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Home Privacy Policy DPA Controlup Data Processing Addendum This Data Processing Addendum (this “DPA”) is entered into as of the Effective Date of the ControlUp Software as a Service Agreement (the “Agreement”) between the customer entity identified in the Agreement (“Customer”) and the applicable ControlUp entity identified in the Agreement (“ControlUp”) and is incorporated into and forms part of the Agreement. ControlUp processes certain Personal Data on behalf of Customer in the course of providing the Services. This DPA sets out the terms governing such processing and forms part of the contractual framework between the parties under the Agreement. WHEREAS, ControlUp provides the Services as described in the Agreement; and WHEREAS, in providing the Services, ControlUp may process Personal Data on Customer’s behalf as a Data Processor. The parties agree to comply with the following provisions with respect to any such Personal Data. NOW THEREFORE, in consideration of the mutual promises set forth herein, the parties agree as follows: 1. INTERPRETATION AND DEFINITIONS 1.1 The headings contained in this DPA are for convenience only and shall not be interpreted to limit or otherwise affect the provisions of this DPA. References to clauses or sections are references to the clauses or sections of this DPA unless otherwise stated. Words used in the singular include the plural and vice versa, as the context may require. Capitalized terms not defined herein shall have the meanings assigned to such terms in the Agreement. 1.2 Definitions: “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. “Authorized Affiliate” means any of Customer’s Affiliate(s) which (a) are subject to the Data Protection Laws and Regulations of the European Union, the European Economic Area and/or their member States, Switzerland and/or the United Kingdom and (b) is permitted to use the Services pursuant to the Agreement between Customer and ControlUp, but has not signed its own agreement with ControlUp and is not a “Customer” as defined under the Agreement. “CCPA” means the California Consumer Privacy Act of 2018 and its modifications and amendments. “Controller” or “Data Controller” means the entity which determines the purposes and means of the Processing of Personal Data. For the purposes of this DPA only and except where indicated otherwise, the term “Data Controller” shall include Customer and/or Customer’s Authorized Affiliates. “ControlUp Group” means ControlUp and its Affiliates that may perform intra-group operational or maintenance activities involving the Processing of Personal Data as part of the provision, support or management of the Services. “Data Protection Laws and Regulations” means all laws and regulations, including laws and regulations of the European Union, the European Economic Area and their Member States and the United Kingdom, applicable to the Processing of Personal Data under the Agreement. “Data Subject” means the identified or identifiable person to whom the Personal Data relates. “ControlUp” means the relevant ControlUp entity entering into the Agreement, being one or more of the following: ControlUp Technologies Ltd., ControlUp Inc, ControlUp GmbH, ControlUp UK Limited, ControlUp PTY Ltd, ControlUp Canada Inc. “FADP” means the Swiss Federal Act on Data Protection of 19 June 1992 and as revised as of 25 September 2020. “GDPR” means Regulation (EU) 2016/679 (General Data Protection Regulation), as amended or replaced from time to time. “Member State” means a country that belongs to the European Union and/or the European Economic Area. “Union” means the European Union. “Personal Data” means any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person, as defined under Data Protection Laws and Regulations and/or under the CCPA, as applicable. For the avoidance of doubt, Customer’s business contact information is not by itself deemed to be Personal Data subject to this DPA. “Process(ing)” means any operation or set of operations which is performed upon Personal Data, whether by automatic means, such as collection, recording organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction. “Processor” or “Data Processor” means the entity which Processes Personal Data on behalf of the Controller. “Security Documentation” means the Security Documentation applicable to the specific Services purchased by Customer, as updated from time to time and accessible via https://support.controlup.com/docs/controlup-architecture-security-concepts or as otherwise made reasonably available by ControlUp. “Chief Information Security Officer (CISO)” sets the framework, approves the Information Security Policy and related standards and operating procedures, assigns roles within ControlUp for implementing the security program and ensures that the organization maintains its program current and in compliance with relevant laws, regulations and industry best practices. The CISO is available by email via [email protected]. “Sub-processor” means any Processor engaged by ControlUp and/or ControlUp Affiliate to Process Personal Data on behalf of Customer. “Supervisory Authority” means an independent public authority which is established by an EU Member State pursuant to the GDPR. “Standard Contractual Clauses” or “SCCs” means (i) the standard contractual clauses for the transfer of Personal Data to Data processors established in third countries which do not ensure an adequate level of protection as set