VERIFI RESELLER DATA PROCESSING AGREEMENT

Updated: May 1, 2024

This Reseller Data Processing Agreement (“DPA”) is an agreement between you and the entity you represent or have the authority to bind such entity hereto (“Reseller” or “you”), on the one hand, and Verifi, Inc., a California corporation (“Verifi”), on the other hand.  It forms part of any written or electronic agreement between you and Verifi (each, an “Agreement”), under which Verifi Processes Personal Information on behalf of Reseller’s third party customers for Services, (each, a “Participating Seller”) except with respect to any Agreement under which you and Verifi have entered data processing terms that address the subject matter hereof. Capitalized terms used herein but not defined in this DPA will have the meanings given to them in the Agreement.

1      Processing of Participating Sellers Personal Information   

1.1       Processor designation.  The Parties acknowledge and agree that Verifi will Process Personal Information of Reseller’s Participating Sellers to provide the Services (as defined in the Agreement), which Processing may include, by way of example and for illustrative purposes, the Processing detailed on Details of Processing Participating Seller Personal Information (Exhibit 2). For the purposes of the Applicable Data Protection Laws and the provisions of this Agreement, the Reseller’s Participating Sellers shall be considered as controllers (or equivalent term pursuant to Applicable Data Protection Laws), Reseller shall be considered a data processor, and Verifi (as the “Sub-Processor” herein) shall be considered a sub-processor engaged by Reseller to carry out specific processing activities for Reseller’s Participating Sellers.

1.2       Authorization to Process.  Reseller instructs Sub-Processor to Process Participating Seller Personal Information  to provide such Services, and Sub-Processor is authorized to Process Participating Seller Personal Information solely in connection with the following activities:

1.2.1       In accordance with the applicable Agreement(s), including, without limitation, any exhibits, schedules, and applicable price schedule(s), to provide the Services, and any Processing required under applicable law or regulations;  

1.2.2       Based on the instructions of Reseller and in its use of the Services, Sub-Processor transfers Participating Sellers Personal Information to Participating Sellers’ Data Subjects, acquiring banks, issuing banks, payment processors providing services on behalf of acquiring banks, credit/debit card companies, or service providers performing Services used by Reseller’s customers; and

1.2.3       As reasonably necessary to enable Sub-Processor to comply with any other directions or instructions provided by Reseller on behalf of Reseller’s Participating Sellers.

2           Compliance with Law.  Reseller shall, in its use of the Services, Process Participating Seller Personal Information in accordance with the requirements of Applicable Data Protection Laws. Sub-Processor shall, in its provision of the Transaction Services, Process Participating Seller Personal Information in accordance with the requirements of Applicable Data Protection Laws. 

3           Reseller obligations.   With respect to the Processing of Participating Seller Personal Information by Sub-Processor under this Schedule and Agreement, Reseller shall ensure that its Participating Sellers shall:

3.1       provide its Data Subject(s) with all privacy notices, information and any necessary choices under Applicable Data Protection Laws with respect to the use of Participating Seller Personal Information in connection with the Transaction Services as set out in the Agreement and this DPA, including providing information to Data Subjects for fair, lawful and transparent Processing of Participating Seller Personal Information when required and shall obtain any necessary consents to enable the Parties to comply with Applicable Data Protection Law;

3.2       promptly inform Sub-Processor when Participating Seller Personal Information must be corrected, updated, and/or deleted, where required by Applicable Data Protection Law; and

3.3       ensure that at the point of transferring Participating Seller Personal Information to Sub-Processor, the Participating Seller Personal Information is adequate, relevant and limited to what is necessary in relation to the Processing envisaged under the Agreement and this DPA; and

3.4       Reseller shall comply (and ensure that its third party auditors comply) with Sub-Processor’s relevant security policies and appropriate confidentiality obligations as set out in the Agreement.

4      Sub-Processor obligations

4.1       Applicable Data Protection Law.  To the extent necessary to enable Reseller’s Participating Sellers to comply with their obligations under Applicable Data Protection Law, Sub-Processor further agrees to comply with any required provisions of the GDPR Schedule and/or CCPA Schedule, each, to the extent applicable. 

4.2       Data Subject Rights.  Sub-Processor will, to the extent legally permitted, provide reasonable assistance to Reseller to respond to requests from Data Subjects to exercise their rights under Applicable Data Protection Law with respect to Participating Seller Personal Information (e.g., rights to access or delete Seller Personal Information) in a manner that is consistent with the nature and functionality of the Participating Services.  Reseller shall submit such requests for assistance to Sub-Processor.  Where Sub-Processor receives any such request, it shall notify Reseller without undue delay and Reseller shall ensure that its Participating Sellers are responsible for handling such requests by a Data Subject in accordance with Applicable Data Protection Law.

