Fair Human-centric Image Benchmark

Dataset Terms of Use

Last Updated: November 5, 2025

Thank you for your interest in Sony AI America, Inc. (“Sony AI,” “we,” or “us”) and our Fair Human-centric Image Benchmark (“FHIBE”), along with our related website ("https://fairnessbenchmark.ai.sony/") (the “Site”). These Terms of Use are a legally binding contract between you and Sony AI regarding your use of FHIBE. Please read the following terms carefully:

BY CLICKING “AGREE” OR BY DOWNLOADING OR OTHERWISE ACCESSING OR USING FHIBE OR THE SITE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF FHIBE AND THE SITE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING SONY AI’S ACCEPTABLE USE POLICY IN EXHIBIT A AND THE DATA SHARING ADDENDUM IN EXHIBIT B (TOGETHER, THESE “TERMS”). IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE FHIBE. YOUR USE OF FHIBE, AND SONY AI’S PROVISION OF FHIBE TO YOU, CONSTITUTES AN AGREEMENT BY SONY AI AND BY YOU TO BE BOUND BY THESE TERMS.

  1. Eligibility
    You must be at least 18 years old and the age of majority in the jurisdiction in which you are based to use FHIBE. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years old and the age of majority in your jurisdiction; (b) you have not previously been restricted from using FHIBE; and (c) your use of FHIBE is, and will remain, in compliance with any and all applicable laws and regulations, including privacy laws. If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms.

