular business hours. The request will be subject to any necessary consent or approval from a regulatory or supervisory authority within the country of the data importer, which consent or approval the data importer will attempt to obtain in a timely fashion. (h) It will process the personal data, at its option, in accordance with the data processing principles set forth in Annex A. (i) It will not disclose or transfer the personal data to a third party data controller located outside the European Economic Area (EEA) unless it notifies the data exporter about the transfer and (j) the third party data controller processes the personal data in accordance with a Commission decision finding that a third country provides adequate protection, or (k) the third party data controller becomes a signatory to these clauses or another (l) data transfer agreement approved by a competent authority in the EU, or (m) data subjects have been given the opportunity to object, after having been informed of the purposes of the transfer, the categories of recipients and the fact that the countries to which data is exported may have different data protection standards, or (n)with regard to onward transfers of sensitive data, data subjects have given their unambiguous consent to the onward transfer

III. Liability and third party rights

(a) Each party shall be liable to the other parties for damages it causes by any breach of these clauses. Liability as between the parties is limited to actual damage suffered. Punitive damages (i.e. damages intended to punish a party for its outrageous conduct) are specifically excluded. Each party shall be liable to data subjects for damages it causes by any breach of third party rights under these clauses. This does not affect the liability of the data exporter under its data protection law. (b) The parties agree that a data subject shall have the right to enforce as a third party beneficiary this clause and clauses I(b), I(d), I(e), II(a), II(c), II(d), II(e), II(h), II(i), III(a), V, VI(d) and VII against the data importer or the data exporter, for their respective breach of their contractual obligations, with regard to his personal data, and accept jurisdiction for this purpose in the data exporter’s country of establishment. In cases involving allegations of breach by the data importer, the data subject must first request the data exporter to take appropriate action to enforce his rights against the data importer; if the data exporter does not take such action within a reasonable period (which under normal circumstances would be one month), the data subject may then enforce his rights against the data importer directly. A data subject is entitled to proceed directly against a data exporter that has failed to use reasonable efforts to determine that the data importer is able to satisfy its legal obligations under these clauses (the data exporter shall have the burden to prove that it took reasonable efforts).

IV. Law applicable to the clauses

These clauses shall be governed by the law of the country in which the data exporter is established.

V. Resolution of disputes with data subjects or the authority

(a) In the event of a dispute or claim brought by a data subject or the authority concerning the processing of the personal data against either or both of the parties, the parties will inform each other about any such disputes or claims, and will cooperate with a view to settling them amicably in a timely fashion. (b) The parties agree to respond to any generally available non-binding mediation procedure initiated by a data subject or by the authority. If they do participate in the proceedings, the parties may elect to do so remotely (such as by telephone or other electronic means). The parties also agree to consider participating in any other arbitration, mediation or other dispute resolution proceedings developed for data protection disputes.

(c) Each party shall abide by a decision of a competent court of the data exporter’s country of establishment or of the authority which is final and against which no further appeal is possible.

VI. Termination

(a) In the event that the data importer is in breach of its obligations under these clauses, then the data exporter may temporarily suspend the transfer of personal data to the data importer until the breach is repaired or the contract is terminated. (b) In the event that: (i) the transfer of personal data to the data importer has been temporarily suspended by the data exporter for longer than one month pursuant to paragraph (a); (ii) compliance by the data importer with these clauses would put it in breach of its legal or regulatory obligations in the country of import; (iii) the data importer is in substantial or persistent breach of any warranties or undertakings given by it under these clauses; (iv) a final decision against which no further appeal is possible of a competent court of the data exporter’s country of establishment or of the authority rules that there has been a breach of the clauses by the data importer or the data exporter; or (v) a petition is presented for the administration or winding up of the data importer, whether in its personal or business capacity, which petition is not dismissed within the applicable period for such dismissal under applicable law; a winding up order is made; a receiver is appointed over any of its assets; a trustee in bankruptcy is appointed, if the data importer is an individual; a company voluntary arrangement is commenced by it; or any equivalent event in any jurisdiction occurs then the data exporter, without prejudice to any other rights which it may have against the data importer, shall be entitled to terminate these clauses, in which case the authority shall be informed where required. In cases covered by (i), (ii), or (iv) above the data importer may also terminate these clauses. (c) Either party may terminate these clauses if (i) any Commission positive adequacy decision under Article 25(6) of Directive 95/46/EC (or any superseding text) is issued in relation to the country (or a sector thereof) to which the data is transferred and processed by the data importer, or (ii) Directive 95/46/EC (or any superseding text) becomes directly applicable in such country. (d) The parties agree that the termination of these clauses at any time, in any circumstances and for whatever reason (except for termination under clause VI(c)) does not exempt them from the obligations and/or conditions under the clauses as regards the processing of the personal data transferred.

