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DATA PROCESSING AGREEMENT
FOR A EVERFOX ULTRA SERVICE
These Data Processing Terms and Conditions (“DPA”) are an integral part of the Agreement for the
provision on a trial or commercial basis of the Everfox ULTRA Service and are a legal agreement
between the relevant Everfox entity as set out in the Order (“Everfox”) and the legal entity being
provided access to and making use on a trial or commercial basis of the Everfox ULTRA Service
(”Customer”). Each a “Party” and together the “Parties”.
1 DEFINITIONS
In this Agreement, unless the context otherwise requires, the following words shall have the following
meanings:
Agreement means the contract between Everfox and Customer for the provision on a trial or
commercial basis of the Everfox ULTRA Service to which this DPA is incorporated.
Data Controller means Everfox in respect of Customer organisational data including name,
organisation, job, email address and phone numbers; and Customer in respect of all
other personal data set out in Appendix A.
Data Processor means Everfox in respect of all personal data set out in Appendix A for which Everfox
is not the Data Controller.
Data Protection means any laws, regulations, guidelines, and/or codes of practice that: (a) are
Laws applicable to data processed by Data Processor regardless of jurisdiction or location;
and (b) govern the collection, use, processing, storage, transfer, and protection of
Personal Data or personal information. Data Protection Laws include the General
Data Protection Regulation 2016/679 (EU) (“GDPR”), Privacy and Electronic
Communications Directive 2002/58 (EU), Data Protection Act 2018 (UK) (“UK-
GDPR”), Privacy and Electronic Communications (EC Directive) Regulations 2003
(UK), California Consumer Privacy Act 2018 (California) (“CCPA”), and the
Personal Data Protection Act 2012 (Singapore) (“PDPA”). The terms “breach”,
“data subject”, “processing”, and “sensitive personal data” shall have the same
meaning as in and for Data Protection Laws.
Everfox Affiliates means any entity that controls, is controlled by or is under common control with
Everfox, where “control” means ownership of more than fifty percent of the
outstanding securities representing the right to vote for the election of directors or
other managing authority.
Everfox means the web isolation service provided by Everfox to Customer under the
ULTRA Agreement.
Service
Personal Data means information that identifies, relates to, describes, or is capable of being
associated with a natural person, i.e., personal data as defined by Data Protection
Laws, arising out of or in connection with the Subject Matter, including as set out in
the Appendix A. Personal Data includes “sensitive personal data” as defined by Data
Protection Laws.
Subject Matter means: (i) for the provision of Everfox ULTRA to Customer pursuant to the
Agreement; (ii) for each Party to meet their respective obligations as set out in this
DPA; and (iii) to comply with any legal obligation to which either Party is subject.
2 DATA PROCESSING
2.1 In processing Personal Data on behalf of the Data Controller, unless otherwise required
by applicable law the Data Processor shall:
a) Comply with all applicable Data Protection Laws;
b) Process Personal Data solely for the Subject Matter, and only to the extent
necessary for the Subject Matter;
c) Process Personal Data in accordance with the instructions of the Data Controller;
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d) Implement and maintain appropriate technical and organisational measures to
ensure the security, confidentiality, and integrity of Personal Data, taking into
account the state of the art, the costs of implementation, and the nature, scope,
context, and purposes of processing as set out in Appendix B;
e) Ensure that all personnel who have access to Personal Data are subject to
confidentiality obligations and have received appropriate training on data
protection; and
f) Permanently delete Personal Data promptly upon receipt of a written request by the
Data Controller.
2.2 Customer acknowledges and agrees that Everfox may process data that has been fully
and irreversibly anonymised and aggregated for its own internal business purposes
including for the purpose of analytics and/or to improve the Everfox ULTRA Service.
3 IMPACT ASSESSMENTS AND PRIOR CONSULTATION
3.1 Data Processor taking into account the nature of the processing, and the information
available to it, shall provide reasonable assistance to Customer with any data
protection impact assessments, and prior consultations with competent data privacy
authorities, which Data Controller reasonably considers to be required by Data
Protection Laws.