    To access FHIBE, you must register for an account on the Site and provide us with some information about yourself, such as your name, email address, organizational affiliation, and intended use. You agree that the information you provide to us is accurate, complete, and not misleading. We will Process your Personal Data (as defined in the Data Sharing Addendum in Exhibit B) in line with Sony AI’s Privacy Policy.
  1. Use of FHIBE
    2.1. License. FHIBE is comprised of photographic images (“Licensed Images”) and annotations, such as attributes, labels, poses, bounding boxes, segmentation masks, keypoints, and other metadata (collectively, “Licensed Annotations”). Subject to your complete and ongoing compliance with these Terms, Sony AI grants you a limited, non-exclusive, non-transferable, non-sublicensable (except with respect to Modified Annotations (defined below)) license to: (a) use FHIBE to research or evaluate bias in machine learning and artificial intelligence software, algorithms, or similar technologies (collectively, “AI systems”) for commercial, non-commercial, and/or research purposes; (b) use FHIBE as a training dataset for the development of AI systems designed specifically to assess fairness or mitigate biases ((a) and (b) together, the “Purpose”); (c) subject to the restrictions in the Acceptable Use Policy, modify the Licensed Annotations with additional annotations in connection with the Purpose, and to reproduce and distribute such modifications of the Licensed Annotations (“Modified Annotations”) for the Purpose, provided that any such Modified Annotations must identify which annotations were added to the original Licensed Annotations; and (d) to distribute and reproduce up to twenty (20) Licensed Images per research or academic publication related to the Purpose and in media content related thereto, such as blog posts or presentations about such publications. FHIBE may not be used as training data for AI systems except as described in 2.1(b) above.
    2.2. Proprietary Rights. Subject to your compliance with these Terms, you retain any copyright and other proprietary rights that you may hold in any AI system that you develop with or otherwise derive from the use of FHIBE. The Site and FHIBE are protected by intellectual property and other laws. All rights pertaining to the Site and FHIBE are managed, owned, or used with permission, by Sony AI. Sony AI reserves all rights to FHIBE not granted expressly in these Terms.
    2.3. Restrictions: Except as otherwise explicitly provided in these Terms or expressly permitted by applicable law, in addition to the restrictions described in the Acceptable Use Policy, you may not: (a) make, support, or otherwise in any way facilitate any attempt to identify any individual whose personal data may have been used in the creation of FHIBE, including individuals in Licensed Images; (b) reproduce, distribute, publicly display, publicly perform, or create derivative works based upon FHIBE; (c) incorporate FHIBE into any other program, dataset, or product; (d) use Licensed Images in any misleading, defamatory, offensive, or discriminatory manner; (e) use FHIBE in violation of any local, state, national, or international law, or in any manner that infringes, misappropriates, or otherwise violates any third-party rights; (f) sell or otherwise transfer FHIBE or any right or ability to view, access, or use the FHIBE; (g) remove copyright and other proprietary notices contained in FHIBE; or (h) assist or permit any person in engaging in any of the acts described in this Section 2.3.
    2.4. Feedback. We respect and appreciate the thoughts and comments from the AI community. If you choose to provide input and suggestions regarding problems with or proposed improvements to FHIBE (“Feedback”), then you hereby grant Sony AI an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, worldwide, royalty-free right and license to exploit the Feedback in any manner and for any purpose, including to improve FHIBE and create other products and services. We will have no obligation to provide you with attribution for any Feedback you provide to us.
  2. Publication
    Evaluation or research results based on FHIBE may be published in scholarly publications (such as scholarly books, papers, journals, or research reports) on condition that such publication will cite FHIBE as the source data.
  3. Data Sharing Addendum
    You agree to comply with the obligations set forth in the Data Sharing Addendum in Exhibit B in relation to the Processing of Personal Data (both “Processing” and “Personal Data” have the meanings as defined in the Data Sharing Addendum in Exhibit B).
  4. Email
    We may send you emails concerning our research or other products and services. You may opt out of promotional emails by following the unsubscribe instructions in the promotional email itself.
  5. Modification of the Terms of Use
    We may, from time to time, change these Terms. Please check these Terms periodically for changes. Revisions will be effective immediately except that, for existing users, material revisions will be effective 30 days after the earlier of posting or notice to you of the revisions unless otherwise stated. We may require that you accept modified Terms in order to continue to use FHIBE. If you do not agree to the modified Terms, then you should discontinue your use of FHIBE and delete any copies of FHIBE you may have in your possession or under your control. Except as expressly permitted in this Section 6 (Modification of the Terms of Use), these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms.
  6. Termination and Termination
    7.1. Term. These Terms are effective beginning when you accept the Terms or first download, install, access, or use FHIBE, and ending when terminated as described in Section 7.2.
    7.2. Termination. In the event Sony AI finds that you breach any provision of the Terms, then your account and license to use FHIBE and these Terms automatically terminate. In addition, Sony AI may, at its sole discretion, terminate these Terms or your license to FHIBE at any time for any reason or no reason, with or without notice, and without any liability to you arising from such termination. You may terminate your account and these Terms at any time by going to your account page and deleting your account or contacting https://fairnessbenchmark.ai.sony/contact-us/general-inquiry.
    7.3. Effect of Termination. Upon termination of these Terms, your license rights will terminate, and you must immediately cease all use of FHIBE and delete or destroy all FHIBE content that you possess or control. Sections 2.2 (Proprietary Rights), 2.4 (Feedback), 4 (Data Sharing Addendum), 7.3 (Effect of Termination), 8 (Indemnity), 9 (Disclaimers; No Warranties by Sony AI), 10 (Limitation of Liability), 11 (Disputes; Applicable Laws and Jurisdiction; Waiver of Jury Trial) 12 (Applicable Laws and Jurisdiction), and 13 (General) will survive. If your account has been terminated for a breach of these Terms, then you are prohibited from creating a new account using a different name, email address or other forms of account verification.
  7. Indemnity
    To the fullest extent permitted by law, you are responsible for your use of FHIBE, and you will defend and indemnify Sony AI, its affiliates (including its parent company) and their respective shareholders, directors, managers, members, officers, employees, consultants, and agents (together, the “Sony AI Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including attorneys’ fees and costs, arising out of or connected with: (1) your unauthorized use of, or misuse of, FHIBE; (2) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (3) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (4) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.
  8. Disclaimers; No Warranties by Sony AI
    FHIBE AND THE SITE IS PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. SONY AI ENTITIES MAKE NO REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE ACCURACY, RELIABILITY, COMPLETENESS, FITNESS FOR PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTIES RIGHTS AND/OR SAFETY OF FHIBE OR THE CONTENTS OF THE SITE, AND ANY REPRESENTATIONS AND WARRANTIES RELATING THERETO ARE EXPRESSLY DISCLAIMED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SONY AI ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SITE WILL CREATE ANY WARRANTY REGARDING ANY OF THE SONY AI ENTITIES OR FHIBE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. Sony AI does not disclaim any warranty or other right that Sony AI is prohibited from disclaiming under applicable law.
  9. Limitation of Liability
    TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE SONY AI ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR USE OF FHIBE OR ANY MATERIALS OR CONTENT ON THE SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY SONY AI ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE. THE AGGREGATE LIABILITY OF THE SONY AI ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO FHIBE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO $100 USD. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
  10. Disputes; Applicable Laws and Jurisdiction; Waiver of Jury Trial
    11.1. General. These Terms shall be deemed to have been entered into in the State of New York and any Dispute arising hereunder shall be resolved in accordance with the laws of the State of New York, without reference to its conflict of laws principles. To the extent permitted by applicable law, these Terms and any and all Disputes (as defined below) arising out of or related to its subject matter or formation (including non-contractual disputes or claims) will be governed by and resolved in accordance with the provisions of this Section 11. “Dispute” is defined as any disagreement, cause of action, claim, controversy, or proceeding between you and a Sony AI Entity related to or arising out of these Terms, FHIBE, or communications from us. Dispute is to be given the broadest possible meaning that will be enforced.
    11.2. Informal Dispute Resolution. If a Dispute arises, the parties must first attempt in good faith to resolve it informally and in good faith. A party must first send a written notice of the Dispute to the other party by certified mail (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Dispute”). Sony AI’s address for Notice is: Sony AI America Inc., Attn: General Counsel, 25 Madison Ave, New York, NY 10010. The Notice of Dispute must: (a) identify the name of the party making the claim; (b) describe the nature and basis of the claim or dispute; and (c) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly within 60 days after the Notice of Dispute is received.
    11.3. New York Courts. If the parties do not reach an agreement pursuant to the dispute-resolution contemplated in Section 11.2 of these Terms, you and Sony AI agree to submit any Dispute relating to FHIBE or the Terms or the breach, enforcement, interpretation or validity thereof, to the jurisdiction of the federal or state courts within the County of New York within the State of New York, and the parties hereby submit to the exclusive jurisdiction of such courts. In the event of any Dispute, the prevailing party shall be entitled to recover all its expenses related to such Dispute, including reasonable and documented attorneys’ fees and court costs.
    11.4. THE PARTIES SHALL NOT RAISE IN CONNECTION THEREWITH, AND HEREBY WAIVE, TRIAL BY JURY AND/OR ANY DEFENSES BASED UPON THE VENUE, THE INCONVENIENCE OF THE FORUM, THE LACK OF PERSONAL JURISDICTION, THE SUFFICIENCY OF SERVICE OF PROCESS OR THE LIKE IN ANY SUCH ACTION OR SUIT.
  11. Applicable Laws and Jurisdiction
    These Terms shall be governed by and construed in accordance with the laws of Delaware, United States of America without regard to conflict of law principles. You and Sony AI submit to the personal jurisdiction of the state courts and federal courts located within New Castle County, Delaware, USA for resolution of any lawsuit or court proceeding permitted under these Terms.
  12. General
    These Terms, including the Data Sharing Addendum and Acceptable Use Policy, and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and Sony AI regarding your use of FHIBE. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms and all rights granted under these Terms at any time without notice or consent. If any portion of this Terms of Use shall be deemed invalid, void, or for any reason unenforceable, such portion shall be deemed severable and shall not affect the validity and enforceability of any remaining portion.
  13. LINKS TO NON-SONY SITES
    The third parties’ web sites (other than the Site) linked to or from this Site (“Linked Sites”) are independently operated and maintained by such third parties and are not under the control and/or supervision of Sony AI. Use of the Linked Site shall be subject to the terms and conditions stipulated by the operator of each Linked Site. Sony AI would not be responsible for any loss or damage, however caused, in connection with the use of any Linked Site and your access to any of the Linked Sites shall be at your own risk.
    Nothing contained in this Site shall be interpreted as a recommendation and/or endorsement by Sony AI of the contents of the Linked Sites and any products and/or services appeared on and/or provided through such Linked Sites. Nothing contained herein shall be deemed to constitute a partnership or the like between the operators of the Linked Sites and Sony AI.

Exhibit A

Acceptable Use Policy

This Acceptable Use Policy (“Policy”) sets forth prohibited uses of FHIBE, the permitted uses of the Fair Human-centric Image Benchmark (“FHIBE”) offered by Sony AI America, Inc. (“Sony AI”, “we”, or “us”).

This Policy supplements the Terms of Use which govern your use of FHIBE. Any defined terms used but not defined in this Policy will have the meaning provided in the Terms of Use. The restrictions described in this Policy are not exhaustive, and nothing in this Policy is intended to grant any rights or permissions not set forth in, or contrary to, those contained in the Terms of Use. We may modify this Policy at any time by posting a revised version on our website. If you have any questions regarding this policy, please contact us.

