Data Processing Addendum

“Affiliate” means an entity that directly or indirectly controls, is controlled by or is under common Control with an entity. For purposes of this definition, “control” means an ownership, voting or similar interest representing fifty percent (50%) or more of the total interests then outstanding of the entity in question.

“California Personal Information” means Personal Data that is subject to the protection of the CCPA and any later amendments thereto, including but not limited to the California Privacy Rights Act of 2020.

“CCPA” means California Civil Code Sec. 1798.100 et seq. (also known as the California Consumer Privacy Act of 2018) and any later amendments thereto, including but not limited to the California Privacy Rights Act of 2020.

“Customer Data” means any Personal Data that is uploaded for storage or hosting that SecPod processes on behalf of Customer in the course of providing the Services.

“Data Controller” means an entity that determines the purposes and means of the processing of Personal Data.

“Data Processor” means an entity that processes Personal Data on behalf of a Data Controller.

“Data Protection Laws” means all data protection and privacy laws applicable to the processing of Personal Data under the Agreement.

“EEA” means the European Economic Area.

“EU Data Protection Law” means all current data protection and privacy laws applicable to the processing of Personal Data under the Agreement including but not limited to: (i) prior to 25 May 2018, Directive 95/46/EC of the European Parliament and of the Council on the protection of individuals with regard to the processing of Personal Data and on the free movement of such data (“Directive”); (ii) on and after 25 May 2018, Regulation 2016/679 of the European Parliament and of the Council 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) (“GDPR”); (iii) the EU e-Privacy Directive (Directive 2002/58/EC); (iv) the Swiss Federal Data Protection Act; and (v) any national data protection laws made under or pursuant to (i) and (ii).

“SecPod” means SecPod Technologies Inc. or its affiliate that is a party to the Agreement.

“Model Clauses” means, as applicable:

• In respect of data relating to Data Subjects based in the European Union, the European Commission's Standard Contractual Clauses for the transfer of Personal Data from the European Union to processors established in third countries as set out in the Annex to Commission Implementing Decision 2021/91, a completed copy of which comprises Attachment A; or
• In respect of the data relating to Data Subjects based in the United Kingdom, the European Commission's Standard Contractual Clauses for the transfer of Personal Data from the European Union to processors established in third countries (controller-to-processor transfers), as set out in the Annex to Commission Decision 2010/87/EU as adapted for the UK, a completed copy of which comprises Attachment B or such alternative clauses as may be approved by UK law from time to time.

“Personal Data” means any information relating to an identified or identifiable natural person.

“Processing” has the meaning given to it in the GDPR and also includes any operation or set of operations which is performed on Personal Data, encompassing the collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction or erasure of Personal Data. The terms “Process”, “Processes” and “Processed” will be construed accordingly.

“Security Incident” means any unauthorized or unlawful breach of security that leads to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of or access to Customer Data.

“Sell” or “Sale” means selling, renting, releasing, disclosing, disseminating, making available, transferring, or otherwise communicating orally, in writing or by electronic or other means, Customer Data to a third party for monetary or valuable consideration.

“Services” has the meaning set forth in the Agreement.

“Subprocessor” means any Data Processor engaged by SecPod or its Affiliates to assist in fulfilling its obligations with respect to providing the Services pursuant to the Agreement or this DPA. Subprocessors may include third parties or Affiliates of SecPod.

“UK Data Protection Laws” means all applicable data protection and privacy legislation in force from time to time in the UK including without limitation the UK GDPR, the UK Data Protection Act 2018 and regulations made thereunder.

“UK GDPR” has the meaning given to it in section 310 (as supplemented by section 205(4)) of the UK Data Protection Act 2018.

As between SecPod and Customer, Customer is the Data Controller of Customer Data and SecPod will process Customer Data only as a Data Processor acting on behalf of Customer.

Customer agrees that (i) it will comply with its obligations as a Data Controller under Data Protection Laws in respect of its processing of Customer Data and any processing instructions it issues to SecPod; and (ii) it has provided notice and obtained (or will obtain) all consents and rights necessary for SecPod to process Customer Data pursuant to the Agreement and this DPA.

