Data Processing Addendum to Terms and Conditions

This Revised Data Processing Addendum (Revised Addendum) is between you as a Client and us, Augmented Reality Concepts, Inc. (d/b/a Impel (f/k/a SpinCar)) (collectively the Parties), and is part of our Terms and Conditions on our website (T&C). This Revised Addendum governs the processing of Personal Data when you use the Products and the Services and when European Laws apply.

SECTION I

Clause 1

Purpose and scope

• The purpose of this Revised Addendum is to ensure compliance with Article 28(3) and (4) 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, and repealing Directive 95/46/EC (General Data Protection Regulation or GDPR).
  
• The controllers and processors listed in Annex I have agreed to the Revised Addendum in order to ensure compliance with Article 28(3) and (4) of the GDPR.
  
• The Revised Addendum applies to the processing of personal data as specified in Annex II.
  
• Annexes I to IV are an integral part of the Revised Addendum.
  
• The Revised Addendum is without prejudice to obligations to which the controller is subject by virtue of the GDPR.
  
• The Revised Addendum does not by itself ensure compliance with obligations related to international transfers in accordance with Chapter V of the GDPR.

Clause 2

Invariability

• The Parties undertake not to modify the Revised Addendum, except for adding information to the Annexes or updating information in them.
  
• This does not prevent the Parties from including the standard contractual clauses laid down in Commission Implementing Decision (EU) 2021/914 of 4 June 2021in a broader contract or from adding other provisions or additional safeguards provided that they do not directly or indirectly contradict the Revised Addendum or detract from the fundamental rights or freedoms of data subjects.

Clause 3

Interpretation

• Where the Revised Addendum uses the terms defined in the GDPR, those terms shall have the same meaning as in the GDPR. The term “European Laws” means (a) the GDPR, and (b) any other European Union (EU) or Member State data protection laws, regulations and secondary legislation implementing the GDPR, including the Federal Data Protection Act of 19 June 1992 (Switzerland) and the United Kingdom (UK) Data Protection Act 2018 and any replacement legislation implemented by the UK pursuant to the withdrawal of the UK from the EU. Any other capitalized terms have the meaning given them in the T&C.
  
• The Revised Addendum shall be read and interpreted in the light of the provisions of the GDPR.
  
• The Revised Addendum shall not be interpreted in a way that runs counter to the rights and obligations provided for in the GDPR or in a way that prejudices the fundamental rights or freedoms of the data subjects.

Clause 4

Hierarchy

In the event of a contradiction between the Revised Addendum and the provisions of related agreements between the Parties existing at the time when the Revised Addendum is agreed or entered into thereafter, the Revised Addendum shall prevail. Our processing of personal data is subject to this Revised Addendum, our T&C, our Privacy Notice, and our Cookie Notice.

SECTION II

OBLIGATIONS OF THE PARTIES

Clause 5

Description of processing(s)

The details of the processing operations, in particular the categories of personal data and the purposes of processing for which the personal data is processed on behalf of the controller, are specified in Annex II.

Clause 6

Obligations of the Parties

6.1.  Instructions

• The processor shall process personal data only on documented instructions from the controller, unless required to do so by EU or Member State law to which the processor is subject. In this case, the processor shall inform the controller of that legal requirement before processing, unless the law prohibits this on important grounds of public interest. Subsequent instructions may also be given by the controller throughout the duration of the processing of personal data. These instructions shall always be documented.
  
• The processor shall immediately inform the controller if, in the processor’s opinion, instructions given by the controller infringe the GDPR or the applicable EU or Member State data protection provisions.

6.2.  Purpose limitation

The processor shall process the personal data only for the specific purpose(s) of the processing, as set out in Annex II, unless it receives further instructions from the controller.

6.3.  Duration of the processing of personal data

Processing by the processor shall only take place for the duration specified in Annex II.

6.4.  Security of processing

• The processor shall at least implement the technical and organizational measures specified in Annex III to ensure the security of the personal data. This includes protecting the data against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access to the data (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 purposes of processing, and the risks involved for the data subjects.
  
• The processor shall grant access to the personal data undergoing processing to members of its personnel only to the extent strictly necessary for implementing, managing, and monitoring of the contract. The processor shall ensure that persons authorized to process the personal data received have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

6.5.  Sensitive data

If the processing 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 offenses (“sensitive data”), the processor shall apply specific restrictions and/or additional safeguards.

6.6.  Documentation and compliance

• The Parties shall be able to demonstrate compliance with the Revised Addendum.
  
• The processor shall deal promptly and adequately with inquiries from the controller about the processing of data in accordance with the Revised Addendum.
  