out in Regulation (EU) 2016/679 of the European Parliament and of the Council from June 4, 2021, as updated, amended, replaced or superseded from time to time by the European Commission; or (ii) where required from time to time by a supervisory authority for use with respect to any specific restricted transfer, any other set of contractual clauses or other similar mechanism approved by such Supervisory Authority or by Applicable Laws for use in respect of such Restricted Transfer. “UK GDPR” means the UK Data Protection Act 2018, as updated, amended, replaced or superseded from time to time by the ICO. “UK Standard Contractual Clauses” or “UK SCCs” means the standard contractual clauses approved by the UK Information Commissioner’s Office (ICO), as amended or replaced from time to time. 2. PROCESSING OF PERSONAL DATA 2.1 Roles of the Parties. The Parties acknowledge and agree that regarding the Processing of Personal Data, (i) Customer is the Data Controller, (ii) ControlUp is the Data Processor and that (iii) ControlUp or members of the ControlUp Group may engage Sub-processors pursuant to the requirements set forth in Section 5 “Sub-processors” below. For clarity, this DPA shall not apply with respect to ControlUp Processing activities as a Data Controller with respect to ControlUp data as detailed in ControlUp’s privacy policy. 2.2 Customer’s Processing of Personal Data. Customer shall, in its use of the Services, Process Personal Data in accordance with the requirements of Data Protection Laws and Regulations and always comply with the obligations applicable to data controllers (including, without limitation, applicable Data Protection Laws and Regulations). For the avoidance of doubt, Customer’s instructions for the Processing of Personal Data shall comply with Data Protection Laws and Regulations. Customer shall have sole responsibility for how Customer acquired Personal Data. Without limitation, Customer shall comply with any and all transparency-related obligations (including, without limitation, displaying any and all relevant and required privacy notices or policies) and shall have any and all required legal bases in order to collect, Process and transfer to Data Processor the Personal Data and to authorize the Processing by Data Processor of the Personal Data which is authorized in this DPA. 2.3 Data Processor’s Processing of Personal Data. 2.3.1 Scope of Processing. Subject to the Agreement, Data Processor shall Process Personal Data only in accordance with Customer’s documented instructions as necessary for the performance of the Services, unless otherwise required by applicable law. Where applicable law requires Processing without Customer’s instructions, Data Processor shall inform Customer before Processing unless prohibited on grounds of public interest. The duration, nature, purposes, types of Personal Data and categories of Data Subjects are further specified in Schedule 1 (Details of the Processing). 2.3.2 Non-Compliance and Termination. To the extent Data Processor cannot comply with a Customer instruction relating to the Processing of Personal Data, or considers such instruction to be unlawful, Data Processor shall: (i) inform Customer, providing relevant details (but not legal advice); (ii) temporarily cease all Processing of the affected Personal Data (other than secure storage); and (iii) if the parties cannot agree on a resolution, either party may, as its sole remedy, terminate the Agreement and this DPA with respect to the affected Processing, provided that all amounts due before the termination date are paid to Data Processor. Customer will have no further claims against Data Processor arising from such termination, including any claim for refunds. 2.3.3 Customer Liability for Instructions. ControlUp shall not be liable for any claim brought by a third party, including a Data Subject, arising from any act or omission of ControlUp to the extent that such act or omission resulted from Customer’s instructions. 2.3.4 AI Processing. As part of the Services, ControlUp may utilize AI capabilities, including large language model inference services provided via Microsoft Foundry. Such services are used in inference-only mode. Customer Personal Data is not used to train foundation models, and prompts and outputs are not retained by model providers for training purposes. All processing remains subject to applicable data protection obligations and safeguards under this DPA. 3. RIGHTS OF DATA SUBJECTS 3.1 Data Subject Requests. If Data Processor receives a request from a Data Subject to exercise any right under applicable Data Protection Laws and Regulations, including the right of access, rectification, erasure, restriction of Processing, data portability, objection, or rights related to automated decision-making (each a “Data Subject Request”), Data Processor shall, to the extent legally permitted, promptly forward such request to Customer and reasonably assist Customer in responding to it. 4. CONTROLUP PERSONNEL 4.1 Confidentiality. Data Processor shall grant access to the Personal Data to persons under its authority (including, without limitation, its personnel) only on a need-to-know basis and ensure that such persons engaged in the Processing of Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality. Data Processor may disclose and Process the Personal Data (a) as permitted hereunder (b) to the extent required by a court of competent jurisdiction or other Supervisory Authority and/or otherwise as required by applicable laws (in such a case, Data Processor shall inform the Customer of the legal requirement before the disclosure, unless that law prohibits such information on important grounds of public interest) or (c) on a “need-to-know” basis under an obligation of confidentiality to legal counsel(s), data protection advisor(s), accountant(s), investors or potential acquirers. 