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Data Processing Addendum

Last Updated: 8/1/2024

This Data Processing Addendum (this “Addendum” or “DPA”) forms part of, and is incorporated into, the Self-Service Agreement (the “Agreement”) between Anomalo, Inc. (“Company,” “us,” “we”) and the customer entity that is a party to the Agreement (“Customer” or “you”). We may update this Addendum from time to time, and we will provide reasonable notice of any such updates. Any terms not defined in this Addendum shall have the meaning set forth in the Agreement.

1.
Definitions
1.1

“Affiliate” means (i) an entity of which a party directly or indirectly owns fifty percent (50%) or more of the stock or other equity interest, (ii) an entity that owns at least fifty percent (50%) or more of the stock or other equity interest of a party, or (iii) an entity which is under common control with a party by having at least fifty percent (50%) or more of the stock or other equity interest of such entity and a party owned by the same person, but such entity shall only be deemed to be an Affiliate so long as such ownership exists.

1.2

“Authorized Sub-Processor” means a third-party who has a need to know or otherwise access Customer’s Personal Data to enable Company to perform its obligations under this Addendum or the Agreement, and who is either (1) listed in Exhibit B or (2) subsequently authorized under Section 4.2 of this Addendum.

1.3

“Customer Account Data” means personal data that relates to Customer’s relationship with Company, including the names or contact information of individuals authorized by Customer to access Customer’s account and billing information of individuals that Customer has associated with its account. Customer Account Data also includes any data Company may need to collect for the purpose of managing its relationship with Customer, identity verification, or as otherwise required by applicable laws and regulations.

1.4

“Customer Usage Data” means Service usage data collected and processed by Company in connection with the provision of the Services, including without limitation data used to identify the source and destination of a communication, activity logs, and data used to optimize and maintain performance of the Services, and to investigate and prevent system abuse.

1.5

“Data Exporter” means Customer.

1.6

“Data Importer” means Company.

1.7

“Data Protection Laws” means any applicable laws and regulations in any relevant jurisdiction relating to the use or processing of Personal Data including: (i) the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020 (“CCPA”), (ii) the General Data Protection Regulation (Regulation (EU) 2016/679) (“EU GDPR”) and the EU GDPR as it forms part of the law of England and Wales by virtue of section 3 of the European Union (Withdrawal) Act 2018 (the “UK GDPR”)(together, collectively, the “GDPR”); (iii) the Swiss Federal Act on Data Protection, (iv) the UK Data Protection Act 2018;  (v) the Privacy and Electronic Communications (EC Directive) Regulations 2003; and (vi) the Virginia Consumer Data Protection Act “VCDPA”) in each case, as updated, amended or replaced from time to time. The terms “Data Subject”, “Personal Data”, “Personal Data Breach”, “processing”, “processor,” “controller,” and “supervisory authority” shall have the meanings set forth in the GDPR.

1.8

“EU SCCs” means the standard contractual clauses approved by the European Commission in Commission Decision 2021/914 dated 4 June 2021, for transfers of personal data to countries not otherwise recognized as offering an adequate level of protection for personal data by the European Commission (as amended and updated from time to time), as modified by Section 6.2 of this Addendum.

1.9

“ex-EEA Transfer” means the transfer of Personal Data, which is processed in accordance with the GDPR, from the Data Exporter to the Data Importer (or its premises) outside the European Economic Area (the “EEA”), and such transfer is not governed by an adequacy decision made by the European Commission in accordance with the relevant provisions of the GDPR.

1.10

“ex-UK Transfer” means the transfer of Personal Data covered by Chapter V of the UK GDPR, which is processed in accordance with the UK GDPR and the Data Protection Act 2018, from the Data Exporter to the Data Importer (or its premises) outside the United Kingdom (the “UK”), and such transfer is not governed by an adequacy decision made by the Secretary of State in accordance with the relevant provisions of the UK GDPR and the Data Protection Act 2018.

1.11

“Services” shall have the meaning set forth in the Agreement.

1.12

“Standard Contractual Clauses” means the EU SCCs and the UK SCCs.

1.13

“UK Addendum” has the meaning set forth in Exhibit D.

1.14

“UK SCCs” means the EU SCCs, as amended by the UK Addendum .

2.
Relationship of the Parties; Processing of Data
2.1

The parties acknowledge and agree that with regard to the processing of Personal Data, Customer may act either as a controller or processor and, except as expressly set forth in this Addendum or the Agreement, Company is a processor. Customer shall, in its use of the Services, at all times process Personal Data, and provide instructions for the processing of Personal Data, in compliance with Data Protection Laws. Customer shall ensure that the processing of Personal Data in accordance with Customer’s instructions will not cause Company to be in breach of the Data Protection Laws. Customer is solely responsible for the accuracy, quality, and legality of (i) the Personal Data provided to Company by or on behalf of Customer, (ii) the means by which Customer acquired any such Personal Data, and (iii) the instructions it provides to Company regarding the processing of such Personal Data. Customer shall not provide or make available to Company any Personal Data in violation of the Agreement or otherwise inappropriate for the nature of the Services, and shall indemnify Company from all claims and losses in connection therewith.

2.2

Company shall not process Personal Data (i) for purposes other than those set forth in the Agreement and/or Exhibit A, (ii) in a manner inconsistent with the terms and conditions set forth in this Addendum or any other documented instructions provided by Customer, including with regard to transfers of personal data to a third country or an international organization, unless required to do so by Supervisory Authority to which the Company is subject; in such a case, the Company shall inform the Customer of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest, or (iii) in violation of Data Protection Laws. Customer hereby instructs Company to process Personal Data in accordance with the foregoing and as part of any processing initiated by Customer in its use of the Services.

2.3

The subject matter, nature, purpose, and duration of this processing, as well as the types of Personal Data collected and categories of Data Subjects, are described in Exhibit A to this Addendum.

