Data Processing Agreement

Last Updated: April 1, 2026

This Data Processing Agreement (“DPA”) is incorporated into and forms part of the Commercial Terms of Service, Master Agreement, or other agreement between Customer and Provider that references this DPA and governs Customer’s use of the Product and/or Professional Services (the “Agreement”), and applies to Provider’s processing of Customer Information. Capitalized terms used but not defined in this DPA will have the meaning set forth in the Agreement. Provider may amend this DPA from time to time on reasonable notice to Customer to the extent such changes are required due to changes in Privacy Laws. Customer and Provider may be referred to herein individually as a “Party” and collectively as the “Parties”.

1. DATA PROCESSING AND PROTECTION.

Compliance with Law. Provider will comply with all Privacy Laws applicable to Provider relating to the privacy, confidentiality, security, or Processing of Personal Information in connection with the providing the Product and/or Professional Services (the “Services”).
Limitations on Use. Provider will Process Personal Information (i) on Customer’s behalf, in the context of its business relationship with Customer and in accordance with Customer’s instructions, and (ii) as required by Privacy Laws or any other legal obligation to which Provider is subject, provided that Provider will inform Customer (unless prohibited by law) of the applicable legal requirement before any such processing. Specifically, the scope, classification and details of Processing (the “Business Purpose”) are described in Schedule A below (Description of Transfer). The duration of the Processing will be the same as the duration of the Master Agreement, except as otherwise agreed to in this DPA. The details provided in Schedule A are deemed to satisfy any requirement to provide such details under any Privacy Laws.
CCPA. Provider acknowledges and agrees that the obligations in this DPA apply with respect to Personal Information subject to CCPA. The terms “commercial purpose,” “personal information,” “service provider,” “sell,” and “share,” have the meanings set out in CCPA. Provider acknowledges that it is a service provider and agrees and certifies that it shall not: (a) sell or share Personal Information; (b) retain, use, or disclose Personal Information for any purpose, including a commercial purpose, other than the Business Purpose; (c) retain, use, or disclose Personal Information outside of the direct business relationship between Provider and Customer; or (d) combine Personal Information with personal information that Provider receives from or on behalf of another person, or collects from its own interactions with the Individual.
Confidentiality. Provider will ensure that Provider Personnel who will be provided access to, or will otherwise Process, Personal Information are subject to a written confidentiality agreement or are under an appropriate statutory obligation of confidentiality.
Information Security Program. Provider will implement, maintain, and, where necessary, update a written information security program that contains appropriate administrative, technical and physical safeguards to ensure the integrity and resilience of Personal Information and protect Personal Information against anticipated threats or hazards to its security, confidentiality or integrity (such as unauthorized access, collection, use, copying, modification, or disposal; unauthorized, unlawful or accidental loss, destruction, acquisition or damage; or any other unauthorized form of Processing) (“Information Security Program”).
Subprocessors. Customer hereby provides general authorization to Provider’s use of subprocessors to process Customer Information. A list of subprocessors currently engaged by Provider is available at https://trust.duckbillhq.com/subprocessors. Provider will enter into written agreements with each subprocessor containing reasonable provisions relating to the implementation of technical and organizational measures in compliance with Privacy Laws. Provider will remain liable for acts and omissions of its subprocessors in connection with its obligations under the Master Agreement.
Requests or Complaints from Individuals. To the extent Customer is unable to independently access the relevant Personal Information within Skyway, Provider will, taking into account the nature of the Processing, provide reasonable cooperation to assist Customer to respond to any requests or complaints from Individuals or applicable data protection authorities relating to the Processing of Personal Information under the Master Agreement. If any such request is made to Provider directly, Provider will not respond unless expressly authorized to do so by Customer, unless Provider is legally compelled to do so. If Provider is legally compelled to respond to such a request, Provider will promptly notify Customer and provide it with a copy of the request unless it is legally prohibited from doing so.
