DATA PROCESSING AGREEMENT

[Last Updated 27th January, 2025]

This Data Processing Agreement (“DPA”) is governed and hereby attached to the Software as a Service Agreement, or any other agreement (“Agreement”) executed by and between Cube Nine Ltd., dba Core 8 together with its Affiliates and subsidiaries (“Company”), and you as a customer (“Customer”). 

All capitalized terms not defined herein shall have the meaning set forth in the Agreement.  

WHEREAS, the Company develops and offers a software-as-a-service cloud-based solution for data integration and automation of workflows across business applications, in order to assist finance and revenue teams to make informed decisions (the “Services”); and    

WHEREAS, the Services may require the Company to Process Personal Information (as such terms are defined below) on the Customer’s behalf subject to the terms and conditions of this DPA; and 

WHEREAS, the Parties desire to supplement this DPA to achieve compliance with the UK, EU, Swiss, United States and other data protection laws and agree on the following:

1. DEFINITIONS
2. 1. “Account and Usage Data” means Customer Account data and any other data processed by the Company as the Controller of such data as detailed under the Company’s Privacy Policy.  
   2. “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control”, for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
   3. “Adequate Country” means a country that received an adequacy decision from the European Commission or other applicable data protection authority.
   4. “CCPA” means the California Consumer Privacy Act (Cal. Civ. Code §§ 1798.100 – 1798.199) of 2018, including as modified by the California Privacy Rights Act (“CPRA”) as well as all regulations promulgated thereunder from time to time.
   5. “Customer Data” means Customer Content (as defined in the Agreement) and any Personal Data uploaded or processed during the use of the Services, but excluding any Account and Usage Data, all as detailed in Annex I attached herein. 
   6. “Data Privacy Framework” means the EU-U.S. Data Privacy Framework, the UK Extension to the EU-U.S. Data Privacy Framework and the Swiss-U.S. Data Privacy Framework self-certification programs (as applicable) operated by the U.S. Department of Commerce; as may be amended, superseded or replaced from time to time.
   7. The terms “Personal Data”, “Controller”, “Processor”, “Data Subject”, “Processing” (and “Process“), “Personal Data Breach”, “Special Categories of Personal Data” and “Supervisory Authority”, shall all have the same meanings as ascribed to them in the EU Data Protection Law. The terms “Business”, “Business Purpose”, “Consumer”, “Service Provider”, “Contractor”, “Third Party Business”, “Sale”, “Sell” and “Share” shall have the same meaning as ascribed to them under US Data Protection Laws. “Data Subject” shall also mean and refer to “Consumer”, and “Personal Data” shall include “Personal Information” under this DPA. 
   8. “Data Protection Law” means any and all applicable privacy and data protection laws and regulations (including, where applicable, EU Data Protection Law, UK Data Protection Laws, US Data Protection Laws including the CCPA and Swiss Data Protection Laws) as may be amended or superseded from time to time. 
   9. “EEA” means the European Economic Area. 
   10. “EU Data Protection Law” means the (i) EU General Data Protection Regulation (Regulation 2016/679) (“GDPR”); (ii) Regulation 2018/1725; (iii) the EU e-Privacy Directive (Directive 2002/58/EC), as amended (e-Privacy Law); (iv) any national data protection laws made under, pursuant to, replacing or succeeding (i) and (ii); (v) any legislation replacing or updating any of the foregoing; and (vi) any judicial or administrative interpretation of any of the above, including any binding guidance, guidelines, codes of practice, approved codes of conduct or approved certification mechanisms issued by any relevant Supervisory Authority.
   11. “Security Incident” means any accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data. Any Personal Data Breach will comprise a Security Incident.
   12. “Standard Contractual Clauses” or “SCC” mean the standard contractual clauses for the transfer of  Personal Data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council adopted by the European Commission Decision 2021/914 of 4 June 2021, which may be found here: Standard Contractual Clauses. 
   13. “Swiss Data Protection Laws” or “FADP” shall mean (i) Swiss Federal Data Protection Act ; (ii) The Ordinance on the Federal Act on Data Protection ; (iii) any national data protection laws made under, pursuant to, replacing or succeeding and any legislation replacing or updating any of the foregoing. 
   14. “Swiss SCC” shall mean the applicable standard data protection clauses issued, approved or recognized by the Swiss Federal Data Protection and Information Commissioner.
   15. ”UK Data Protection Laws” shall mean the Data Protection Act 2018 (DPA 2018), as amended, and EU General Data Protection Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, as incorporated into UK law as the UK GDPR, as amended, and any other applicable UK data protection laws, or regulatory Codes of Conduct or other guidance that may be issued from time to time.
   16. ”UK GDPR” shall mean the GDPR as it forms part of domestic law in the United Kingdom by virtue of section 3 of the European Union (Withdrawal) Act 2018 (including as further amended or modified by the laws of the United Kingdom or a part of the United Kingdom from time to time).
   17. “UK Standard Contractual Clauses” or “UK SCC” means the UK “International Data Transfer Addendum to The European Commission Standard Contractual Clauses” available at https://ico.org.uk/media/for-organisations/documents/4019539/international-data-transfer-addendum.pdf as adopted, amended or updated from time to time. 
   18. "US Data Protection Laws" means any U.S. federal and state privacy laws effective as of the Effective Date of this DPA and applies to the Company’s Processing of Customer Data, including without limitation the CCPA, Colorado Privacy Act C.R.S.A. § 6-1-1301 et seq. (SB 21-190), the Connecticut Data Privacy Act, S.B. 6 (Connecticut 2022), the Utah Consumer Privacy Act, Utah Code Ann. § 13-61-101 et seq, and the Virginia Consumer Data Protection Act, Va. Code Ann. § 59.1-575 et seq. (SB 1392), all as amended or superseded from time to time and including any implementing regulations and amendments thereto.