As a user of FHIBE, you may not, and may not permit or assist others, to:

  1. Attempt to re-identify any individuals in FHIBE.
  2. Attempt to infer, predict, or label any sensitive or objectionable attributes to the Licensed Images, such as race or ethnicity, gender or sexual orientation, political opinions, religion or religious beliefs, genetic data, propensity towards crime, personality, attractiveness, etc., except in connection with detecting bias in model analysis.
  3. Use biometric data in any Licensed Images to perform any Processing activities (as defined in the Data Sharing Addendum in Exhibit B) unrelated to bias evaluation and mitigation, including without limitation facial recognition.
  4. Use FHIBE in any way that causes reputational harm to the individuals in the Licensed Images or other parties.
  5. Use FHIBE in any manner that violates any applicable law, such as privacy or security laws or regulations as well as including accessing FHIBE from a country that is subject to a U.S. Government embargo.
  6. Use FHIBE for any law enforcement, military, arms or surveillance purpose or any other purpose other than the Purpose.
  7. Use FHIBE for evaluating AI systems that (are banned in, or violate restrictions of, the United States, the European Union and in your applicable jurisdiction.

As set out in Section 2.1 of the Terms of Use, FHIBE is primarily an evaluation dataset and may only be used as a training dataset for the development of bias diagnostic and mitigation tools or methods.

Exhibit B

Data Sharing Addendum

Under the Terms, the parties may share certain Personal Data (as defined below) with each other as Controllers.
In relation to the Processing of Personal Data under the Terms, the parties agree to comply with the terms set out in this Exhibit B (including appendices).

In relation to the Processing of Personal Data under the Terms, the parties agree to comply with the terms set out in this Exhibit B (including appendices).

  1. Definitions and Interpretation
    1.1 Unless otherwise defined below, all capitalized terms used in this Exhibit B shall have the meaning set out in the Terms.
    1.2 "Controller", "Data Subject", "Personal Data", "Process/Processing", "Processor" and "Supervisory Authority" will have the same meanings given to them by Data Protection Laws.
    1.3 The following further terms shall have the meanings ascribed to them:




“C-to-C Standard Contractual Clauses”


means Sections I, II, III and IV (as applicable) in so far as they relate to Module One (Controller-to-Controller) within the Standard Contractual Clauses for the transfer of Personal Data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and the Council approved by European Commission Implementing Decision (EU) 2021/914 of 4 June 2021, as reproduced in Appendix 1;


"Data Protection Laws"


means all laws, regulations and legally binding requirements of Supervisory Authorities applicable to the Processing of Personal Data under the Terms, including, but not limited to as applicable (each as amended or replaced from time to time) the EU GDPR and the UK GDPR;


“EEA”


means the European Economic Area;


"EU GDPR"


means Regulation (EU) 2016/679 of the European Parliament and the Council of 27 April 2016 (General Data Protection Regulation);


"Permitted Purposes"


means the Purpose for which the Relevant Personal Data may be processed by you in accordance with the Terms in place between the Parties relating to the Relevant Personal Data;


"Personal Data Breach"


means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data transmitted, stored or otherwise Processed;


"Relevant Personal Data"


means the Personal Data provided by Sony to you and vice versa in connection with the Terms;


"Relevant Data Subjects"


means the Data Subjects whose Relevant Personal Data is provided by Sony to you and vice versa in connection with the Terms;


“Transfer Clauses”


means the C-to-C Standard Contractual Clauses and the UK Addendum;


"UK"


means the United Kingdom of Great Britain and Northern Ireland;


“UK Addendum”


means the template international data transfer addendum to the EU Commission Standard Contractual Clauses version B.1.0 issued by the UK Information Commissioner’s Office and laid before Parliament in accordance with under S119A(1) Data Protection Act 2018 on 2 February 2022, as it is revised under Section 18 of the UK Addendum, as currently set out at: https://ico.org.uk/media/for-organisations/documents/4019539/international-data-transfer-addendum.pdf; and


"UK GDPR"


means the United Kingdom General Data Protection Regulation, as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018.