Regulatory Investigations. Upon notice to Provider, Provider will assist and support Customer in the event of an investigation by any law enforcement body or regulator, including a data protection or similar authority, if and to the extent that such investigation relates to Personal Information handled by Provider on behalf of Customer in accordance with this DPA. Such assistance will be at Customer’s sole expense, except where investigation was required due to Provider’s acts or omissions, in which case such assistance will be at Provider’s sole expense.
Data Breach. Provider will notify Customer without undue delay (and in any event within seventy-two (72) hours) of any known breach of security leading to the accidental, unauthorized or unlawful destruction, loss, alteration, disclosure of, or access to, Customer Information stored or otherwise Processed by Provider in connection with the Master Agreement (a “Data Breach”). Provider will also provide reasonable assistance to Customer in Customer’s compliance with its Data Breach-related obligations, including without limitation by: (a) taking steps to mitigate the effects of the Data Breach and reduce the risk to Individuals whose Personal Information was involved (such steps to be determined by Provider in its sole discretion); and (b) providing Customer with the following information, to the extent known: (i) the nature of the Data Breach, including, where possible, how the Data Breach occurred, the categories and approximate number of Individuals concerned, and the categories and approximate number of records containing Customer Information concerned; (ii) the likely consequences of the Data Breach; and (iii) the measures Provider has taken or proposes to take to address the Data Breach, including where appropriate measures to mitigate its possible adverse effects. Where, and in so far as, it is not possible to provide all information at the same time, the initial notification will contain the information then available and further information will, as it becomes available, subsequently be provided without undue delay. For the avoidance of doubt, “Data Breach” does not include unsuccessful attempts or activities that do not result in the accidental, unauthorized or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Customer Information, including, but not limited to, unsuccessful log-in attempts, pings, port scans, denial of service attacks, and other network attacks on firewalls or networked systems. The parties agree that notice under this section is not an admission of fault or liability by the notifying party..
Return or Disposal. Provider will, as appropriate and as directed by Customer, regularly dispose of Personal Information that is maintained by Provider but that is no longer necessary to perform its obligations under the Master Agreement or applicable laws. Upon Customer’s request or as otherwise required by law, Provider will immediately cease handling Personal Information and will return such Personal Information in a manner and format reasonably requested by Customer or, if specifically directed by Customer, will destroy, any or all Personal Information in Provider’s possession, power or control, except as otherwise required by law applicable to Provider. If Provider has such a legal obligation to retain Personal Information beyond the period otherwise specified by this Section, Provider will notify Customer in writing of that obligation, to the extent permitted by applicable law, and will return or destroy the Personal Information in accordance with this Section as soon as possible after that legally required retention period has ended. Upon request, Provider will provide a written certification that Personal Information has been returned or securely destroyed in accordance with this DPA.
Assistance. Taking into account the nature of the processing and the information available to Provider, Provider will provide reasonable assistance to Customer in complying with Customer’s obligations under applicable Privacy Laws which address obligations with regard to security, breach notifications, data protection impact assessments, and prior consultation. Any such assistance is subject to Provider’s written agreement and may be subject to additional fees. In addition, Provider will inform Customer if Provider believes that any instructions of Customer regarding the Processing of Personal Information would violate applicable law.
Adverse Changes. Provider will notify Customer promptly if Provider: (i) has reason to believe that it is unable to comply with any of its obligations under this DPA and cannot cure this inability to comply within a reasonable time frame; or (ii) becomes aware of any circumstances or change in applicable law that is likely to prevent it from fulfilling its obligations under this DPA. In the event that this DPA, or any actions to be taken or contemplated to be taken in performance of this DPA, do not or would not satisfy either party’s obligations under the laws applicable to each Party, the Parties will negotiate in good faith upon an appropriate amendment to this DPA.

DATA TRANSFERS.