SecPod will process Customer Data only (i) for the purpose of providing the Services and in accordance with Customer's documented lawful instructions as set forth in the Agreement and this DPA; (ii) as part of the direct business relationship between Customer and SecPod; (iii) on behalf of Customer and SecPod's other customers, to the extent necessary to detect data security incidents, or protect against fraudulent or illegal activity; or (iv) as required by law, provided SecPod will inform Customer of such legal requirement prior to commencing such processing unless prohibited by law. The parties agree that the Customer's complete and final instructions with regard to the nature and purposes of the processing are set out in this DPA and the Agreement, which can be amended from time to time, either by an addendum to this DPA or the Agreement or by a commercial document signed between the parties.

Customer approves the grant of third party access for all current SecPod Subprocessors as of the last date of execution of this DPA. SecPod may in respect of Personal Data that is provided under this Agreement only authorize a new Subprocessor to process such Personal Data if the Customer is provided with the opportunity to object to the appointment of each Subprocessor to process such Personal Data within 7 working days after SecPod supplies the Customer with full details in writing regarding such Subprocessor.

Where SecPod authorizes any Subprocessor:

• SecPod will restrict the Subprocessor's access to Customer Data solely to what is necessary to assist SecPod in providing or maintaining the Services, and will prohibit the Subprocessor from accessing Customer Data for any other purpose.
• SecPod will enter or has already entered into a written agreement with the Subprocessor imposing data protection terms that require the Subprocessor to protect the Customer Data to the standard required by applicable Data Protection Laws.
• SecPod will remain responsible for its compliance with the obligations of this DPA and for any acts or omissions of the Subprocessor that cause SecPod to breach any of its obligations under this DPA.

SecPod has implemented and will maintain appropriate technical and organizational security measures to protect Customer Data from Security Incidents and to preserve the security and confidentiality of Customer Data (“Security Measures”), as updated or replaced from time to time.

Customer acknowledges that the Security Measures are subject to technical progress and development and that SecPod may update or modify the Security Measures from time to time provided that such updates and modifications do not result in the degradation of the overall security of the Services purchased by the Customer.

SecPod restricts its personnel from processing Customer Data without authorization by SecPod as set forth in the Security Measures and shall ensure that any individual who is authorized by SecPod to process Customer Data is bound under appropriate obligations of confidentiality and non-use.

Customer agrees that except as provided by this DPA, Customer is responsible for its secure use of the Services. Customer may elect to implement technical or organizational measures in relation to Customer Data, which may include (i) protecting account authentication credentials; (ii) protecting the security of Customer Data when in transit to and from the Services; (iii) implementing measures to allow Customer to backup and archive appropriately in order to restore availability and access to Customer Data in a timely manner in the event of a physical or technical incident; and (iv) taking any appropriate steps to securely encrypt or pseudonymise any Customer Data uploaded to the Services.

Upon becoming aware of a Security Incident, SecPod will notify Customer without undue delay and will provide information relating to the Security Incident as it becomes known or as is reasonably requested by Customer. SecPod will also take reasonable steps to mitigate and, where possible, to remedy the effects of, any Security Incident.

Upon request, SecPod will supply a summary copy of security audit report(s) (“Report”) to Customer in accordance with the technical and organizational measures set forth in Attachment C, which reports shall be subject to the confidentiality provisions of the Agreement. SecPod will also respond to any reasonable written audit questions submitted to it by Customer to review SecPod's compliance with Data Protection Laws provided that Customer shall not exercise this right more than once per year.

SecPod will permit the Customer and its third-party representatives to audit SecPod's compliance with its agreement obligations, on at least 60 days' notice, during the term of the Agreement. SecPod will give the Customer and its third-party representatives all necessary assistance to conduct such audits. Such audits shall be limited to once per year.

SecPod may transfer and process Customer Data anywhere in the world where SecPod, its Affiliates or its Subprocessors maintain data processing operations. SecPod will at all times provide an appropriate level of protection for the Customer Data processed, in accordance with the requirements of Data Protection Laws.