Any other terms that are not defined herein shall have the meaning provided under the Agreement or applicable Law. A reference to any term or section of Data Protection Laws means the version as amended. Any references to the GDPR in this DPA shall mean the GDPR or UK GDPR depending on the applicable Law.

2. ROLES AND DETAILS OF PROCESSING
3. 1. The parties agree and acknowledge that under the performance of their obligations set forth in the Agreement, and with respect to the Processing of Customer Data, the Company is acting as a Data Processor and Customer is acting as a Data Controller. Each party shall be individually and separately responsible for complying with the obligations that apply to such a party under applicable Data Protection Law. As between the Parties, it is acknowledged and agreed that the Company is not in a position to, nor can, be responsible for ensuring the lawfulness of Customer Data, including the manner and means by which it was collected, and any disclosure or consent required for such collection.  
   2. The subject matter and duration of the Processing carried out by the Processor on behalf of the Controller, the nature and purpose of the Processing, the type of Personal Data and categories of Data Subjects are described in Annex I attached hereto.
   3. Additional US Data Protection Laws specifications specification is further detailed in Annex VII. 

3. REPRESENTATIONS AND WARRANTIES
4. 1. The Company represents and warrants that it shall Process Customer Data, on behalf of the Customer, solely for the purpose of providing the Services, all in accordance with Customer’s written instructions under the Agreement and this DPA. Notwithstanding the above, in the event the Company is required under applicable laws, including Data Protection Law or any union or member state regulation, to Process Customer Data other than as instructed by Customer, the Company shall make its best efforts to inform the Customer of such requirement prior to Processing such Customer Data, unless prohibited under applicable law. 
   2. The Company shall provide reasonable cooperation and assistance to the Customer in ensuring compliance with its obligation to carry out data protection impact assessments with respect to the Processing of its Customer Data and to consult with the Supervisory Authority (as applicable).
   3. The Company shall take commercially reasonable steps to ensure: (i) the reliability of its staff and any other person acting under its supervision who may come into contact with, or otherwise have access to and Process Customer Data; (ii) that persons authorized to process the Customer Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality; and (iii) that such personnel are aware of their responsibilities under this DPA and any applicable Data Protection Laws.