Restricted Transfers of Personal Information Subject to GDPR or Adopting Countries. Except as otherwise set forth in this paragraph, the SCCs will apply to (i) any Transfer of Personal Information that is subject to the EU General Data Protection Regulation ((EU) 2016/679) (“GDPR”), or the laws of a country outside the EEA in which the competent authority has approved the use of the SCCs (each, an “Adopting Country”) or otherwise requires a legal basis for the Transfer of Personal Information; and (ii) any onward Transfer of such Personal Information to Provider located outside of the EEA or the UK (or if such Provider will access EU data from outside of the EEA or the UK).
1. Where the Transfer relates to Personal Information of an Adopting Country, the Parties agree:
  1. All references in the SCCs to “EU,” “Union” or “Member State” will be interpreted as references to the Adopting Country;
  2. All references to EU law will be interpreted as references to the relevant provisions of the Adopting Country’s data protection law;
  3. For the purpose of Clause 17 of the SCCs, the SCCs will be governed by the law of the Adopting Country for transfer of Personal Information subject to the data protection laws of the Adopting Country.
  4. For the purpose of Clause 18 of the SCCs, any dispute arising from the SCCs will be resolved by the courts of the Adopting Country.
  5. For the purpose of Annex I.C of the SCCs, the competent data protection authority is the data protection authority of the Adopting Country.
The SCCs, attached hereto as Exhibit A, are incorporated into and form part of this DPA.
Restricted transfers from the United Kingdom under the SCCs: In case of any transfers of Personal Information from the United Kingdom subject to the data protection laws of the United Kingdom, the UK Addendum to the SCCs attached as Annex II to the SCCs shall apply.
Restricted Transfers from Australia. If Customer, or any relevant Customer affiliate, is located in Australia and Transfers Personal Information to Provider or an Authorized Subprocessor that is located outside Australia, or Customer otherwise notifies Provider that this Section applies, the Provider and any Authorized Subprocessors must comply with the Privacy Act 1988 (Cth), including the Australian Privacy Principles, when dealing with Personal Information or otherwise providing the Services pursuant to the Master Agreement.
For avoidance of doubt, Provider must continue to comply with its general obligations under Sections 1-4 of this DPA, in addition to this Section 2, where applicable.

MISCELLANEOUS. The obligations of Provider under this DPA will continue for as long as Provider continues to have access to, is in possession or control of, or acquires Personal Information, even if all agreements between Provider and Customer have expired or have been terminated. The Parties agree that this DPA may be amended only by written agreement between the Parties. To the extent there is any conflict between Sections 1 to 3 of this DPA and the terms of any applicable Standard Contractual Clauses (“SCC’s”) , the terms of the SCC’s will prevail. To the extent the terms of the DPA conflict with any Agreement between the Parties with regard to the Processing of Personal Information, the terms of the DPA will prevail. This DPA may be executed in several counterparts (including delivery via facsimile or electronic mail), each of which will be deemed to be an original but all of which together will constitute one and the same instrument.

DEFINITIONS. Capitalized terms used but not defined in this DPA will have the meanings set forth in the Agreement.