SecPod may only process, or permit the processing, of Personal Data outside the EEA and/or United Kingdom under the following conditions:

• SecPod is processing Personal Data, or permitting the processing of Personal Data in a territory which is subject to adequacy regulations under the EU Data Protection Laws and/or UK Data Protection Laws (as applicable) that the territory provides adequate protection for the privacy rights of individuals; or
• SecPod, its Affiliates and/or its Subprocessors (as applicable) enter into applicable Model Clauses so that appropriate safeguards are in place to ensure an adequate level of protection with respect to the privacy rights of individuals as required by Article 46 of the UK GDPR and EU GDPR.

If any Personal Data transfer between the Customer and SecPod requires execution of Model Clauses in order to comply with the EU Data Protection Laws and/or UK Data Protection Laws (where the Customer is the entity exporting Personal Data relating to EU and/or UK based individuals to SecPod outside the EEA and/or UK), the Model Clauses attached at Attachment A and Attachment B are incorporated by reference and form part of this DPA. To the extent there is any ambiguity between this DPA and the Model Clauses, the Model Clauses shall prevail unless this DPA offers a Data Subject a greater level of protection in which case and only in respect of the greater protection that is offered this DPA shall prevail.

Notwithstanding the foregoing, the parties agree that in the event SecPod adopts another alternative data export solution (as recognized under EU Data Protection Laws and/or UK Data Protection Laws (as applicable)), then the alternative data export solution shall apply instead of the Model Clauses. In the event that the alternative data export solution is later determined to not constitute an adequate level of data protection under EU Data Protection Laws, the Model Clauses shall apply as the data export solution; similarly, should such alternative data export solution later be determined not to constitute an adequate level of data protection under UK Data Protection Laws, the Model Clauses (or any equivalent recognized by Data Protection Laws) shall apply.

Upon termination or expiration of the Agreement, SecPod will (at Customer's election) delete or return to Customer all Customer Data in its possession or control in accordance with the terms of the Agreement.

This requirement will not apply to the extent SecPod is required by applicable law to retain some or all of the Customer Data, or to Customer Data it has archived on back-up systems, which Customer Data SecPod will securely isolate and protect from any further processing, except to the extent required by law.

To the extent that Customer is unable to independently access the relevant Customer Data within the Services and provided that Customer has configured the Services in accordance with SecPod's recommendations, SecPod will (at Customer's expense) provide reasonable cooperation to assist Customer to respond to any requests from individuals or applicable data protection authorities relating to the processing of Personal Data under the Agreement when Customer is required to respond to such requests under applicable Data Protection Laws. In the event that any such request is made directly to SecPod, SecPod will not respond to such communication directly without Customer's prior authorization, unless legally compelled to do so. If SecPod is required to respond to such a request, SecPod will promptly notify Customer and provide it with a copy of the request unless legally prohibited from doing so.

If a law enforcement agency sends SecPod a demand for Customer Data (for example, through a subpoena or court order), SecPod will attempt to redirect the law enforcement agency to request that data directly from Customer. As part of this effort, SecPod may provide Customer's basic contact information to the law enforcement agency. If compelled to disclose Customer Data to a law enforcement agency, then SecPod will give Customer reasonable notice of the demand to allow Customer to seek a protective order or other appropriate remedy unless SecPod is legally prohibited from doing so.

To the extent SecPod is required under Data Protection Law, SecPod will (at Customer's expense) provide reasonably requested information regarding the Services to enable the Customer to carry out data protection impact assessments and prior consultations with data protection authorities as required by law.

When processing California Personal Information in accordance with Customer's instructions, the parties acknowledge and agree that Customer is a “Business” and SecPod is a “Service Provider” for the purposes of, and as those terms are defined in, the CCPA.

The parties agree that SecPod will Process California Personal Information as a “Service Provider” (as defined in the CCPA) strictly for the purpose of performing the Services under the Agreement or as otherwise permitted by the CCPA. SecPod shall provide commercially reasonable assistance to cooperate with the Customer's efforts to comply with applicable consumers' rights. SecPod shall, in accordance with the Agreement, not sell personal information and not retain, use, or disclose personal information for any purpose other than those specified in this Agreement. SecPod certifies that it understands the restrictions of this section 9.2 and will comply with these restrictions.