  1. COMPLIANCE WITH DATA PROTECTION LAWS
    2.1 The Parties will Process Relevant Personal Data in accordance with all applicable Data Protection Laws.
  2. PROCESSING OF RELEVANT PERSONAL DATA AS INDEPENDENT CONTROLLERS
    3.1 The Parties acknowledge that they each act as an independent Controller in respect of Relevant Personal Data Processed in connection with the Terms.
    3.2 You warrant that you will Process the Relevant Personal Data in compliance with this Exhibit B, and only for the Permitted Purposes, unless agreed otherwise in writing with us.
    3.3 You will cooperate with us, upon request, in relation to:
    (a) Sony AI’s obligations under the Data Protection Laws, including but not limited to giving notice to (and, where required by law, obtaining consent from) the Relevant Data Subjects in relation to Relevant Personal Data Processed in connection with the Terms;
    (b) any request, complaint or query from any Relevant Data Subject in relation to Relevant Personal Data Processed in connection with the Terms; and/or
    (c) any inquiry, investigation or request made by any competent Supervisory Authorities in relation to Relevant Personal Data Processed in connection with the Terms.
    3.4 You will maintain a record of any requests by Relevant Data Subjects to exercise their rights under Data Protection Laws in relation to any Relevant Personal Data, the decisions made and any information that was exchanged. Records must include copies of the request for information, details of the data accessed and shared and where relevant, notes of any meeting, correspondence or phone calls relating to the request.
    3.5 Notwithstanding anything in the Terms of Use, you will promptly on request (and in any event within ten (10) Business Days) provide to us evidence of compliance with your data processing obligations in relation to Relevant Personal Data to enable independent, third-party auditors to assess compliance with this Exhibit B or to respond to any request from, or requirement of, competent Supervisory Authorities or any other regulatory or judicial body of competent jurisdiction.
    3.6 You will maintain complete, accurate and up to date written records of all categories of processing activities carried out related to the Terms containing such information as required under Data Protection Laws and this Exhibit B, including, but not limited to, the access, control and security of the Relevant Personal Data, the processing purposes, categories of processing and a general description of the technical and organisational measures.
    3.7 You will ensure processing of Relevant Personal Data party will not knowingly cause Sony AI to breach Data Protection Laws.
    3.8 You will promptly notify Sony AI and co-operate with it if you believe that you may no longer be able to comply with any of the terms of this Exhibit B.
  3. DATA SECURITY
    4.1 You will implement and maintain appropriate technical and organisational measures to protect Relevant Personal Data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access.
    4.2 You will ensure a level of security appropriate to the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction, alteration or damage and the nature of the Relevant Personal data, including, as appropriate: (a) pseudonymisation and encryption; (b) the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services; (c) the ability to restore the availability and access to the Relevant Personal Data in a timely manner in the event of a physical or technical incident; and (d) a process for regularly testing, assessing and evaluating the effectiveness of those measures (“Security Principle”).
    4.3 Each party will monitor good industry data security practice and keep compliance with Data Protection Laws regularly under review, particularly in relation to the technical and legal developments and relevant new or changed security threats, and at its own cost implement any further steps that are necessary to comply adequately with the obligations which are imposed on a controller pursuant to the Security Principle.
    4.4 You will notify us without undue delay upon becoming aware of any Personal Data Breach affecting Relevant Personal Data.
    4.5 The Parties will cooperate fully with each other and use commercially reasonable endeavours to assist each other in relation to any reporting or notification obligations in the event of a Personal Data Breach affecting Relevant Personal Data.
  4. INTERNATIONAL DATA TRANSFERS
    5.1 To the extent Relevant Personal Data that is subject to the EU GDPR will be transferred (either directly or via onward transfer) to a third country which is not subject to an adequacy decision, the Parties agree to comply with the C-to-C Standard Contractual Clauses as set out at Appendix 1.
    5.2 To the extent Relevant Personal Data that is subject to the UK GDPR will be transferred (either directly or via onward transfer) to a third country which is not subject to an adequacy decision, the Parties agree to comply with the terms of the UK Addendum. Part 2: Mandatory Clauses of the Approved Addendum, being the template Addendum B.1.0 issued by the Information Commissioner’s Office and laid before Parliament in accordance with s119A of the Data Protection Act 2018 on 2 February 2022, as it is revised under Section ‎‎18 of those Mandatory Clauses shall apply. The Parties also agree that the information included in Part 1 of the UK Addendum is set out in this Exhibit B. Sony AI may end the Approved Addendum as set out in Section 19 of the Approved Addendum.
    5.3 In the event of any inconsistency between the provisions of the Transfer Clauses and the Terms including this Exhibit B or other agreements between the Parties, the Transfer Clauses shall take precedence. The terms of this Exhibit B shall not vary the Transfer Clauses in any way.
    5.4 In the event that the Transfer Clauses are amended, replaced or repealed, the Parties shall work together in good faith to enter into any updated version of the Transfer Clauses or negotiate in good faith a solution to enable a transfer of Personal Data to be conducted in compliance with Data Protection Laws.
  5. DISPUTE RESOLUTION
    6.1 If a Party receives a complaint, dispute or claim brought by a data subject or a notice or investigation by a competent Supervisory Authority which relates directly or indirectly to the other Party’s: (i) processing of the Relevant Personal Data; or (ii) a failure or potential failure to comply with Data Protection Laws, that Party will, to the extent permitted by law, promptly forward the complaint, notice or communication to the other Party and provide the other Party with reasonable co-operation and assistance in relation to the same.
    6.2 The Parties agree to respond to any generally available non-binding mediation procedure initiated by a data subject or by the relevant Supervisory Authority. If they do participate in the proceedings, the Parties may elect to do so remotely (such as by telephone or other electronic means). The Parties also agree to consider participating in any other arbitration, mediation or other dispute resolution proceedings developed for data protection disputes.
    6.3 Each Party will abide by a final decision of a competent court or Supervisory Authority.
  6. PRECEDENCE
    7.1 In the event of any inconsistency or conflict between this Exhibit B and the Terms, this Exhibit B shall prevail. The Terms remain unchanged in all other respects.

Appendix 1

Controller to Controller Standard Contractual Clauses

SECTION I

Clause 1

Purpose and scope

(a) The purpose of these standard contractual clauses is to ensure compliance with the requirements of 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 (General Data Protection Regulation) for the transfer of personal data to a third country.

(b) The Parties:

(i) the natural or legal person(s), public authority/ies, agency/ies or other body/ies (hereinafter ‘entity/ies’) transferring the personal data, as listed in Annex I.A. (hereinafter each ‘data exporter’), and

(ii) the entity/ies in a third country receiving the personal data from the data exporter, directly or indirectly via another entity also Party to these Clauses, as listed in Annex I.A. (hereinafter each ‘data importer’).

have agreed to these standard contractual clauses (hereinafter: ‘Clauses’).

(c) These Clauses apply with respect to the transfer of personal data as specified in Annex I.B.

(d) The Appendix to these Clauses containing the Annexes referred to therein forms an integral part of these Clauses.

Clause 2

Effect and invariability of the Clauses

(a) These Clauses set out appropriate safeguards, including enforceable data subject rights and effective legal remedies, pursuant to Article 46(1) and Article 46 (2)(c) of Regulation (EU) 2016/679 and, with respect to data transfers from controllers to processors and/or processors to processors, standard contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679, provided they are not modified, except to select the appropriate Module(s) or to add or update information in the Appendix. This does not prevent the Parties from including the standard contractual clauses laid down in these Clauses in a wider contract and/or to add other clauses or additional safeguards, provided that they do not contradict, directly or indirectly, these Clauses or prejudice the fundamental rights or freedoms of data subjects.

(b) These Clauses are without prejudice to obligations to which the data exporter is subject by virtue of Regulation (EU) 2016/679.

Clause 3

Third-party beneficiaries

(a) Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, with the following exceptions:

(i) Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;

(ii) Clause 8.5 (e) and Clause 8.9(b);

(iv) Clause 12(a) and (d);

(v) Clause 13;

(vi) Clause 15.1(c), (d) and (e);

(vii) Clause 16(e);

(viii) Clause 18(a) and (b).

(b) Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.

Clause 4

Interpretation

(a) Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that Regulation.

(b) These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679.

(c) These Clauses shall not be interpreted in a way that conflicts with rights and obligations provided for in Regulation (EU) 2016/679.

Clause 5

Hierarchy

In the event of a contradiction between these Clauses and the provisions of related agreements between the Parties, existing at the time these Clauses are agreed or entered into thereafter, these Clauses shall prevail.

Clause 6

Description of the transfer(s)

The details of the transfer(s), and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred, are specified in Annex I.B.

Clause 7

Docking clause

(a) An entity that is not a Party to these Clauses may, with the agreement of the Parties, accede to these Clauses at any time, either as a data exporter or as a data importer, by completing the Appendix and signing Annex I.A.

(b) Once it has completed the Appendix and signed Annex I.A, the acceding entity shall become a Party to these Clauses and have the rights and obligations of a data exporter or data importer in accordance with its designation in Annex I.A.

(c) The acceding entity shall have no rights or obligations arising under these Clauses from the period prior to becoming a Party.

SECTION II - OBLIGATIONS OF THE PARTIES

Clause 8

Data protection safeguards

The data exporter warrants that it has used reasonable efforts to determine that the data importer is able, through the implementation of appropriate technical and organisational measures, to satisfy its obligations under these Clauses.