4.3       Engaging with Sub-Processors.  Sub-Processor shall ensure that when engaging with another data processor including any Affiliates (a “Sub-Sub-Processor”) for the purposes of carrying out specific Processing activities related to Reseller’s Participating Sellers, there is a written contract in place between Sub-Processor and the relevant Sub-Sub-Processor.  Such written contracts, to the extent applicable to the nature of the Services provided by the relevant Sub-Sub-Processor, will provide at least the same level of protection for Participating Seller Personal Information as set out in this DPA.

4.4       Staff.  Sub-Processor shall ensure that persons authorized to Process Participating Seller Personal Information have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality. 

4.5       Security of Processing.  Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, Sub-Processor shall implement technical and organizational measures to ensure a level of security appropriate to that risk.  In assessing the appropriate level of security, Sub-Processor shall, in particular, take into account the sensitivity of the Personal Information and the risks that are presented by the Processing, in particular from unauthorized or unlawful Processing, accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Participating Seller Personal Information transmitted, stored or otherwise Processed.  Sub-Processor shall provide reasonable assistance to Reseller in ensuring Reseller meets its own compliance obligations with respect to these same security measures.

4.6       Security Breach

4.6.1       In the event of an actual Security Breach (defined below) affecting Participating Seller Personal Information contained in Sub-Processor’s systems, Sub-Processor shall (i) investigate the circumstances, extent and causes of the Security Breach and report the results to Reseller and continue to keep Reseller informed on a regular basis of the progress of Sub-Processor’s investigation until the issue has been effectively resolved; and (ii) cooperate with Reseller in any legally required notification by Reseller’s Participating Sellers of affected Data Subjects.

4.6.2       Sub-Processor shall notify Reseller without undue delay upon Sub-Processor or any Sub-Sub-Processor becoming aware of an actual Security Breach affecting Participating Seller Personal Information, providing Reseller with sufficient information and reasonable assistance to allow Reseller’s customers to meet its obligations under Applicable Data Protection Law to (i) notify a Supervisory Authority (as defined under Applicable Data Protection Law) of the Security Breach; and (ii) communicate the Security Breach to the relevant Data Subjects.

4.6.3       Except as required by applicable law or regulation, the notifying party will not make (or permit any third party to make) any statement concerning the Security Breach that directly or indirectly references the other party, unless the other party provides its explicit written authorization.

4.6.4       To the extent that a Security Breach was caused by Reseller, Reseller’s Participating Sellers or Data Subjects, Reseller shall be responsible for the costs arising from the Sub-Processor’s provision of assistance under this clause 4.6.

4.7       Deletion and Retention.  Sub-Processor shall delete all Participating Seller Personal Information upon termination of the Sub-Processor retention period unless storage is required by applicable law. 

5      Miscellaneous.  The terms of this DPA shall apply only to the extent required by Applicable Data Protection Law.  To the extent not inconsistent herewith, the applicable provisions of the Agreement(s) (including without limitation, indemnifications, limitations of liability, enforcement, and interpretation) shall apply to this DPA.  In the event of any conflict between this DPA and the terms of an applicable Agreement, the terms of this DPA shall control solely with respect to data processing terms where required by Applicable Data Protection Law, and, in all other respects, the terms of the applicable Agreement shall control.  Notwithstanding any term or condition of the DPA, the DPA does not apply to any data or information that does not relate to one or more identifiable individuals, that has been aggregated or de-identified in accordance with Applicable Data Protection Law, or to the extent that Sub-Processor and Reseller have entered separate data processing terms that address the subject matter hereof. 

6      Definitions.  Unless otherwise defined in the Agreement (including this DPA), all terms in this DPA shall have the definitions given to them in Applicable Data Protection Law.