For the avoidance of doubt, any claim or remedies the Customer may have against SecPod, any of its Affiliates and their respective employees, agents and subprocessors arising under or in connection with this DPA, including: (i) for breach of this DPA; (ii) as a result of fines (administrative, regulatory or otherwise) imposed upon Customer; and (iii) under EU Data Protection Law and/or UK Data Protection Law, including any claims relating to damages paid to a data subject, will be subject to any limitation of liability provisions (including any agreed aggregate financial cap) that apply under the Agreement. Customer further agrees that any regulatory penalties incurred by SecPod in relation to the Customer Data that arise as a result of, or in connection with, Customer's failure to comply with its obligations under this DPA or any applicable Data Protection Laws shall count toward and reduce SecPod's liability under the Agreement as if it were liability to the Customer under the Agreement. Notwithstanding the foregoing, in no event shall any party limit its liability with respect to any individual's data protection rights under this DPA or otherwise.

Any claims against SecPod or its Affiliates under this DPA shall be brought solely against the entity that is a party to the Agreement. No one other than a party to this DPA, their successors and permitted assignees shall have any right to enforce any of its terms.

To the extent reasonably necessary to comply with changes to applicable Data Protection Laws or in response to guidance or mandates issued by any court, regulatory body, or supervisory authority with jurisdiction over SecPod, SecPod may modify, amend, or supplement the terms of this DPA. SecPod will endeavor to provide prior written notice of any such changes to Customer by posting a notice on SecPod's website.

This DPA will be governed by and construed in accordance with governing law and jurisdiction provisions in the Agreement, unless required otherwise by applicable Data Protection Laws.

Customer acknowledges that SecPod may disclose the privacy provisions in this DPA to the U.S. Department of Commerce, the Federal Trade Commission, a European Union supervisory authority, or any other U.S. or EEA (including UK) judicial or regulatory body upon their lawful request.

Except for the changes made by this DPA, the Agreement remains unchanged and in full force and effect. If there is any conflict between this DPA and the Agreement, this DPA shall prevail to the extent of that conflict. If there is any conflict between this DPA and the Model Clauses, then to the extent this DPA affords a data subject greater rights and protections than afforded under the Model Clauses, this DPA shall prevail; in all other situations (i.e. where the data subject is afforded equal or lesser rights and protections under this DPA) the Model Clauses shall prevail.

The provisions of this DPA are severable. If any phrase, clause or provision is invalid or unenforceable in whole or in part, such invalidity or unenforceability shall affect only such phrase, clause or provision, and the rest of this DPA shall remain in full force and effect.

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.

The Parties:

• The Customer, as defined in the Agreement (the “data exporter”), and
• SecPod, as defined in the DPA (the “data importer”),

each a ‘party’; together ‘the parties’, have agreed to these standard contractual clauses (hereinafter: ‘Clauses’). These Clauses apply with respect to the transfer of personal data as specified in Annex I.B. The Appendix to these Clauses containing the Annexes referred to therein forms an integral part of these Clauses.

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.

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

Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, with the following exceptions: Clause 1, Clause 2, Clause 3, Clause 6, Clause 7; Clause 8.1(b), 8.9(a), (c), (d) and (e); Clause 9(a), (c), (d) and (e); Clause 12(a), (d) and (f); Clause 13; Clause 15.1(c), (d) and (e); Clause 16(e); Clause 18(a) and (b).

This paragraph is without prejudice to rights of data subjects under Regulation (EU) 2016/679.

Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that Regulation. These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679 and shall not be interpreted in a way that conflicts with rights and obligations provided for in that Regulation.

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.

8.1 Instructions

The data importer shall process the personal data only on documented instructions from the data exporter. The data importer shall immediately inform the data exporter if it is unable to follow those instructions. The data importer shall process the personal data unless required to do so by Union or Member State law to which the data importer is subject; in such a case, the data importer shall inform the data exporter of that legal requirement before processing.

8.2 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, unless on further instructions from the data exporter.

8.3 Transparency

On request, the data exporter shall make a copy of these Clauses, including the Appendix as completed by the Parties, available to the data subject free of charge. To the extent necessary to protect business secrets or other confidential information, including the measures described in Annex II and personal data, the data exporter may redact part of the text of the Appendix to these Clauses prior to sharing a copy.