• The processor shall make available to the controller all information necessary to demonstrate compliance with the obligations that are set out in the Revised Addendum and stem directly from the GDPR. At the controller’s request, the processor shall also permit and contribute to audits of the processing activities covered by the Revised Addendum, at reasonable intervals or if there are indications of non-compliance. In deciding on a review or an audit, the controller may take into account relevant certifications held by the processor.
  
• The controller may choose to conduct the audit by itself or mandate an independent auditor. Audits may also include inspections at the premises or physical facilities of the processor and shall, where appropriate, be carried out with reasonable notice.
  
• The Parties shall make the information referred to in Section 6.6, including the results of any audits, available to the competent supervisory authority/ies on request.

6.7.  Use of sub-processors

• The processor is authorized to engage (and to permit each sub-processor engaged in accordance with this Clause 6.7 and set out at https://impel.io/subprocessors/ to engage) sub-processors in accordance with this Clause 6.7. and set out at https://impel.io/subprocessors/. If a new sub-processor is appointed or an existing sub-processor is removed, the list at https://impel.io/subprocessors/ shall be updated. In order to receive alerts regarding such list updates, an email should be sent to support@impel.io with “Subscribe to sub-processor updates” as the subject. If there is an objection to the appointment or removal of a sub-processor, the objection must be expressed within thirty (30) days of receipt of such an alert email by the closing of Client’s account. Termination is Client’s sole and exclusive remedy if Client objects to the appointment of any new or the removal of any existing sub-processor, and any previously accrued rights and obligations will survive such termination. If objection is not made within such time period, then the addition of the new or the removal of the existing sub-processor shall be deemed accepted. The list of sub-processors, which shall be kept up to date, can be found at https://impel.io/subprocessors/.
  
• Where the processor engages a sub-processor for carrying out specific processing activities (on behalf of the controller), it shall do so by way of a contract which imposes on the sub-processor, in substance, the same data protection obligations as the ones imposed on the data processor in accordance with the Revised Addendum. The processor shall ensure that the sub-processor complies with the obligations to which the processor is subject pursuant to the Revised Addendum and to the GDPR.
  
• At the controller’s request, the processor shall provide a copy of such a sub-processor agreement and any subsequent amendments to the controller. To the extent necessary to protect business secret or other confidential information, including personal data, the processor may redact the text of the agreement prior to sharing the copy.
  
• The processor shall remain fully responsible to the controller for the performance of the sub-processor’s obligations in accordance with its contract with the processor. The processor shall notify the controller of any failure by the sub-processor to fulfill its contractual obligations.
  
• The processor shall agree to a third party beneficiary clause with the sub-processor whereby – in the event the processor has factually disappeared, ceased to exist in law or has become insolvent – the controller shall have the right to terminate the sub-processor contract and to instruct the sub-processor to erase or return the personal data.

6.8.  International transfers

• Any transfer of data to a third country or an international organization by the processor shall be done only on the basis of documented instructions from the controller or in order to fulfill a specific requirement under EU or Member State law to which the processor is subject and shall take place in compliance with Chapter V of the GDPR.
  
• The controller agrees that where the processor engages a sub-processor in accordance with Clause 6.7. for carrying out specific processing activities (on behalf of the controller) and those processing activities involve a transfer of personal data within the meaning of Chapter V of the GDPR, the processor and the sub-processor can ensure compliance with Chapter V of the GDPR by using standard contractual clauses adopted by the Commission in accordance with Article 46(2) of the GDPR, provided the conditions for the use of those standard contractual clauses are met.

Clause 7

Assistance to the controller

• The processor shall promptly notify the controller of any request it has received from the data subject. It shall not respond to the request itself, unless authorized to do so by the controller.
  
• The processor shall assist the controller in fulfilling its obligations to respond to data subjects’ requests to exercise their rights, taking into account the nature of the processing. In fulfilling its obligations in accordance with (a) and (b), the processor shall comply with the controller’s instructions.
  
• In addition to the processor’s obligation to assist the controller pursuant to Clause 7(b), the processor shall furthermore assist the controller in ensuring compliance with the following obligations, taking into account the nature of the data processing and the information available to the processor:
  
  • the obligation to carry out an assessment of the impact of the envisaged processing operations on the protection of personal data (a ‘data protection impact assessment’) where a type of processing is likely to result in a high risk to the rights and freedoms of natural persons;
  • the obligation to consult the competent supervisory authority/ies prior to processing where a data protection impact assessment indicates that the processing would result in a high risk in the absence of measures taken by the controller to mitigate the risk;
  • the obligation to ensure that personal data is accurate and up to date, by informing the controller without delay if the processor becomes aware that the personal data it is processing is inaccurate or has become outdated;
  • the obligations in Article 32 of the GDPR.
• The Parties shall set out in Annex III the appropriate technical and organizational measures by which the processor is required to assist the controller in the application of the Revised Addendum as well as the scope and the extent of the assistance required.

