Distributor data processing agreement

FOR THE AVOIDANCE OF ANY DOUBT, THIS DPA SHALL NOT BE BINDING TO ANY ENTITY THAT IS NOT: (1) A PARTY TO THE MAIN AGREEMENT OR (2) A COMPANY AFFILIATE NOT CONTRACTUALLY PERMITTED TO USE THE SERVICES. IT SHALL ALSO NOT BE BINDING TO ANY ENTITY THAT IS RECEIVING SERVICES FROM NUANCE THROUGH A NUANCE AUTHORIZED DISTRIBUTOR OR RESELLER.

Last Modified April 30, 2022 / Previous Version

This Data Processing Agreement (“DPA”) is made upon acceptance of the Agreement as defined below, between the entity accepting the terms of the Agreement (“Distributor”) and the Nuance entity entering into the Agreement (“Nuance”),

each a “Party” and together the “Parties”.

RECITALS

(A) Nuance and Distributor have entered into one or more agreements, including a Master Distribution Agreement (referred to collectively as the “Agreement”) under which Nuance has granted Distributor the right to distribute and resell Nuance’s Services, as defined below, to end-customers (each a “Company”), whether directly or through resellers (each a “Reseller”). The Services include hosting, maintenance, support services, and updates for Companies, who are the Data Controllers of the Personal Data.

(B) The Parties have agreed that in order for Nuance and its Affiliates to provide Services to Companies, Nuance will Process Personal Data of Companies to whom Distributor or its Resellers have sold Nuance Services under agreements between Distributor or Reseller and Company (each a “Company Agreement”). Additionally, it will be necessary for Nuance to also Process certain Personal Data in respect of which the Distributor or Resellers will be Data Controllers.

(C) The Parties have agreed to enter into this overarching DPA in order to address the compliance obligations imposed under Data Protection Laws, and to ensure that adequate safeguards are put in place with respect to the protection of such Personal Data.

(D) Except as otherwise expressly set forth in the Agreement, the provision of Services shall be governed by this DPA pursuant to applicable Data Protection Laws and this DPA is hereby incorporated into the Agreement by reference.

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

(a) “Services” refers to the application, product or services and other activities to be supplied to or carried out on behalf of Company/Company affiliate pursuant to the Agreement.

(b) “Data Subject Request” means a request from or on behalf of a Data Subject relating to access of, or the rectification of, erasure of or data portability of that person’s Personal Data or an objection from or on behalf of a Data Subject to the Processing of his or her Personal Data.

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

(d) “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).

(e) “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, or any European Commission’s decision amending or replacing the decision of 4 June 2021.

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

(g) “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.

(h) “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.

(i) “Adequate Country” means a country, territory, or specified sectors within a country and international organization that is recognized under Data Protection Laws from time to time as providing adequate protection for Personal Data from time to time, 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.

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

2. STATUS OF THE PARTIES

2.1 Company is the Data Controller of the Personal Data of customers (e.g. patients, consumers, purchasers and the like), staff, personnel and authorized users of the Services (“Company Data”).

2.2 Distributor is the Processor of Company Data if no Reseller is used.

2.3 If Distributor uses a Reseller, Reseller is the Processor of Company Data. Distributor is then a sub-processor of Company Data.

2.4 If Distributor does not use a Reseller, Nuance is a sub-processor of Company Data; otherwise Nuance is a sub-sub-processor.

2.5 Nuance’s Affiliates and service providers as set forth in the Sub-Processor List are sub‑sub‑processors or sub-processors of any lower degree that results from the respective (onward-)transfer of Company Data, depending on whether they are instructed by Nuance directly or by an Affiliate and whether Distributor uses a Reseller. In the following, they are collectively referred to as sub-processors.

2.6 Under its Agreement with Distributor, Nuance is a Data Processor, through its CRM and support ticketing system, for Distributor.

2.7 As further described in Section 3 below, Distributor grants Nuance the right to Process Personal Data in accordance with this DPA to deliver the Services. Distributor shall ensure that Company and Reseller, respectively, obtain all necessary consents required (if any) under EU Data Protection Laws to allow Nuance to Process the Personal Data as described in this DPA.