8.5 Duration of Processing and Erasure or Return of Data

Processing by the data importer shall only take place for the duration specified in Annex I.B. After the end of the provision of the processing services, the data importer shall, at the choice of the data exporter, delete all personal data processed on behalf of the data exporter and certify to the data exporter that it has done so, or return to the data exporter all personal data processed on its behalf and delete existing copies.

8.6 Security of Processing

The data importer and, during transmission, also the data exporter shall implement appropriate technical and organisational measures to ensure the security of the data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access to that data (hereinafter ‘personal data breach’). In assessing the appropriate level of security, the Parties 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 subjects.

8.9 Documentation and Compliance

The data importer shall promptly and adequately deal with enquiries from the data exporter that relate to the processing under these Clauses. The data importer shall make available to the data exporter all information necessary to demonstrate compliance with the obligations set out in these Clauses and at the data exporter's request, allow for and contribute to audits of the processing activities covered by these Clauses, at reasonable intervals or if there are indications of non-compliance.

The data importer has the data exporter's general authorisation for the engagement of sub-processor(s) from an agreed list. The data importer shall specifically inform the data exporter in writing of any intended changes to that list through the addition or replacement of sub-processors at least 7 working days in advance, thereby giving the data exporter sufficient time to be able to object to such changes prior to the engagement of the sub-processor(s). The data importer shall provide the data exporter with the information necessary to enable the data exporter to exercise its right to object.

The data importer shall promptly notify the data exporter of any request it has received from a data subject. It shall not respond to that request itself unless it has been authorised to do so by the data exporter.

The data importer shall assist the data exporter in fulfilling its obligations to respond to data subjects' requests for the exercise of their rights under Regulation (EU) 2016/679. In this regard, the Parties shall set out in Annex II the appropriate technical and organisational measures, taking into account the nature of the processing, by which the assistance shall be provided, as well as the scope and the extent of the assistance required.

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.

The data importer shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data importer or its sub-processor causes the data subject by breaching the third-party beneficiary rights under these Clauses.

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.

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.

The data importer agrees to notify the data exporter and, where possible, the data subject promptly if it: (i) receives a legally binding request from a public authority for the disclosure of personal data transferred pursuant to these Clauses; or (ii) becomes aware of any direct access by public authorities to personal data transferred pursuant to these Clauses.

The data importer agrees to review the legality of any request for disclosure 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 promptly inform the data exporter if it is unable to comply with these Clauses, for whatever reason.

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 and compliance with these Clauses is not restored within a reasonable time; (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.

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 the Netherlands.

Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State. The Parties agree that those shall be the courts of the Netherlands. 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. The Parties agree to submit themselves to the jurisdiction of such courts.

A. List of Parties

Data exporter:The data exporter is the legal entity specified as “Customer” in the DPA. The data exporter is a customer of the data importer who provides personal data to the data importer in connection with the data importer's provision of goods, products or services. Role: Controller.

Data importer: SecPod Technologies, Inc., 303 Twin Dolphin Drive, Redwood City CA — [email protected]. Role: Processor.

B. Description of Transfer

Categories of data subjects:

• Users of the SecPod Software, Support Services, and/or Cloud Services
• Employees, contractors and other agents of SecPod's customers
• Suppliers

Categories of personal data transferred may include:

• Customer user details: name, surname, title, position, business email address, business phone number
• IT management and security details: connection data, log-in credentials (user-name and passwords), IP address
• Financial and transactional details: income, benefits, brokerage information, assets, investments, bank account number
• Human resources and employment details: social security number, tax ID, trust information, home physical address, personal email address, personal phone number
• Other miscellaneous data uploaded to the Software, Services, or Cloud Services by Customer's users

Sensitive data: In the normal, intended use case of the SecPod Software, Services, and Cloud Services, special categories of data should not be provided.

Frequency: Continuous

Nature of the processing: Collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, and erasure or destruction of data, pursuant to the instructions of the Data Controller.

Purpose(s): Provision of SecPod Software, Services, and Cloud Services for the performance of the Agreement pursuant to the instructions of the data exporter.

Retention period: The duration is specified in the Agreement.

C. Competent Supervisory Authority

Dutch Data Protection Authority (Autoriteit Persoonsgegevens), the Netherlands.