8.1 Purpose limitation

The data importer shall process the personal data only for the specific purpose(s) of the transfer, as set out in Annex I.B. It may only process the personal data for another purpose:

(i) where it has obtained the data subject’s prior consent;

(ii) where necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings; or

(iii) where necessary in order to protect the vital interests of the data subject or of another natural person.

8.2 Transparency

(a) In order to enable data subjects to effectively exercise their rights pursuant to Clause 10, the data importer shall inform them, either directly or through the data exporter:

(i) of its identity and contact details;

(ii) of the categories of personal data processed;

(iii) of the right to obtain a copy of these Clauses;

(iv) where it intends to onward transfer the personal data to any third party/ies, of the recipient or categories of recipients (as appropriate with a view to providing meaningful information), the purpose of such onward transfer and the ground therefore pursuant to Clause 8.7.

(b) Paragraph (a) shall not apply where the data subject already has the information, including when such information has already been provided by the data exporter, or providing the information proves impossible or would involve a disproportionate effort for the data importer. In the latter case, the data importer shall, to the extent possible, make the information publicly available.

(c) On request, the Parties shall make a copy of these Clauses, including the Appendix as completed by them, available to the data subject free of charge. To the extent necessary to protect business secrets or other confidential information, including personal data, the Parties may redact part of the text of the Appendix prior to sharing a copy, but shall provide a meaningful summary where the data subject would otherwise not be able to understand its content or exercise his/her rights. On request, the Parties shall provide the data subject with the reasons for the redactions, to the extent possible without revealing the redacted information.

(d) Paragraphs (a) to (c) are without prejudice to the obligations of the data exporter under Articles 13 and 14 of Regulation (EU) 2016/679.

8.3 Accuracy and data minimisation

(a) Each Party shall ensure that the personal data is accurate and, where necessary, kept up to date. The data importer shall take every reasonable step to ensure that personal data that is inaccurate, having regard to the purpose(s) of processing, is erased or rectified without delay.

(b) If one of the Parties becomes aware that the personal data it has transferred or received is inaccurate, or has become outdated, it shall inform the other Party without undue delay.

(c) The data importer shall ensure that the personal data is adequate, relevant and limited to what is necessary in relation to the purpose(s) of processing.

8.4 Storage limitation

The data importer shall retain the personal data for no longer than necessary for the purpose(s) for which it is processed. It shall put in place appropriate technical or organisational measures to ensure compliance with this obligation, including erasure or anonymisation of the data and all back-ups at the end of the retention period.

8.5 Security of processing

(a) The data importer and, during transmission, also the data exporter shall implement appropriate technical and organisational measures to ensure the security of the personal data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access (hereinafter ‘personal data breach’). In assessing the appropriate level of security, they shall take due account of the state of the art, the costs of implementation, the nature, scope, context and purpose(s) of processing and the risks involved in the processing for the data subject. The Parties shall in particular consider having recourse to encryption or pseudonymisation, including during transmission, where the purpose of processing can be fulfilled in that manner.

(b) The Parties have agreed on the technical and organisational measures set out in Annex II. The data importer shall carry out regular checks to ensure that these measures continue to provide an appropriate level of security.

(c) The data importer shall ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

(d) In the event of a personal data breach concerning personal data processed by the data importer under these Clauses, the data importer shall take appropriate measures to address the personal data breach, including measures to mitigate its possible adverse effects.

(e) In case of a personal data breach that is likely to result in a risk to the rights and freedoms of natural persons, the data importer shall without undue delay notify both the data exporter and the competent supervisory authority pursuant to Clause 13. Such notification shall contain i) a description of the nature of the breach (including, where possible, categories and approximate number of data subjects and personal data records concerned), ii) its likely consequences, iii) the measures taken or proposed to address the breach, and iv) the details of a contact point from whom more information can be obtained. To the extent it is not possible for the data importer to provide all the information at the same time, it may do so in phases without undue further delay.

(f) In case of a personal data breach that is likely to result in a high risk to the rights and freedoms of natural persons, the data importer shall also notify without undue delay the data subjects concerned of the personal data breach and its nature, if necessary in cooperation with the data exporter, together with the information referred to in paragraph (e), points ii) to iv), unless the data importer has implemented measures to significantly reduce the risk to the rights or freedoms of natural persons, or notification would involve disproportionate efforts. In the latter case, the data importer shall instead issue a public communication or take a similar measure to inform the public of the personal data breach.

(g) The data importer shall document all relevant facts relating to the personal data breach, including its effects and any remedial action taken, and keep a record thereof.

8.6 Sensitive data

Where the transfer involves personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person’s sex life or sexual orientation, or data relating to criminal convictions or offences (hereinafter ‘sensitive data’), the data importer shall apply specific restrictions and/or additional safeguards adapted to the specific nature of the data and the risks involved. This may include restricting the personnel permitted to access the personal data, additional security measures (such as pseudonymisation) and/or additional restrictions with respect to further disclosure.

8.7 Onward transfers

The data importer shall not disclose the personal data to a third party located outside the European Union (in the same country as the data importer or in another third country, hereinafter ‘onward transfer’) unless the third party is or agrees to be bound by these Clauses, under the appropriate Module. Otherwise, an onward transfer by the data importer may only take place if:

(i) it is to a country benefitting from an adequacy decision pursuant to Article 45 of Regulation (EU) 2016/679 that covers the onward transfer;

(ii) the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 of Regulation (EU) 2016/679 with respect to the processing in question;

(iii) the third party enters into a binding instrument with the data importer ensuring the same level of data protection as under these Clauses, and the data importer provides a copy of these safeguards to the data exporter;

(iv) it is necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings;

(v) it is necessary in order to protect the vital interests of the data subject or of another natural person; or

(vi) where none of the other conditions apply, the data importer has obtained the explicit consent of the data subject for an onward transfer in a specific situation, after having informed him/her of its purpose(s), the identity of the recipient and the possible risks of such transfer to him/her due to the lack of appropriate data protection safeguards. In this case, the data importer shall inform the data exporter and, at the request of the latter, shall transmit to it a copy of the information provided to the data subject.

Any onward transfer is subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose limitation.

8.8 Processing under the authority of the data importer

The data importer shall ensure that any person acting under its authority, including a processor, processes the data only on its instructions.

8.9 Documentation and compliance

(a) Each Party shall be able to demonstrate compliance with its obligations under these Clauses. In particular, the data importer shall keep appropriate documentation of the processing activities carried out under its responsibility.

(b) The data importer shall make such documentation available to the competent supervisory authority on request.

