Data processing Agreement

Data processing agreement

between Company and Nuance

Last Modified April 1, 2024 / Previous Versions

RECITALS

(A) The Parties have entered into one or more agreements under which Nuance either (a) supplies certain Services to Company from time to time if Company is an end customer or (b) if Company is a distributor and Nuance has granted the distributor the right to distribute and resell Nuance’s services to end customers (referred to collectively as the “Main Agreement”).

(B) The Parties have agreed that in order for Nuance to perform its obligations pursuant to such Main Agreement, it will Process certain Personal Data in respect of which, Company will be a Controller, or a Processor acting on behalf of a Controller, and Nuance will be a Processor or a sub‑processor respectively (as defined below).

(C) Now therefore, the Parties have agreed to enter into this overarching DPA relating to the Processing of Personal Data by Nuance in its capacity as a Processor or sub‑processor.

1. DEFINITIONS.

The following expressions are used in this DPA: In the event the definitions herein differ from the Main Agreement relating to data protection, this DPA shall prevail as to the specific subject matter of such definition.

(a) “Adequate Country” means, in each relevant jurisdiction, the meaning given to it (or in the nearest equivalent term) in the Data Protection Laws, including but not limited to those published by the European Commission in the Official Journal of the European Union for which it has decided that an adequate level of protection is ensured.

(b) “Biometric Data” has, in each relevant jurisdiction, the meaning given to (or in the nearest equivalent term) in the applicable Data Protection Laws for that jurisdiction, and “biometric identifiers” and “biometric information” will be interpreted accordingly.

(c) “Company” means the entity which is a party to this DPA and to the Main Agreement.

(d) “Data Protection Laws” means all laws and regulations, and amendments thereto, applicable to the Processing of Personal Data under the Main Agreement, including but not limited to the GDPR.

(e) “Data Subject Request” means a request from or on behalf of a Data Subject to exercise its rights under Data Protection Laws.

(f) “EU Standard Contractual Clauses” means the standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council, based on the European Commission Implementing Decision (EU) 2021/914 of 4 June 2021.

(g) “GDPR” means 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 (known as the General Data Protection Regulation).

(h) “Nuance” means the Nuance entity which is a party to this DPA and to the Main Agreement with Company, being: (i) Nuance Communications Inc. with address at 15 Wayside Rd, Burlington, MA 01803, United States, or (ii) Nuance Communications Ireland Ltd with address at 70 Sir John Rogerson's Quay, Dublin 2, D02R296, Ireland.

(i) “Personal Data” shall have the meaning given to it by Data Protection Laws.

(j) “Personal Data Breach” means a “personal data breach” or “data breach” as defined under Data Protection Laws that is within Nuance’s scope of responsibility by any of its staff, sub‑processors or any other identified or unidentified third party after Nuance becomes aware with a reasonable degree of certainty that such Personal Data Breach has occurred.

(k) “Services” refers to the application, product or services and other activities such as support, maintenance or professional services to be supplied to or carried out on behalf of Company/Company affiliate pursuant to the Main Agreement.

(l) “UK International Data Transfer Addendum” means the International Data Transfer Addendum to the EU Standard Contractual Clauses issued by the United Kingdom Information Commissioner for Parties making Restricted Transfers, in force 21st March, 2022.

(m) “Process”, “Processing”, “Controller”, “Processor”, “Data Subject” and “Supervisory Authority” shall have the meanings given to them by GDPR.

Nuance and Company are sometimes referred to individually as a “Party” and collectively as the “Parties”.

2. STATUS OF THE PARTIES

2.1 Company, as Controller or Processor acting on behalf of a Controller, grants Nuance the right to Process the Personal Data for the purposes of providing the Services to Company pursuant to this DPA and in accordance with the Main Agreement.

3. PROCESSING REQUIREMENTS

3.1 Data Processing Details. Company is responsible for establishing the lawful basis for Processing the Personal Data, including obtaining all necessary consent where required, and will comply with all applicable Data Protection Laws with respect thereto. The type of Personal Data Processed pursuant to this DPA as well as the subject matter, nature and purpose of the Processing, the Data Subjects involved, location(s) and retention period are as described in the Data Processing Details located at https://www.nuance.com/about-us/terms-and-conditions/data-processing-terms/details.html(Open a new window). The duration of Processing will be the duration of the Main Agreement.