6.1       “Applicable Data Protection Law” means any law or regulation pertaining to data protection, privacy, and/or the Processing of Personal Information, to the extent applicable in respect of a party’s obligations under the Agreement and this DPA.  For illustrative purposes only, Applicable Data Protection Laws include, without limitation, and to the extent applicable, the General Data Protection Regulation (Regulation (EU) 2016/679 (the “GDPR”), UK Data Protection Laws, the California Consumer Privacy Act of 2018, Cal. Civ. Code § 1798.100 et seq. (“CCPA”), Swiss DP Laws, and any associated regulations or any other legislation or regulations that transpose or supersede the above;

6.2    “EEA Standard Contractual Clauses” means the Standard Contractual Clauses set out in the European Implementing Decision (EU) 2021/914 on standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679, as amended or replaced from time to time by a competent authority under the Applicable Data Protection Law, including the Swiss amendments to the EU Standard Contractual Clauses required by the Swiss Federal Data Protection Information Commissioner (the “Swiss Addendum”) to the extent applicable;

6.3        “Data Subject” means any consumer that purchases goods or services of Reseller’s Participating Sellers, and whose information is submitted by Reseller’s Participating Sellers to Verifi during the course of Reseller’s Participating Sellers using the Services hereunder;

6.4       “Personal Information” means all data or information, in any form or format, that identifies, relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular consumer (“Data Subject”) or household or that is regulated as “personal data,” “personal information,” or otherwise under Applicable Data Protection Law.  For the avoidance of doubt, this includes any information relating to a Data Subjects as defined in the Agreement. For the avoidance of doubt, this includes data relating to legal entities, if and as long as they are protected under the Swiss DP Laws as well as any information relating to an End-User as defined in the Agreement;

6.5       “Process” or “Processed” or “Processing” means any operation or set of operations which is performed upon Personal Information , whether or not by automatic means, such as access, collection, recording, organization, storage, adaptation or alteration, retrieval, disclosure or otherwise making available, duplication, transmission, combination, blocking, redaction, erasure or destruction;

6.6       “Security Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Information. A Security Breach includes a “personal data breach” (as defined in the GDPR), a “breach of security of a system” or similar term (as defined in any other applicable privacy laws) as well as any other event that compromises the security, confidentiality or integrity of Personal Information;

6.7       ” Participating Personal Information” means Personal Information originating from the Reseller’s Participating Sellers or their Data Subjects and provided to or accessed by Verifi pursuant to the Agreement.

6.8       “Swiss DP Laws” means the Federal Act on Data Protection of June 19, 1992 (as updated, amended and replaced from time to time), including all implementing ordinances. In this DPA, in circumstances where and solely to the extent that the Swiss DP Laws apply, references to the GDPR and its provisions shall be construed as references to the Swiss DP Laws and their corresponding provisions;

6.9       “Transfer” means to transmit or otherwise make Participating Seller Personal Information available across national borders in circumstances which are restricted by Applicable Data Protection law;

6.10    “UK Data Protection Laws” means the GDPR as transposed into United Kingdom national law by operation of section 3 of the European Union (Withdrawal) Act 2018 and as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019 (“UK GDPR“), together with the Data Protection Act 2018, the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019 and other data protection or privacy legislation in force from time to time in the United Kingdom.  In this DPA, in circumstances where and solely to the extent that the UK GDPR applies, references to the GDPR and its provisions shall be construed as references to the UK GDPR and its corresponding provisions;

6.11    “UK IDTA“ means the International Data Transfer Addendum to the EEA Standard Contractual Clauses issued by the UK Information Commissioner under section 119A(1) Data Protection Act 2018. 

SCHEDULE A

CALIFORNIA CONSUMER PRIVACY ACT

This CCPA Schedule applies in addition to any terms set forth in the body of the DPA (and is incorporated therein) when the California Consumer Privacy Act applies to Reseller’s use of Verifi Services on behalf of its Participating Sellers. 

1.     APPLICATION

1.1        The Parties agree that to the extent Reseller participates in Visa’s payment system as a Visa Member of Visa U.S.A. Inc (with the rights and obligations set forth in the Visa U.S.A. Inc. Certificate of Incorporation, Bylaws and Core Rules and Product and Service Rules, and associated documentation with the force of the Core Rules—as amended from time to time, subject to any waivers granted as set forth in this Agreement—collectively the “Visa Rules”),  the privacy and data protection sections of such Visa Rules will continue to govern the Processing of data that is regulated by Applicable Data Protection Law in the U.S. This Schedule supplements the Visa Rules as set forth below so the Parties can comply with applicable provisions of the California Consumer Privacy Act of 2018 and its implementing regulations, as amended or superseded from time to time (California Civil Code §§ 1798.100 to 1798.199) (collectively, the “CCPA”). The Visa Rules and this Schedule shall be interpreted consistently to the extent possible, with the terms of this Schedule supplementing as to its subject matter only to the extent necessary for compliance with the CCPA.