Clause 9

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Clause 10

Data subject rights

(a) The data importer, where relevant with the assistance of the data exporter, shall deal with any enquiries and requests it receives from a data subject relating to the processing of his/her personal data and the exercise of his/her rights under these Clauses without undue delay and at the latest within one month of the receipt of the enquiry or request. The data importer shall take appropriate measures to facilitate such enquiries, requests and the exercise of data subject rights. Any information provided to the data subject shall be in an intelligible and easily accessible form, using clear and plain language.

(b) In particular, upon request by the data subject the data importer shall, free of charge:

(i) provide confirmation to the data subject as to whether personal data concerning him/her is being processed and, where this is the case, a copy of the data relating to him/her and the information in Annex I; if personal data has been or will be onward transferred, provide information on recipients or categories of recipients (as appropriate with a view to providing meaningful information) to which the personal data has been or will be onward transferred, the purpose of such onward transfers and their ground pursuant to Clause 8.7; and provide information on the right to lodge a complaint with a supervisory authority in accordance with Clause 12(c)(i);

(ii) rectify inaccurate or incomplete data concerning the data subject;

(iii) erase personal data concerning the data subject if such data is being or has been processed in violation of any of these Clauses ensuring third-party beneficiary rights, or if the data subject withdraws the consent on which the processing is based.

(c) Where the data importer processes the personal data for direct marketing purposes, it shall cease processing for such purposes if the data subject objects to it.

(d) The data importer shall not make a decision based solely on the automated processing of the personal data transferred (hereinafter ‘automated decision’), which would produce legal effects concerning the data subject or similarly significantly affect him / her, unless with the explicit consent of the data subject or if authorised to do so under the laws of the country of destination, provided that such laws lays down suitable measures to safeguard the data subject’s rights and legitimate interests. In this case, the data importer shall, where necessary in cooperation with the data exporter:

(i) inform the data subject about the envisaged automated decision, the envisaged consequences and the logic involved; and

(ii) implement suitable safeguards, at least by enabling the data subject to contest the decision, express his/her point of view and obtain review by a human being.

(e) Where requests from a data subject are excessive, in particular because of their repetitive character, the data importer may either charge a reasonable fee taking into account the administrative costs of granting the request or refuse to act on the request.

(f) The data importer may refuse a data subject’s request if such refusal is allowed under the laws of the country of destination and is necessary and proportionate in a democratic society to protect one of the objectives listed in Article 23(1) of Regulation (EU) 2016/679.

(g) If the data importer intends to refuse a data subject’s request, it shall inform the data subject of the reasons for the refusal and the possibility of lodging a complaint with the competent supervisory authority and/or seeking judicial redress.

Clause 11

Redress

(a) The data importer shall inform data subjects in a transparent and easily accessible format, through individual notice or on its website, of a contact point authorised to handle complaints. It shall deal promptly with any complaints it receives from a data subject.

(b) In case of a dispute between a data subject and one of the Parties as regards compliance with these Clauses, that Party shall use its best efforts to resolve the issue amicably in a timely fashion. The Parties shall keep each other informed about such disputes and, where appropriate, cooperate in resolving them.

(c) Where the data subject invokes a third-party beneficiary right pursuant to Clause 3, the data importer shall accept the decision of the data subject to:

(i) lodge a complaint with the supervisory authority in the Member State of his/her habitual residence or place of work, or the competent supervisory authority pursuant to Clause 13;

(ii) refer the dispute to the competent courts within the meaning of Clause 18.

(d) The Parties accept that the data subject may be represented by a not-for-profit body, organisation or association under the conditions set out in Article 80(1) of Regulation (EU) 2016/679.

(e) The data importer shall abide by a decision that is binding under the applicable EU or Member State law.

(f) The data importer agrees that the choice made by the data subject will not prejudice his/her substantive and procedural rights to seek remedies in accordance with applicable laws.

Clause 12

Liability

(a) Each Party shall be liable to the other Party/ies for any damages it causes the other Party/ies by any breach of these Clauses.

(b) Each Party shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages that the Party causes the data subject by breaching the third-party beneficiary rights under these Clauses. This is without prejudice to the liability of the data exporter under Regulation (EU) 2016/679.

(c) Where more than one Party is responsible for any damage caused to the data subject as a result of a breach of these Clauses, all responsible Parties shall be jointly and severally liable and the data subject is entitled to bring an action in court against any of these Parties.

(d) The Parties agree that if one Party is held liable under paragraph (c), it shall be entitled to claim back from the other Party/ies that part of the compensation corresponding to its / their responsibility for the damage.

(e) The data importer may not invoke the conduct of a processor or sub-processor to avoid its own liability.

Clause 13

Supervision

(a) Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) without however having to appoint a representative pursuant to Article 27(2) of Regulation (EU) 2016/679: The supervisory authority of one of the Member States in which the data subjects whose personal data is transferred under these Clauses in relation to the offering of goods or services to them, or whose behaviour is monitored, are located, as indicated in Annex I.C, shall act as competent supervisory authority.

(b) The data importer agrees to submit itself to the jurisdiction of and cooperate with the competent supervisory authority in any procedures aimed at ensuring compliance with these Clauses. In particular, the data importer agrees to respond to enquiries, submit to audits and comply with the measures adopted by the supervisory authority, including remedial and compensatory measures. It shall provide the supervisory authority with written confirmation that the necessary actions have been taken.

SECTION III – LOCAL LAWS AND OBLIGATIONS IN CASE OF ACCESS BY PUBLIC AUTHORITIES

Clause 14

Local laws and practices affecting compliance with the Clauses

(a) The Parties warrant that they have no reason to believe that the laws and practices in the third country of destination applicable to the processing of the personal data by the data importer, including any requirements to disclose personal data or measures authorising access by public authorities, prevent the data importer from fulfilling its obligations under these Clauses. This is based on the understanding that laws and practices that respect the essence of the fundamental rights and freedoms and do not exceed what is necessary and proportionate in a democratic society to safeguard one of the objectives listed in Article 23(1) of Regulation (EU) 2016/679, are not in contradiction with these Clauses.

(b) The Parties declare that in providing the warranty in paragraph (a), they have taken due account in particular of the following elements:

(i) the specific circumstances of the transfer, including the length of the processing chain, the number of actors involved and the transmission channels used; intended onward transfers; the type of recipient; the purpose of processing; the categories and format of the transferred personal data; the economic sector in which the transfer occurs; the storage location of the data transferred;

(ii) the laws and practices of the third country of destination– including those requiring the disclosure of data to public authorities or authorising access by such authorities – relevant in light of the specific circumstances of the transfer, and the applicable limitations and safeguards;

(iii) any relevant contractual, technical or organisational safeguards put in place to supplement the safeguards under these Clauses, including measures applied during transmission and to the processing of the personal data in the country of destination.