2.4

Following completion of the Services, at Customer’s choice, Company shall return or delete Customer’s Personal Data, unless further storage of such Personal Data is required or authorized by applicable law. If return or destruction is impracticable or prohibited by law, rule or regulation, Company shall take measures to block such Personal Data from any further processing (except to the extent necessary for its continued hosting or processing required by law, rule or regulation) and shall continue to appropriately protect the Personal Data remaining in its possession, custody, or control. If Customer and Company have entered into Standard Contractual Clauses as described in Section 6 (Transfers of Personal Data), the parties agree that the certification of deletion of Personal Data that is described in Clause 12(1) of the UK SCCs and Clause 8.1(d) and Clause 8.5 of the EU SCCs (as applicable) shall be provided by Company to Customer only upon Customer’s request.

2.5

CCPA and VCDPA. The Parties acknowledge and agree that the processing of personal information or personal data that is subject to the CCPA or VCDPA shall be carried out in accordance with the terms set forth in Exhibit E.

3.
Confidentiality

Company shall ensure that any person it authorizes to process Personal Data has agreed to protect Personal Data in accordance with Company’s confidentiality obligations in the Agreement. Customer agrees that Company may disclose Personal Data to its advisers, auditors or other third parties as reasonably required in connection with the performance of its obligations under this Addendum, the Agreement, or the provision of Services to Customer.

4.
Authorized Sub-Processors
4.1

Customer acknowledges and agrees that Company may (1) engage its affiliates and the Authorized Sub-Processors listed in Exhibit B to this Addendum to access and process Personal Data in connection with the Services and (2) from time to time engage additional third parties for the purpose of providing the Services, including without limitation the processing of Personal Data. By way of this Addendum, Customer provides general written authorization to Company to engage sub-processors as necessary to perform the Services.

4.2

A list of Company’s current Authorized Sub-Processors (the “List”) will be made available to Customer, either attached hereto, at a link provided to Customer, via email or through another means made available to Customer.  Such List may be updated by Company from time to time.  Company may provide a mechanism to subscribe to notifications of new Authorized Sub-Processors and Customer agrees to subscribe to such notifications where available.  At least ten (10) days before enabling any third party other than existing Authorized Sub-Processors to access or participate in the processing of Personal Data, Company will add such third party to the List and notify Customer via email. Customer may object to such an engagement by informing Company in writing within ten (10) days of receipt of the aforementioned notice by Customer, provided such objection is based on reasonable grounds relating to data protection. Customer acknowledges that certain sub-processors are essential to providing the Services and that objecting to the use of a sub-processor may prevent Company from offering the Services to Customer.

4.3

If Customer reasonably objects to an engagement in accordance with Section 4.2, and Company cannot provide a commercially reasonable alternative within a reasonable period of time, Customer may discontinue the use of the affected Service by providing written notice to Company.  Discontinuation shall not relieve Customer of any fees owed to Company under the Agreement.

4.4

If Customer does not object to the engagement of a third party in accordance with Section 4.2 within ten (10) days of notice by Company, that third party will be deemed an Authorized Sub-Processor for the purposes of this Addendum.

4.5

Company will enter into a written agreement with the Authorized Sub-Processor imposing on the Authorized Sub-Processor data protection obligations comparable to those imposed on Company under this Addendum with respect to the protection of Personal Data. In case an Authorized Sub-Processor fails to fulfill its data protection obligations under such written agreement with Company, Company will remain liable to Customer for the performance of the Authorized Sub-Processor’s obligations under such agreement.

4.6

If Customer and Company have entered into Standard Contractual Clauses as described in Section 6 (Transfers of Personal Data), (i) the above authorizations will constitute Customer’s prior written consent to the subcontracting by Company of the processing of Personal Data if such consent is required under the Standard Contractual Clauses, and (ii) the parties agree that the copies of the agreements with Authorized Sub-Processors that must be provided by Company to Customer pursuant to Clause 9(c) of the EU SCCs may have commercial information, or information unrelated to the Standard Contractual Clauses or their equivalent, removed by the Company beforehand, and that such copies will be provided by the Company only upon request by Customer.

5.
Security of Personal Data

Taking into account the state of the art, 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, Company shall maintain appropriate technical and organizational measures to ensure a level of security appropriate to the risk of processing Personal Data. Exhibit C sets forth additional information about Company’s technical and organizational security measures.

6.
Transfers of Personal Data
6.1

The parties agree that Company may transfer Personal Data processed under this Addendum outside the EEA, the UK, or Switzerland as necessary to provide the Services. Customer acknowledges that Company’s primary processing operations take place in the United States, and that the transfer of Customer’s Personal Data to the United States is necessary for the provision of the Services to Customer. If Company transfers Personal Data protected under this Addendum to a jurisdiction for which the European Commission has not issued an adequacy decision, Company will ensure that appropriate safeguards have been implemented for the transfer of Personal Data in accordance with Data Protection Laws.

6.2

Ex-EEA Transfers. The parties agree that ex-EEA Transfers are made pursuant to the EU SCCs, which are deemed entered into (and incorporated into this Addendum by this reference) and completed as follows:

6.2.1

Module One (Controller to Controller) of the EU SCCs apply when Company is processing Personal Data as a controller pursuant to Section 9 of this Addendum.

6.2.2

Module Two (Controller to Processor) of the EU SCCs apply when Customer is a controller and Company is processing Personal Data for Customer as a processor pursuant to Section 2 of this Addendum.

6.2.3

Module Three (Processor to Sub-Processor) of the EU SCCs apply when Customer is a processor and Company is processing Personal Data on behalf of Customer as a sub-processor.

6.2.4

Module Four (Processor to Controller) of the EU SCCs apply when Customer is a processor of Customer Usage Data and Company processes Customer Usage Data as a controller.