3. PROCESSING REQUIREMENTS

3.1 Data Processing Details. Distributor, on behalf of Company, instructs Nuance and its sub‑processors to Process the Personal Data, only under the documented instructions of Distributor, as represented by the Agreement, this DPA, any other instructions of Distributor agreed in writing by Distributor and Nuance and in compliance with Data Protection Laws, 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. Any oral instructions shall be confirmed in writing and agreed by both Parties. Any additional or alternate instructions must be agreed upon, and may be charged for, separately. Distributor accepts and ensures Company accepts that the following all amount to instructions: (a) Processing in accordance with the 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). Distributor will hold Company responsible for establishing the lawful bases for Processing the Personal Data, including obtaining all necessary consent, and will comply with all applicable Data Privacy Laws with respect thereto. 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 purposes 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. 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 Agreement or this DPA shall be treated as requests for amendments to this DPA. Nuance shall, immediately upon becoming aware, inform Distributor if, in Nuance’s opinion, an instruction infringes Data Protection Laws. 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, and the location(s) and duration of the Processing are as described in the Data Processing Details.

3.2 Compliance with Data Protection Laws. Each Party warrants to the other that it will comply with all Data Protection Laws applicable to its performance under the Agreement. As between Nuance and Distributor, Distributor shall obligate each Company, either directly or indirectly through a Reseller, (i) to ensure the accuracy, quality, and legality of the Personal Data to be Processed, (ii) provide a lawful basis upon which to Process Personal Data and (iii) enter into a written agreement with equivalent data protection obligations to those in this DPA.

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 Company Agreement. Nuance shall own all intellectual property rights in all enhancements and improvements to its software and Services that result from its Processing of Personal Data.

3.4 Confidentiality. 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 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.
1 Wayside Road
Burlington MA 01803
USA

Data Protection Officer
Nuance Communications Ireland, Ltd
The Harcourt Building, 4th Floor
57B Harcourt Street
Dublin 2, D02 F721
IRELAND

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

3.6 Data Subject Notices. For Personal Data that is provided to Nuance and covered by this DPA, Distributor shall ensure that Company will be 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) Sharing of Personal Data with sub-processors as permitted by Section 5 below; and

ii) Transfer of Personal Data to Nuance’s Affiliates and sub-processors as outlined in the Sub‑Processor List, for the purposes as outlined in Section 3.1 above. Nuance shall also comply with the transfer requirements set forth in Section 6 below.

The foregoing is without prejudice to any notification obligations to which Nuance or its sub‑processors may be subject under the EU Standard Contractual Clauses.

3.7 Data Subject Requests. Nuance shall promptly notify Distributor if it receives a Data Subject Request. As between the Parties, Distributor shall be responsible for addressing all Data Subject Requests and the Parties shall reasonably assist each other in dealing with Data Subject Requests in connection with the Agreement. Taking into account the nature of the Processing and insofar as possible, Nuance shall assist Distributor by appropriate technical and organizational measures in fulfilment of the obligation to respond to said Data Subject Request under Data Protection Laws. To the extent legally permitted, Distributor shall be responsible for any costs arising from Nuance’s provision of such assistance.

3.8 Notice of Personal Data Breach. Nuance maintains an Incident Management Policy and shall notify Distributor of any Personal Data Breach without undue delay. In the event of a Personal Data Breach, Nuance shall make reasonable efforts to identify the cause of such Personal Data Breach and take reasonable steps as Nuance deems necessary and reasonable under industry standards, in order to remediate the cause of such breach to the extent the remediation is within Nuance’s reasonable control, in fulfilling Company’s or Distributor’s obligation under Data Protection Laws. Nuance shall not be responsible for incidents that are caused by Distributor, Reseller, Company or Company’s end users.

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

3.10 Audit and Records. Subject to reasonable prior notice from Distributor, Nuance shall provide Distributor 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 Distributor or another auditor mandated by Distributor. Distributor’s right of audit under Data Protection Laws may be satisfied by Nuance through Nuance providing to Distributor:

(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 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) If Nuance is unable to provide the information in (a) and (b) above, Distributor may audit Nuance’s control practices, including on-site at Nuance’s facilities, and Distributor shall contact Nuance in accordance with the “Notices” section under the Agreement. Distributor 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 Distributor upon request. Before the commencement of any such on-site audit, Distributor and Nuance shall mutually agree upon the scope, timing, and duration of the audit in addition to the reimbursement rate for which Distributor shall be responsible. All reimbursement rates shall be reasonable, taking into account the resources expended by Nuance. Distributor 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, Distributor shall take all reasonable measures to limit any impact on Nuance and Nuance’s usual course of business operations.

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 protections as set forth in the Description of Technical and Organizational Measures.