(c) The data importer warrants that, in carrying out the assessment under paragraph (b), it has made its best efforts to provide the data exporter with relevant information and agrees that it will continue to cooperate with the data exporter in ensuring compliance with these Clauses.

(d) The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on request.

(e) The data importer agrees to notify the data exporter promptly if, after having agreed to these Clauses and for the duration of the contract, it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under paragraph (a), including following a change in the laws of the third country or a measure (such as a disclosure request) indicating an application of such laws in practice that is not in line with the requirements in paragraph (a).

(f) Following a notification pursuant to paragraph (e), or if the data exporter otherwise has reason to believe that the data importer can no longer fulfil its obligations under these Clauses, the data exporter shall promptly identify appropriate measures (e.g. technical or organisational measures to ensure security and confidentiality) to be adopted by the data exporter and/or data importer to address the situation. The data exporter shall suspend the data transfer if it considers that no appropriate safeguards for such transfer can be ensured, or if instructed by the competent supervisory authority to do so. In this case, the data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses. If the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise. Where the contract is terminated pursuant to this Clause, Clause 16(d) and (e) shall apply.

Clause 15

Obligations of the data importer in case of access by public authorities

15.1 Notification

(a) The data importer agrees to notify the data exporter and, where possible, the data subject promptly (if necessary with the help of the data exporter) if it:

(i) receives a legally binding request from a public authority, including judicial authorities, under the laws of the country of destination for the disclosure of personal data transferred pursuant to these Clauses; such notification shall include information about the personal data requested, the requesting authority, the legal basis for the request and the response provided; or

(ii) becomes aware of any direct access by public authorities to personal data transferred pursuant to these Clauses in accordance with the laws of the country of destination; such notification shall include all information available to the importer.

(b) If the data importer is prohibited from notifying the data exporter and/or the data subject under the laws of the country of destination, the data importer agrees to use its best efforts to obtain a waiver of the prohibition, with a view to communicating as much information as possible, as soon as possible. The data importer agrees to document its best efforts in order to be able to demonstrate them on request of the data exporter.

(c) Where permissible under the laws of the country of destination, the data importer agrees to provide the data exporter, at regular intervals for the duration of the contract, with as much relevant information as possible on the requests received (in particular, number of requests, type of data requested, requesting authority/ies, whether requests have been challenged and the outcome of such challenges, etc.).

(d) The data importer agrees to preserve the information pursuant to paragraphs (a) to (c) for the duration of the contract and make it available to the competent supervisory authority on request.

(e) Paragraphs (a) to (c) are without prejudice to the obligation of the data importer pursuant to Clause 14(e) and Clause 16 to inform the data exporter promptly where it is unable to comply with these Clauses.

15.2 Review of legality and data minimisation

(a) The data importer agrees to review the legality of the request for disclosure, in particular whether it remains within the powers granted to the requesting public authority, and to challenge the request if, after careful assessment, it concludes that there are reasonable grounds to consider that the request is unlawful under the laws of the country of destination, applicable obligations under international law and principles of international comity. The data importer shall, under the same conditions, pursue possibilities of appeal. When challenging a request, the data importer shall seek interim measures with a view to suspending the effects of the request until the competent judicial authority has decided on its merits. It shall not disclose the personal data requested until required to do so under the applicable procedural rules. These requirements are without prejudice to the obligations of the data importer under Clause 14(e).

(b) The data importer agrees to document its legal assessment and any challenge to the request for disclosure and, to the extent permissible under the laws of the country of destination, make the documentation available to the data exporter. It shall also make it available to the competent supervisory authority on request.

(c) The data importer agrees to provide the minimum amount of information permissible when responding to a request for disclosure, based on a reasonable interpretation of the request.

SECTION IV – FINAL PROVISIONS

Clause 16

Non-compliance with the Clauses and termination

(a) The data importer shall promptly inform the data exporter if it is unable to comply with these Clauses, for whatever reason.

(b) In the event that the data importer is in breach of these Clauses or unable to comply with these Clauses, the data exporter shall suspend the transfer of personal data to the data importer until compliance is again ensured or the contract is terminated. This is without prejudice to Clause 14(f).

(c) The data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses, where:

(i) the data exporter has suspended the transfer of personal data to the data importer pursuant to paragraph (b) and compliance with these Clauses is not restored within a reasonable time and in any event within one month of suspension;

(ii) the data importer is in substantial or persistent breach of these Clauses; or

(iii) the data importer fails to comply with a binding decision of a competent court or supervisory authority regarding its obligations under these Clauses.

In these cases, it shall inform the competent supervisory authority of such non-compliance. Where the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise.

(d) Personal data that has been transferred prior to the termination of the contract pursuant to paragraph (c) shall at the choice of the data exporter immediately be returned to the data exporter or deleted in its entirety. The same shall apply to any copies of the data. The data importer shall certify the deletion of the data to the data exporter. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit the return or deletion of the transferred personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process the data to the extent and for as long as required under that local law.

(e) Either Party may revoke its agreement to be bound by these Clauses where (i) the European Commission adopts a decision pursuant to Article 45(3) of Regulation (EU) 2016/679 that covers the transfer of personal data to which these Clauses apply; or (ii) Regulation (EU) 2016/679 becomes part of the legal framework of the country to which the personal data is transferred. This is without prejudice to other obligations applying to the processing in question under Regulation (EU) 2016/679.

Clause 17

Governing law

These Clauses shall be governed by the law of one of the EU Member States, provided such law allows for third-party beneficiary rights. The Parties agree that this shall be the law of Ireland.

Clause 18

Choice of forum and jurisdiction

(a) Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State.

(b) The Parties agree that those shall be the courts of Ireland.

(c) A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of the Member State in which he/she has his/her habitual residence.

(d) The Parties agree to submit themselves to the jurisdiction of such courts.

Appendix to the Controller to Controller Standard Contractual Clauses

ANNEX I

A. LIST OF PARTIES

Data exporter(s): Sony AI America, Inc.

1. Name: Sony AI America Inc.

Address: 25 Madison Ave, New York, NY 10010, USA

Contact person’s name, position and contact details: AI Ethics Research Team, Contact Us.

Activities relevant to the data transferred under these Clauses: as set out in the Terms

Signature and date: Signature to the Agreement shall be considered as signature to the C-to-C Standard Contractual Clauses.

Role (controller/processor): Controller

Data importer(s):

Name: as set out in the FHIBE account

Address: as set out in the FHIBE account

Contact person’s name, position and contact details: as set out in the FHIBE account

Activities relevant to the data transferred under these Clauses: as set out in the Terms

Signature and date: Acceptance of the Terms by clicking the relevant box shall be considered as signature to the C-to-C Standard Contractual Clauses.