4. DATA SUBJECTS RIGHTS AND REQUEST 
5. 1. It is agreed that where the Company receives a request from a Data Subject or an applicable authority in respect of Customer Data, where applicable, the Company will direct the Data Subject or the applicable authority to the Customer in order to enable the Customer to respond directly to the Data Subject’s or the applicable authority’s request, unless otherwise required under applicable laws. Parties shall provide each other with commercially reasonable cooperation and assistance in relation to the handling of a Data Subject’s or applicable authority’s request, to the extent permitted under Data Protection Law.

5. SUB-PROCESSING
6. 1. The Customer acknowledges that the Company may transfer Customer Data to and otherwise interact with third party data Processors (“Sub-Processor”). The Customer hereby authorizes the Company to engage and appoint such Sub-Processors as listed in Annex III, to Process Customer Data, as well as permits each Sub-Processor to appoint a Sub-Processor on its behalf. The company may continue to use those Sub-Processors already engaged by the Company, as listed in Annex III, or to engage an additional or replace an existing Sub-Processors to process Customer Data, subject to the provision of a thirty (30) day prior notice of its intention to do so to the Customer. In case the Customer has not objected to the adding or replacing of a Sub-Processor within five (5) days of the Company’s notice, such Sub-Processor shall be considered approved by the Customer. In the event the Customer objects to the adding or replacing of a Sub-Processor, the Company may, under its sole discretion, suggest the engagement of a different Sub-Processor for the same course of services, or otherwise terminate the Agreement. 
   2. The Company shall, where it engages any Sub-Processor, impose, through a legally binding contract between the Company and the Sub-Processor, data protection obligations similar to those set out in this DPA, in such a manner that the Processing will meet the requirements of Data Protection Law. 
   3. The Company shall remain responsible to the Customer for the performance of the Sub-Processor’s obligations in accordance with this DPA. The Company shall notify the Customer of any failure by the Sub-Processor to fulfill its contractual obligations.
   4. List of Sub-Processors is further detailed in Annex III.  

6. TECHNICAL AND ORGANIZATIONAL MEASURES
7. 1. 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, and without prejudice to any other security standards agreed upon by the parties, the Company hereby confirms that it has implemented and will maintain appropriate physical, technical and organizational measures to protect the Customer Data as required under Data Protection Laws to ensure lawful processing of Customer Data and safeguard Customer Data from unauthorized, unlawful or accidental processing, access, disclosure, loss, alteration or destruction. 
   2. The security measures are further detailed in Annex II.
   3. The parties acknowledge that security requirements are constantly change and that effective security requires the frequent evaluation and regular improvement of outdated security measures.

7. SECURITY INCIDENT
8. 1. The Company will notify the Customer promptly and no later than 48 hours upon becoming aware of any confirmed Security Incident involving the Customer Data in the Company’s possession or control. The Company’s  notification regarding or response to a Security Incident under this Section 7 shall not be construed as an acknowledgment by the Company of any fault or liability with respect to the Security Incident. 
   2. The Company will: (i) take necessary steps to remediate, minimize any effects of and investigate any Security Incident and to identify its cause; (ii) co-operate with the Customer and provide the Customer with such assistance and information as it may reasonably require in connection with the containment, investigation, remediation or mitigation of the Security Incident;  (iii) notify the Customer in writing of any request, inspection, audit or investigation by a Supervisory Authority or other authority; (iv) keep the Customer informed of all material developments in connection with the Security Incident and execute a response plan to address the Security Incident; and (v) co-operate with the Customer and assist Customer with its obligation to notify the affected individuals in the case of a Security Incident.