“CCPA” means the California Consumer Privacy Act of 2018, as may be amended and superseded from time to time, including by the California Privacy Rights Act of 2020, and any regulations promulgated thereunder
“Customer Information” means information or data provided by Customer in any form, and data used, generated or stored in connection with Customer’s use of the Services, including Personal Data.
“Individual” means any individual about whom Personal Information may be Processed under this DPA.
“Personal Information” or “Personal Data” means any Customer Information received under this DPA that identifies, directly or indirectly, an individual or relates to an identifiable individual.
“Privacy Laws” means all applicable international, federal, state, provincial and local laws, rules, regulations, directives and governmental requirements currently in effect and as they become effective relating in any way to the privacy, confidentiality or security or Processing of Personal Information including, without limitation, the CCPA, the General Data Protection Regulation (2016/679), the European Union Directives governing electronic commerce (Directive 2002/58/EC), and data retention (Directive 2006/24/EC); the UK General Data Protection Regulation; the Privacy Act 1988 (Cth), the Canadian Personal Information Protection and Electronic Documents Act (PIPEDA), Canada’s anti-spam legislation or “CASL”); the Controlling the Assault of Non-Solicited Pornography and Marketing Act (CAN-SPAM); information security breach notification laws (such as Cal. Civ. Code §§ 1798.29, 1798.82 – 1798.84); laws imposing minimum information security requirements (such as Cal. Civ. Code § 1798.81.5 and 201 Mass. Code Reg. 17.00); laws requiring the secure disposal of records containing certain Personal Information (such as N.Y. Gen. Bus. Law § 399-H), and all similar international, federal, provincial, state and local requirements
“Process” or “Processing” means any operation or set of operations performed upon any information or data, whether or not by automatic means, including the collection, recording, organization, structuring, alteration, access, disclosure, copying, transfer, storage, deletion, retention, combination, restriction, adaptation, retrieval, consultation, destruction, disposal, sale, sharing, augmentation or other use of Personal Information, whether by automated means or otherwise.
“Provider Personnel” means any Provider’s employee, contractor, subcontractor or agent to whom Provider authorizes to access or Process Customer Information.
“Transfer” means the access by, transfer or delivery to or disclosure of Personal Information to a person, entity or system located in a country or jurisdiction other than the country or jurisdiction from which the Personal Information originated.

Schedule A

Details of the Processing Activities

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

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

Categories of Data Subjects: Customer employees and other users authorized by Customer to use the Services.

Categories of Personal Data: Provider processes Personal Data contained in Customer Content, 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 Provider in order to provide the Services or as otherwise set forth in the Agreement or this DPA. Categories of Personal Data include name, location, email address, and unique identifiers such as passwords.

Sensitive Data or Special Categories of Data: None.

Duration of Data Retention: Within thirty (30) days of the date of termination or expiration of the Agreement, Provider will (a) return a copy of all Customer Information in its control or possession or provide a self-service functionality allowing Customer to do the same, if requested to do so by Customer within that period, and (b) delete all copies of Customer Information processed by Provider, except to the extent (i) applicable Privacy Laws or other applicable legal or regulatory requirements requires storage of the Customer Information, (ii) retention of the Customer Information by Provider is necessary to resolve a dispute between the parties, or (iii) retention of the Customer Information is necessary to combat harmful use of the Services.

Exhibit A

EU CONTROLLER TO PROCESSOR STANDARD CONTRACTUAL CLAUSES

SECTION I

Clause 1

Purpose and scope

(a) The purpose of these standard contractual clauses is to ensure compliance with the requirements of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation) for the transfer of personal data to a third country.

(b) The Parties:

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

(ii) the entity/ies in a third country receiving the personal data from the data exporter, directly or indirectly via another entity also Party to these Clauses, as listed in Annex I.A. (hereinafter each “data importer”) have agreed to these standard contractual clauses (hereinafter: “Clauses”).

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

Clause 2

Effect and invariability of the Clauses

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

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

Clause 3

Third-party beneficiaries

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

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

(ii) Clause 8 – Clause 8.1(b), 8.9(a), (c), (d) and (e);

(iii) Clause 9 – Clause 9(a), (c), (d) and (e);

(iv) Clause 12 – Clause 12(a), (d) and (f);

(v) Clause 13;

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

(vii) Clause 16(e);

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

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

Clause 4

Interpretation

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

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

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

Clause 5

Hierarchy

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

Clause 6

Description of the transfer(s)

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

Clause 7

Docking clause

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

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

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

SECTION II– OBLIGATIONS OF THE PARTIES

Clause 8

Data protection safeguards

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

8.1 Instructions

(a) The data importer shall process the personal data only on documented instructions from the data exporter. The data exporter may give such instructions throughout the duration of the contract.