VII. Variation of these clauses

The parties may not modify these clauses except to update any information in Annex B, in which case they will inform the authority where required. This does not preclude the parties from adding additional commercial clauses where required.

VIII. Description of the Transfer

The details of the transfer and of the personal data are specified in Annex B. The parties agree that Annex B may contain confidential business information which they will not disclose to third parties, except as required by law or in response to a competent regulatory or government agency, or as required under clause I(e). The parties may execute additional annexes to cover additional transfers, which will be submitted to the authority where required. Annex B may, in the alternative, be drafted to cover multiple transfers.

ANNEX A
DATA PROCESSING PRINCIPLES

1. Purpose limitation: Personal data may be processed and subsequently used or further communicated only for purposes described in Annex B or subsequently authorized by the data subject.

2. Data quality and proportionality: Personal data must be accurate and, where necessary, kept up to date. The personal data must be adequate, relevant and not excessive in relation to the purposes for which they are transferred and further processed.

3. Transparency: Data subjects must be provided with information necessary to ensure fair processing (such as information about the purposes of processing and about the transfer), unless such information has already been given by the data exporter.

4. Security and confidentiality: Technical and organizational security measures must be taken by the data controller that are appropriate to the risks, such as against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, presented by the processing. Any person acting under the authority of the data controller, including a processor, must not process the data except on instructions from the data controller.

5. Rights of access, rectification, deletion and objection: As provided in Article 12 of Directive 95/46/EC, data subjects must, whether directly or via a third party, be provided with the personal information about them that an organization holds, except for requests which are manifestly abusive, based on unreasonable intervals or their number or repetitive or systematic nature, or for which access need not be granted under the law of the country of the data exporter. Provided that the authority has given its prior approval, access need also not be granted when doing so would be likely to seriously harm the interests of the data importer or other organizations dealing with the data importer and such interests are not overridden by the interests for fundamental rights and freedoms of the data subject. The sources of the personal data need not be identified when this is not possible by reasonable efforts, or where the rights of persons other than the individual would be violated. Data subjects must be able to have the personal information about them rectified, amended, or deleted where it is inaccurate or processed against these principles. If there are compelling grounds to doubt the legitimacy of the request, the organization may require further justifications before proceeding to rectification, amendment or deletion. Notification of any rectification, amendment or deletion to third parties to whom the data have been disclosed need not be made when this involves a disproportionate effort. A data subject must also be able to object to the processing of the personal data relating to him if there are compelling legitimate grounds relating to his particular situation. The burden of proof for any refusal rests on the data importer, and the data subject may always challenge a refusal before the authority.

6. Sensitive data: The data importer shall take such additional measures (e.g. relating to security) as are necessary to protect such sensitive data in accordance with its obligations under clause II.

7. Data used for marketing purposes: Where data are processed for the purposes of direct marketing, effective procedures should exist allowing the data subject at any time to “opt-out” from having his data used for such purposes.

8. Automated decisions: For purposes hereof “automated decision” shall mean a decision by the data exporter or the data importer which produces legal effects concerning a data subject or significantly affects a data subject and which is based solely on automated processing of personal data intended to evaluate certain personal aspects relating to him, such as his performance at work, creditworthiness, reliability, conduct, etc. The data importer shall not make any automated decisions concerning data subjects, except when:

(a) (i) such decisions are made by the data importer in entering into or performing a contract with the data subject, and (ii) the data subject is given an opportunity to discuss the results of a relevant automated decision with a representative of the parties making such decision or otherwise to make representations to that parties.

or

(b) where otherwise provided by the law of the data exporter.

ANNEX B
DESCRIPTION OF THE TRANSFER

Data Subjects

The personal data transferred concern the following categories of data subjects: visitors to the website(s) of the importer

Purposes of the transfer

The transfer is made for the following purposes: serving interest-based advertising on the website(s) of the importer

Categories of data

The personal data transferred concern the following categories of data: cookies used to track visits to the importer’s website(s) and also websites of third-parties

Recipients

The personal data transferred to be disclosed only to the following recipients or categories of recipients: Google, Inc. and other third parties that provide advertising technology or participate in Google’s advertising network

Sensitive data

The personal data transferred concern the following categories of sensitive data: none