3.2 Processing under Control of Controller. Nuance shall only Process the Personal Data to provide the Services and shall act only in accordance with Company’s documented instructions, including the transfer by Nuance of Company Personal Data to any country or territory, to the extent appropriate for the provision of the Services, and except as required to comply with a legal obligation to which Nuance is subject, in such case, Nuance will inform Company of that legal requirement before Processing, unless that law, regulation or order prohibits such information on important grounds of public interest. Company’s individual instructions on Processing of Personal Data shall be as detailed in the Main Agreement and this DPA. Company instructs Nuance and its sub‑processors and Affiliates to use, compile (including creating statistical and other models), annotate and otherwise analyze the Personal Data for the purpose of operating, maintaining, tuning, enhancing, improving and providing technical support services for the speech recognition, natural language understanding and other Nuance software and technologies that are embodied in the Services. Company acknowledges that Nuance will apply privacy safeguards such as the anonymization of the Personal Data where appropriate. Personal Data Processing instructions can be modified, amended or replaced through an amendment to this DPA through the established change control process. Instructions not foreseen in or covered by the Main Agreement or this DPA shall be treated as requests for amendments to this DPA. Any additional or alternate instructions must be agreed upon in writing, and may be charged for, separately. Company accepts that the following are the instructions: (a) Processing in accordance with the Main Agreement and, if so agreed, order form(s) or statement(s) of work; and (b) Processing initiated by users of the Services (for example, when sending an output file by email to another person). Company shall be responsible for compliance with its obligations as a Controller under Data Protection Laws including giving notice and obtaining all necessary consents and Nuance shall, immediately upon becoming aware, inform Company if: (i) in Nuance’s opinion, an instruction infringes Data Protection Laws or; (ii) additional information in Company’s possession or control is requested or required by a Supervisory Authority in relation to the data Processing activities carried out by Nuance under this DPA. In such cases Nuance will have the right to request all information necessary to demonstrate compliance with Company´s obligations, which Company may redact as appropriate to preserve the confidentiality of any Personal Data.

3.3 Nuance Disclaimer. Nuance Processes Personal Data that may be incorporated by Company into official records. Nuance does not maintain the Company’s system of records, and therefore Nuance does not store or maintain any official records or part thereof for Company. The originals of any records, including medical records, will be maintained by Company or its other contractors. Nuance only has access to parts of the records via remote access over Company’s computer system in connection with the provision of the Services set forth in the Main Agreement.

3.4 Confidentiality. Without prejudice to any existing contractual arrangements between the Parties, Nuance shall treat all Personal Data as strictly confidential. Nuance shall take appropriate steps so that only authorized personnel who are subject to binding obligations of confidentiality, either contractual or statutory, will have access to the Personal Data. Termination or expiration of this DPA shall not discharge Nuance from its confidentiality obligations.

3.5 Limitation of Access. Nuance will ensure the performance of the Services according to this DPA is limited to the personnel performing the Services under the Main Agreement.

3.6 Data Protection Officer (DPO). Nuance has appointed a data protection officer, who can be reached at: Privacy@Nuance.com or by mail (Worldwide) at:

Chief Privacy Officer
Nuance Communications, Inc.
15 Wayside Road
Burlington MA 01803
USA

Data Protection Officer
Nuance Communications Ireland, Ltd
70 Sir John Rogerson’s Quay,
Dublin 2,
D02R296
IRELAND

Any changes to this contact information will be published at https://www.nuance.com/about-us/company-policies/privacy-policies.html(Open a new window).

3.7 Data Subject Notices. For Personal Data that is provided to Nuance by Company under the Main Agreement, Company is responsible for providing any notices and information required by Data Protection Laws to be given at the time of collection, including, but not limited to notice with respect to:

i) Recipients or categories of recipients as permitted by Section 5; and

ii) Transfer of Personal Data to third countries as outlined in the Sub‑Processor List, located at https://www.nuance.com/about-us/terms-and-conditions/data-processing-terms/sub-processors.html(Open a new window), for the purposes as outlined in Section 3.2 above. Nuance shall also comply with the transfer requirements set forth in Section 6 below.

3.8 Data Subject Requests. As between the Parties, Company shall be responsible for addressing all Data Subject Requests. Nuance shall promptly notify Company if Nuance receives a request from a Data Subject to exercise his or her Data Subject’s rights. Taking into account the nature of the Processing and insofar as possible, Nuance shall assist Company by appropriate technical and organizational measures in fulfilment of Company’s obligations to respond to said Data Subject Request under Data Protection Laws. To the extent legally permitted, Company shall be responsible for any costs arising from Nuance’s provision of such assistance.

3.9 Notice of Personal Data Breach. Nuance maintains an incident management policy and shall notify Company of any Personal Data Breach without undue delay after becoming aware. Such notification will include the required information which Nuance as a Processor is obliged to provide to the Controller under Data Protection Laws, to the extent that such information is reasonably available to Nuance.