Role (controller/processor): Controller

B. DESCRIPTION OF TRANSFER

Categories of data subjects whose personal data is transferred

Participants in the image dataset creation project as the image subjects and/or the image annotators.

Categories of personal data transferred

Image Subjects:

  • Face, body, biometric and other images.
  • Demographic information such as age, gender identity, and ancestry.
  • Physical characteristic information such as skin tone, eye color, hairstyle.
  • Other: actions depicted in the images, technical data including metadata (geolocation data) associated with images and environmental data.

Image Annotators:

  • Demographic information such as age, gender identity, and ancestry.

Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialised training), keeping a record of access to the data, restrictions for onward transfers or additional security measures.

Personal data revealing racial/ethnic origin and biometric data.

The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis)

As required to comply with the Terms, namely to download FHIBE and to allow the parties to comply with their obligations under the Terms of Use and the Data Sharing Addendum in Exhibit B.

Nature of the processing

Personal data will be subject to the following basic processing activities (please specify):

• Receiving data, including collection, accessing, retrieval, recording, and data entry

• Holding data, including storage, organization and structuring

• Updating data, including correcting, adaptation, alteration, alignment and combination

• Protecting data, including restricting, encrypting, and security testing

• Sharing data, including disclosure, dissemination, allowing access or otherwise making available

• Returning data to the data exporter or data subject

• Erasing data, including destruction and deletion

Purpose(s) of the data transfer and further processing

As set out in clause 2.1 of the Terms of Use.

The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period

Personal data will be retained until termination of the Terms.

For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing

………………………………………………………………………………………………

C. COMPETENT SUPERVISORY AUTHORITY

Identify the competent supervisory authority/ies in accordance with Clause 13

The Irish Data Protection Commissioner

ANNEX II

TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA

The Data Importer maintains and enforces various policies, standards and processes designed to secure personal data and other data to which the Data Importer employees are provided access.

Description of the core technical and organisational security measures implemented by Data Importer:

  1. Information Security Policies and Standards

The Data Importer will implement security rules in the form of mandatory policies, standards, and procedures for staff and all subcontractors, vendors, or agents who have access to Personal Data. These policies and procedures are designed to:

  • Prevent unauthorized persons from gaining access to Personal Data processing systems (physical access control);
  • Prevent Personal Data processing systems being used without authorization (logical access control);
  • Ensure that persons entitled to use a Personal Data processing system gain access only to such Personal Data as they are entitled to access in accordance with their access rights and that, in the course of Processing or use and after storage, Personal Data cannot be read, copied, modified or deleted without authorization (data access control);
  • Ensure that Personal Data cannot be read, copied, modified or deleted without authorization during electronic transmission, transport or storage, and that the target entities for any transfer of Personal Data by means of data transmission facilities can be established and verified (data transfer control);
  • Ensure the establishment of an audit trail to document whether and by whom Personal Data have been entered into, modified in, or removed from Personal Data Processing (entry control);
  • Ensure that Personal Data are Processed solely in accordance with the instructions (control of instructions);
  • Ensure that Personal Data are protected against accidental destruction or loss (availability control), and implement procedures for making backup copies and recovering Personal Data;
  • Ensure that Personal Data collected for different purposes can be processed separately (separation control);
  • Cover measures, standards, procedures, rules and norms to address the appropriate level of security;
  • Cover staff functions and obligations on security and privacy of Personal Data;
  • Cover the procedures for reporting, managing and responding to Personal Data security incidents.
  • Cover software development and change control;
  • Ensure Personal Data security;
  • Cover business continuity planning;
  • Ensure communications security;
  • Ensure administrative security; and
  • Ensure anti-virus protection.

These rules are kept up to date, and revised whenever relevant changes are made to the information system that uses or houses Personal Data, or to how that system is organized.

The security policies and standards include:

  • data breach reporting;
  • system access control;
  • user privilege control;
  • software development and change control;
  • Personal Data security;
  • business continuity planning;
  • communications security;
  • administrative security;
  • access to computer facilities; and
  • anti-virus protection.

  1. Physical Security

All Data Importer sites at which an information system that uses or houses Personal Data is located have commercially reasonable security systems. The Data Importer reasonably restricts access to such Personal Data appropriately.

When media are to be disposed of or reused, procedures have been implemented to prevent any subsequent retrieval of the information stored on them before they are withdrawn from the inventory. When media are to leave the premises at which the files are located as a result of maintenance operations, procedures have been implemented to prevent undue retrieval of the information stored on them.

  1. Organizational Security

The Data Importer has an individual or an organizational unit with responsibility for data security governance, policy, and process.

All Personal Data security incidents are managed in accordance with appropriate incident response procedures.

  1. Network Security

The Data Importer maintains network security using commercially available equipment and industry standard techniques, including firewalls, intrusion detection and/or prevention systems, access control lists and routing protocols.

  1. Access Control

Only authorized staff can grant, modify or revoke access to an information system that uses or houses Personal Data.

User administration procedures define user roles and their privileges, how access is granted, changed and terminated; addresses appropriate segregation of duties; and defines the logging/monitoring requirements and mechanisms.

All employees of the Data Importer are assigned unique User-IDs.

Access rights are implemented adhering to the “least privilege” approach.

The Data Importer implements commercially reasonable physical and electronic security to create and protect passwords.

  1. Virus and Malware Controls

The Data Importer installs and maintains anti-virus and malware protection software on the system.

  1. Personnel

The Data Importer carries out background checks on personnel processing Personal Data and implements a security and privacy awareness program to train personnel about their security obligations. This program includes training about data classification obligations; physical security controls; security practices and Personal Data security incident reporting.

  1. Business Continuity

The Data Importer implements appropriate disaster recovery and business resumption plans.

  1. Vulnerability Management

The Data Importer defines and maintains a vulnerability management program which will at a minimum include (i) defined roles and responsibilities, (ii) process and security requirements for vulnerability monitoring, vulnerability scanning and penetration testing, and (iii) vulnerability severity assessment and vulnerability remediation procedures. Data Importer performs vulnerability assessments and conducts annual penetration test on all external facing systems. Vulnerabilities with a common vulnerability scoring system (CVSS) score of 8.0 and above are remediated within 30 days. All other vulnerabilities are remediated within 4 months.

  1. Patch Management

Data Importer installs critical security patches for operating systems and applications within 30 days of publication, and within 3 months for other types of patches and updates, Data Importer installs the latest recommended versions of operating systems, software and firmware for all system components, and ensures that up-to-date system security agent software includes malware protection set to receive automatically updated (at least daily) patches and virus definitions.