Clause 8

Notification of personal data breach

In the event of a personal data breach, the processor shall cooperate with and assist the controller for the controller to comply with its obligations under Articles 33 and 34 of the GDPR, where applicable, taking into account the nature of processing and the information available to the processor.

8.1  Data breach concerning data processed by the controller

In the event of a personal data breach concerning data processed by the controller, the processor shall assist the controller:

• in notifying the personal data breach to the competent supervisory authority/ies, without undue delay after the controller has become aware of it, where relevant (unless the personal data breach is unlikely to result in a risk to the rights and freedoms of natural persons);
  
• in obtaining the following information which, pursuant to Article 33(3) of the GDPR shall be stated in the controller’s notification, and must at least include:
  
  • the nature of the personal data including where possible, the categories and approximate number of data subjects concerned and the categories and approximate number of personal data records concerned;
  • the likely consequences of the personal data breach;
  • the measures taken or proposed to be taken by the controller to address the personal data breach, including, where appropriate, measures to mitigate its possible adverse effects.

Where, and insofar as, it is not possible to provide all this 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.

• in complying, pursuant to Article 34 of the GDPR, with the obligation to communicate without undue delay the personal data breach to the data subject, when the personal data breach is likely to result in a high risk to the rights and freedoms of natural persons.

8.2  Data breach concerning data processed by the processor

In the event of a personal data breach concerning data processed by the processor, the processor shall notify the controller without undue delay after the processor having become aware of the breach. Such notification shall contain, at least:

• a description of the nature of the breach (including, where possible, the categories and approximate number of data subjects and data records concerned);
  
• the details of a contact point where more information concerning the personal data breach can be obtained;
  
• its likely consequences and the measures taken or proposed to be taken to address the breach, including to mitigate its possible adverse effects.

Where, and insofar as, it is not possible to provide all this 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.

The Parties shall set out in Annex III all other elements to be provided by the processor when assisting the controller in the compliance with the controller’s obligations under Articles 33 and 34 of the GDPR

SECTION III

FINAL PROVISIONS

Clause 9

Non-compliance and termination

• Without prejudice to any provisions of the GDPR in the event that the processor is in breach of its obligations under the Revised Addendum, the controller may instruct the processor to suspend the processing of personal data until the latter complies with the Revised Addendum or the contract is terminated. The processor shall promptly inform the controller in case it is unable to comply with the Revised Addendum, for whatever reason.
  
• The controller shall be entitled to terminate the contract insofar as it concerns processing of personal data in accordance with the Revised Addendum if:
  
  • the processing of personal data by the processor has been suspended by the controller pursuant to point (a) and if compliance with the Revised Addendum is not restored within a reasonable time and in any event within one month following suspension;
  • the processor is in substantial or persistent breach of the Revised Addendum or its obligations under the GDPR;
  • the processor fails to comply with a binding decision of a competent court or the competent supervisory authority/ies regarding its obligations pursuant to the Revised Addendum or to the GDPR.
• The processor shall be entitled to terminate the contract insofar as it concerns processing of personal data under the Revised Addendum where, after having informed the controller that its instructions infringe applicable legal requirements in accordance with Clause 6.1 (b), the controller insists on compliance with the instructions.
  
•  Following termination of the contract, the processor shall, at the choice of the controller, delete all personal data processed on behalf of the controller and certify to the controller that it has done so, or, return all the personal data to the controller and delete existing copies unless EU or Member State law requires storage of the personal data. Until the data is deleted or returned, the processor shall continue to ensure compliance with the Revised Addendum.

ANNEX I

List of parties

Controller(s): Client

Processor(s): Augmented Reality Concepts, Inc. d/b/a Impel (f/k/a SpinCar)

ANNEX II

Description of the processing

Categories of data subjects whose personal data is processed

Individuals who use the Products and the Services

Categories of personal data processed

The IP address, the type of device or web browser used, and the record of pages viewed, items viewed on those pages, and the amount of time spent viewing them. The IP address may be looked up and the corresponding geographic address may be stored. If in the course of interacting with the Products and Services a customer of a Client chooses to provide personal data in an email or text message, such personal data may be stored. If a customer of a Client chooses to provide personal data to the Client, the Client may combine them with the customer’s IP address, device and pageview information and share them with us.

Sensitive data processed (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 specialized training), keeping a record of access to the data, restrictions for onward transfers or additional security measures.