4 DATA SUBJECT REQUESTS
4.1 Data Processor shall promptly notify Customer if it receives a request from a data
subject under Data Protection Laws. Data Processor shall assist the Data Controller to
comply with any request for access, correction or removal of Personal Data required
by Data Protection Laws.
5 UNAUTHORISED PROCESSING
5.1 Data Processor shall notify the Data Controller promptly upon becoming aware of any
unauthorised or unlawful processing, accidental or unlawful loss, destruction,
alteration, or disclosure of Personal Data.
6 DATA BREACH
6.1 Data Processor shall cooperate with the Data Controller to investigate and remediate
any data protection incident, including any required notifications to data protection
authorities or affected data subjects.
7 INTERNATIONAL DATA TRANSFERS
7.1 Data Controller consents to the transfer by the Data Processor of Personal Data
originating within a State to other States subject to compliance with the requirements
for cross-border data transfers in any applicable Data Protection Laws and this clause.
The Data Processor shall ensure that all cross-border transfers of Personal Data are
conducted pursuant to a mechanism then considered to comply with applicable Data
Protection Law requirements for cross-border transfers, including for Personal Data
originating within:
a) European Economic Area, that the transfer is: (i) to a State the subject of an
adequacy decision by the European Commission, or (ii) pursuant to standard
contractual clauses set out in Commission Implementing Decision (EU)
2021/914 (“SCC”) which are incorporated into a written contract between the
Data Processor and the recipient;
b) United Kingdom, that the transfer is: (i) to a State the subject of an adequacy
decision by the UK Government, (ii) pursuant to standard contractual clauses set
out in the International Data Transfer Agreement 2022 which are incorporated
into a written contract between the Processor and the recipient, or (iii) pursuant
to the International Data Transfer Addendum 2022 addended to the SCC which
are together incorporated into a written contract between the Data Processor and
the recipient;
c) Singapore, that the transfer is to a State that provides a standard of data
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protection comparable to that provided under the PDPA; or
d) California, that the transfer is: (i) pursuant to a written agreement with the
recipient requiring the same level of data protection as required by the CCPA,
or (ii) to a recipient that is certified under an approved certification mechanism.
8 SUB-PROCESSORS
8.1 Controller authorises Data Processor to pass Personal Data to sub-processors,
including those identified in Appendix A, subject to compliance by the Processor with
the terms of this DPA.
9 AUDIT RIGHTS
9.1 Data Controller shall have the right to audit Data Processor’s compliance with this DPA.
Such audit may be performed once per calendar year, at Data Controller’s expense,
on at least 30 days prior written notice, during normal business hours, in a manner that
does not unreasonably interfere with normal operations, and without compromising any
confidential or proprietary information.
10 MISCELLANEOUS
10.1 In this DPA reference to any: (a) statute or statutory provision is a reference to it as
amended, extended, or re-enacted from time to time, and any subsidiary legislation
and/or subordinate instrument made under it; (b) person includes natural persons,
companies, partnerships, associations, governments, organisations, states,
government or state agencies, foundations, charities, and trusts; (c) company shall
include any company, corporation, or other body corporate, wherever and however
incorporated or established; and (d) Party includes a reference to that Party’s
successors in title, permitted assignees and transferees.
10.2 In this DPA: (a) words denoting the singular shall include the plural and words denoting
the plural shall include the singular; (b) headings are for convenience only and do not
affect the interpretation of this Agreement; and (c) the word “including”, and similar
expressions will not be construed as words of limitation and shall be read as “including,
but not limited to”.
10.3 No Party may assign this DPA to any other person without the prior written consent of
the other Party, such consent not to be unreasonably withheld, delayed, or conditioned.
Any purported assignment in breach of this clause shall be deemed null and void.
10.4 This DPA constitutes the entire agreement between the Parties on matters of data
protection and supersedes and merges all prior discussion and any prior agreement.
Each Party acknowledges that in entering into this DPA it has not relied on any
warranty, representation or other promise of any nature not contained in this DPA.