(b) The data importer shall immediately inform the data exporter if it is unable to follow those instructions.

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, the data exporter may redact part of the text of the Appendix to these Clauses prior to sharing a copy, but shall provide a meaningful summary where the data subject would otherwise not be able to understand the its content or exercise his/her rights. On request, the Parties shall provide the data subject with the reasons for the redactions, to the extent possible without revealing the redacted information. This Clause is without prejudice to the obligations of the data exporter under Articles 13 and 14 of Regulation (EU) 2016/679.

8.4 Accuracy

If the data importer becomes aware that the personal data it has received is inaccurate, or has become outdated, it shall inform the data exporter without undue delay. In this case, the data importer shall cooperate with the data exporter to erase or rectify the data.

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. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit return or deletion of the personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process it to the extent and for as long as required under that local law. This is without prejudice to Clause 14, in particular the requirement for the data importer under Clause 14(e) to notify the data exporter throughout the duration of the contract if it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under Clause 14(a).

8.6 Security of processing

(a) The data importer and, during transmission, also the data exporter shall implement appropriate technical and organisational measures to ensure the security of the 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. The Parties shall in particular consider having recourse to encryption or pseudonymisation, including during transmission, where the purpose of processing can be fulfilled in that manner. In case of pseudonymisation, the additional information for attributing the personal data to a specific data subject shall, where possible, remain under the exclusive control of the data exporter. The data importer shall carry out regular checks to ensure that its measures continue to provide an appropriate level of security.

(b) The data importer shall grant access to the personal data to members of its personnel only to the extent strictly necessary for the implementation, management and monitoring of the contract. It shall ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

(c) In the event of a personal data breach concerning personal data processed by the data importer under these Clauses, the data importer shall take appropriate measures to address the breach, including measures to mitigate its adverse effects. The data importer shall also notify the data exporter without undue delay after having become aware of the breach. Such notification shall contain the details of a contact point where more information can be obtained, a description of the nature of the breach (including, where possible, categories and approximate number of data subjects and personal data records concerned), its likely consequences and the measures taken or proposed to address the breach including, where appropriate, measures to mitigate its possible adverse effects. Where, and in so far as, it is not possible to provide all information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay.

(d) The data importer shall cooperate with and assist the data exporter to enable the data exporter to comply with its obligations under Regulation (EU) 2016/679, in particular to notify the competent supervisory authority and the affected data subjects, taking into account the nature of processing and the information available to the data importer.

8.7 Sensitive data

Where the transfer involves personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person’s sex life or sexual orientation, or data relating to criminal convictions and offences (hereinafter “sensitive data”), the data importer shall apply the specific restrictions and/or additional safeguards described in Annex I.B.

8.8 Onward transfers

The data importer shall only disclose the personal data to a third party on documented instructions from the data exporter. In addition, the data may only be disclosed to a third party located outside the European Union (in the same country as the data importer or in another third country, hereinafter “onward transfer”) if the third party is or agrees to be bound by these Clauses, under the appropriate Module, or if:

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

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

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

(iv) the onward transfer is necessary in order to protect the vital interests of the data subject or of another natural person.

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

8.9 Documentation and compliance

(a) The data importer shall promptly and adequately deal with enquiries from the data exporter that relate to the processing under these Clauses.

(b) The Parties shall be able to demonstrate compliance with these Clauses. In particular, the data importer shall keep appropriate documentation on the processing activities carried out on behalf of the data exporter.

(c) 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. In deciding on a review or audit, the data exporter may take into account relevant certifications held by the data importer.

(d) The data exporter may choose to conduct the audit by itself or mandate an independent auditor. Audits may include inspections at the premises or physical facilities of the data importer and shall, where appropriate, be carried out with reasonable notice.

(e) The Parties shall make the information referred to in paragraphs (b) and (c), including the results of any audits, available to the competent supervisory authority on request.

Clause 9

Use of sub-processors

(a) 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 thirty (30) 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.