In the event of a Personal Data Breach, Nuance shall investigate the cause of such Personal Data Breach and take steps as Nuance deems necessary and reasonable under industry standards, in order to remediate the cause of such breach in fulfilling Company’s obligation under Data Protection Laws.

3.10 Deletion of Personal Data. As reasonably practicable following the termination of this DPA or the Main Agreement, Nuance shall delete all Personal Data, except to the extent applicable law requires Nuance to continue to store the Personal Data. Company acknowledges that Nuance’s deletion of Personal Data represents compliance with any legal obligation to return Personal Data to Company.

3.11 Audit and Records. Subject to reasonable prior notice from Company, Nuance shall provide Company with reasonable evidence to demonstrate Nuance’s compliance with this DPA and Data Protection Laws and shall allow for and contribute to audits, including inspections, conducted by Company or another auditor mandated by Company. Company’s right of audit under Data Protection Laws may be satisfied by Nuance through Nuance providing to Company:

(a) an audit report not older than 18 months by a registered and independent external auditor demonstrating that Nuance’s technical and organizational measures described in the Description of Technical and Organizational Measures, located at https://www.nuance.com/about-us/terms-and-conditions/data-processing-terms/TOMs.html(Open a new window), are sufficient and in accordance with an accepted industry audit standard such as SSAE 18, SOC 1, SOC 2, SOC 3, ISO 27001, ISAE 3402; and/or

(b) additional information in Nuance’s possession or control to a Supervisory Authority when it requests or requires additional information in relation to the data Processing activities carried out by Nuance under this DPA.

(c) Notwithstanding the aforementioned, in the event that Company wished to undertake a different form of audit, Company may audit Nuance’s control practices, including on‑site at Nuance’s facilities, and Company shall contact Nuance in accordance with the “Notices” section under the Main Agreement. Company shall reimburse Nuance for any time expended for any such on‑site audit at Nuance’s then‑current professional services rates, which shall be made available to Company upon request. Before the commencement of any such on‑site audit, Company and Nuance shall mutually agree upon the scope, timing, and duration of the audit in addition to the reimbursement rate for which Company shall be responsible. All reimbursement rates shall be reasonable, taking into account the resources expended by Nuance. Company shall promptly notify Nuance with information regarding any noncompliance discovered during the course of an audit and allow reasonable time for remediation.

(d) The Parties agree that when carrying out audit procedures relevant to the protection of Personal Data, Company shall take all reasonable measures to limit any impact on Nuance and Nuance’s usual course of business operations.

3.12 Nuance assistance. Nuance shall in its role as a Processor, only to the extent required under Data Protection Laws, assist the Company in ensuring compliance with its obligations under Data Protection Laws as a Controller, taking into account the nature of Processing and the information available to Nuance. This may include assistance on ensuring a level of security of the Personal Data appropriate to the risk, and where applicable, notifying Personal Data breaches to the Supervisory Authority and respective Data Subjects, as well as reasonable assistance on data protection impact assessments and consulting the Supervisory Authority prior to Processing.

4. SECURITY

Taking into account the most recent available technology, 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, Nuance will maintain appropriate technical and organizational measures to ensure a level of security appropriate to the risk, as set forth in the Description of Technical and Organizational Measures, located at https://www.nuance.com/about-us/terms-and-conditions/data-processing-terms/TOMs.html(Open a new window).

5. SUB-PROCESSING

5.1 Affiliates as Sub‑Processors. Company grants a general authorization to Nuance to appoint as sub‑processors to support the delivery of the Services any other entities controlling, under common ownership with, or under control of Nuance’s parent corporation, Nuance Communications, Inc. (“Affiliates”), as specified in the Sub‑Processor List located at https://www.nuance.com/about-us/terms-and-conditions/data-processing-terms/sub-processors.html(Open a new window).

5.2 Third‑party Sub‑Processors. Company grants Nuance and Affiliates a general authorization to appoint the sub‑processors listed at the Sub‑Processor List located at https://www.nuance.com/about-us/terms-and-conditions/data-processing-terms/sub-processors.html(Open a new window).

5.3 Sub‑Processor Changes; Company’s Right to Object. Nuance will notify Company of the names of any new and replacement sub‑processors prior to them beginning sub‑processing of Personal Data. Within ten (10) business days of receiving notice of a sub‑processor change, Company may object by providing written notice to Nuance. The notice shall describe the basis for Company’s objection, which must have reasonable grounds. Failure to notify an objection during such time period shall constitute waiver of the right to object. If Company gives written notice of objection, Nuance and Company will discuss the objection in good faith to seek to resolve it. If no resolution is found within 30 days after initial notice of objection is given, and if the Main Agreement cannot be performed without the use of the objected‑to sub‑processor, Company may terminate the affected Company’s Services on 60 days’ written notice, such notice to be given no later than 45 days after the date of the initial notice of objection.