4.2 Intra-Group Access. Certain maintenance, support and service-management activities relating to the Services may be performed by other members of the ControlUp corporate group on a limited, role-based basis. Such activities form part of ControlUp’s internal operations and are subject to the same data protection, confidentiality and security measures applicable under this DPA. These activities do not affect the Customer’s selected data hosting region and, where applicable, are carried out under a lawful data transfer mechanism consistent with GDPR requirements. 5. AUTHORIZATION REGARDING SUB-PROCESSORS 5.1 List of Current Sub-processors and Notification of New Sub-processors. Data Processor’s current list of Sub-processors is included in Schedule 2 (“Sub-processor List“) and is hereby approved by Data Controller. Data Controller hereby grants general authorization to Data Processor to engage new Sub-processors by notifying Data Controller of the intended change or addition thirty (30) days before the new Sub-processor will be implemented. This Section 5 shall not apply to subcontractors of ControlUp which provide ancillary services to support the performance of the DPA. This includes, for example, telecommunication services, maintenance and user service, cleaning staff or auditors. 5.2 Objection Right for New Sub-processors. Customer may reasonably object to Data Processor’s use of a new Sub-processor for reasons related to applicable Data Protection Laws and Regulations by notifying Data Processor promptly in writing within thirty (30) days after receipt of Data Processor’s notice, specifying the reasons for such objection. Failure to object within thirty (30) days shall be deemed acceptance of the new Sub-processor. In the event of a reasonable objection, Data Processor will use reasonable efforts to make available a change in the Services or recommend a commercially reasonable alternative to avoid Processing by the objected-to Sub-processor without unreasonably burdening Customer. If Data Processor is unable to make such change within thirty (30) days of the objection, Customer may, as its sole remedy, terminate the applicable Agreement and this DPA solely with respect to those Services which cannot be provided without the use of the objected-to Sub-processor, provided that all amounts due before the termination date are paid to Data Processor. Until resolved, Data Processor may temporarily suspend Processing of the affected Personal Data. Customer will have no further claims against Data Processor arising from such termination, including any claim for refunds. 5.3 Agreements with Sub-processors. Where required by applicable Data Protection Laws and Regulations, the Parties may revise this DPA in good faith to adjust it to any standard contractual clauses adopted by competent authorities. All data protection duties and liabilities imposed on the Data Processor by relevant data protection laws and regulations shall be equally applicable to Sub-Processor, in consistency with the provisions herein. 5.4 Use of Subprocessors by Subprocessors. For the avoidance of doubt, certain Sub-processors (including cloud service providers) may utilize their own subprocessors or technology partners as part of the provision of their services. Such subprocessors are engaged under the responsibility and contractual obligations of the primary Sub-processor and remain subject to applicable data protection and security commitments consistent with this DPA. 6. SECURITY 6.1 Controls for the Protection of Personal Data. Taking into account the state of the art, the costs of implementation, the scope, the context, the purposes of the Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, Data Processor shall maintain all industry-standard technical and organizational measures required pursuant to applicable Data Protection Laws and Regulations for protection of the security (including protection against unauthorized or unlawful Processing and against accidental or unlawful destruction, loss or alteration or damage, unauthorized disclosure of or access to, Personal Data), confidentiality and integrity of Personal Data, as set forth in the Security Documentation which are hereby approved by Customer. Upon the Customer’s request, Data Processor will use commercially reasonable efforts to assist Customer, at Customer’s cost, in ensuring compliance with the obligations pursuant to applicable Data Protection Laws and Regulations. This includes controls governing access to AI-related data, including interaction logs and monitoring data, in accordance with role-based access control (RBAC) and least privilege principles. 6.2 Security Assessments and Audits. 6.2.1 Certifications and Audit Reports. Upon Customer’s written request at reasonable intervals and subject to the confidentiality obligations set forth in the Agreement and this DPA, Data Processor shall make available to Customer (or Customer’s independent third-party auditor that is not a competitor of Data Processor) a copy of Data Processor’s then most recent third-party audits or certifications, as applicable. Such materials shall be used solely for the purpose of assessing compliance with this DPA and shall not be disclosed to any third party without Data Processor’s prior written consent. Upon Data Processor’s request, Customer shall return or destroy any such materials in its possession or control. 