6.3

For each module, where applicable the following applies:

6.3.1

The optional docking clause in Clause 7 does not apply;

6.3.2

In Clause 9, Option 2 (general written authorization) applies, and the minimum time period for prior notice of sub-processor changes shall be as set forth in Section 4.2 of this Addendum;

6.3.3

In Clause 11, the optional language does not apply;

6.3.4

All square brackets in Clause 13 are hereby removed;

6.3.5

In Clause 17 (Option 1), the EU SCCs will be governed by the law of the Member State in which the data exporter is established;

6.3.6

In Clause 18(b), disputes will be resolved before the courts of the Member State in which the data exporter is established;

6.3.7

Exhibit B to this Addendum contains the information required in Annex I and Annex III of the EU SCCs;

6.3.8

Exhibit C to this Addendum contains the information required in Annex II of the EU SCCs; and

6.3.9

By entering into this Addendum, the parties are deemed to have signed the EU SCCs incorporated herein, including their Annexes.

6.4

Ex-UK Transfers. The parties agree that ex-UK Transfers are made pursuant to the UK SCCs, which are deemed entered into and incorporated into this Addendum by reference, and amended and completed in accordance with the UK Addendum, which is incorporated herein as Exhibit D of this Addendum .

6.5

Transfers from Switzerland. The parties agree that transfers from Switzerland are made pursuant to the EU SCCs with the following modifications:

6.5.1

The terms “General Data Protection Regulation” or “Regulation (EU) 2016/679” as utilized in the EU SCCs shall be interpreted to include the Federal Act on Data Protection of 19 June 1992 (the “FADP,” and as revised as of 25 September 2020, the “Revised FADP”) with respect to data transfers subject to the FADP.

6.5.2

The terms of the EU SCCs shall be interpreted to protect the data of legal entities until the effective date of the Revised FADP.

6.5.3

Clause 13 of the EU SCCs is modified to provide that the Federal Data Protection and Information Commissioner (“FDPIC”) of Switzerland shall have authority over data transfers governed by the FADP and the appropriate EU supervisory authority shall have authority over data transfers governed by the GDPR. Subject to the foregoing, all other requirements of Section 13 shall be observed.

6.5.4

The term “EU Member State” as utilized in the EU SCCs shall not be interpreted in such a way as to exclude Data Subjects in Switzerland from exercising their rights in their place of habitual residence in accordance with Clause 18(c) of the EU SCCs.

6.6

Supplementary Measures. In respect of any ex-EEA Transfer or ex-UK Transfer, the following supplementary measures shall apply:

6.6.1

As of the date of this Addendum, the Data Importer has not received any formal legal requests from any government intelligence or security service/agencies in the country to which the Personal Data is being exported, for access to (or for copies of) Customer’s Personal Data (“Government Agency Requests”);

6.6.2

If, after the date of this Addendum, the Data Importer receives any Government Agency Requests, Company shall attempt to redirect the law enforcement or government agency to request that data directly from Customer. As part of this effort, Company may provide Customer’s basic contact information to the government agency. If compelled to disclose Customer’s Personal Data to a law enforcement or government agency, Company shall give Customer reasonable notice of the demand and cooperate to allow Customer to seek a protective order or other appropriate remedy unless Company is legally prohibited from doing so. Company shall not voluntarily disclose Personal Data to any law enforcement or government agency. Data Exporter and Data Importer shall (as soon as reasonably practicable) discuss and determine whether all or any transfers of Personal Data pursuant to this Addendum should be suspended in the light of the such Government Agency Requests; and

6.6.3

The Data Exporter and Data Importer will meet regularly to consider whether:

(i)

the protection afforded by the laws of the country of the Data Importer to data subjects whose Personal Data is being transferred is sufficient to provide broadly equivalent protection to that afforded in the EEA or the UK, whichever the case may be;

(ii)

additional measures are reasonably necessary to enable the transfer to be compliant with the Data Protection Laws; and

(iii)

it is still appropriate for Personal Data to be transferred to the relevant Data Importer, taking into account all relevant information available to the parties, together with guidance provided by the supervisory authorities.

6.6.4

If Data Protection Laws require the Data Exporter to execute the Standard Contractual Clauses applicable to a particular transfer of Personal Data to a Data Importer as a separate agreement, the Data Importer shall, on request of the Data Exporter, promptly execute such Standard Contractual Clauses incorporating such amendments as may reasonably be required by the Data Exporter to reflect the applicable appendices and annexes, the details of the transfer and the requirements of the relevant Data Protection Laws.

6.6.5

If either (i) any of the means of legitimizing transfers of Personal Data outside of the EEA or UK set forth in this Addendum cease to be valid or (ii) any supervisory authority requires transfers of Personal Data pursuant to those means to be suspended, then Data Importer may by notice to the Data Exporter, with effect from the date set out in such notice, amend or put in place alternative arrangements in respect of such transfers, as required by Data Protection Laws.

7.
Rights of Data Subjects
7.1

Company shall, to the extent permitted by law, notify Customer upon receipt of a request by a Data Subject to exercise the Data Subject’s right of: access, rectification, erasure, data portability, restriction or cessation of processing, withdrawal of consent to processing, and/or objection to being subject to processing that constitutes automated decision-making (such requests individually and collectively “Data Subject Request(s)”). If Company receives a Data Subject Request in relation to Customer’s data, Company will advise the Data Subject to submit their request to Customer and Customer will be responsible for responding to such request, including, where necessary, by using the functionality of the Services. Customer is solely responsible for ensuring that Data Subject Requests for erasure, restriction or cessation of processing, or withdrawal of consent to processing of any Personal Data are communicated to Company, and, if applicable, for ensuring that a record of consent to processing is maintained with respect to each Data Subject.

7.2

Company shall, at the request of the Customer, and taking into account the nature of the processing applicable to any Data Subject Request, apply appropriate technical and organizational measures to assist Customer in complying with Customer’s obligation to respond to such Data Subject Request and/or in demonstrating such compliance, where possible, provided that (i) Customer is itself unable to respond without Company’s assistance and (ii) Company is able to do so in accordance with all applicable laws, rules, and regulations. Customer shall be responsible to the extent legally permitted for any costs and expenses arising from any such assistance by Company.

8.
Actions and Access Requests; Audits
8.1

Company shall, taking into account the nature of the processing and the information available to Company, provide Customer with reasonable cooperation and assistance where necessary for Customer to comply with its obligations under the GDPR to conduct a data protection impact assessment and/or to demonstrate such compliance, provided that Customer does not otherwise have access to the relevant information. Customer shall be responsible to the extent legally permitted for any costs and expenses arising from any such assistance by Company.