1.2        This Schedule is applicable solely to the extent that any Participating Seller Personal Information Processed by Verifi while performing the Services is subject to the CCPA. Notwithstanding anything else to the contrary, the Parties agree that this Schedule does not apply to any information that is collected, processed, or sold or disclosed by the Parties subject to the Gramm Leach Bliley Act (“GLBA”).

1.3        Capitalized terms used but not defined in this Schedule shall have meaning assigned to such terms in the Agreement or, if not defined therein, in the CCPA. In the event of a conflict between this Schedule and the Agreement, this Schedule will control, to the extent necessary to ensure compliance with the CCPA. The foregoing recitals are hereby incorporated by reference into this Schedule.

2.     DATA PRIVACY ROLES AND OBLIGATIONS

2.1        For purposes of this Schedule, the Parties acknowledge that, with respect to Participating Seller Personal Information Verifi processes on behalf of Reseller under the Agreement that is not processed pursuant to GLBA (a) Participating Seller acts as a Business within the meaning provided by the CCPA and this Schedule; (b) Reseller acts as a Service Provider to the Participating Seller; and (b) Verifi acts as a separate Service Provider to Reseller within the meanings provided by the CCPA.

2.2        For the avoidance of doubt, Verifi is not acting as a Third Party, nor is Verifi providing Cross-Contextual Behavioral Advertising under this Schedule. If Reseller seeks to utilize Verifi for such services, the Parties will agree to a separate Schedule with the required clauses and obligations, as required in the CCPA, as described in California Civil Code §§ 1798.145(d).

2.3        Each Party shall comply with its obligations under the CCPA in respect of any Participating Seller Personal Information Processed under this Schedule. Reseller specifically acknowledges and agrees that its use of the Services will not violate the rights of any Consumer, including those that have opted-out from sales or other disclosures of Participating Seller Personal Information, to the extent applicable under the CCPA. 

3.     VERIFI OBLIGATIONS

3.1        In its role as a Service Provider, Verifi:

a)     Will protect and secure Participating Seller Personal Information in accordance with the CCPA and shall provide the same level of privacy protection as is required by the CCPA;

b)     Will Process Participating Seller Personal Information only for the specific business purposes set forth in the Agreement;

c)     Except as permitted by the CCPA, will not sell or share Participating Seller Personal Information or retain, use, or disclose Participating Seller Personal Information (i) for any purpose other than as necessary to fulfill the business purposes set forth in the Agreement, including retaining, using, or disclosing Participating Seller Personal Information for a commercial purpose other than the business purpose set forth in the Agreement; or (ii) outside of the direct business relationship between Verifi and Reseller;

d)     Will not combine the Participating Seller Personal Information with Personal Information that it receives from or on behalf of any other person(s) or entity(ies), or collects from its own interaction with an individual, except as otherwise permitted by the CCPA;

e)     Will implement reasonable security procedures and practices, appropriate to the nature of the Personal Information, to protect the Participating Seller Personal Information from unauthorized or illegal access, destruction, use, modification, or disclosure;

f)      Will immediately notify Reseller of any material changes in Verifi’s ability to meet its obligations under the CCPA, including but not limited to any determination that Verifi can no longer meet its obligations under this Schedule;

g)     Will ensure that Verifi’s agreement with any sub-processors used to Process Participating Seller Personal Information complies with the CCPA, including, without limitation, the contractual requirements for Service Providers and Contractors;

h)     Will provide reasonable cooperation to Reseller, upon request, to enable Reseller to comply with consumer requests made pursuant to the CCPA;

i)       Grants Reseller the right to take reasonable and appropriate steps in accordance with the Agreement to ensure that Verifi uses Participating Seller Personal Information in a manner consistent with Reseller’s obligations under the CCPA; and

j)       Grants Reseller the right, upon notice, and in accordance with the Agreement to take reasonable and appropriate steps to stop and remediate Verifi’s unauthorized use of Participating Seller Personal Information.

Verifi certifies that it understands its obligations, including restrictions, imposed upon it by CCPA with respect to Participating Seller Personal Information and will comply with them.

