In this Addendum, the following terms shall have the meanings set out below and cognate terms shall be construed accordingly:
- "Addendum Effective Date" has the meaning given to it in section 2.
- "Affiliate" means an entity that owns or controls, is owned or controlled by or is or under common control or ownership with either Client or NeuralSpace, Inc (as the context allows), where control is defined as the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise.
- (c)"Client Personal Data" means any Personal Data Processed by NeuralSpace, Inc (i) on behalf of Client (including for the sake of clarity, any Client Affiliate), or (ii) otherwise Processed by NeuralSpace, Inc, in each case pursuant to or in connection with instructions given by Client in writing, consistent with the Terms.
- "Controller to Processor SCCs" means the Standard Contractual Clauses (processors) for the purposes of Article 26(2) of Directive 95/46/EC set out in Decision 2010/87/EC as the same are revised or updated from time to time by the European Commission.
- "Data Protection Laws" means (i) Directive 95/46/EC and, from May 25, 2018, Regulation (EU) 2016/679 ("GDPR") together with applicable legislation implementing or supplementing the same or otherwise relating to the processing of Personal Data of natural persons, and (ii) to the extent not included in sub-clause (i), the Data Protection Act 1998 of the United Kingdom, as amended from time to time, and including any substantially similar legislation that replaces the DPA 1998.
- "Privacy Shield" means the EU-US Privacy Shield Framework; and
- "Services" means the services to be supplied by NeuralSpace, Inc to Client or Client Affiliates pursuant to the Terms.
The terms "Controller", "Data Subject", "Personal Data", "Personal Data Breach", "Process", "Processor" and “Supervisory Authority” have the same meanings as described in applicable Data Protection Laws and cognate terms shall be construed accordingly.
2. Formation of this Addendum
3. Roles of the Parties
4. Description of Personal Data Processing
5. Data Processing Terms
Annex 1: Description of Processing of Client Personal Data
Subject matter and duration of the Processing of the Personal Data
The nature and purpose of the Processing of the Personal Data
The categories of Data Subject to whom the Client Personal Data relates
The types of Client Personal Data to be Processed
Special categories of data
The obligations and rights of Client
Data exporter (as applicable)
Data importer (as applicable):
Processing operations (as applicable)
Annex 2: Authorized Other Processors