5.4 Nuance’s Responsibility. Nuance and/or Affiliates will require all sub‑processors to enter into a written agreement with Nuance to protect Personal Data with equivalent data protection obligations to those in this DPA. Nuance shall remain liable to Company for any breach by the sub‑processor of its agreement with Nuance.

6. DATA TRANSFERS

6.1 Nuance Hosting Location. Nuance provides, operates, and maintains the data hosting centers in the locations described in the Data Processing Details, located at https://www.nuance.com/about-us/terms-and-conditions/data-processing-terms/details.html(Open a new window), to support the operation of the Services.

6.2 Transfers outside the first jurisdiction by Nuance. Company acknowledges that Nuance may Process or permit access from (“transfer”) Personal Data to sub‑processors: (i) outside the jurisdiction(s) in which any Personal Data originated (“First Jurisdiction”), and (ii) a jurisdiction which is not deemed an Adequate Country in the First Jurisdiction. If Personal Data is transferred by Nuance, Nuance shall ensure that a mechanism to achieve adequacy in respect to the Processing is in place, such as:

(a) The requirement that the sub-processor be self-certified under the EU-U.S. Data Privacy Framework (EU-U.S. DPF), the UK Extension to the EU-U.S. DPF, and the Swiss-U.S. Data Privacy Framework (Swiss-U.S. DPF);

(b) For Personal Data originated from a country within the EEA, (i) the execution between Nuance and its sub‑processors of EU Standard Contractual Clauses (Module Three – Processor to Processor), a copy of which can be made available to Company upon request, and (ii) the requirement of sub‑processors to comply with onward transfer principles under EU Standard Contractual Clauses; and

(c) the adoption by Nuance and its sub‑processors of additional safeguards, where necessary, to ensure that during and after the transfer, the Personal Data is subject to a level of protection equivalent to that of the EU. Such safeguards might include anonymization of Personal Data as well as pseudonymization and encryption, including during transmission, in each case taking account of the level of data protection in the recipient country and the nature of the Personal Data concerned. Further details on the safeguards applied by Nuance and Affiliates are set out in the Description of Technical and Organizational Measures located at https://www.nuance.com/about-us/terms-and-conditions/data-processing-terms/TOMs.html(Open a new window), whereas the additional safeguards applied by Nuance and its sub‑processors do not release Company from its own data protection obligations; or

(d) Any other specifically approved safeguard for data transfer under Data Protection Laws or a European Commission finding of adequacy;

For the purposes of section 6.2 (a), it is hereby confirmed that Nuance Communications Inc. and its U.S. Affiliates as Sub-processors are certified to the EU-U.S. DPF, the UK Extension to the EU-U.S. DPF and the Swiss-U.S. Privacy Shield Frameworks and the commitments they entail. Nuance agrees to notify Company if it makes a determination that it can no longer meet its obligation to provide the same level of protection as is required by the EU-U.S. Data Privacy Framework Principles with regard to the processing of personal data received from the European Union in reliance on the EU-U.S. DPF and from the United Kingdom (and Gibraltar) in reliance on the UK Extension to the EU-U.S. DPF and/or by the Swiss-U.S. Data Privacy Framework Principles with regard to the processing of personal data received from Switzerland.

6.3 Transfers outside the first jurisdiction by Company. If Personal Data originating from the First Jurisdiction is disclosed by Company/Company affiliates to Nuance in a country: (i) outside the First Jurisdiction, and (ii) a jurisdiction which is not deemed an Adequate Country in the First Jurisdiction:

a) Where Personal Data is originating from a country within the EEA, EU Standard Contractual Clauses (Module Two – Controller to Processor) located at https://www.nuance.com/about-us/terms-and-conditions/data-processing-terms/eu-standard-contract-clause-C2P.html(Open a new window), will apply, and Company/Company Affiliate shall be deemed Exporter. The EU Standard Contractual Clauses is hereby agreed and incorporated by reference into this DPA and made an integral part. The requirement to comply with onward transfer principles set out in Section 6.2 (a) and the obligations set out in Section 6.2 (b) apply correspondingly.

b) For Personal Data originating from a country outside the EEA, specific cross‑border data transfer provisions are detailed in Section 8 below.

7. ADDITIONAL PROVISIONS FOR SPECIFIC TYPES OF PERSONAL DATA

7.1 Child Data. Company hereby represents and warrants that;

(a) Where applicable, Company’s website, services and products comply with the GDPR, US Children's Online Privacy Protection Act of 1998, (“COPPA”) and other Data Protection Laws protecting Personal Data from children under 16 (“Child Data”) including but not limited to any rules for obtaining consent.