10.5 This DPA and any disputes arising out of or in connection with it or its subject matter
shall be construed in accordance with and governed exclusively by the laws of England
and the acts of the Parliament of the United Kingdom which are applicable in England.
10.6 The Parties irrevocably agree the courts of England and Wales shall have exclusive
jurisdiction to settle any claim that arises out of or in connection with this DPA or its
subject matter.
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APPENDIX A – DATA PROCESSING FOR THE EVERFOX ULTRA
SERVICE
Type of Personal Category of Purpose Nature Duration Everfox Customer Sub - Transferred
Data Data Subject Processors? outside
Customer home
region?
Customer Customer Service Data stored on CRM For the duration of Data Data Everfox Yes
organisational Data representative management, system; email the Agreement, Controller Controller Affiliates
(e.g., name, s customer systems; files on though details may
organisation, job, communication, corporate be updated by
email address and including network/intranet Customer from
phone numbers) notification of time to time.
software Commercial
updates. contacts may be
Contract retained for a
management. further 6 (six)
Feature years for contract
improvements management
and product purposes
marketing
Username, email Customer For designated Data stored and For 36 (thirty-six) Data Data Everfox Customer must
address, first and designated Customer encrypted by AWS months from Processor Controller Affiliates choose the home
last name, and role administrato administrators to expiry or region of their choice
in Customer rs and manage the termination of the at the start of
organisation Authorised service in the Agreement or onboarding
Users Everfox ULTRA Customer’s
Portal request of If the elected home
deletion of the region is not where
For Authorised license created for the Customer
Users to log into Access whichever designated
Everfox ULTRA occurs earlier administrator is
located, this will
necessitate a
transfer to a third
country
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Type of Personal Category of Purpose Nature Duration Everfox Customer Sub - Transferred
Data Data Subject Processors? outside
Customer home
region?
Logs of Customer Customer For Customer Data stored and For 36 (thirty-six) Data Data Everfox Customer must
designated designated monitoring of encrypted by AWS months from when Processor Controller Affiliates choose the home
administrators administrato Customer logs are generated region of their choice
performing actions in rs for the designated at the start of
the Everfox ULTRA Everfox administrators onboarding
portal ULTRA
portal For provision and If the elected home
management of region is not where
Everfox ULTRA the Customer
by Everfox designated
administrator is
located, this will
necessitate a
transfer to a third
country
Authorised User Authorised For the provision Data processed on the All Browsing data Data Data Everfox Yes – an active
browsing data Users plus of Everfox Everfox node during is securely wiped Processor Controller Affiliates session will
generated during Personal ULTRA the browsing session from the Everfox ordinarily be in
the active browsing Data of other node at the end of the region the
session including Data a session and Authorised User
Cookies, Browsing Subjects that cannot be is in at the time
History, Passwords, may exist accessed by of commencing a
Downloaded Files within their anyone except the session
browsing Authorised User
Downloaded Files activity or that is currently on Each region may
may include downloads the node contain data
sensitive Personal centres in multiple
Data countries and from
time to time a
different region
may be used for
operational
purposes
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Type of Personal Category of Purpose Nature Duration Everfox Customer Sub - Transferred
Data Data Subject Processors? outside
Customer home
region?
Authorised User Authorised For the provision of Data processed on the Browsing data at Data Data Everfox Yes - for
browsing data Users plus Everfox ULTRA Everfox node during rest will be Processor Controller Affiliates and performance
generated across Personal and in particular for the browsing session retained for 6 (six) AWS reasons data
browsing sessions Data of other seamless and then data stored in months from when may be
including Cookies, Data browsing activity an encrypted format in it was last replicated
Browsing History, Subjects that between browsing AWS. The storing of accessed by the between regions
Passwords, may exist sessions the data is subject to Authorised User using the same
Downloaded Files within their the relevant feature unless Customer encryption
browsing being enabled by the requests deletion standards
Downloaded Files activity or Authorised User. The or Authorised
may include downloads data is transferred to a User deletes it Customer has the
sensitive Personal node and decrypted at during a live ability to activate
Data the start of a session. browsing session or deactivate
The encryption key regions of their
that is used is choice.