8.2

Company shall, taking into account the nature of the processing and the information available to Company, provide Customer with reasonable cooperation and assistance with respect to Customer’s cooperation and/or prior consultation with any Supervisory Authority, where necessary and where required by the GDPR. Customer shall be responsible to the extent legally permitted for any costs and expenses arising from any such assistance by Company.

8.3

Company shall maintain records sufficient to demonstrate its compliance with its obligations under this Addendum, and retain such records for a period of three (3) years after the termination of the Agreement. Customer shall, with reasonable notice to Company, have the right to review, audit and copy such records at Company’s offices during regular business hours.

8.4

Upon Customer’s written request at reasonable intervals, and subject to reasonable confidentiality controls, Company shall, either (i) make available for Customer’s review copies of certifications or reports demonstrating Company’s compliance with prevailing data security standards applicable to the processing of Customer’s Personal Data, or (ii) if the provision of reports or certifications pursuant to (i) is not reasonably sufficient under Data Protection Laws, allow Customer’s independent third party representative to conduct an audit or inspection of Company’s data security infrastructure and procedures that is sufficient to demonstrate Company’s compliance with its obligations under Data Protection Laws, provided that (a) Customer provides reasonable prior written notice of any such request for an audit and such inspection shall not be unreasonably disruptive to Company’s business; (b) such audit shall only be performed during business hours and occur no more than once per calendar year; and (c) such audit shall be restricted to data relevant to Customer. Customer shall be responsible for the costs of any such audits or inspections, including without limitation a reimbursement to Company for any time expended for on-site audits.  If Customer and Company have entered into Standard Contractual Clauses as described in Section 6 (Transfers of Personal Data), the parties agree that the audits described in Clause 8.9 of the EU SCCs shall be carried out in accordance with this Section 8.4.

8.5

Company shall immediately notify Customer if an instruction, in the Company’s opinion, infringes the Data Protection Laws or Supervisory Authority.

8.6

In the event of a Personal Data Breach, Company shall, without undue delay, inform Customer of the Personal Data Breach and take such steps as Company in its sole discretion deems necessary and reasonable to remediate such violation (to the extent that remediation is within Company’s reasonable control).

8.7

In the event of a Personal Data Breach, Company shall, taking into account the nature of the processing and the information available to Company, provide Customer with reasonable cooperation and assistance necessary for Customer to comply with its obligations under the GDPR with respect to notifying (i) the relevant Supervisory Authority and (ii) Data Subjects affected by such Personal Data Breach without undue delay.

8.8

The obligations described in Sections 8.6 and 8.7 shall not apply in the event that a Personal Data Breach results from the actions or omissions of Customer. Company’s obligation to report or respond to a Personal Data Breach under Sections 8.6 and 8.7 will not be construed as an acknowledgement by Company of any fault or liability with respect to the Personal Data Breach.

9.
Company’s Role as a Controller

The parties acknowledge and agree that with respect to Customer Account Data and Customer Usage data, Company is an independent controller, not a joint controller with Customer. Company will process Customer Account Data and Customer Usage Data as a controller (i) to manage the relationship with Customer; (ii) to carry out Company’s core business operations, such as accounting, audits, tax preparation and filing and compliance purposes; (iii) to monitor, investigate, prevent and detect fraud, security incidents and other misuse of the Services, and to prevent harm to Customer; (iv) for identity verification purposes; (v) to comply with legal or regulatory obligations applicable to the processing and retention of Personal Data to which Company is subject; and (vi) as otherwise permitted under Data Protection Laws and in accordance with this Addendum and the Agreement. Company may also process Customer Usage Data as a controller to provide, optimize, and maintain the Services, to the extent permitted by Data Protection Laws. Any processing by the Company as a controller shall be in accordance with the Company’s privacy policy set forth at https://www.anomalo.com/legal/privacy/

10.
Conflict

In the event of any conflict or inconsistency among the following documents, the order of precedence will be: (1) the applicable terms in the Standard Contractual Clauses; (2) the terms of this Addendum; (3) the Agreement; and (4) the Company’s privacy policy. Any claims brought in connection with this Addendum will be subject to the terms and conditions, including, but not limited to, the exclusions and limitations set forth in the Agreement.

Exhibit A

Details of Processing

Nature and Purpose of Processing: Company will process Customer’s Personal Data as necessary to provide the Services under the Agreement, for the purposes specified in the Agreement and this Addendum, and in accordance with Customer’s instructions as set forth in this Addendum.

Duration of Processing: Company will process Customer’s Personal Data as long as required (i) to provide the Services to Customer under the Agreement; (ii) for Company’s legitimate business needs; or (iii) by applicable law or regulation. Customer Account Data and Customer Usage Data will be processed and stored as set forth in Company’s privacy policy.

Categories of Data Subjects: Customer employees.

Categories of Personal Data: Company processes Personal Data contained in Customer Account Data, Customer Usage Data, and any Personal Data provided by Customer (including any Personal Data Customer collects from its end users and processes through its use of the Services) or collected by Company in order to provide the Services or as otherwise set forth in the Agreement or this Addendum. Categories of Personal Data include name, email address, occupation, and title.

Sensitive Data or Special Categories of Data: None.

Exhibit B

The following includes the information required by Annex I and Annex III of the EU SCCs, and Appendix 1 of the UK SCCs.

1.
The Parties

Data exporter(s): The Customer

Contact details: As designated by Customer in Customer’s account

Signature and date: By entering into the Agreement, Data Exporter is deemed to have signed these Standard Contractual Clauses incorporated herein, as of the Effective Date of the Agreement.

Role (controller/processor): The Data Exporter’s role is set forth in Section 2 of this Addendum.

Data importer(s): Anomalo, Inc.

Address: 855 El Camino Real STE 405 Palo Alto, CA 94301-2337

Contact person’s name, position and contact details: Elliot Shmukler, President and CEO, support@anomalo.com

Signature and date: By entering into the Agreement, Data Importer is deemed to have signed these Standard Contractual Clauses incorporated herein, as of the Effective Date of the Agreement.