(b) Company shall not use Nuance’s Services in connection with an online site, service, or product that targets children under 16 as its primary audience (“Primarily Child‑Directed”). Primarily Child‑Directed is based on empirical evidence regarding audience composition, and evidence regarding the intended audience, such as subject matter, visual content, use of animated characters or child‑oriented activities and incentives, music or other audio content, age of models, presence of child celebrities or celebrities who appeal to children, language or other characteristics of the web site or online service, as well as whether advertising promoting or appearing on the web site or online service is directed to children.

(c) If Company uses Nuance licensed software for Primarily Child‑Directed online sites, services or products, then Company must not send to Nuance (in connection with maintenance, support and tools regarding the Nuance licensed software, or otherwise) any Child Data.

(d) If Company uses Services for mixed audience or general audience online sites, services or products which may be accessed by children under 16, but are not Primarily Child‑Directed, then Company’s verifiable parental consent mechanism, direct notice, and web notice, when required by Data Protection Laws, shall adequately disclose and sufficiently cover the transfer of Child Data to Nuance and Nuance's collection and Processing of Child Data consistent with this DPA.

The Parties agree that Nuance is not an operator as that term is defined in COPPA.

7.2 CCPA Compliance. To the extent that Nuance receives from Company any “personal information” of any “consumer” subject to the California Consumer Privacy Act (“CCPA”) for Processing on behalf of Company pursuant to this DPA, Nuance and Company shall each comply with all applicable provisions of the CCPA and each Party shall, upon the other’s reasonable written request, cooperate in good faith to enter into additional and modified terms to address any amendments to the CCPA or otherwise to ensure the Parties’ compliance therewith. To the extent applicable, Nuance shall be considered a “service provider” to Company under the CCPA, and shall not (a) retain, use or disclose such personal information for any purpose other than for the specific purpose of performing Services under this DPA or as otherwise permitted by the CCPA, including for a valid “business purpose”; (b) retain, use or disclose such personal information for a “commercial purpose” other than providing the Services under this DPA; (c) retain, use or disclose such personal information outside the direct business relationship between Nuance and Company; or (d) “sell” such personal information. Nuance understands and certifies that it will comply with the prohibitions outlined herein. For the purposes of this paragraph, the terms “personal information”, “consumer”, “service provider”, “business purpose”, “commercial purpose” and “sell” shall have the meanings set forth in the CCPA.

7.3 Biometric Data.

7.3.1 With respect to the Personal Data defined in Section 1, Personal Data shall include biometric data to the extent that Nuance creates or receives from Company biometric identifiers, biometric information or Personal Data resulting from specific technical processing relating to the physical, physiological or behavioral characteristics of a natural person, which allow or confirm the unique identification or authentication of that natural person.

7.3.2 In addition to the requirements listed in Section 3.7, Company is responsible for providing any notices, written policy made available to the public and/or information related to Personal Data required by Data Protection Laws, including, but not limited to giving notice with respect to:

i) Recording of conversations with Company and disclosure of such recordings to Nuance, Nuance’s Affiliates and sub‑processors;

ii) Processing by Nuance of physical, physiological or behavioral characteristics for the purpose of creating, collecting or storing Personal Data. Company acknowledges that such Processing is for the limited purpose of providing service and Nuance is not buying, selling, leasing, trading, or otherwise profiting from a natural person's biometric identifier or biometric information;

iii) Length of term and guidelines for permanently destroying biometric identifier or biometric data being collected, stored, and used.

7.3.3 Company shall obtain all necessary consents, releases or licenses, where required, to allow Nuance to capture, store, process, disclose, use, and transfer internationally the Personal Data.

7.3.4 Company will make all necessary disclosures to, and obtain approval from Supervisory Authorities required under the Data Protection Laws, including but not limited to the Quebec Act to Establish a Legal Framework for Information Technology (R.S.Q., c. C‑1.1) governing a database of biometric characteristics and measurements.

7.3.5 When a person unenrolls in biometric authentication, their account is closed or when the initial purpose for collecting or obtaining such Personal Information has otherwise been satisfied, Company shall provide Nuance with instructions regarding the deletion of Personal Data required by Data Protection Laws.

7.3.6 Company’s failure to comply with the terms of this Section 7.3 is a material breach of this DPA and the Main Agreement and will allow Nuance to suspend the Services.

8. ADDITIONAL PROVISIONS FOR INDIVIDUALS LOCATED IN CERTAIN COUNTRIES.

Each one or more of the following additional provisions apply based on the location of the individual in the respective country whose Personal Data is being Processed.