8. AUDIT RIGHTS 
9. 1. The Company shall maintain accurate written records of any and all the processing activities of any Personal Data carried out under this DPA and shall make such records available to the Customer and applicable supervisory authorities upon written request. Such records provided shall be considered the Company's Confidential Information and shall be subject to confidentiality obligations.  
   2. The Company shall, upon Customer’s written request, shall furnish the Customer with an updated certificate of its data security practices. 
   3. Alternatively, in the event the records and documentation provided subject to Section 8.1 above are not sufficient, the Company shall make available, solely upon prior reasonable written notice and no more than once per year, to a reputable auditor nominated by the Customer, information necessary to reasonably demonstrate compliance with this DPA, and shall allow for audits, including inspections, by such reputable auditor solely in relation to the Processing of the Customer Data (“Audit”) in accordance with the terms and conditions hereunder. The auditor shall be subject to the terms of this DPA and standard confidentiality obligations (including towards third parties). The Company may object to an auditor appointed by the Customer in the event the Company reasonably believes the auditor is not suitably qualified or independent, is a competitor of the Company or otherwise unsuitable (“Objection Notice”). The Customer will appoint a different auditor or conduct the Audit itself upon its receipt of an Objection Notice from the Company. Customer shall bear all expenses related to the Audit and shall (and ensure that each of its auditors shall) over the course of such Audit, avoid causing any damage, injury or disruption to the Company’s premises, equipment, personnel and business while its personnel are on those premises in the course of such Audit. Any and all conclusions of such Audit shall be confidential and reported back to the Company immediately.
   4. Nothing in this DPA will require the Company to either disclose to Customer or its third-party auditor, or to allow Customer or its third-party auditor to access: (i) any data of any other Company's customer or Company’s internal data including without limitation Account and Usage Data; (ii)The Company’s internal accounting or financial information; (iii) any trade secret of the Company or its Affiliates; (iv) any information that, in the Company’s reasonable opinion, could compromise the security of any of the Company’s systems or cause any breach of its obligations under applicable law or its security or privacy obligations to any third party; or (v) any information that Customer or its third-party auditor seeks to access for any reason other than the good faith fulfillment of Customer’s obligations under the Data Protection Laws. 

9. CROSS BORDER PERSONAL DATA TRANSFERS
10. 1. The Company will not transfer Customer Data originating from the EU, UK or Switzerland (which for the purpose of this Section 9 shall be referred as “Customer Data”), to any country or recipient not recognized as providing an adequate level of protection for such Personal Data by the Company (or by a Sub-Processor) includes transfer of Personal Data (either directly or through an onward (within the meaning of the applicable Data Protection Law), unless it first takes all such measures as are necessary to ensure the transfer) to a third country outside the EEA, the UK and Switzerland  is in compliance with applicable Data Protection Laws. Such measures may include (without limitation) (i) transferring such data to a recipient that is not covered by a suitable framework or other legally adequate transfer mechanism recognized by the relevant authorities or courts as providing an adequate level of protection for Personal Data, including to an Adequate Country, such transfer shall only occur if an appropriate safeguard approved by or in compliance with the Data Privacy Framework; (ii) to a recipient that has achieved binding corporate rules authorization in accordance with applicable Data Protection Law (; or (iii) to a recipient that has executed the SCCs, UK SCC or the Swiss SCC.
    2. When Customer and the Company, or the Company and or its Sub-processor relies on the Standard Contractual Clauses to facilitate a transfer to a third country that is not an Adequate Country, then:
    3. 1. transfer of Personal Data from the EEA the terms set forth in Annex IV shall apply. 
       2. transfer of Personal Data from the UK, the terms set forth in Annex V shall apply; and 
       3. transfer of Personal Data from Switzerland, the terms set forth in Annex VI shall apply. 