3.2        Notwithstanding the above, Verifi may retain, use or disclose Participating Seller Personal Information as permitted under the CCPA, including:

a)     To retain and employ another Service Provider or Contractor as a subcontractor in accordance with Section 3.1(g) of this Schedule and any other applicable terms of the Agreement where the subcontractor meets the requirements for a Service Provider or Contractor under CCPA;

b)     For its internal use to build or improve the quality of the Services, provided that Verifi does not use the Participating Seller Personal Information to perform services on behalf of another person;

c)     To prevent, detect, or investigate data security incidents or protect against malicious, deceptive, fraudulent or illegal activity;

d)     For the purposes enumerated in California Civil Code § 1798.145(a)(1) through §1798.145(a)(7); and/or

e)     For any other purpose expressly contemplated or permitted by CCPA or other applicable law.

SCHEDULE B

GENERAL DATA PROTECTION REGULATION, UK GDPR AND SWISS DP LAWS

This GDPR Schedule applies in addition to any terms set forth in the body of the DPA (and is incorporated therein) when the GDPR, UK GDPR and/or the Swiss DP Laws applies to Reseller’s Participating Sellers’s use of Verifi Services, or to the extent Applicable Data Protection Law imposes a comparable requirement outlined under Schedule B.  Capitalized terms not defined herein have the meaning assigned to them under the DPA.  To the extent there are any conflicts between this GDPR Schedule and the DPA, this GDPR Schedule shall prevail.

1      Sub-Processor Obligations

1.1    Processing of Participating Seller Personal Information.  Sub-Processor shall Process Participating Seller Personal Information only on documented reasonable instructions from Reseller (including instructions with respect to transfers of Participating Seller Personal Information to a third country or territory, if applicable) unless required to do so by Applicable Data Protection Law.  In such circumstances, Sub-Processor shall inform Reseller of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest. Sub-Processor shall immediately inform Reseller if, in Sub-Processor’s opinion, Reseller’s instructions would be in breach of Applicable Data Protection Law.  Reseller agrees that Sub-Processor shall be under no obligation to take actions designed to form any such opinion.

1.2       Use of Sub-Sub-Processor

1.2.1       Sub-Processor reserves the right to maintain its Sub-Sub-Processor list through means such as publication of its Sub-Sub-Processor list online and also update it accordingly.  In accordance with Section 1.2.1 of this GDPR Schedule, Reseller provides authorization for Sub-Processor to engage with the Sub-Sub-Processors listed. Sub-Processor currently engages the Sub-Sub-Processor as listed at Exhibit 3 to this DPA.

1.2.2       Sub-Processor shall inform Reseller of any intended changes concerning the addition or replacement of other Sub-Sub-Processors to give Reseller the reasonable opportunity to object to such changes.  In the event Reseller objects to Sub-Processor’s change or addition of Sub-Sub-Processor, Reseller shall promptly notify Sub-Processor of its objections in writing within 10 business days after receipt of Sub-Processor’s notice of such change or addition. 

1.2.3       Sub-Processor may, at its option, undertake reasonable efforts to make available to Reseller a change in the Services or recommend a commercially reasonable change to Reseller’s configuration or use of the Services to avoid Processing of Participating Seller Personal Information by the objected-to new Sub-Sub-processor.  If Sub-Processor is unable to make available such change within a reasonable period of time, which shall not exceed thirty (30) days, Reseller may terminate the Agreement with respect to only those aspects of the Services, which cannot be provided by Sub-Processor without the use of the objected-to new Sub-Sub-Processor by providing written notice to Sub-Processor. If the Services as a whole cannot be performed without the objected-to new Sub-Sub-Processor, Reseller may terminate the entire Agreement provided that Reseller’s objections to the new Sub-Sub-Processor are commercially reasonable.     

1.2.4       Sub-Processor agrees not to impose a penalty for any termination under Section 1.2.3 of this GDPR Schedule on Reseller.

1.2.5       Data Protection Impact Assessments and Prior Consultation with Regulator. Sub-Processor shall provide reasonable assistance to Reseller with any legally required (a) data protection impact assessments; and (b) prior consultations initiated by Reseller with its regulator in connection with such data protection impact assessments.  Such assistance shall be strictly limited to the Processing of Participating Seller Personal Information by Sub-Processor on behalf of Reseller’s Participating Sellers under the Agreement taking into account the nature of the Processing and information available to Sub-Processor.

2      Demonstrating Compliance with this DPA 

2.1       Sub-Processor shall make available to Reseller all information necessary to demonstrate compliance with its obligations under this DPA and allow for (and contribute to) audits, including inspections conducted by Reseller or another auditor under the instruction of the Reseller for the same purposes of demonstrating compliance with obligations set out in this DPA.