6.2.2 On-Site Audits. At Customer’s cost and expense, Data Processor shall allow for and contribute to audits, including inspections of Data Processor’s systems and facilities, conducted by Customer or an auditor mandated by Customer who is not a direct or indirect competitor of Data Processor, provided that the parties shall agree in advance on the scope, methodology, timing and conditions of such audit or inspection. Notwithstanding the foregoing, nothing in this DPA shall require Data Processor to disclose or provide access to: (i) data belonging to any other customer of Data Processor; (ii) Data Processor’s internal accounting or financial information; (iii) any trade secret of Data Processor; or (iv) any information that could, in Data Processor’s reasonable discretion, compromise the security of its systems or premises or cause Data Processor to breach obligations under applicable law or to any third party. 6.3 Personal Data Incident Management and Notification. Data Processor shall notify Customer without undue delay after becoming aware of the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of or access to Data Controller’s Personal Data (a “Personal Data Incident“). Where and in so far as it is not possible to provide the Personal Data Incident notification at the same time, the notification may be provided in phases without undue further delay. Data Processor shall make reasonable efforts to identify the cause of such Personal Data Incident and take those steps as Data Processor deems necessary and reasonable to remediate the cause of such a Personal Data Incident to the extent the remediation is within Data Processor’s reasonable control. The obligations herein shall not apply to incidents that are caused by Customer or Customer’s users. In any event, Customer will be the party responsible for notifying supervisory authorities and/or concerned data subjects (where required by Data Protection Laws and Regulations). 7. RETURN AND DELETION OF PERSONAL DATA Subject to the Agreement, Data Processor shall, at the choice of Customer, delete or return the Personal Data to Customer after the end of the provision of the Services relating to processing and shall delete existing copies unless applicable law requires storage of the Personal Data. In any event, to the extent required or allowed by applicable law, Data Processor may retain one copy of the Personal Data for evidence purposes and/or for the establishment, exercise or defense of legal claims and/or to comply with applicable laws and regulations. If the Customer requests the Personal Data to be returned, the Personal Data shall be returned in the format generally available for Data Processor’s clients. 8. AUTHORIZED AFFILIATES 8.1 Contractual Relationship. The Parties acknowledge and agree that, by executing the DPA, the Customer enters the DPA on behalf of itself and, as applicable, in the name and on behalf of its Authorized Affiliates, thereby establishing a separate DPA between Data Processor and each Authorized Affiliate. Each Authorized Affiliate agrees to be bound by the obligations under this DPA. All access to and use of the Services by Authorized Affiliates must comply with the terms and conditions of the Agreement and this DPA and any violation of the terms and conditions therein by an Authorized Affiliate shall be deemed a violation by Customer. 8.2 Communication. The Customer shall remain responsible for coordinating all communication with Data Processor under the Agreement and this DPA and shall be entitled to make and receive any communication in relation to this DPA on behalf of its Authorized Affiliates. 9. TRANSFERS OF DATA 9.1 Transfers to countries that offer adequate level of data protection. Personal Data may be transferred from the EU Member States, the three EEA member countries (Norway, Liechtenstein and Iceland) and the United Kingdom (collectively, “EEA“) to countries that offer adequate level of data protection under or pursuant to the adequacy decisions published by the relevant data protection authorities of the EEA, the Union, the Member States or the European Commission, the UK supervisory authority or under Swiss FADP (“Adequacy Decisions“) without any further safeguard being necessary. 9.2 Transfers to other countries. If the Processing of Personal Data includes transfers from the EEA (and Switzerland) or the UK to countries outside the EEA which do not offer adequate level of data protection or which have not been subject to an Adequacy Decision (“Other Countries“), the Parties shall comply with applicable Data Protection Laws and Regulations, including, if necessary, executing the Standard Contractual Clauses or complying with any other transfer mechanism recognised under applicable Data Protection Laws and Regulations for transferring Personal Data to such Other Countries and the below shall apply: (a) With respect to EU transfers of Personal Data, Data Controller as Data Exporter (as defined in the SCCs) and Data Processor on behalf of itself and each Data Processor Affiliate (as applicable) as Data Importer (as defined in the SCCs) hereby enter the SCCs set out in Schedule 3. To the extent that there is any conflict or inconsistency between