5. SUB-PROCESSING

5.1 Affiliates as Sub-Processors. Distributor 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(Open a new window).

5.2 Other Sub-Processors. Distributor grants Nuance and Affiliates a general authorization to appoint the following types of sub-processors to support the delivery of the Services: Nuance and its Affiliates’ cloud, software engineering, consulting, and other firms providing information technology and security advisory and support services; third party data center operators and providers of outsourced technical support services.

5.3 List Available. A list of all sub-processors approved by Distributor above is included in Sub‑Processor List.

5.4 Sub-Processor Changes; Distributor's Right to Object. Nuance will notify Distributor 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, Distributor may object by providing written notice to Nuance. The notice shall describe the basis for the Distributor’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 Distributor gives written notice of objection, Nuance and Distributor 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 Agreement cannot be performed without the use of the objected-to (sub-)sub-processor, Distributor 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.

5.5 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 Distributor for any breach by the sub-processor of its agreement with Nuance; Distributor’s authorization of the sub-processor does not remove this responsibility.

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 and the Sub-Processor List to support the operation of the Services.

6.2 Transfers outside EEA by Nuance. Distributor agrees that Nuance may transfer Personal Data to sub-processors outside of the European Economic Area (“EEA”) for purposes of this DPA. If Personal Data Processed under this DPA is transferred by Nuance from a country within the EEA to a country outside the EEA, 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 of EU Standard Contractual Clauses (Module Three - Processor to Processor), which can be viewed by accessing the before link to the EU Standard Contractual Clauses, to demonstrate Nuance’s compliance with this obligation; and the requirement of sub‑processors to comply with onward transfer principles under EU Standard Contractual Clauses; and

(b) The application 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, whereas the additional safeguards applied by Nuance and its sub-processors do not release Company from its own data protection obligations; or

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

6.3 Transfers outside of other jurisdictions by Nuance. If Personal Data Processed under this DPA is transferred outside of the jurisdiction of the country from which the data was initially Processed (the “First Jurisdiction”) other than the EEA, Nuance shall ensure compliance with applicable Data Protection Laws within the First Jurisdiction governing such transfer. Specific cross-border data transfer obligations are detailed in Section 8 below.

7. ADDITIONAL PROVISIONS FOR SPECIFIC TYPES OF PERSONAL DATA

7.1 Children Data. Distributor hereby represents and warrants that;

(a) 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 Information (as such term is defined by applicable law) from children under 16 (“Child Data”).

(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, as 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 and Distributor ensures that Company (and Reseller) understand the following: Nuance is not an operator as that term is defined in COPPA. As between Company, Distributor or Reseller on the one side and Nuance on the other side, Company, Distributor or Reseller respectively is solely responsible for any liability arising from its noncompliance with its responsibilities and obligations under the Data Protection Laws or this DPA.

7.2 CCPA Compliance.

(a) The Parties understand and certify, and Distributor will ensure that Reseller will understand and certify that:

To the extent Nuance receives from Company (directly or through third parties) any “personal information” of any “consumer” subject to the California Consumer Privacy Act (“CCPA”) for Processing within the scope of this DPA, Nuance, Distributor, Reseller and Company shall each comply with all applicable provisions of the CCPA. 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 provision of the Services under this DPA; 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.

(b) In case of any amendments to the CCPA, the Parties will agree upon any changes to this DPA which may be necessary to make this DPA compliant with the CCPA as amended.

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 behavioural 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 3.6, Distributor shall ensure that Company is responsible for providing any notices, written policy, made available to the public, and information related to Personal Data required by Data Protection Laws, including, but not limited to information with respect to:

i) Recording of conversations with Company and disclosure of such recordings to Nuance, Nuance’s Affiliates and sub‑processors for the purposes as outlined in Section 3.1 above;

ii) Processing by Nuance of physical, physiological or behavioural characteristics for the purpose of creating, collecting or storing Personal Data. Distributor 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 information being collected, stored, and used as outlined in this DPA.

7.3.3 Distributor shall ensure that Company shall obtains all necessary consents, releases or licenses, to allow Nuance to capture, store, process, disclose, use, and transfer internationally the Personal Data in accordance with Data Protection Laws.

7.3.4 Distributor shall ensure that 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, Distributor shall provide Nuance with instructions regarding the deletion of Personal Information required by Data Protection Laws.