2.2       Reseller’s right under Section 2.1 of this GDPR Schedule is subject to the following:

2.2.1       if Sub-Processor can demonstrate compliance with its obligations set out in this DPA by adhering to an approved code of conduct, by obtaining an approved certification or by providing Reseller with an audit report issued by an independent third party auditor (provided that Reseller will comply with appropriate confidentiality obligations as set out in the Agreement and shall not use such audit report for any other purpose), Reseller agrees that it will not conduct an audit or inspection under Section 2.1 above;

2.2.2       in acknowledgement of the time, expense and disruption to business associated with performing audits and inspections involving interviews and onsite visits, Reseller agrees to only conduct such audits and inspections on condition that Reseller can demonstrate such audit or inspection is necessary beyond the information made available by Sub-Processor under Section 2.1 above.  Such audits and inspections, shall be at reasonable intervals (but not more than once per year) upon not less than 60 days’ notice and at a date mutually agreed by the Parties, provided that the audit will (i) not disrupt Sub-Processor’s business; (ii) be conducted during business hours and at the Reseller’s expense; (iii) not interfere with the interests of Sub-Processor’s other customers; and (iv) not exceed a period of two successive business days.

2.3       With regard to Section 2.1 of the GDPR Schedule, Sub-Processor shall immediately inform Reseller if, in Sub-Processor’s opinion, Reseller’s instructions would be in breach of Applicable Data Protection Law.  Reseller agrees that Sub-Processor shall be under no obligation to take actions designed to form any such opinion.

3      Cross-Border Transfers

3.1       Sub-Processor shall comply with Reseller’s documented instructions concerning the Transfer of Participating Seller Personal Information to a third country.

3.2       The Sub-Processor shall only Transfer any Participating Seller Personal Information outside the Participating Seller’s applicable jurisdiction or the Data Subjects’ resident jurisdiction, including, without limitation, outside the European Economic Area (“EEA”), the UK or Switzerland, only in compliance with the Applicable Data Protection Law.

3.3       Reseller agrees and acknowledges that Sub-Processor transfers and stores certain Participating Seller Personal Information (including relating to individuals located in the EEA, Switzerland and/or the UK) in the United States. 

3.4    Transfers subject to the GDPR, UK GDPR, or Swiss DP Laws: Module 3 (transfer processor to processor) of the EEA Standard Contractual Clauses shall apply with respect to any Transfer of Participating Seller Personal Information from the EEA or Switzerland to Verifi and any of its affiliated entities in the United States or other third countries (“Verifi Entities“). The Parties acknowledge and agree that Module 3 (transfer processor to processor) of the EEA Standard Contractual Clauses is hereby incorporated by reference and;

3.4.1 Reseller and any of its commonly owned or controlled affiliates that have signed an Agreement for Verifi Products and Services (“Reseller Entities“) shall be deemed to be “data exporters” and the Verifi Entities shall be the “data importers”;

3.4.2 Clause 7 – Docking clause shall apply;

3.4.3 Clause 9 – Use of subprocessors Option 2 shall apply and the “time period” shall be 10 business days;

3.4.4 Clause 11(a) – Redress the optional language shall not apply;

3.4.5 Clause 13(a) – Supervision

a)         Where the data exporter is established in an EU Member State the following shall apply: “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.”

b)        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 the GDPR the following shall apply: “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.”

c)         Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of the GDPR in accordance with its Article 3(2) without however having to appoint a representative pursuant to Article 27(2) of the GDPR, the following shall apply: “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.”

3.4.6 Clause 17 – Governing law Option 1 shall apply and the “Member State” shall be Ireland;

3.4.7 Clause 18 – Choice of forum and jurisdiction the Member State shall be Ireland; and

3.4.8 the information in Exhibit 1 (Table 1) of this GDPR Schedule is incorporated into Annexes 1, 2 and 3 of the EEA Standard Contractual Clauses.

3.5    Transfers subject to the UK GDPR where the Transfer is subject to the UK GDPR, the EEA Standard Contractual Clauses and Section 3.4 of this Schedule B shall be read in accordance with, and deemed amended by, the provisions of Part 2 (Mandatory Clauses) of the UK IDTA.  For the purposes of Table 4 in Part 1 (Tables) of the UK IDTA, the Parties select the “neither party” option. Otherwise, the Parties confirm that the information required for the purposes of Part 1 (Tables) of the UK IDTA is set out in Exhibit 1.