Description of the technical and organisational measures implemented by the data importer to ensure an appropriate level of security, taking into account the nature, scope, context and purpose of the processing, and the risks for the rights and freedoms of natural persons.

Please see Attachment C for the SecPod Security Provisions.

For the purposes of the Clauses:

• Personal data, special categories of data, process/processing, controller, processor, data subject and Commissioner shall have the same meaning as in the UK GDPR.
• The data exporter means the controller who transfers the personal data.
• The data importermeans the processor who agrees to receive from the data exporter personal data intended for processing on his behalf after the transfer in accordance with his instructions and the terms of the Clauses and who is not subject to a third country's system covered by UK adequacy regulations.
• The sub-processor means any processor engaged by the data importer or by any other sub-processor of the data importer who agrees to receive from the data importer personal data exclusively intended for processing activities to be carried out on behalf of the data exporter after the transfer.
• The applicable data protection law means the legislation protecting the fundamental rights and freedoms of individuals and, in particular, their right to privacy with respect to the processing of personal data applicable to a data controller in the UK.
• Technical and organisational security measures means those measures aimed at protecting personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access.

The data exporter agrees and warrants that:

• The processing, including the transfer itself, has been and will continue to be carried out in accordance with the applicable data protection law.
• It has instructed and will instruct the data importer to process the personal data only on the data exporter's behalf and in accordance with the applicable data protection law and the Clauses.
• The data importer will provide sufficient guarantees in respect of the technical and organisational security measures.
• If the transfer involves special categories of data, the data subject has been or will be informed before or as soon as possible after the transfer.
• In the event of sub-processing, the processing activity is carried out by a sub-processor providing at least the same level of protection as the data importer under the Clauses.

The data importer agrees and warrants that:

• To process the personal data only on behalf of the data exporter and in compliance with its instructions and the Clauses.
• It has no reason to believe that the legislation applicable to it prevents it from fulfilling the instructions received from the data exporter.
• It has implemented the technical and organisational security measures specified in Annex B before processing the personal data transferred.
• It will promptly notify the data exporter about any legally binding request for disclosure of personal data, any accidental or unauthorised access, and any request received directly from data subjects.
• In the event of sub-processing, it has previously informed the data exporter and obtained its prior written consent.

The parties agree that any data subject who has suffered damage as a result of any breach of the obligations referred to in these Clauses by any party or sub-processor is entitled to receive compensation from the data exporter for the damage suffered.

If a data subject is not able to bring a claim for compensation against the data exporter, the data importer agrees that the data subject may issue a claim against the data importer as if it were the data exporter.

The Clauses shall be governed by the laws of England and Wales.

The data importer shall not subcontract any of its processing operations performed on behalf of the data exporter under the Clauses without the prior written consent of the data exporter. Where the data importer subcontracts its obligations under the Clauses, with the consent of the data exporter, it shall do so only by way of a written agreement with the sub-processor which imposes the same obligations on the sub-processor as are imposed on the data importer under the Clauses.

The provisions relating to data protection aspects for sub-processing of the contract shall be governed by the laws of England and Wales.

The parties agree that on the termination of the provision of data-processing services, the data importer and the sub-processor shall, at the choice of the data exporter, return all the personal data transferred and the copies thereof to the data exporter or shall destroy all the personal data and certify to the data exporter that it has done so, unless legislation imposed upon the data importer prevents it from returning or destroying all or part of the personal data transferred.

Data exporter: The Customer who purchased Services from SecPod.

Data importer:SecPod, who provides Services to the Customer and the performance of SecPod's obligations under the Agreement and this DPA.

Data subjects may include:

• Users of the SecPod Software, Support Services, and/or Cloud Services
• Employees, contractors and other agents of SecPod's customers
• Suppliers

Categories of data transferred: Same as described in Attachment A, Annex I.B above.

Special categories of data: In the normal, intended use case of the SecPod Software, Services, and Cloud Services, special categories of data should not be provided.

Processing operations: Collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, and erasure or destruction of data, pursuant to the instructions of the data exporter.