7.3.6 Distributor’s failure to comply with the terms of this Section 7.3 is a material breach of this DPA and the Agreement. Distributor shall make available to Nuance all information necessary to demonstrate compliance with Distributor’s obligations in this Section 7.3 and allow for and contribute to audits, including inspections, conducted by Nuance. In the event of any inquiry, investigation or claim by any governmental regulator or authority related to compliance with Data Protection Laws, Distributor shall ensure that Nuance is provided with copies of all applicable consents, privacy policies, notices and disclosures necessary to respond to said inquiry, investigation or claim. In addition, Distributor shall ensure that Nuance is provided with a copy of the end customer notifications and/or consents applicable in each jurisdiction at least sixty (60) days prior to the production deployment date.

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. If, in connection with this DPA, any Personal Data is provided by Company, Distributor or Reseller to Nuance outside Argentina and not in an Adequate Country, such transfer will be governed by the Argentina Standard Contractual Clauses.

8.1.4 Transfers outside Argentina by Nuance. Distributor acknowledges, and ensures that Company and Reseller acknowledge, that Nuance may, in the performance of this DPA, transfer Personal Data to Affiliates and other sub-processors established outside Argentina. Where such sub‑processor 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 consent of each individual whose Personal Data is transferred to a non‑Adequate Country;

(b) The execution by Nuance, for itself and/or on behalf of Company, Distributor or Reseller, of the Argentina Standard Contractual Clauses. Upon request, Nuance will provide to Company, Reseller or Distributor respectively for review such copies of agreements, subject to redaction for confidential commercial information not relevant to the requirements under this DPA. Distributor authorizes, and ensures that Company and Reseller authorize, Nuance and its Affiliates to enter into Argentina Standard Contractual Clauses consistent with this DPA and the Argentina Standard Contractual Clauses controller‑to‑processor, on behalf of Company, Distributor or Reseller respectively;

(c) 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, Distributor or Reseller respectively, depending on whose Personal Data is Processed, 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. “Colombian 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 Agreement, to any country or territory, even if it is not considered as an Adequate Country under Colombian law, except in cases where Company, Distributor or Reseller respectively, depending on whose Personal Data is Processed, expressly and by writing requires not to transfer or transmit to a particular country. Distributor 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. Distributor and Nuance will work cooperatively to meet their 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 Agreement, to any country or territory, even if it is not considered as an Adequate Country under Japanese law, except in cases where Distributor expressly and by writing requires not to transfer or transmit to a particular country. Distributor shall ensure that 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 by Company. 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 6.4, 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 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 Agreement to any country or territory, except in cases where Distributor 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 Agreement. Distributor shall ensure that 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 withdrawal of the United Kingdom from the European Union.

8.11.2 Transfers outside United Kingdom. Distributor acknowledges and ensures Company acknowledges that Nuance may, in the performance of this DPA, transfer Personal Data to Affiliates and other sub-processors established outside United Kingdom. Where such sub-processor is not located in a United Kingdom Adequate Country, Nuance shall ensure that a mechanism to achieve adequacy in respect to the Processing is in place, such as:

(a) The consent of each individual whose Personal Data is transferred to a United Kingdom non‑Adequate Country;

(b) The execution by Nuance, on behalf of Company, Distributor, or Reseller, as applicable, of the EU standard contractual clauses under Commission Decision 2010/87/EU of 5 February 2010 on standard contractual clauses for the transfer of personal data to processors established in third countries under Directive 95/46/EC of the European Parliament and of the Council that are available at the following link http://eur-lex.europa.eu/legal-content/EN/TXT/?uri=celex:32010D0087(Open a new window) (the “UK Standard Contractual Clauses”). Upon request, Nuance will provide to Distributor for review such copies of agreements, subject to redaction for confidential commercial information not relevant to the requirements under this DPA. Distributor authorizes Nuance and its Affiliates, and ensures that Reseller or Company authorizes Nuance and its Affiliates (as applicable) to enter into UK Standard Contractual Clauses consistent with this DPA and the UK Standard Contractual Clauses for controller-to-processors, on behalf of Distributor, Reseller, or Company respectively;

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

9. GOVERNING LAW

This DPA shall be governed by the laws of the country indicated below, and the Parties hereby submit to the jurisdiction of the courts located in the jurisdiction below and the applicable service of process. The official text of this DPA or any notices required hereby shall be in English.

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.

10. MISCELLANEOUS PROVISIONS

10.1 Order of Precedence. To the extent that any provisions of this DPA conflict with any provisions in the Agreement, this DPA shall prevail as to the specific subject matter of such provisions. If Nuance provides this DPA in more than one language for the country of Company’s billing address, and there is a discrepancy between the English text and the translated text, the English text will govern. 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. 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.

The following additional terms are part of this DPA and are incorporated herein as stated above.

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