(b) Where the data importer engages a sub-processor to carry out specific processing activities (on behalf of the data exporter), it shall do so by way of a written contract that provides for, in substance, the same data protection obligations as those binding the data importer under these Clauses, including in terms of third-party beneficiary rights for data subjects. The Parties agree that, by complying with this Clause, the data importer fulfils its obligations under Clause 8.8. The data importer shall ensure that the sub-processor complies with the obligations to which the data importer is subject pursuant to these Clauses.

(c) The data importer shall provide, at the data exporter’s request, a copy of such a sub- processor agreement and any subsequent amendments to the data exporter. To the extent necessary to protect business secrets or other confidential information, including personal data, the data importer may redact the text of the agreement prior to sharing a copy.

(d) The data importer shall remain fully responsible to the data exporter for the performance of the sub-processor’s obligations under its contract with the data importer. The data importer shall notify the data exporter of any failure by the sub- processor to fulfil its obligations under that contract.

(e) The data importer shall agree a third-party beneficiary clause with the sub-processor whereby – in the event the data importer has factually disappeared, ceased to exist in law or has become insolvent – the data exporter shall have the right to terminate the sub-processor contract and to instruct the sub-processor to erase or return the personal data.

Clause 10

Data subject rights

(a) 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.

(b) 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 may agree to 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.

(c) In fulfilling its obligations under paragraphs (a) and (b), the data importer shall comply with the instructions from the data exporter.

Clause 11

Redress

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

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

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

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

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

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

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

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

Clause 12

Liability

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

(b) 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.

(c) Notwithstanding paragraph (b), the data exporter 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 exporter or the data importer (or its sub-processor) causes the data subject by breaching the third-party beneficiary rights under these Clauses. This is without prejudice to the liability of the data exporter and, where the data exporter is a processor acting on behalf of a controller, to the liability of the controller under Regulation (EU) 2016/679 or Regulation (EU) 2018/1725, as applicable.

(d) The Parties agree that if the data exporter is held liable under paragraph (c) for damages caused by the data importer (or its sub-processor), it shall be entitled to claim back from the data importer that part of the compensation corresponding to the data importer’s responsibility for the damage.

(e) 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.

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

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

Clause 13

Supervision

(a) The supervisory authority with responsibility for ensuring compliance by the data exporter with Regulation (EU) 2016/679 as regards the data transfer, as indicated in Annex I.C, shall act as competent supervisory authority.

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

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

Clause 14

Local laws and practices affecting compliance with the Clauses

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

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

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

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

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

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

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

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

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

Clause 15

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

15.1 Notification

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

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

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

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

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

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

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

15.2 Review of legality and data minimisation

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

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

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

SECTION IV – FINAL PROVISIONS

Clause 16

Non-compliance with the Clauses and termination

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

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

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

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

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

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

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

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

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

Clause 17

Governing law

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

Clause 18

Choice of forum and jurisdiction

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

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

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

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

ANNEX I

A. LIST OF PARTIES

Data exporter(s): Customer, as defined and described in the Agreement

Activities relevant to the data transferred under these Clauses: Provision of the Services as described in the Agreement

By agreeing to the DPA, Customer also agrees to be bound by the UK Addendum to the Standard Contractual Clauses as applicable

Role (controller/processor): Controller

Data importer(s):

1.Name: L9 Labs Inc.

Address: 548 Market Street #79031, San Francisco, CA 94104

Activities relevant to the data transferred under these Clauses: Provision of Services as described in the Master Agreement

By agreeing to the DPA, Customer also agrees to be bound by the UK Addendum to the Standard Contractual Clauses as applicable

Role (controller/processor): Processor

B. DESCRIPTION OF TRANSFER

Any Customer Data processed by Company in connection with the Services that constitutes Personal Data including name, business contact information, date of birth, gender, identity document numbers, occupation, IP address, and user ID.

Data subjects