No sensitive data are processed

Nature of the processing

The personal data collected from customers of Clients is used to show those customers images of and information about relevant vehicles and to inform those customers about web pages, vehicles and vehicle features that they have viewed, to respond to customers’ inquiries to a Client, or to inform customers of products and services offered by Client.

Purpose(s) for which the personal data is processed on behalf of the controller

The personal data are processed for the purposes of providing the Products and the Services.

Duration of the processing

In the primary data store on Amazon Web Services, personal data are retained for 180 days.

In the secondary data stores on database backups, log files and reports that were generated using the personal data, the personal data may be retained indefinitely.

For processing by (sub-)processors, also specify subject matter, nature and duration of the processing

A third-party service uses IP address to look up the corresponding geographic address. The duration of this processing is transitory.

Vendors that help manage email communications and support tickets for Clients. The duration of this processing is real-time.

Vendors such as Criteo that display targeted advertising for Clients. The duration of this processing is real-time.

ANNEX III

Technical and organizational measures including technical and organizational measures to ensure the security of the data

Description of the technical and organizational security measures implemented by the processor(s) (including any relevant certifications) to ensure an appropriate level of security, taking into account the nature, scope, context, and purpose of the processing, as well as the risks for the rights and freedoms of natural persons.

• Access controls and policies so that only employees, contractors, and any other persons necessary to provide the processing operation are able to access the network connection, including through the use of firewalls or functionally equivalent technology and authentication controls.

When an employee or contractor no longer has a business need for the access privileges assigned to him or her, the access privileges are promptly revoked, even if the employee or contractor continues to be an employee or contractor of data importer.

• All employee and contractor laptops are encrypted and password protected.
  
• Incident response plans to respond to and correct any potential and actual security threats are maintained and are tested periodically.
  
• Personal data are encrypted while they are transferred from the European Economic Area (EEA) and Switzerland to the United States (U.S.).
  
• If data importer receives a directive issued pursuant to Section 702 of the Foreign Intelligence Surveillance Act, 50 U.S.C. § 1881a (FISA 702), data importer commits to reviewing the legality of such directive to disclose data, i.e. whether it is within the powers granted to the U.S. Attorney General and the Director of National Intelligence, and if it concludes that there are grounds to do so, to filing a petition to modify or set aside such directive with the Foreign Intelligence Surveillance Court, which has jurisdiction to review such a petition. While challenging the directive, the processor will not comply with the directive until the Court has decided on the data importer’s petition. The processor also commits to providing the minimum amount of information permissible when complying with the directive, based on a reasonable interpretation of the directive.
  
• The processor will notify any affected individuals of any directive issued pursuant to FISA 702 as soon as restrictions on the disclosure of any such directive are lifted and will make its best efforts to obtain the waiver of such directives in order to enable the individual to seek information and an effective redress for violations of FISA 702 (e.g., Section 1820 of the Foreign Intelligence Surveillance Act, 50 U.S.C. § 1810 (2018); Section 2712 of the Electronic Communications Privacy Act, 18 U.S.C. § 2712 (2018); Section 702 of the Administrative Procedure Act, 5 U.S.C. § 702 (2018)).
  
• The processor will assist any affected individuals in exercising their rights in the U.S. through legal counseling and seeking effective redress for violations of FISA 702 (e.g., Section 1820 of the Foreign Intelligence Surveillance Act, 50 U.S.C. § 1810 (2018); Section 2712 of the Electronic Communications Privacy Act, 18 U.S.C. § 2712 (2018); Section 702 of the Administrative Procedure Act, 5 U.S.C. § 702 (2018)).
  
• The processor will publish the number of government requests for access to personal data it receives.
  
• The processor will adopt strict data security and data privacy policies based on international standards (e.g., ISO 27701) with due regard to the state of the art, in accordance with the risk of the categories of data processed and the likelihood of attempts from public authorities to access them.

For transfers to (sub-)processors, also describe the specific technical and organizational measures to be taken by the (sub-)processor to be able to provide assistance to the controller

Impel investigates each sub-processor’s data privacy and information security practices, taking into account certifications such as SOC 2 or ISO 27001, published agreements such as a Data Processing Addendum, and/or contractual terms agreed upon between Impel and the sub-processor.

Description of the specific technical and organizational measures to be taken by the processor to be able to provide assistance to the controller.

Policies and procedures are in place which require processor to provide assistance to the controller as required by the Revised Addendum and the GDPR.

ANNEX IV

List of sub-processors

The name, address, contact person’s name, position and contact details, and description of the processing (including a clear delimitation of responsibilities) for each sub-processor can be found at https://impel.io/subprocessors/.