Role (controller/processor): The Data Importer’s role is set forth in Section 2 of this Addendum.

2.
Description of the Transfer

Data Subjects

Customer’s employees.

Categories of Personal Data

Refer to Exhibit A.

Special Category Personal Data (if applicable)

Refer to Exhibit A.

Nature of the Processing

Refer to Exhibit A.

Purposes of Processing

Refer to Exhibit A.

Duration of Processing and Retention (or the criteria to determine such period)

Refer to Exhibit A.

Frequency of the transfer

As necessary to perform all obligations and rights with respect to Personal Data as provided in the Agreement or Addendum.

Recipients of Personal Data Transferred to the Data Importer

Company will maintain and provide a list of its Subprocessors upon request.

3.
Competent Supervisory Authority

The supervisory authority shall be the supervisory authority of the Data Exporter, as determined in accordance with Clause 13.

4.
List of Authorized Sub-Processors

Name of Authorized Sub-Processor

Types of data transferred

Description of processing

Country in which sub-processing will take place

Amazon Web Services (AWS)

All

All of the Company’s data processing occurs on machine instances hosted by Amazon Web Services (AWS) with output written to Amazon’s Simple Storage Service (S3).Customer may elect to deploy Company’s software in their own AWS Virtual Private Cloud (VPC) or in a similar location in a different cloud environment (Google Cloud, Microsoft Azure) in order to limit processing to cloud systems solely under the Customer’s control.

USA.

Customer may elect to deploy Company’s software to their own AWS, Google Cloud, or Microsoft Azure Virtual Private Cloud (VPC), thus limiting all processing to the country or region of the Customer’s choice.

OpenAI

Limited Customer Data

The Company uses OpenAI’s GPT models to correct user-submitted SQL queries and allow users to generate complex SQL queries from user-submitted natural language. Customers must opt-in to using this function. The Company does not send record-level or aggregate-level data to OpenAI as part of its use of OpenAI’s GPT models for this function.

USA

Sentry (sentry.io)

Customer Account Data and Customer Usage Data ONLY

The Company uses Sentry to log errors and observe usage and performance of the Company’s software. None of Customer’s Personal Data is transmitted to Sentry aside from Customer Account Data and Customer Usage Data. In particular, no Personal Data that the Customer collects from its end users and processes through its use of the Services is sent to Sentry.

USA

Segment (https://segment.com)

Customer Account Data and Customer Usage Data ONLY

The Company uses Segment to track usage of the Company’s software. None of Customer’s Personal Data is transmitted to Segment aside from Customer Account Data and Customer Usage Data. In particular, no Personal Data that the Customer collects from its end users and processes through its use of the Services is sent to Segment.

USA

Slack, Microsoft Teams, PagerDuty

Customer Account Data

The Company uses Slack, Microsoft Teams, and PagerDuty as destinations to send alerts from the Company’s software (always to Customer’s designated channels/locations for such services). As such, such services may receive small snippets of Customer Account Data (i.e. the name of the user initiating the alert) but should not receive any other Personal Data from the Customer

USA

ZoomInfo Chat (https://www.zoominfo.com)

Customer Account Data and Customer Usage Data ONLY

The Company uses ZoomInfo to provide chat-based customer service to users of the Company’s software. None of Customer’s Personal Data is transmitted to ZoomInfo aside from Customer Account Data and Customer Usage Data. In particular, no Personal Data that the Customer collects from its end users and processes through its use of the Services is sent to ZoomInfo.

USA

Exhibit C

Description of the Technical and Organisational Security Measures implemented by the Data Importer

The following includes the information required by Annex II of the EU SCCs and Appendix 2 of the UK SCCs.

Technical and Organizational Security Measure

Details

Measures of pseudonymisation and encryption of personal data

All personal data processed by the Company’s software is processed solely in memory and only small fragments of such data may be stored persistently in AWS S3 or a Customer-designated cloud storage service. When stored in a cloud storage service, all data is encrypted via AWS Server Side Encryption (SS3-S3) or equivalent for the appropriate cloud service. All network connections used to retrieve, transfer, or store Personal Data are encrypted via HTTPS/SSL encryption.

Measures for ensuring ongoing confidentiality, integrity, availability and resilience of processing systems and services

The Company’s software runs on Docker or Kubernetes-based machine clusters that are (i) self-healing – able to automatically recover from outages and issues and (ii) self-upgrading – able to automatically upgrade themselves to the latest version of the Company’s software.

Access to such systems is restricted only to authorized Company personnel and secured via single sign-on and multi-factor auth approaches.

Customer access to the software is restricted to authorized Customer personnel and secured via integration with the Customer’s single sign-on and enterprise identity systems (such as Google G-Suite or Okta).

Customer Personal Data is always segregated into a separate storage location and never intermingled with the Personal Data from other customers. Furthermore, a given Customer is prevented from seeing the Personal Data for other Customers by the Company’s software.

Measures for ensuring the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident

Customer Personal Data is stored in AWS S3 or similar cloud storage location which is automatically backed up and replicated to ensure high resilience. All of the Company’s key systems are also backed up to AWS S3 on at least a weekly basis.

Processes for regularly testing, assessing and evaluating the effectiveness of technical and organizational measures in order to ensure the security of the processing

The Company conducts a strong program of automated testing to ensure the effectiveness of technical and organizational measures designed to ensure the security of the processing. In addition to internal continuous integration testing, additional testing and compliance monitoring is performed by the Drata security and compliance automation platform (https://drata.com/).

The Company has also engaged Sensiba San Filippo LLP to execute a SOC 2, Type II attestation engagement based on the AICPA standards and requirements.

Measures for user identification and authorization

All access to Company systems is performed via single sign-on integration that are further protected by multi-factor auth.

Measures for the protection of data during transmission

All network connections used to retrieve, transfer, or store Personal Data are encrypted via HTTPS/SSL encryption.