8.1 ADDITIONAL PROVISIONS FOR ARGENTINA

8.1.1 Data Protection Law. With respect to the Personal Data of individuals in Argentina, the Data Protection Laws defined in Section 1 shall include the Argentinian Privacy Principles, as defined in Argentine Personal Data Protection Law 25 326.

8.1.2 General Processing Obligation. Nuance will Process the Personal Data in a manner consistent with the provisions of the Data Protection Laws.

8.1.3 Transfer outside Argentina by Company. For Personal Data originating from Argentina, the Parties agree that the Argentina Standard Contractual Clauses executed between Company and Nuance located at https://www.nuance.com/about-us/terms-and-conditions/data-processing-terms/ar-standard-contract-clause.html(Open a new window) will apply.

8.1.4 Transfers outside Argentina by Nuance. Where the transfer is to a sub‑processor which is not located in an Adequate Country, Nuance shall ensure that a mechanism to achieve adequacy in respect to the Processing is in place, such as:

(a) The execution by Nuance, for itself and/or on behalf of Company, of the Argentina Standard Contractual Clauses. Upon request, Nuance will provide to Company for review such copies of agreements, subject to redaction for confidential commercial information not relevant to the requirements under this DPA. Company authorizes Nuance and its Affiliates to enter into Argentina Standard Contractual Clauses consistent with this DPA and the Argentina Standard Contractual Clauses located at https://www.nuance.com/about-us/terms-and-conditions/data-processing-terms/ar-standard-contract-clause.html(Open a new window), controller‑to‑processor, on behalf of Company;

(b) The existence of any self‑regulation framework or binding corporate rules providing adequate protection to the transferred Personal Data.

8.2 ADDITIONAL PROVISIONS FOR AUSTRALIA

8.2.1 Data Protection Law. With respect to the Personal Data of individuals in Australia, the Data Protection Laws defined in Section 1 shall include the applicable federal, state and territorial privacy legislation.

8.2.2 General Processing Obligation. Nuance will Process the Personal Data in a manner consistent with Data Protection Laws.

8.2.3 Breach Notification Obligation. If Company is located in Australia, the definition of Personal Data Breach set forth in Section 1 shall include any “eligible data breaches” as defined under the Australian Notifiable Data Breach Scheme.

8.2.4 Transfers outside Australia. In addition to the requirements of Section 6.3, in the event that Nuance transfers Personal Data outside Australia, Nuance will enter or have entered into agreements with the transferees that include contractual protections substantially similar to the Australian Privacy Principles to secure and protect the Personal Data to the same extent as required by the obligations imposed on Nuance by this DPA.

8.3 ADDITIONAL PROVISIONS FOR BRAZIL

8.3.1 Data Protection Law. With respect to the Personal Data of individuals in Brazil, the Data Protection Laws defined in Section 1 shall include the “LGPD” or the Brazilian General Data Protection Regulation, Law Nº 13.709/2018 which regulates the Processing of Personal Data in Brazil.

8.3.2 General Processing Obligation. Nuance will Process the Personal Data in a manner consistent with the Brazilian General Data Protection Regulation, Law Nº 13.709/2018.

8.3.3 Transfers outside Brazil. In addition to the requirements of Section 6.3, in the event that Nuance transfers Personal Data to a country outside Brazil that is not deemed an Adequate Country, Nuance will enter or have entered into agreements with the transferees that include contractual protections to secure and protect the Personal Data to the same extent as required by the obligations imposed on Nuance by this DPA.

8.4 ADDITIONAL PROVISIONS FOR CANADA

8.4.1 Controller. With respect to the processing of Personal Data of individuals in Canada, the term Controller defined in Section 1 shall include an organization in respect of personal information that the organization collects, uses or discloses in the course of commercial activities; or a health information custodian, custodian, public body, enterprise, trustee, or similar designation under Applicable Data Protection Law.

8.4.2 Data Protection Laws. With respect to the Personal Data of individuals in Canada, the Data Protection Laws defined in Section 1 shall include the applicable federal and provincial privacy legislation.

8.4.3 Personal Data. Personal Data defined in Section 1 shall include personal information and personal health information as those terms are defined in applicable Data Protection Law.

8.4.4 Processor. With respect to the processing of Personal Data of individuals in Canada, the term Processor defined in Section 1 shall include an agent, a provider, service provider or similar designation under Applicable Data Protection Law.

8.4.5 General Processing Obligation. Nuance will Process the Personal Data in a manner consistent with Data Protection Laws. This DPA applies to all Personal Data processed by Nuance on behalf of Company, regardless of whether the Personal Data is received directly or indirectly from Company, including Company Personal Data provided to Nuance by a distributor or reseller in the provision of support services to Company.