10. TERM, TERMINATION AND CONFLICT
11. 1. This DPA shall be effective as of the Effective Date (as defined in the agreement) and shall remain in force until the Agreement terminates. 
    2. The Company shall be entitled to terminate this DPA or terminate the Processing of Customer Data in the event that Processing of Customer Data under the Customer’s instructions or this DPA infringes applicable legal requirements. 
    3. Following the termination of this DPA, the Company shall, at the choice of the Customer, delete all Customer Data processed on behalf of the Customer and certify to the Customer that it has done so, or, return all Customer Data to the Customer and delete existing copies, unless applicable law or regulatory requirements requires that the Company continue to store Customer Data. Until the Customer Data is deleted or returned, the parties shall continue to ensure compliance with this DPA.
    4. In the event of a conflict between the terms and conditions of this DPA and the Agreement, this DPA shall prevail. For the avoidance of doubt, in the event Standard Contractual Clauses have been executed between the parties, the terms of the Standard Contractual Clauses shall prevail over those of this DPA. Except as set forth herein, all of the terms and conditions of the Agreement shall remain in full force and effect.

ANNEX I

DETAILS OF PROCESSING

This Annex includes certain details of the Processing of Personal Data as required by Article 28(3) GDPR.

Categories of Data Subjects:

Customer employees and Product’s users, and any other data subject which are uploaded to the Services by Customer (whether directly whether through integration of its third-party platforms). 

Categories of Personal Data processed:

• User data - Credentials, contact information (such as name, email address), usage data.
• Other Customer Data – any data integrated to the Product under customer’s sole discretion. 

Special Categories of Personal Data:

None – the service is not designated to the processing of special categories of data or any sensitive information. 

Nature of the processing:

Collection, storage, organization, communication, transfer, host and other uses in performance of the Services as set out in the Agreement. 

Purpose(s) of Processing:

To provide the Service.

Retention Period:

For as long as is necessary to provide the Services by the Company; provided there is no legal obligation to retain the Personal Data past termination or unless otherwise requested by the Customer. 

Process Frequency:

Continuous basis 

ANNEX II

TECHNICAL AND ORGANIZATIONAL MEASURES

1. Implement and maintain current and appropriate technical and organizational measures to protect Customer Data against accidental, unauthorized or unlawful Processing and against accidental loss, destruction, damage, alteration, disclosure or access;
2. Provide third-party attestation of static or dynamic application security testing or penetration testing on all software Processing Customer Data, remediate any identified high vulnerabilities prior to delivery to the Customer, provide written remediation plans for medium and low vulnerabilities, and provide evidence of its remediation of any identified security vulnerabilities at Customer’s request;
3. Maintain a level of security appropriate to the harm that may result from any unauthorized or unlawful Processing or accidental loss, destruction, damage, denial of service, alteration or disclosure, and appropriate to the nature of Customer Data;
4. Oblige its employees, agents or other persons to whom it provides access to Customer Data to keep it confidential; take reasonable steps to ensure the integrity of any employees who have access to Customer Data; provide annual training to staff and subcontractors on the security requirements contained herein;
5. Maintain measures designed to ensure the ongoing confidentiality, integrity, availability and resilience of the Company’s systems and services; 
6. Maintain a process for regularly testing, assessing and evaluating the effectiveness of technical and organizational measures for ensuring the security of the Processing of Customer Data, regularly testing such measures to validate their appropriateness and effectiveness, and implementing corrective action where deficiencies are revealed by such testing; 
7. Log all individuals’ access to and activities on systems and at facilities containing Customer Data. Upon Customer’s request, and subject to applicable laws and the Company’s retention policy, the Company will provide a report detailing a list of authorized users, their associated privileges, status of accounts, and history of activities;
8. For passwords applicable to the Company’s access, adhere to password policies for standard and privileged accounts consistent with industry best practices; protect both the Company and Customer user accounts with access to Customer Data using multi-factor authentication at Customer’s discretioh (e.g., using at least two different factors to authenticate such as a password and a security token or certificate);
9. Transmit Customer Data using standard i-transit cryptography, consistent with industry best practices; 
10. Ensure that only those the Company's personnel who need to have access to Customer Data are granted access, such access is limited to the least amount required, and only granted for the purposes of performing obligations under this DPA. The Company shall conduct access reviews upon each individual’s scope of responsibility change, the Company's staffing change or other change impacting the Company's personnel access to Customer Data;
11. Maintain a physical security program that is consistent with industry best practices;
12. Ensure that any storage media (whether magnetic, optical, non-volatile solid state, paper, or otherwise capable of retaining information) that captures Customer Data is securely erased or destroyed before repurposing or disposal.

