Foundation for Artist Catalogues

EU CUSTOMER ADDENDUM

Foundation for Artist Catalogues Inc.

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Provider: Foundation for Artist Catalogues Inc.

 

Customer: as defined in the Master Service Agreement

 

This EU Customer Addendum (the "Addendum") supplements the Master Service Agreement and Artifact Services Agreement between Provider and Customer (collectively, the "Agreement"). This Addendum applies to Customers located in the European Union or whose use of the Services involves the processing of personal data of individuals located in the European Union.

 

1. INCORPORATION OF THE DATA PROCESSING ADDENDUM

 

All terms governing the processing of Personal Data — including the parties' roles as Controller and Processor, Provider's data protection obligations, sub-processor authorization, data subject rights, international data transfers, the Standard Contractual Clauses, data retention and deletion, breach notification, audit rights, and technical and organizational security measures — are set forth in Provider's Data Processing Addendum ("DPA"), available at https://artistcatalogues.org/legal/dpa, which is hereby incorporated into this Addendum by reference and forms part of the Agreement for Customers to whom this Addendum applies.

 

Capitalized terms used in this Addendum and not otherwise defined have the meanings given in the DPA or the Master Service Agreement.

 

2. GOVERNING LAW AND JURISDICTION

 

2.1 Default Governing Law

 

Unless Customer elects otherwise in the Proposal, Order Form, or other document by which Customer accepts this Addendum, this Addendum, the DPA, and any disputes arising from either are governed by New York law, consistent with Section 10.3 of the Master Service Agreement.

 

2.2 Optional Election

 

At the time of accepting the applicable Proposal or Order Form, Customer may instead elect one of the following, in which case the elected option applies in place of Section 2.1:

 

Option A — ICC Arbitration: Binding arbitration administered by the International Chamber of Commerce (ICC) under its Rules of Arbitration, conducted in English in Customer's home city and country as identified in the accepted Proposal or Order Form. The decision of the arbitrator(s) is final and binding.

 

Option B — Home Country Courts: The exclusive jurisdiction of the courts of Customer's home city and country as identified in the accepted Proposal or Order Form.

If Customer does not make an election, Section 2.1 (New York law and courts) applies by default.

 

3. ORDER OF PRECEDENCE

 

In the event of any conflict or inconsistency between:

 

(a) The Standard Contractual Clauses and any other provision of the DPA, this Addendum, or the Agreement, the Standard Contractual Clauses prevail;

 

(b) The DPA and any other provision of this Addendum or the Agreement (other than the Standard Contractual Clauses), the DPA prevails on matters of data processing;

 

(c) This Addendum and the Master Service Agreement or Artifact Services Agreement, this Addendum prevails on matters of governing law and jurisdiction as set forth in Section 2 above.

 

4. TERM

 

This Addendum takes effect on the date Customer accepts the Proposal, Order Form, or other document incorporating this Addendum, and continues until the termination or expiration of the Agreement. This Addendum terminates automatically upon termination or expiration of the DPA.

 

5. GENERAL PROVISIONS

 

5.1 Amendments

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Provider may update this Addendum on the same terms and with the same notice as set forth for amendments to the DPA. Customer's continued use of the Services after such notice constitutes acceptance of the updated Addendum.

 

5.2 Severability

 

If any provision of this Addendum is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid or unenforceable provision shall be replaced with a valid provision that most closely approximates the intent and economic effect of the invalid provision.