8.4.6 Transfers outside Canada. Company acknowledges that Nuance may, in the performance of this DPA, transfer Personal Data outside Canada, and in such event, in compliance with the accountability principle Nuance will enter or have entered into agreements with the transferees that include contractual protections to secure and protect the Personal Data to the same extent as required by the obligations imposed on Nuance by this DPA.

8.4.7 Governing Law. This Agreement will be governed by the laws of the Province where Company is located (“Applicable Province”), and the federal laws of Canada applicable therein, without regard to principles of conflict of laws. The Parties hereto agree to submit all disputes related to this Agreement exclusively to the courts in the Applicable Province, to which each Party consents to the jurisdiction of such courts and waives any objection it may have with respect to venue.

8.5 ADDITIONAL PROVISIONS FOR CHILE

8.5.1 Data Protection Law. With respect to the Personal Data of individuals in Chile, the Data Protection Laws defined in Section 1 shall include the Chilean Law 19,628 on the Protection of Private Life to existing language.

8.6 ADDITIONAL PROVISIONS FOR COLOMBIA

8.6.1 Data Protection Law. With respect to the Personal Data of individuals in Colombia, the Data Protection Laws defined in Section 1 shall include Colombian Law 1581 of 2012 and Decree 1074 of 2015.

8.6.2 General Processing Obligation. Nuance will Process the Personal Data in a manner consistent with the Colombian Privacy Principles, as defined in article 4 Law 1581 of 2012.

8.6.3 Adequacy Decisions. “Adequate Country” means a country and international organization published by the Colombian Data Protection Authority (Superintendence of Industry and Commerce).

8.6.4 Transfers outside Colombia. Nuance may transfer or transmit the Personal Data Processed under the scope of this DPA and the Main Agreement, to any country or territory, even if it is not considered as an Adequate Country under Colombian law, except in cases where Company expressly and by writing requires not to transfer or transmit to a particular country. Company guarantees that transfers or transmissions by Nuance are allowed under the scope of the consent provided by the Data Subject.

8.6.5 Notice of Personal Data Breach. Company and Nuance will work cooperatively to meet their mutual obligation to report to the Superintendence of Industry and Commerce any violation of the security measures and the existence of risks in the administration of the Personal Data, within 15 working days from the date in which the Personal Data Breach is detected.

8.7 ADDITIONAL PROVISIONS FOR JAPAN

8.7.1 Data Protection Laws. With respect to the Personal Data of individuals in Japan, the Data Protection Laws defined in Section 1 shall include the Japanese Act on Protection of Personal Information and relevant guidelines issued by the Personal Information Protection Commission of Japan.

8.7.2 Transfers outside Japan. Nuance may transfer or transmit the Personal Data Processed under the scope of this DPA and the Main Agreement, to any country or territory, even if it is not considered as an Adequate Country under Japanese law, except in cases where Company expressly and by writing requires not to transfer or transmit to a particular country, in which case Nuance may not be able to provide the Services, which for the avoidance of doubt shall not amount to a breach of the Main Agreement. Company guarantees that transfers or transmissions by Nuance are allowed under the scope of the consent provided by the Data Subject.

8.8 ADDITIONAL PROVISIONS FOR MEXICO

8.8.1 Data Protection Law. With respect to the Personal Data of individuals in Mexico, the Data Protection Laws defined in Section 1 shall include Mexican Federal Law on the Protection of Personal Data held by Private Parties.

8.8.2 Transfers outside Mexico. In the event that Nuance transfers Personal Data outside Mexico, Nuance will enter or have entered into agreements with the transferees that include contractual protections to secure and protect the Personal Data to the same extent as required by the obligations imposed on Nuance by this DPA.

8.9 ADDITIONAL PROVISIONS FOR SOUTH AFRICA

8.9.1 Data Protection Laws. With respect to the Personal Data of individuals residing in the Republic of South Africa ("South Africa"), the Data Protection Laws defined in Section 1 shall include South Africa's Protection of Personal Information Act ("POPIA").

8.9.2 General Processing Obligation. Nuance will Process the Personal Data in a manner consistent with POPIA, as defined in the applicable Data Protection Laws.

8.9.3 Transfer outside South Africa. If, in connection with this DPA, any Personal Data is provided by Company to Nuance outside of South Africa, such transfer will be governed by the Standard Contractual Clauses set out in Section 6.3, with the following amendments: (i) the competent Supervisory Authority shall be South Africa's Information Regulator; (ii) the governing law shall be the laws of South Africa; (iii) the choice of forum shall be the courts of South Africa; and (iv) the obligations under Clauses 14 and 15 of the Standard Contractual Clauses shall not apply.