generated from a
combination of the user
ID and a per-customer
secret. The per-
customer secret is
maintained in a
separate AWS
database and is itself
encrypted
Authorised User Authorised For the provision Data stored and For 36 (thirty-six) Data Data Everfox Customer must
browsing logs from Users of Everfox encrypted by AWS months from when Processor Controller Affiliates and choose the home
native browser (if ULTRA logs are generated AWS region of their choice
Customer’s at the start of
designated onboarding
administrator
configures and If the elected home
enables the Trust region is not where
Qualified Browsing Authorised User is
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Type of Personal Category of Purpose Nature Duration Everfox Customer Sub - Transferred
Data Data Subject Processors? outside
Customer home
region?
feature in the browsing from, this
Everfox ULTRA will necessitate a
Customer portal) transfer to a third
country
Authorised User Authorised For Customer Data stored and For 7 (seven) days Data Data Everfox Customer must
browsing logs Users monitoring and encrypted by AWS from when the logs Processor Controller Affiliates and choose the home
within Everfox control of were generated. AWS region of their choice
ULTRA corporate internet at the start of
use onboarding
URLs directly and
indirectly (if indirect If the elected
URLs are enabled) home region is not
visited by where Authorised
Authorised User, User is browsing
including username, from, this will
URL, time of necessitate a
request and whether transfer to a third
it was direct or not country
Authorised User Authorised Customer can If Customer chooses to Once logs are Data Data Everfox If Customer chooses
browsing logs and Users and export logs from export logs from exported to Processor Controller Affiliates and to transfer the logs
administrator Customer Everfox ULTRA Everfox ULTRA, the Customer’s AWS outside Everfox
actions logs designated into its own logs are exported to environment, ULTRA the location
administrators environment for Customer’s Customer is solely is solely within
Customer’s own environment either via responsible for Customer’s control
storage and a management API or those logs. In
analysis a Everfox provided log accordance with
purposes connector the previous row of
this Appendix,
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Type of Personal Category of Purpose Nature Duration Everfox Customer Sub - Transferred
Data Data Subject Processors? outside
Customer home
region?
Everfox retains
copies of the logs
for 7 (seven) days
from when the logs
were generated
Any content (e.g. Authorised For the provision Content viewed as part Content is Data Data Everfox Customer must
text and images Users of Everfox of Authorised User securely wiped Processor Controller Affiliates and choose the home
etc.) that can be ULTRA and in Browsing data that can from the Everfox AWS region of their choice
copied or printed particular for be copied or printed Transfer Appliance at the start of
by Authorised enabling copy / and AWS after the onboarding
Users from the paste and This data is securely transfer is made
Internet using printing transferred through a The transfer will
Everfox ULTRA functionality of Everfox Transfer move from where
text and images Appliance and then via Authorised User is
AWS to the Authorised browsing from,
User’s local device through the elected
home region and
then onward to
where Authorised
User physically is
Any content (e.g. Authorised For the provision Content stored in All data is Data Data Everfox The transfer will
text and images Users of Everfox Authorised User securely wiped Processor Controller Affiliates and move from where
etc.) that can be ULTRA and in clipboard from the Everfox AWS Authorised User is
copied by particular for node at the end of physically located to
Authorised Users enabling copy / This data is securely a session and where Authorised
to the Everfox paste transferred from cannot be User is browsing
ULTRA isolated functionality of Authorised User’s local accessed by from
environment from text and images device to the Everfox anyone except the
Customer ULTRA isolated Authorised User
Environment environment that is currently on
the node
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Type of Personal Category of Purpose Nature Duration Everfox Customer Sub - Transferred
Data Data Subject Processors? outside
Customer home
region?