Additional Measure for US transfers

Measures and assurances regarding US government surveillance (“Additional Safeguards”) have been implemented by the Company, and the Company agrees and hereby represents it maintains the following additional safeguards: 

1. The Company maintains industry standard measures to protect the Customer Data from interception while being transmitted, including encryption in transit (e.g., HTTPS, TLS). 
2. As of the "Last Updated" date stated above, the Company has not received any national security orders. 
3. No court has found the Company to be: (i) the type of entity eligible to receive process issued under section 702 of the United States Foreign Intelligence Surveillance Court (“FISA”); (ii) an “electronic communication service provider” within the meaning of 50 U.S.C § 1881(b)(4) or a member of any of the categories of entities described within that definition. 
4. In the event that FISA applies to the Company, the Company will make reasonable efforts to resist, subject to applicable laws, any request for bulk surveillance relating to the Customer Data, including (if applicable) under Section 702 of the FISA.   
5. If the Company becomes aware of any law enforcement agency or other governmental authority (in this paragraph “Authority”) attempt or demand to gain access to or receive a copy of the Customer Data (or part thereof), whether on a voluntary or a mandatory basis, then, unless legally prohibited or under a mandatory legal compulsion that requires otherwise, the Company shall: (i) inform the Authority that the Company is a Processor of the Customer Data and that Customer, as the Controller, has not authorized the Company to disclose the Customer Data to the Authority; (ii) inform the relevant Authority that any and all requests or demands for access to Customer Data should be directed to or served upon Customer in writing; and (iii) use reasonable legal mechanisms to challenge any such demand for access to Customer Data. 
6. Notwithstanding the above, if, taking into account the nature, scope, context and purposes of the related Authority’s intended access to Customer Data, the Company has a reasonable and good-faith belief that urgent access is necessary to prevent an imminent risk of serious harm to any individual or entity, these subsections shall not apply. In such an event, the Company  shall notify Customer, as soon as possible, following the access by the Authority, and provide Customer with relevant details, unless and to the extent legally prohibited to do so. 
7. The Company will inform Customer, upon written request (and not more than once a year), of the types of binding legal demands for Customer Data the Company has received and complied with, including demands under national security orders and directives, specifically including any process under Section 702 of FISA.

ANNEX III

LIST OF SUB-PROCESSORS

ANNEX IV

EU INTERNATIONAL TRANSFERS AND SCC 

1. The parties agree that the terms of the Standard Contractual Clauses are hereby incorporated by reference and shall apply to transfer of Personal Data from the EEA to other countries that are not deemed as Adequate Countries.
2. Module Two (Controller to Processor) of the Standard Contractual Clauses shall apply where the transfer is effectuated by Customer as the data controller of the Personal Data and the Company  is the data processor of the Personal Data.
3. The Parties agree that for the purpose of transfer of Personal Data between Customer (as Data Exporter) and the Company  (as Data Importer), the following shall apply:
4. 1. Clause 7 of the Standard Contractual Clauses shall not be applicable.
   2. In Clause 9, option 2 (general written authorization) shall apply and the method for appointing and time period for prior notice of Sub-processor changes shall be as set forth in the Sub-Processing Section of the DPA.
   3. In Clause 11, the optional language will not apply, and data subjects shall not be able to lodge a complaint with an independent dispute resolution body.
   4. In Clause 17, option 1 shall apply. The parties agree that the Standard Contractual Clauses shall be governed by the laws of the EU Member State in which the Customer is established (where applicable).
   5. In Clause 18(b) the parties choose the courts of the Republic of Ireland, as their choice of forum and jurisdiction.
4. Annex I.A of the Standard Contractual Clauses shall be completed as follows:
5. 1. "Data Exporter": Customer
   2. "Data Importer": the Company 
   3. Roles: (A) With respect to Module Two: (i) Data Exporter is a data controller and (ii) the Data Importer is a data processor. 
   4. Data Exporter and Data Importer Contact details: As detailed in the Agreement.
   5. Signature and Date: By entering into the Agreement and DPA, Data Exporter and Data Importer are deemed to have signed these Standard Contractual Clauses incorporated herein, including their Annexes, as of the Effective Date of the Agreement.
5. Annex I.B of the Standard Contractual Clauses shall be completed as follows:
6. 1. The purpose of the processing, nature of the processing, categories of data subjects, categories of personal data and the parties’ intention with respect to the transfer of special categories are as described in Annex I (Details of Processing) of this DPA.
   2. The frequency of the transfer and the retention period of the personal data is as described in Annex I (Details of Processing) of this DPA.
   3. The sub-processor which personal data is transferred are listed in Annex III. 
6. Annex I.C of the Standard Contractual Clauses shall be completed as follows: the competent supervisory authority in accordance with Clause 13 is the supervisory authority in the Member State stipulated in Section 3 above.
7. Annex II of this DPA (Technical and Organizational Measures) serves as Annex II of the Standard Contractual Clauses.
8. Annex III of this DPA (List of Sub-processors) serves as Annex III of the Standard Contractual Clauses.
9. Transfers to the US: Measures and assurances regarding US government surveillance (“Additional Safeguards”) are further detailed in Annex II.

