This Data Processing Agreement (“Agreement”) forms a legally binding contract between you (“Data Processor”) and FilmTeam.ca (doing business as FilmTeam.ca, “FilmTeam.ca,” “we,” “us,” or “our”), and applies to the extent that FilmTeam.ca processes Customer Personal Data on your behalf when you act as a Data Processor for FilmTeam.ca.

WHEREAS:

1.(A) FilmTeam.ca acts as the Data Controller.

2.(B) FilmTeam.ca wishes to engage you to provide certain services (“Services”) that involve the Processing of personal data on its behalf.

3.(C) The Parties desire to implement this Agreement in order to comply with applicable Data Protection Laws, including, where applicable, the EU General Data Protection Regulation (“GDPR”), UK GDPR, Canadian privacy laws, and other applicable data protection or privacy laws.

4.(D) The Parties wish to set forth their respective rights and obligations regarding the Processing of personal data.

IT IS AGREED AS FOLLOWS:

1. DEFINITIONS AND INTERPRETATION

1.1 Unless otherwise defined herein, capitalized terms used in this Agreement shall have the following meanings:

•1.1.1 “Agreement” means this Data Processing Agreement, including all schedules and annexes hereto.

•1.1.2 “FilmTeam.ca Personal Data” means any personal data processed by you on behalf of FilmTeam.ca pursuant to or in connection with the Principal Agreement.

•1.1.3 “Data Protection Laws” means all applicable laws, regulations, and guidelines governing data protection and privacy, including the GDPR, UK GDPR, Canadian privacy legislation, and any other applicable laws.

•1.1.4 “Data Transfer” means the transfer of FilmTeam.ca Personal Data from one jurisdiction to another where such transfer is restricted by Data Protection Laws.

•1.1.5 “Services” means the collaborative networking, directory listing, and event promotion services provided by FilmTeam.ca. These Services include, but are not limited to, enabling independent filmmakers, production companies, and vendors to create and manage listings, connect with one another, network, and participate in or promote film industry events, workshops, and training sessions.

•1.1.6 “Subprocessor” means any person or entity appointed by you (the Data Processor) to process personal data on behalf of FilmTeam.ca.

1.2 The terms “Controller,” “Data Subject,” “Personal Data,” “Processing,” and “Supervisory Authority” shall have the meanings given to them under the applicable Data Protection Laws.

2. PROCESSING OF FILMTEAM.CA PERSONAL DATA

2.1 You, as the Data Processor, shall process FilmTeam.ca Personal Data only on the documented instructions of FilmTeam.ca, unless otherwise required by applicable law.

2.2 You shall process FilmTeam.ca Personal Data solely for the purposes of providing the Services described in the Principal Agreement.

3. PROCESSOR PERSONNEL

3.1 You shall ensure that any employee, agent, or contractor who has access to FilmTeam.ca Personal Data is subject to confidentiality obligations and is trained on data protection principles.

3.2 Access to personal data shall be strictly limited to those individuals who require it to perform the Services under this Agreement.

4. SECURITY

4.1 Taking into account the state of the art, costs of implementation, and the nature, scope, context, and purposes of the Processing, you shall implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk (including, where applicable, measures described in Article 32(1) of the GDPR or equivalent).

4.2 You shall regularly review and update your security measures to protect against unauthorized access, disclosure, alteration, or destruction of FilmTeam.ca Personal Data.

5. SUBPROCESSING

5.1 You shall not appoint any Subprocessor or transfer any FilmTeam.ca Personal Data to a Subprocessor without FilmTeam.ca’s prior written consent.

5.2 If you engage a Subprocessor, you shall ensure that they are bound by contractual obligations at least as protective as those contained in this Agreement, and you remain fully liable for the Subprocessor’s actions.

6. DATA SUBJECT RIGHTS

6.1 You shall assist FilmTeam.ca in fulfilling its obligations to respond to requests from Data Subjects exercising their rights under Data Protection Laws, including requests for access, correction, deletion, or restriction of Processing.

6.2 You shall promptly notify FilmTeam.ca if you receive any such request and only respond to such requests on FilmTeam.ca’s documented instructions.

7. PERSONAL DATA BREACH

7.1 You shall notify FilmTeam.ca without undue delay upon becoming aware of any Personal Data Breach affecting FilmTeam.ca Personal Data.

7.2 In the event of a Personal Data Breach, you shall cooperate with FilmTeam.ca and take all reasonable steps as directed to investigate, mitigate, and remediate the breach.

8. DATA PROTECTION IMPACT ASSESSMENT AND PRIOR CONSULTATION

You shall provide reasonable assistance to FilmTeam.ca in conducting Data Protection Impact Assessments and in consulting with Supervisory Authorities as required under applicable Data Protection Laws.

9. DELETION OR RETURN OF FILMTEAM.CA PERSONAL DATA

9.1 Upon the termination or expiration of the Services, or upon FilmTeam.ca’s written request, you shall, at your option, delete or return all FilmTeam.ca Personal Data to FilmTeam.ca, and delete all existing copies, unless otherwise required by law.

9.2 You shall confirm in writing that such deletion or return has been completed within ten (10) business days following the request.

10. AUDIT RIGHTS

10.1 FilmTeam.ca shall have the right to audit your compliance with this Agreement by requesting all necessary information and records relating to the Processing of FilmTeam.ca Personal Data.

10.2 You shall cooperate fully with any such audit and provide access to relevant facilities, systems, and personnel upon FilmTeam.ca’s reasonable request.

11. DATA TRANSFER

11.1 You shall not transfer or authorize the transfer of FilmTeam.ca Personal Data to any country outside the EEA and Canada without FilmTeam.ca’s prior written consent.

11.2 If a transfer is necessary, the Parties shall ensure that such personal data is adequately protected by using EU-approved Standard Contractual Clauses or other appropriate safeguards.

12. GENERAL TERMS

12.1 Confidentiality:

Each Party agrees to keep this Agreement and any related Confidential Information confidential and not to disclose it to any third party except as required by law.

12.2 Notices:

All notices under this Agreement shall be in writing and sent to the respective addresses provided by the Parties.

13. GOVERNING LAW AND JURISDICTION

13.1 This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable thereto, without regard to its conflict of law principles.

13.2 Any dispute arising from or related to this Agreement shall be submitted to the exclusive jurisdiction of the courts in Ontario.

14. MISCELLANEOUS

14.1 This Agreement constitutes the entire agreement between the Parties with respect to the Processing of FilmTeam.ca Personal Data.

14.2 If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

14.3 You may not assign or transfer any rights or obligations under this Agreement without FilmTeam.ca’s prior written consent.

By using our services as a Data Processor for FilmTeam.ca, you agree to be bound by the terms of this Agreement.