Once in the Everfox
ULTRA isolated
environment, the data
is no longer in the
Customer Environment
and therefore is
exposed to potential
risk
This functionality is
enabled by default
The Everfox ULTRA
Service does not
inspect this content
and Everfox expressly
disclaims any and all
liability for any losses
that may arise from
this functionality being
enabled. Customer is
responsible to
determine if this
functionality should
remain enabled or
disable it
Any files Authorised For the provision Files downloaded File downloads are Data Data Everfox Customer must
downloaded by Users plus of Everfox during or across stored for 2 (two) Processor Controller Affiliates and choose the home
Authorised Users Personal ULTRA and in Authorised User days before being AWS region of their choice
using Everfox Data of other particular for Browsing sessions. wiped unless they at the start of
ULTRA Data Subjects enabling Where file downloads are transferred to onboarding
that may exist download of files to the local device are Authorised User’s
Downloaded files within their from the Everfox enabled, files are profile, in which The transfer will
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Type of Personal Category of Purpose Nature Duration Everfox Customer Sub - Transferred
Data Data Subject Processors? outside
Customer home
region?
may include browsing ULTRA isolated transferred then either case the file move from where
sensitive Personal activity or environment stored and encrypted downloads are Authorised User is
Data downloads in AWS (if the file is processed and browsing from,
large or Authorised stored in through the elected
User elects to transfer accordance with home region and
the file through the row 5 of this then onward to
AWS platform) or Appendix A where Authorised
transferred and stored User physically is
with Authorised User’s
profile in accordance
with row 5 of this
Appendix A
Any files emailed Authorised For the provision Files downloaded Email transfers are Data Data Everfox Customer must
by Authorised Users of Everfox during or across forwarded and not Processor Controller Affiliates and choose the home
Users using ULTRA and in Authorised User stored AWS region of their choice
Everfox ULTRA particular for Browsing sessions at the start of
enabling email onboarding
transfer of files When a file is sent via
from the Everfox email the file is relayed The transfer will
ULTRA isolated through AWS and then move from where
environment forwarded to Authorised User is
Authorised User’s browsing from,
email address of through the elected
choice home region and
then onward to
This functionality is where the elected
enabled by default email recipient
physically is
Files emailed in this
way may be malicious
and the Everfox
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Type of Personal Category of Purpose Nature Duration Everfox Customer Sub - Transferred
Data Data Subject Processors? outside
Customer home
region?
ULTRA Service does
not enable any security
measures to prevent
this. Everfox expressly
disclaims any and all
liability for any losses
that may arise from
this functionality being
enabled
Customer is
responsible to
determine if this
functionality should
remain enabled or
disable it and where
enabled to ensure
such email transfer
occurs in accordance
with Customer
corporate policies and
Everfox’s AUP
Logs of Authorised Authorised For provision Data stored and For 36 (thirty-six) Data Data Everfox Customer must
User actions Users and encrypted by AWS months from when Processor Controller Affiliates and choose the home
against service management of logs were AWS region of their choice
APIs Everfox ULTRA generated at the start of
by Everfox onboarding
Data includes the
Authorised User If the elected home
username, the region is not where
time and the action Authorised User is
name located, this will
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Type of Personal Category of Purpose Nature Duration Everfox Customer Sub - Transferred
Data Data Subject Processors? outside
Customer home
region?
necessitate a
For example, if an transfer to a third
Authorised User country
transfers a file to
their local
machine, this
action will be
logged (but without
further details such
as the filename)
Logs of Authorised Authorised For provision Data stored and For 36 (thirty-six) Data Data Everfox Customer must
User actions within Users and encrypted by AWS months from when Processor Controller Affiliates and choose the home
the Everfox management of logs were AWS region of their choice
ULTRA service Everfox ULTRA generated at the start of
by Everfox onboarding
Data includes the
Authorised User If the elected home
username, the region is not where
time, and the Authorised User is
action name located, this will
necessitate a
For example, if an transfer to a third
Authorised User country
pastes content
from their local
machine, this
action will be
logged (but without
further details such
as the content)
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Type of Personal Category of Purpose Nature Duration Everfox Customer Sub - Transferred
Data Data Subject Processors? outside
Customer home
region?