Measures for the protection of data during storage

All personal data processed by the Company’s software is processed solely in memory and only small fragments of such data may be stored persistently in AWS S3 or a Customer-designated cloud storage service. When stored in a cloud storage service, all data is encrypted via AWS Server Side Encryption (SS3-S3) or equivalent for the appropriate cloud service.

Measures for ensuring physical security of locations at which personal data are processed

All processing is performed in physical locations managed and secured by Amazon Web Services or another major cloud vendor (Google Cloud, Microsoft Azure).

Measures for ensuring events logging

All key events and issues are logged to AWS Cloudwatch or Sentry (sentry.io) . Neither of those services receive any Personal Data as part of event logging.

Measures for ensuring system configuration, including default configuration

All systems are configured based on best-practice templates that incorporate all key configuration elements.

Measures for internal IT and IT security governance and management

All technical personnel at the Company are trained and involved in governance and security efforts with ultimate responsibility vested in the Company’s President and CEO.

Measures for certification/assurance of processes and products

The Company conducts a strong program of automated testing to ensure the effectiveness of technical and organization measures designed to ensure the security of the processing. In addition to internal continuous integration testing, additional testing and compliance monitoring is performed by the Drata security and compliance automation platform (https://drata.com/).

The Company has also engaged Sensiba San Filippo LLP to execute a SOC 2, Type II attestation engagement based on the AICPA standards and requirements.

Measures for ensuring data minimisation

The Company only processes and stores data that is designated for monitoring by the Customer. Only small samples of the data are ever stored, and they are stored only in situations where the availability of such a sample would better explain the Customer data issue issue detected by the Company’s software.

Measures for ensuring data quality

The Company operates and sells a data quality monitoring solution as part of the Services.

Measures for ensuring limited data retention

Company retains Customer data in a segregated storage location until the termination of the Agreement. Customer can also request use of a custom storage location for their use of the Services (i.e. a Customer-controlled cloud storage bucket) where their desired retention policy may be enforced.

Measures for ensuring accountability

As part of achieving SOC 2 Type II certification, the Company is in the process of rolling out a comprehensive set of security policies along with an employee training program.

Measures for allowing data portability and ensuring erasure

Customer Personal Data is always segregated into a separate storage location and never intermingled with the Personal Data from other customers. This allows for easy portability and erasure of Customer Personal Data.

Furthermore, Customers can also request use of a custom storage location for their use of the Services (i.e. a Customer-controlled cloud storage bucket) thus allowing for full Customer-control of Customer Personal Data stored by the Company’s software after processing.

Technical and organizational measures of sub-processors

The Company enters into Data Processing Agreements with its Authorized Sub-Processors with data protection obligations substantially similar to those contained in this Addendum.

Exhibit D

UK Addendum

International Data Transfer Addendum to the EU Commission Standard Contractual Clauses

Part 1: Tables

Table 1: Parties

Start Date
This UK Addendum shall have the same effectivedate as the DPA
The Parties
Exporter
Importer
Parties’ Details
Customer
Company
Key Contact
See  Exhibit B of this DPA
See  Exhibit B of this DPA

Table 2: Selected SCCs, Modules and Selected Clauses

EU SCCs
The Version of the Approved EU SCCs which thisUK Addendum is appended to as defined in the DPA and completed by Section 6.2and 6.3 of the DPA.

Table 3: Appendix Information

“Appendix Information” means the information which must be provided for the selected modules as set out in the Appendix of the Approved EU SCCs (other than the Parties), and which for this UK Addendum is set out in:

Annex 1A: List of Parties
As per Table 1 above
Annex 2B: Description of  Transfer
See  Exhibit C of this DPA
Annex II: Technical and organisational measures including technical and organisational measures to ensure the security of the data:
See Exhibit C of this DPA
Annex III: List of Sub processors (Modules 2 and 3 only):
See  Exhibit B of this DPA

Table 4: Ending this UK Addendum when the Approved UK Addendum Changes

Ending this UK Addendum when the Approved UK Addendum changes

Importer

Exporter

Neither Party

Entering into this UK Addendum:

1.
Each party agrees to be bound by the terms and conditions set out in this UK Addendum, in exchange for the other party also agreeing to be bound by this UK Addendum.
2.
Although Annex 1A and Clause 7 of the Approved EU SCCs require signature by the Parties, for the purpose of making ex-UK Transfers, the Parties may enter into this UK Addendum in any way that makes them legally binding on the Parties and allows data subjects to enforce their rights as set out in this UK Addendum. Entering into this UK Addendum will have the same effect as signing the Approved EU SCCs and any part of the Approved EU SCCs.

Interpretation of this UK Addendum

3.
Where this UK Addendum uses terms that are defined in the Approved EU SCCs those terms shall have the same meaning as in the Approved EU SCCs. In addition, the following terms have the following meanings:
UK Addendum
means this International Data Transfer Addendum incorporating the EU SCCs, attached to the DPA as Exhibit D.
EU SCCs
means the version(s) of the Approved EU SCCs which this UK Addendum is appended to, as set out in Table 2, including the Appendix Information
Appendix Information
shall be as set out in Table 3
Appropriate Safeguards
means the standard of protection over the personal data and of data subjects’ rights, which is required by UK Data Protection Laws when you are making an ex-UK Transfer relying on standard data protection clauses under Article 46(2)(d) UK GDPR.
Approved UK Addendum
means the template Addendum issued by the ICO and laid before Parliament in accordance with s119A of the Data Protection Act 2018 on 2 February 2022, as may be revised under Section ‎18 of the UK Addendum.
Approved EU SCCs
means the standard contractual clauses approved by the European Commission in Commission Decision 2021/914 dated 4 June 2021, for transfers of personal data to countries not otherwise recognized as offering an adequate level of protection for personal data by the European Commission (as amended and updated from time to time).
ICO
means the Information Commissioner of the United Kingdom.
ex-UK Transfer
shall have the same definition as set forth in the DPA .
UK
means the United Kingdom of Great Britain and Northern Ireland
UK Data Protection Laws
means all laws relating to data protection, the processing of personal data, privacy and/or electronic communications in force from time to time in the UK, including the UK GDPR and the Data Protection Act 2018.
UK GDPR
shall have  the definition set forth in the DPA.
4.
The UK Addendum must always be interpreted in a manner that is consistent with UK Data Protection Laws and so that it fulfils the Parties’ obligation to provide the Appropriate Safeguards.
5.
If the provisions included in the UK Addendum amend the Approved EU SCCs in any way which is not permitted under the Approved EU SCCs or the Approved UK Addendum, such amendment(s) will not be incorporated in the UK Addendum and the equivalent provision of the Approved EU SCCs will take their place.
6.
If there is any inconsistency or conflict between UK Data Protection Laws and the UK Addendum, UK Data Protection Laws applies.
7.
If the meaning of the UK Addendum is unclear or there is more than one meaning, the meaning which most closely aligns with UK Data Protection Laws applies.
8.
Any references to legislation (or specific provisions of legislation) means that legislation (or specific provision) as it may change over time. This includes where that legislation (or specific provision) has been consolidated, re-enacted and/or replaced after the UK Addendum has been entered into.