Please see Attachment C for the SecPod Security Provisions.

a. Administrative Controls

• Dedicated Information Security Team. SecPod's Security Program is managed by a dedicated team of information security professionals, led by the SecPod VP and Chief Information Security Officer.
• Security Policy. SecPod maintains a written security policy based on industry standards and in compliance with applicable data protection laws, which is reviewed and updated annually and made available to all SecPod personnel.
• Background Checks. SecPod conducts criminal background screening on its employees as part of its hiring process in compliance with applicable laws.
• Security Awareness Training. SecPod maintains a documented security awareness training program for its personnel, including new hire and on-going training.
• Code of Conduct; Confidentiality Agreements; Information Security Policy. SecPod personnel are required to acknowledge and agree to several policies and agreements that require employees to maintain the confidentiality of Customer Data and follow security processes related to Customer Data.
• Risk Management & Threat Assessment.SecPod has a documented risk management process. SecPod's Information Security Committee meets regularly to review reports and material changes in the threat environment, identify potential control deficiencies and make recommendations for new or improved controls and threat mitigation strategies.
• External Threat Intelligence Monitoring. SecPod reviews external threat intelligence feeds, including US-Cert vulnerability announcements, critical vendor security advisories and other trusted sources of vulnerability and threat information.
• Vendor Risk Management.SecPod evaluates vendors that process Customer Data or are part of a SecPod solution, to ensure they maintain security measures consistent with SecPod's obligations and in compliance with Data Protection Laws.

b. Incident Detection and Response

• Incident Response Plan. SecPod maintains a documented incident response plan, which includes incident reporting, response, roles and responsibilities, prioritization, escalation and remediation. The plan is tested and updated periodically.
• Security Incident Reporting. If SecPod becomes aware of a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Data, SecPod shall notify Customer without undue delay, and in any case, within 48 hours after determining a Security Incident has impacted or will impact the Customer Data.
• Investigation. In the event of a Security Incident, SecPod shall promptly take reasonable steps to contain, investigate, and mitigate any Security Incident. Any logs determined to be relevant to a Security Incident shall be preserved for at least one year.
• Communication and Collaboration.SecPod shall provide Customer timely information about the Security Incident to the extent known to SecPod, including the nature and consequences, the measures taken and/or proposed to mitigate or contain the Security Incident, the status of SecPod's investigation, and a contact point to obtain additional information.
• Cyber Insurance.SecPod maintains a Cyber/Technology Errors & Omissions Liability insurance policy with a Policy Holder Alphabetic Category Rating of not less than “A-” and Financial Size Category Rating of not less than “VII” according to the latest edition of A.M. Best's Key Rating Guide.

c. Corporate Office Physical & Environmental Controls

• Physical access to the corporate office is controlled at ingress points
• Badge access is required for all personnel and badge privileges are reviewed regularly
• Visitors are required to sign in
• CCTV covers building ingress points
• Fire detection and protection systems
• Climate control systems

d. System Security

• Malware and Vulnerability Protection. SecPod laptops, desktops and production servers are protected with auto-updating anti-malware protection and vulnerability monitoring. Email, including links and attachments, are scanned for malware before being delivered.
• Disk Encryption. SecPod laptop hard drives are encrypted.
• Patching. Security patches are reviewed and deployed at least monthly.
• Secure Disposal. SecPod follows a documented process for the secure disposal of assets which store data.
• Multi-factor Authentication. Remote access to SecPod networks requires multi-factor authentication.

e. Secure Software Development

• Security is part of the entire software development lifecycle
• Development systems are separate from production systems
• Customer Data is not transmitted to or stored on development systems
• Application security testing is built into the software development pipeline
• A source code control system is utilized that authenticates and logs the person associated with all changes to the software or custom code baseline and all related configuration and build files
• Source code is backed up and protected

a. Security Responsibilities

SecPod provides its software either (i) on an on-premise basis, whereby the software is installed on Customer's computers, or (ii) as a hosted service, whereby SecPod utilizes infrastructure-as-a-service cloud providers and/or secure colocation facilities to provide Customers access to the SecPod software (the “Cloud Environment”).