Logs of Authorised Authorised For provision Download of Anonymised data Data Data Everfox No transfer
User actions in Users and anonymised data will be kept Processor Controller Affiliates and
Everfox ULTRA management of stored and encrypted indefinitely AWS
against service Everfox ULTRA by AWS onto Everfox
APIs and in the by Everfox corporate infrastructure
Everfox ULTRA and analysis of such
web app data
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APPENDIX B – DATA AND SYSTEM SECURITY POLICY FOR THE EVERFOX ULTRA SERVICE
Domain Practices
Security Ownership: Everfox has appointed one or more security officers responsible for coordinating and monitoring the security
rules and procedures
Organisation of Information
Security Security Roles and Responsibilities: Everfox personnel with access to Personal Data are subject to confidentiality obligations
Risk Management Program: Everfox performed a risk assessment before launching
Everfox ULTRA Everfox retains its security documents pursuant to its retention
requirements after they are no longer in effect
Asset Inventory: Everfox maintains an inventory of all assets used to provide the Everfox ULTRA service including those which
Asset Management
are used to hold or process Personal Data. The inventory includes details of ownership, business criticality, service-level
expectations, and version history
Security Training: Everfox informs its personnel about relevant security procedures. Everfox also informs its personnel of
Human Resources Security
possible consequences of breaching the security rules and procedures
Physical Access to Facilities: Everfox limits access to facilities where information systems that process Personal Data or
Physical and Professional Services Data are located to identified authorised individuals
Environmental Security
Protection from Disruptions: Everfox uses a variety of industry standard systems to protect against loss of data due to power
supply failure or line interference
Component Disposal: Everfox uses industry standard processes to delete Personal Data when it is no longer needed
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Operational Policy: Everfox maintains security documents describing its security measures and the relevant procedures and
responsibilities of its personnel who have access to Personal Data
Data Recovery Procedures:
Communications and - Everfox takes backups of the Everfox ULTRA infrastructure daily
Operations Management
- Everfox maintains documented procedures on how to restore data from backups
Malicious Software: Everfox has anti-malware controls to help avoid malicious software gaining unauthorised access to Personal
Data
Data Beyond Boundaries: Everfox encrypts Personal Data that is transmitted over public networks
Event Logging: Everfox logs access and use of information systems containing Personal Data
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Access Policy: Everfox restricts access to Personal Data to identified authorised personnel only
Access Authorisation:
- Everfox maintains and updates records of personnel authorised to access systems containing Personal Data
- Everfox deactivates authentication credentials that have not been used for a period of time not to exceed six months
- Everfox identifies those personnel who may grant, alter, or cancel authorised access to data and resources
- Everfox ensures that where more than one individual has access to systems containing Personal Data, the individuals have
separate identifiers/log-ins
Access Control
Least Privilege: Everfox restricts access to Personal Data to only those individuals who require such access to perform their job
function
Authentication:
- Everfox uses industry standard practices to identify and authenticate users who attempt to access information systems
- Where authentication mechanisms are based on passwords, Everfox requires the password to be at least fourteen characters
long
- Everfox ensures that de-activated or expired identifiers are not granted to other individuals
- Everfox maintains industry standard procedures to deactivate passwords that have been corrupted or inadvertently disclosed
- Everfox uses industry standard password protection practices, including practices designed to maintain the confidentiality and
integrity of passwords when they are assigned and distributed, and during storage
Network Design: Everfox has controls to avoid individuals assuming access rights they have not been assigned to gain access
to Personal Data they are not authorised to access
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Incident Response Process:
- Everfox maintains records of security events and incidents with a description of the breach, the time period, the consequences
Information Security
of the breach, the name of the reporter, and to whom the breach was reported
Incident Management
- For each security incident that concerns Personal Data, Everfox will notify Data Controllers without undue delay
Service Monitoring: Security logs are retained and are reviewed quarterly
- Everfox maintains emergency and contingency plans for the facilities in which Everfox information systems that process
Business Personal Data are located
Continuity
Management - Everfox’s redundant storage and its procedures for recovering data are designed to attempt to reconstruct Personal Data in its
original or last replicated state from before the time it was lost or destroyed
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