Hierarchy

9.
Although Clause 5 of the Approved EU SCCs sets out that the Approved EU SCCs prevail over all related agreements between the parties, the parties agree that, for ex-UK Transfers, the hierarchy in Section 10 below will prevail.
10.
Where there is any inconsistency or conflict between the Approved UK Addendum and the EU SCCs (as applicable), the Approved UK Addendum overrides the EU SCCs, except where (and in so far as) the inconsistent or conflicting terms of the EU SCCs provides greater protection for data subjects, in which case those terms will override the Approved UK Addendum.
11.
Where this UK Addendum incorporates EU SCCs which have been entered into to protect ex-EU Transfers subject to the GDPR, then the parties acknowledge that nothing in the UK Addendum impacts those EU SCCs.

Incorporation and Changes to the EU SCCs:

12.
This UK Addendum incorporates the EU SCCs which are amended to the extent necessary so that:
a)
together they operate for data transfers made by the data exporter to the data importer, to the extent that UK Data Protection Laws apply to the data exporter’s processing when making that data transfer, and they provide Appropriate Safeguards for those data transfers;
b)
Sections 9 to 11 above override Clause 5 (Hierarchy) of the EU SCCs; and
c)
the UK Addendum (including the EU SCCs incorporated into it) is (1) governed by the laws of England and Wales and (2) any dispute arising from it is resolved by the courts of England and Wales.
13.
Unless the parties have agreed alternative amendments which meet the requirements of Section 12 of this UK Addendum, the provisions of Section 15 of this UK Addendum will apply.
14.
No amendments to the Approved EU SCCs other than to meet the requirements of Section 12 of this UK Addendum may be made.
15.
The following amendments to the EU SCCs (for the purpose of Section 12 of this UK Addendum) are made:
a)
References to the “Clauses” means this UK Addendum, incorporating the EU SCCs;
b)
In Clause 2, delete the words: “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”,
c)
Clause 6 (Description of the transfer(s)) is replaced with: “The details of the transfers(s) and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred) are those specified in Annex I.B where UK Data Protection Laws apply to the data exporter’s processing when making that transfer.”;
d)
Clause 8.7(i) of Module 1 is replaced with: “it is to a country benefitting from adequacy regulations pursuant to Section 17A of the UK GDPR that covers the onward transfer”;
e)
Clause 8.8(i) of Modules 2 and 3 is replaced with: “the onward transfer is to a country benefitting from adequacy regulations pursuant to Section 17A of the UK GDPR that covers the onward transfer;”
f)
References to “Regulation (EU) 2016/679”, “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)” and “that Regulation” are all replaced by “UK Data Protection Laws”. References to specific Article(s) of “Regulation (EU) 2016/679” are replaced with the equivalent Article or Section of UK Data Protection Laws;
g)
References to Regulation (EU) 2018/1725 are removed;
h)
References to the “European Union”, “Union”, “EU”, “EU Member State”, “Member State” and “EU or Member State” are all replaced with the “UK”;
i)
The reference to “Clause 12(c)(i)” at Clause 10(b)(i) of Module one, is replaced with “Clause 11(c)(i)”;
j)
Clause 13(a) and Part C of Annex I are not used;
k)
The “competent supervisory authority” and “supervisory authority” are both replaced with the “Information Commissioner”;
l)
In Clause 16(e), subsection (i) is replaced with: “the Secretary of State makes regulations pursuant to Section 17A of the Data Protection Act 2018 that cover the transfer of personal data to which these clauses apply;”;
m)
Clause 17 is replaced with: “These Clauses are governed by the laws of England and Wales.”;
n)
Clause 18 is replaced with: “Any dispute arising from these Clauses shall be resolved by the courts of England and Wales. A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of any country in the UK. The parties agree to submit themselves to the jurisdiction of such courts.”; and
o)
The footnotes to the Approved EU SCCs do not form part of the UK Addendum, except for footnotes 8, 9, 10 and 11.

Amendments to the UK Addendum

16.
The parties may agree to change Clauses 17 and/or 18 of the EU SCCs to refer to the laws and/or courts of Scotland and Northern Ireland.
17.
If the parties wish to change the format of the information included in Part 1:Tables of the Approved UK Addendum, they may do so by agreeing to the change in writing, provided that the change does not reduce the Appropriate Safeguards.
18.
From time to time, the ICO may issue a revised Approved UK Addendum which:
a)
makes reasonable and proportionate changes to the Approved UK Addendum, including correcting errors in the Approved UK Addendum; and/or
b)
reflects changes to UK Data Protection Laws;
The revised Approved UK Addendum will specify the start date from which the changes to the Approved UK Addendum are effective and whether the parties need to review this UK Addendum including the Appendix Information. This UK Addendum is automatically amended as set out in the revised Approved UK Addendum from the start date specified.
19.
If the ICO issues a revised Approved UK Addendum under Section 18 of this UK Addendum, if a party will as a direct result of the changes in the Approved UK Addendum have a substantial, disproportionate and demonstrable increase in:
c)
its direct costs of performing its obligations under the UK Addendum; and/or
d)
its risk under the UK Addendum,
and in either case it has first taken reasonable steps to reduce those costs or risks so that it is not substantial and disproportionate, then that party may end this UK Addendum at the end of a reasonable notice period, by providing written notice for that period to the other party before the start date of the revised Approved UK Addendum.
20.
The parties do not need the consent of any third party to make changes to this UK Addendum, but any changes must be made in accordance with its terms.
Exhibit E

United States Privacy Law Exhibit

This United States Privacy Law Exhibit (“Exhibit”) supplements the DPA and includes additional information required by the CCPA and the VCDPA, in each case, as updated, amended or replaced from time to time. Any terms not defined in this Exhibit shall have the meanings set forth in the DPA and/or the Agreement.