3.6    If there is any conflict or inconsistency between a term in the body of this DPA, an Agreement and a term in Module 2 (Transfer controller to processor) of the EEA Standard Contractual Clauses (or, as applicable the UK C2P SCCs), incorporated into this DPA, the term in Module 2 (Transfer controller to processor) of the EEA Standard Contractual Clauses (or, as applicable, the UK C2P SCCs) shall take precedence.

3.7    Transfers subject to Swiss DP Laws: Where the Transfer is subject to the Swiss DP Laws, the EEA Standard Contractual Clauses and Section 3.4 of this Schedule B shall be read in accordance with this 3.7. To the extent the Swiss DP Laws are applicable to a data export under the EEA Standard Contractual Clauses set forth in this DPA, the Parties agree on the following amendments to the EEA Standard Contractual Clauses and Section 3.4 of this Schedule B:

3.7.1 The term “Member State” according to Clause 18 (c) of the EEA Standard Contractual Clauses shall not be interpreted in a such a way that data subjects in Switzerland are excluded from exercising their rights, if any, at their place of habitual residence;

3.7.2 The supervisory authority pursuant to Clause 13 of the EEA Standard Contractual Clauses is the Swiss Federal Data Protection and Information Commissioner;

3.7.3 The law applicable to the EEA Standard Contractual Clauses pursuant to Clause 17 of the EEA Standard Contractual Clauses shall be Swiss DP Laws;

3.7.4 The place of jurisdiction under Clause 18 (b) of the EEA Standard Contractual Clauses shall be the courts of the city of Zurich;

3.7.5 Where the EEA Standard Contractual Clauses include references to the GDPR, such references shall be understood as references to the Swiss DP Laws.

2.1.1        

EXHIBIT 1
INFORMATION REQUIRED FOR THE EEA STANDARD CONTRACTUAL CLAUSES, THE UK IDTA, AND SWISS DP LAWS

ANNEX I A. LIST OF PARTIES
Data EXPORTER identity and contact details
Name	Participating Seller Entities
Address	To be provided on request
Contact person’s name, position and contact details:	To be provided on request
Activities relevant to the data transferred under these Clauses:	As set out in the table in Exhibit 2 under “Nature and Purpose of the Processing”.
Role (controller/processor):	Controller
Data IMPORTER identity and contact details
Name	Verifi Entities
Address	900 Metro Center BoulevardFoster City, CA 94404U.S.A.
Contact person’s name, position and contact details:	privacy@visa.com
Activities relevant to the data transferred under these Clauses:	As set out in the table in Exhibit 2 under “Nature and Purpose of the Processing”.
Role (controller/processor):	Processor
ANNEX I B. DESCRIPTION OF TRANSFER
Categories of data subjects whose personal data is transferred	As set out in the table in Exhibit 2 under “Categories of Data Subjects”.
Categories of personal data transferred	As set out in the table in Exhibit 2 under “Types of Personal Information”.
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
The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis).	Continuous
Nature of the processing	As set out in the table in Exhibit 2 under “Nature and Purpose of the Processing”.
Purpose(s) of the data transfer and further processing	As set out in the table in Exhibit 2 under “Nature and Purpose of the Processing”.
The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period	Personal data will be retained in accordance with Verifi’s retention policies, for only as long as is required to meet Verifi’s legal, regulatory and operational requirements and as necessary to perform services.
For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing	As set out in the table in Exhibit 2 under “Nature and Purpose of the Processing”.
Annex I C. Competent Supervisory Authority
Competent supervisory authority/ies	To be provided by the data exporter on request.
ANNEX II TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA
Description of the technical and organisational measures implemented by the data importer(s) (including any relevant certifications) to ensure an appropriate level of security, taking into account the nature, scope, context and purpose of the processing, and the risks for the rights and freedoms of natural persons.	Verifi is certified as compliant with all standards established by the Payment Card Industry Data Security Standards (together with any successor organization thereto, “PCI DSS”) that are applicable to Verifi and its affiliates (such standards, the “PCI Standards”). As evidence of compliance, Verifi will provide its current Attestation of Compliance signed by a Payment Card Industry Qualified Security Assessor upon Participating Seller’s written request.Verifi maintains and enforces commercially reasonable information security and physical security policies, procedures and standards, that are designed (i) to insure the security and confidentiality of Participating Seller’s records and information, (ii) to protect against any anticipated threats or hazards to the security or integrity of such records, and (iii) to protect against unauthorized access to or use of such records or information which could result in substantial harm (the “Verifi Information Security Program”).  At a minimum, the Verifi Information Security Program is designed to align with the standards set forth in ISO 27002 published by the International Organization for Standardization, as well as any revisions, versions or other standards or objectives that supersede or replace the foregoing.Verifi engages its independent certified public accountants to conduct a review of Verifi’s operations and procedures at Verifi’s cost.  The accountants conduct the review in accordance with the American Institute of Certified Public Accounts Statement on Standards for Attestation Engagements No. 18 SOC I Type II (“SSAE 18”) and record their findings and recommendations in a report to Verifi.  Upon request, and subject to standard confidentiality obligations, Verifi will provide its most recent SSAE 18 and, in Verifi’s reasonable discretion, additional information reasonably requested to address questions or concerns regarding the SSAE 18’s findings.
For transfers to (sub-) processors, also describe the specific technical and organisational measures to be taken by the (sub-) processor to be able to provide assistance to the controller and, for transfers from a processor to a sub-processor, to the data exporter	In respect of Transaction Services: initiatives, products, processes and supporting technology are assessed from a data privacy perspective, allowing Verifi to embed privacy controls to mitigate risks at early stages (privacy by design). Verifi has a robust privacy risk assessment framework (including privacy impact assessments), embedding this process in our change vehicles across the business, to ensure that both new and changed personal data processing activities are reviewed. Where Customer requires specific assistance, Customer may submit such requests for assistance to privacy@verifi.com
ANNEX III LIST OF SUB-PROCESSORSThe controller has authorised the use of the following sub-processors:
As set out in Exhibit 3 of this DPA.