ANNEX V

UK INTERNATIONAL TRANSFERS AND SCC

1. The parties agree that the terms of the Standard Contractual Clauses as amended by the UK Standard Contractual Clauses, and as amended in this Annex V, are hereby incorporated by reference and shall apply to transfer of Personal Data from the UK to other countries that are not deemed as Adequate Countries.
2. This Annex V is intended to provide appropriate safeguards for the purposes of transfers of Personal Data to a third country in reliance on Article 46 of the UK GDPR and with respect to data transfers from controllers to processors or from the processor to its sub-processors. 
3. Terms used in this Annex V that are defined in the Standard Contractual Clauses, shall have the same meaning as in the Standard Contractual Clauses.
4. This Annex V shall (i) be read and interpreted in the light of the provisions of UK Data Protection Laws, and so that if fulfils the intention for it to provide the appropriate safeguards as required by Article 46 of the UK GDPR, and (ii) not be interpreted in a way that conflicts with rights and obligations provided for in UK Data Protection Laws. 
5. Amendments to the UK Standard Contractual Clauses: 
6. 1. Part 1: Tables
   2. 1.  Table 1 Parties: shall be completed as set forth in Section 4 within Annex IV above. 
      2.  Table 2 Selected SCCs, Modules and Selected Clauses: shall be completed as set forth in Section 2 and 3 within Annex IV above.
      3. Table 3 Appendix Information: 

Annex 1A: List of Parties: shall be completed as set forth in Section 2 within Annex IV above. 

Annex 1B: Description of Transfer: shall be completed as set forth in Annex I above.

Annex II: Technical and organizational measures including technical and organizational measures to ensure the security of the data: shall be completed as set forth in Annex II above.

Annex III: List of Sub processors: shall be completed as set forth in Annex III above.

4. Table 4 ending this Addendum when the Approved Addendum Changes: shall be completed as “neither party”. 

ANNEX VI

SUPPLEMENTARY TERMS FOR SWISS DATA PROTECTION LAW TRANSFERS ONLY

The following terms supplement the Clauses only if and to the extent the Clauses apply with respect to data transfers subject to Swiss Data Protection Law, and specifically the FDPA:

• The term ’Member State’ will be interpreted in such a way as to allow data subjects in Switzerland to exercise their rights under the Clauses in their place of habitual residence (Switzerland) in accordance with Clause 18(c) of the Clauses.
• The clauses in the DPA protect the Personal Data of legal entities in accordance with the FDPA. 
• All references in this DPA to the GDPR should be understood as references to the FDPA insofar as the data transfers are subject to the FDPA.   
• References to the “competent supervisory authority”, “competent courts” and “governing law” shall be interpreted as Swiss Data Protection Laws and Swiss Information Commissioner, the competent courts in Switzerland, and the laws of Switzerland (for Restricted Transfers from Switzerland). 
• In respect of data transfers governed by Swiss Data Protection Laws, the EU SCCs will also apply to the transfer of information relating to an identified or identifiable legal entity where such information is protected similarly as Personal Data under Swiss Data Protection Laws until such laws are amended to no longer apply to a legal entity.
• The competent supervisory authority is the Swiss Federal Data Protection Information Commissioner.