A. CALIFORNIA

1. Definitions

1.1 For purposes of this Section A, the terms “Business,” “Business Purpose,” “Commercial Purpose,” “Consumer,” “Personal Information,” “Processing,” “Sell,” “Service Provider,” “Share,” and “Verifiable Consumer Request” shall have the meanings set forth in the CCPA.

1.2 All references to “Personal Data,” “Controller,” “Processor,” and “Data Subject” in the DPA shall be deemed to be references to “Personal Information,” “Business,” “Service Provider,” and “Consumer,” respectively, as defined in the CCPA.

2. Obligations

2.1 Except with respect to Company Account Data and Company Usage Data (as defined in the DPA), the parties acknowledge and agree that Company is a Service Provider for the purposes of the CCPA (to the extent it applies) and Company is receiving Personal Information from Customer in order to provide the Services pursuant to the Agreement, which constitutes a Business Purpose.

2.2 Customer shall disclose Personal Information to Company only for the limited and specified purposes described in Exhibit A to this DPA.

2.3 Company shall not Sell or Share Personal Information provided by Customer under the Agreement.

2.4 Company shall not retain, use, or disclose Personal Information provided by Customer pursuant to the Agreement for any purpose, including a Commercial Purpose, other than as necessary for the specific purpose of performing the Services for Customer pursuant to the Agreement, or as otherwise set forth in the Agreement or as permitted by the CCPA.

2.6 Company shall notify Customer if it makes a determination that it can no longer meet its obligations under the CCPA.

2.7 Company will not combine Personal Information received from, or on behalf of, Customer with Personal Information that it receives from, or on behalf of, another party, or that it collects from its own interaction with the Consumer.

1.2 All references to “Personal Data,” “Controller,” “Processor,” and “Data Subject” in the DPA shall be deemed to be references to “Personal Information,” “Business,” “Service Provider,” and “Consumer,” respectively, as defined in the CCPA.

2.8 Company shall comply with all obligations applicable to Service Providers under the CCPA, including by providing Personal Information provided by Customer under the Agreement the level of privacy protection required by CCPA.

2.9 Company shall only engage a new sub-processor to assist Company in providing the Services to Customer under the Agreement in accordance with Section 4.1 of the DPA, including, without limitation, by: (i) notifying Customer of such engagement via the notification mechanism described in Section 4.1 of the DPA at least ten (10) days before enabling a new Sub-Processor; and (ii) entering into a written contract with the sub-processor requiring sub-processor to observe all of the applicable requirements set forth in the CCPA.

3. Consumer Rights

3.1 Company shall assist Customer in responding to Verifiable Consumer Requests to exercise the Consumer’s rights under the CCPA as set forth in Section 7 of the DPA.

4. Audit Rights

1.1 Tothe extent required by CCPA, Company shall allow Customer to conductinspections or audits in accordance with Sections 8.3 and 8.4 of the DPA.

B. VIRGINIA

1. Definitions

1.1 For purposes of this Section B, the terms “Consumer,” “Controller,” “Personal data,” “Processing,” and “Processor” shall have the meanings set forth in the VCDPA.

1.2 All references to “Data Subject” in this DPA shall be deemed to be references to “Consumer” as defined in the VCDPA.

2. Obligations

2.1 Except with respect to Company Account Data and Company Usage Data (as defined in the DPA), the parties acknowledge and agree that Customer is a Controller and Company is a Processor for the purposes of the VCDPA (to extent it applies).

2.2 The nature, purpose, and duration of Processing, as well as the types of Personal Data and categories of Consumers are described in Exhibit A to this DPA.

2.3 Company shall adhere to Customer’s instructions with respect to the Processing of Customer Personal Data and shall assist Customer in meeting its obligations under the VCDPA by:

2.3.1 Assisting Customer in responding to Consumer rights requests under the VCDPA as set forth in Section 7 of the DPA;

2.3.2 Complying with Section 5 (“Security of Personal Data”) of the DPA with respect to Personal Data provided by Customer;

2.3.3 In the event of a Personal Data Breach, providing information sufficient to enable Customer to meet its obligations pursuant to Va. Code § 18.2-186.6; and

2.3.4 Providing information sufficient to enable Customer to conduct and document data protection assessments to the extent required by VCDPA.

2.4 Company shall maintain the confidentiality of Personal Data provided by Customer and require that each person Processing such Personal Data be subject to a duty of confidentiality with respect to such Processing;

2.5 Upon Customer’s written request, Company shall delete or return all Personal Data provided by Customer in accordance with Section 2.4 of the DPA, unless retention of such Personal Data is required or authorized by law or the DPA and/or Agreement.

2.6 In the event that Company engages a new sub-processor to assist Company in providing the Services to Customer under the Agreement, Company shall enter into a written contract with the sub-processor requiring sub-processor to observe all of the applicable requirements of a Processor set forth in the VCDPA.

3. Audit Rights

Upon Customer’s written request at reasonable intervals, Company shall, as set forth in Sections 8.3-8.4 of the DPA, (i) make available to Customer all information in its possession that is reasonably necessary to demonstrate Company’s compliance with its obligations under the VCDPA; and (ii) allow and cooperate with reasonable inspections or audits as required under the VCDPA.