EXHIBIT 2 – DETAILS OF PROCESSING PARTICIPATING SELLER PERSONAL INFORMATION

Service	Nature and purpose of the processing	Types of personal information	Categories of data subjects to whom the personal information relates to
Order Insight	Issuers access detailed transaction information from Participating Sellers via a global data-sharing network to prevent disputes at first Consumer inquiry.Consumers access and view detailed transaction information from Participating Sellers via Issuers in the Issuer mobile app or online banking website for the Consumer, to prevent disputes at first Consumer inquiry.Verifi transfers (in accordance with the instructions of the Controller) Participating Seller Personal Information to issuing banks, payment processors providing services on behalf of acquiring banks, credit/debit card companies, or service providers providing the Order Insight service used by Participating Sellers.	If the Participating Seller opts to use the Order Insight service, Verifi will use required transaction information, including, without limitation, transaction information and order detail information necessary for Processing the Order Insight request with the issuer.Further detail is included in the applicable Services Documentation provided at the time of implementation of the Service.	Participating Seller’s employees, agents, advisors, or representatives; and/orConsumers.
CDRN	CDRN allows Participating Sellers to actively process non-fraud and confirmed fraud pre-dispute cases with a refund or cancellation avoiding a Dispute.	If the Participating Seller opts to use CDRN, Verifi will use required transaction information, including, without limitation, transaction information and order detail information necessary for Processing the Participating Seller’s decisioning as it relates to a pre-dispute case to Issuer.  Further detail is included in the applicable Services Documentation provided at the time of implementation of the Service.	Participating Seller’s employees, agents, advisors, or representatives; and/orConsumers.
RDR (Rapid Dispute Resolution)	RDR allows Participating Sellers to process non-fraud pre-dispute and confirmed fraud pre-dispute with an acquirer-initiated funds reversal thereby avoiding a Dispute.	If the Participating Seller opts to use RDR, Verifi will use required transaction information, including, without limitation, transaction information and order detail information necessary for Processing the Participating Sellers automatic rules as it relates to a Dispute to Issuer.  Further detail is included in the applicable Services Documentation provided at the time of implementation of the Service.	Participating Seller’s employees, agents, advisors, or representatives; and/orConsumers.
Fraud and Dispute Services	Fraud and Dispute Services provides a Participating Seller with direct delivery of fraud and dispute notifications to reduce payment risk.	If the Participating Seller opts to use the Fraud and Dispute service, Verifi will use required transaction information, to provide real-time, transaction level notification, to enhance and inform fraud detection and modeling to the Participating Seller. Participating Sellers can also stop order fulfillment/shipment when possible.Further detail is included in the applicable Services Documentation provided at the time of implementation of the Service.	Participating Seller’s employees, agents, advisors, or representatives; and/orConsumers.

EXHIBIT 3 – LIST OF SUB-SUB PROCESSORS

Company	Functions Performed	Location	Applicable Service
Visa U.S.A., Inc.	Security and fraud management	U.S.A.	All