Annex VII

US DATA PROTECTION LAWS ADDENDUM

This US Privacy Law Addendum (“US Addendum”) adds specification applicable to US Data Protection Laws. All terms used but not defined in this US Data Protection Laws Addendum shall have the meaning set forth in the DPA.

1. CCPA Specifications: 
2. 1. For the purpose of the CCPA, Customer is the Business and the Company is the Service Provider. 
   2. The Company shall Process Customer Data on behalf of the Customer as a Service Provider under the CCPA and shall not: (i) Sell or Share the Customer Data; (ii) retain, use or disclose the Customer Data for any purpose other than for a Business Purpose specified in the Agreement; or (iii) combine the Customer Data with other Personal Data that it receives from, or on behalf of, another customer, or collects from its own interaction with California residents, expect as otherwise permitted by the CCPA. 
   3. if, and to the extent applicable, the Company shall assist Customer in respect of a Consumer request to limit the use of its Sensitive Personal Information (“SPI”) by the Company.
   4. The Company certifies that it understands the rules, requirements and definitions of the CCPA. 

2. US Applicable States Specifications: 
3. 1. For the purpose of this US Data Protection Laws Addendum, ”Applicable States” shall mean Virginia, California, Colorado, Connecticut and Utah. 
   2. The Company agrees to notify the Customer if the Company makes a determination that it, or receives such a message from any of its Sub-Processors that it, can no longer meet its obligations under this US Addendum or US Data Protection Law. 
   3. The Company shall provide information necessary to enable Customer to conduct and document any data protection assessments required by US Data Protection Laws. Notwithstanding the above, the Company is responsible for only the measures allocated to it. 
   4. The Company shall provide assistance and procures that its subcontractors will provide assistance, as Customer may reasonably request, where and to the extent applicable, in connection with any obligation by Customer to respond to Consumer’s requests for exercising their rights under the US Data Protection Laws. Including without limitation, by taking appropriate technical and organizational measures, insofar as this is possible, for the fulfillment of the Customer's respective obligation. The Company agrees to notify the Customer if the Company receives such a message from any of its Sub-Processors that it, can no longer meet its obligations under this US Addendum or US Data Protection Law. 
   5. The Company acknowledges and confirms that it does not receive any monetary goods, payments or discounts in exchange for Processing Customer Data. 
   6. Each party shall, taking into account the context of Processing, implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk. The parties are hereby establishing a clear allocation of the responsibilities between them to implement these measures. The Company technical measures are detailed in the DPA and Annexes above. 
   7. The Processing instructions, including the nature of Processing, purpose of Processing, the duration of Processing, the type of Personal Data and categories of Data Subjects, are set forth in Annex I above. 
   8. In addition to the Audit rights under Section 8 of the DPA, under US Data Protection Laws and subject to Customer’s consent, the Company may alternately, in response to Customer's on-premises audit request, initiate a third-party auditor to verify the Company’s compliance with its obligations under this US Data Protection Laws. During such audit, the Company will make available to the third-party auditor all information necessary to demonstrate such compliance.
   9. Each party will comply with the requirements set forth under US Data Protection Laws with regards to processing of de-identified data, as such term is defined under the applicable US Data Protection Law.
3. When Processing Customer Data or Usage Data (as defined in the Agreement) for the permitted purposes under US Data Protection Laws, the Company shall ensure it complies with applicable laws and shall be liable for such Processing activities.