8.10 ADDITIONAL PROVISIONS FOR SOUTH KOREA

Nuance may transfer or transmit the Personal Data Processed under the scope of this DPA and the Main Agreement to any country or territory, except in cases where Company expressly and by writing requires not to transfer or transmit to a particular country, in which case Nuance may not be able to provide the Services, which for the avoidance of doubt shall not amount to a breach of the Main Agreement. Company guarantees that transfers or transmissions by Nuance are allowed under the scope of the consent provided by the Data Subject.

8.11 ADDITIONAL PROVISIONS FOR UNITED KINGDOM

8.11.1 Data Protection Laws. With respect to the Personal Data of individuals in United Kingdom, the Data Protection Laws and GDPR defined in Section 1 shall include the Regulation (EU) 2016/679 as it forms part of the law of England and Wales, Scotland and Northern Ireland pursuant to and as amended by any legislation arising out of the 2018 Withdrawal Act of the United Kingdom from the European Union.

8.11.2 Transfer outside of the United Kingdom by Company. For Personal Data originating from the United Kingdom, the Parties agree that the UK International Data Transfer Addendum between Company and Nuance Affiliate outside the United Kingdom located at https://www.nuance.com/about-us/terms-and-conditions/data-processing-terms/uk-standard-contract-clause.html(Open a new window) will apply.

8.11.3 Transfers outside United Kingdom by Nuance. Where the transfer is to a sub‑processor which is not located in an Adequate Country, Nuance shall ensure that a mechanism to achieve adequacy in respect to the Processing is in place, such as:

(a) The execution between Nuance and its sub‑processors outside the United Kingdom of the UK International Data Transfer Addendum, a copy of which can be made available upon request;

(b) The existence of any self‑regulation framework or binding corporate rules providing adequate protection to the transferred Personal Data.

9. MISCELLANEOUS PROVISIONS

9.1 Order of Precedence. To the extent that any provisions of this DPA conflict with any provisions in the Main Agreement, this DPA shall prevail as to the specific subject matter of such provisions. The provisions in this DPA are intended to be clarifications as to how the Parties will meet their obligations under the Standard Contractual Clauses applicable in each jurisdiction. In the event that any of these provisions is in contradiction with the Standard Contractual Clauses, then the Standard Contractual Clauses shall prevail to the extent of that contradiction.

9.2 Language. If Nuance provides this DPA in more than one language for the country of Company’s address, and there is a discrepancy between the English text and the translated text, the English text will govern.

9.3 Updates to DPA terms. When Company renews or purchases a new subscription to Service or enters into a work order for a professional Services, the then‑current DPA terms will apply and will not change during Company’s subscription for that Service or term for that professional Service work order. Notwithstanding the aforementioned, when Nuance introduces features, offerings, supplements or related software that are new (i.e., that were not previously included with the Services), Nuance may provide terms or make updates to this DPA that apply to Company´s use of those new features, offerings, supplements or related software. If those terms include any material adverse changes to the DPA terms, Nuance will provide Company a choice to use the new features, offerings, supplements, or related software, without loss of existing functionality of a generally available Service. If Company does not install or use the new features, offerings, supplements, or related software, the corresponding new terms will not apply.

9.4 Regulatory changes. Notwithstanding the terms under Section 9.3, Nuance may modify or terminate a Service in any country or jurisdiction where there is any current or future government requirement or obligation that (1) subjects Nuance to any regulation or requirement not generally applicable to businesses operating there, (2) presents a hardship for Nuance to continue operating the Services without modification, and/or (3) causes Nuance to believe the DPA terms or the Services may conflict with any such requirement or obligation.

9.5 Entire agreement. This DPA shall supersede any prior agreements, arrangements and understandings between the Parties and constitutes the entire agreement between the Parties relating to the subject matter hereof.

9.6 Validity and enforceability. Should any provision of this DPA be invalid or unenforceable, then the remainder of this DPA shall remain valid and in force. The invalid or unenforceable provisions shall be either (i) amended as necessary to ensure their validity and enforceability, while preserving the Parties’ intentions as closely as possible or, if this is not possible, (ii) construed in a manner as if the invalid or unenforceable part had never been contained therein.

9.7. Non‑production environments may employ lesser or different privacy and security measures than those typically present in a production environment. If Company submits or allows Data Subjects to submit to a non‑production environment Personal Data or other data that is subject to legal or regulatory compliance requirements, Company acknowledges that it does so on its own responsibility. The following terms in this DPA do not apply to non‑production environments: Processing Requirements, Security, Additional Provisions for Specific Types of Personal Data, and Additional Provisions for Individuals Located in Certain Countries.

9.8 Company is responsible for implementing and maintaining privacy protections and security measures for components that Company provides or controls (such as Company credentials for accessing Web based reporting and self‑service tools that Nuance makes available to Company in connection with the Services).