With respect to SecPod's on-premises software, the Customer is responsible for maintaining the security of Customer's computers, including all patching, access controls, firewalls, physical security, backups and encryption. When SecPod's software is provided via a Cloud Environment, SecPod is responsible for maintaining the security controls and safeguards described below.

b. Audits and Certifications

SecPod maintains the audits and certifications described at https://security.secpod.com. Reports by independent third-party auditors are made available to Customer upon request.

c. Hosting Location of Customer Data

SecPod uses subservice organizations whose controls are assessed via SOC 2 audits to ensure they are suitably designed and operated to comply with SecPod's security requirements.

d. Encryption

• Encryption at Rest. Customer data residing in the Cloud Environment is encrypted at rest.
• Encryption Key Management. All cryptographic keys are protected from unauthorized disclosure or use. Encryption keys are created in compliance with current industry standard strength recommendations. Any key that becomes weak or is suspected of compromise is retired and/or rotated with an updated key. Certificates are utilized to encrypt keys used to encrypt data.
• Encryption in transit. Secure data transmission protocols are used to encrypt confidential data when transmitted over public networks.

e. System and Network Security

• Access Controls. All SecPod personnel access to the Cloud Environment is via a unique user ID with a complex password and multi-factor authentication. Access to systems and data is provided consistent with the principle of least privilege.
• Separation of Environments. SecPod logically separates production environments from development and testing environments.
• Change Management. SecPod maintains a documented change management program for its software.
• Firewalls/Security Groups.SecPod's Cloud Environment uses industry standard firewall or security groups technology with deny-all default policies.
• Personnel Access Reviews & Separation. SecPod reviews the access privileges of its personnel to the Cloud Environment at least quarterly and removes access on a timely basis for all separated personnel.
• Hardening. The Cloud Environment is hardened using industry-standard practices, including changing default passwords, removing unnecessary software, disabling or removing unnecessary services, and regular patching.
• Monitoring & Logging. Monitoring tools and services are utilized to log specific activities and changes within the Cloud Environment. Logs are securely stored to prevent tampering.
• Endpoint Protection. The Cloud Environment leverages auto-updating threat detection tools to monitor for and provide protection from suspicious activities and malware.
• Vulnerability Management. Systems in the Cloud Environment are automatically evaluated for vulnerabilities, which are then prioritized for remediation based on their potential impact.
• Penetration Testing.SecPod engages one or more independent third parties to conduct penetration tests of selected software at least annually. Upon Customer's written request, SecPod shall provide Customer an executive summary of any such penetration test.

f. Cloud Data Center Physical & Environmental Controls

• Physical access to the facilities and physical systems is controlled
• Physical access privileges are reviewed regularly
• Visitors are required to present ID and sign in
• CCTV covers all ingress points
• Fire detection and protection systems
• Power back-up and redundancy systems
• Climate control systems
• Established NIST 800-88 compliant processes for decommissioning hardware assets

g. Deletion of Customer Data

Subject to applicable provisions of the Agreement, upon the later of (i) expiration or termination of the Agreement and (ii) expiration of any post-termination “retrieval period” set forth in the Agreement, SecPod promptly deletes any remaining Customer Data.

h. Business Continuity and Disaster Recovery

Automated backup systems perform scheduled backups of production databases. A business continuity and disaster recovery plan is in place to ensure the resumption of time-sensitive operations and services in the event of a disastrous event that causes a significant business interruption. The plan contains detailed responsibilities and specific tasks for emergency response activities and business resumption operations based upon pre-defined time frames. The plan is reviewed and tested on an annual basis.

Upon written request and at no additional cost to Customer, SecPod shall provide Customer, and/or its appropriately qualified third-party representative (collectively, the “Auditor”), access to reasonably requested documentation evidencing SecPod's compliance with its obligations under this Security Addendum in the form of, as applicable: (i) SecPod's SOC 2 Type II audit report; (ii) SecPod's most recently completed Shared Assessments Standardized Information Gathering (SIG) Questionnaire; and (iii) the most recent penetration test summary report for the relevant Software (“Audit Reports”).

In the event SecPod is unable to provide an Audit Report, SecPod agrees to complete any Customer-provided information security questionnaire on an annual basis within six (6) weeks of Customer's written request. Where the Auditor is a third-party, such third party may be required to execute a separate confidentiality agreement with SecPod prior to any review of Audit Reports. Any expenses incurred by an Auditor in connection with any review of Audit Reports or a customer-provided questionnaire shall be borne exclusively by the Auditor.