the terms of the SCCs and the terms of this DPA, the terms of the SCCs shall take precedence. (b) With respect to UK transfers of Personal Data, Customer as Data Exporter (as defined in the UK SCCs) and ControlUp on behalf of itself and each ControlUp Affiliate (as applicable) as Data Importer (as defined in the UK SCCs) hereby enter into the UK SCCs set out in Schedule 3. To the extent that there is any conflict or inconsistency between the terms of the UK SCCs and the terms of this DPA, the terms of the UK SCCs shall take precedence. (c) With respect to Swiss transfers of Personal Data, Data Controller as Data Exporter (as defined in the SCCs) and Data Processor on behalf of itself and each Data Processor Affiliate (as applicable) as Data Importer (as defined in the SCCs) hereby enter the Swiss SCCs set out in Schedule 3. To the extent that there is any conflict or inconsistency between the terms of the Swiss SCCs and the terms of this DPA, the terms of the Swiss SCCs shall take precedence. 10. TERMINATION This DPA shall automatically terminate upon the termination or expiration of the Agreement under which the Services are provided. Sections 2.2, 2.3, 7, 8, 12 and 15 shall survive the termination or expiration of this DPA for any reason. This DPA cannot, in principle, be terminated separately to the Agreement, except where the Processing ends before the termination of the Agreement, in which case, this DPA shall automatically terminate. 11. CCPA 11.1 Restrictions on Use. To the extent that Personal Data is subject to the CCPA, ControlUp shall not sell or share Customer’s Personal Data. ControlUp agrees not to retain, use or disclose Customer Personal Data: (i) for any purpose other than the Business Purpose (as defined in Section 11.4 below); (ii) for any commercial purpose outside the direct business relationship between ControlUp and Customer; or (iii) in any manner inconsistent with the CCPA. 11.2 Permitted Uses. Notwithstanding Section 11.1, ControlUp may use, disclose or retain Customer Personal Data to: (a) transfer Personal Data to ControlUp entities, Sub-processors and vendors as necessary to provide the Services; (b) comply with applicable laws; (c) defend legal claims or comply with law enforcement investigations; (d) build or improve the quality of its services as permitted under the CCPA; (e) detect data security incidents or protect against fraudulent or illegal activity; and (f) collect and analyze anonymous information. 11.3 Compliance and Remediation. ControlUp shall use commercially reasonable efforts to comply with its obligations under the CCPA. If ControlUp becomes aware of any material requirement applicable to it as a service provider under the CCPA that it cannot comply with, ControlUp shall notify Customer using commercially reasonable efforts. Upon written notice from Customer, ControlUp shall take commercially reasonable steps to stop and remediate any unauthorized use of Personal Data. ControlUp shall use commercially reasonable efforts to assist Customer in responding to consumer requests under the CCPA. Notwithstanding anything to the contrary, Customer shall be solely responsible for its own compliance with the CCPA. 11.4 Business Purpose. “Business Purpose” means the Processing activities ControlUp performs to provide the Services as described in the Agreement and this DPA, as otherwise instructed by Customer, or as permitted by applicable law including the CCPA. 12. RELATIONSHIP WITH AGREEMENT This DPA forms part of the Agreement. In the event of any conflict between the provisions of this DPA and the provisions of the Agreement, the order of precedence set forth in the Agreement shall apply. Notwithstanding anything to the contrary in this DPA, liability arising out of or relating to the processing of personal data, data protection obligations, or breach of this DPA shall be subject to the limitation of liability provisions set forth in the Agreement, including the Data Protection Liability Cap and the exclusion of consequential damages, each as set forth in the Agreement, which shall govern exclusively and shall not be expanded or superseded by this DPA. 13. AMENDMENTS This DPA may be amended from time to time to reflect changes in applicable Data Protection Laws and Regulations, regulatory requirements, or ControlUp’s data processing practices. The most current version of this DPA will apply from the date of the applicable amendment. 14. LEGAL EFFECT Data Processor may assign this DPA or its rights or obligations hereunder to any Affiliate thereof or to a successor or any Affiliate thereof, in connection with a merger, consolidation or acquisition of all or substantially all its shares, assets or business relating to this DPA or the Agreement. Any Data Processor obligation hereunder may be performed (in whole or in part) and any Data Processor right (including invoice and payment rights) or remedy may be exercised (in whole or in part) by an Affiliate of Data Processor. 15. PERSONAL DATA PROCESSED BY EACH PARTY FOR PURPOSES OF MANAGING THE AGREEMENT Each Party shall Process as independent Controller the Personal Data of the representatives of the Parties for purposes of managing the Agreement. With respect to such Personal Data, each Party shall be responsible to fulfill all its obligations under the applicable Data Protection Laws and Regulations and shall cooperate with the other Party as reasonably necessary to assist with the fulfillment of the other Party’s obligations under the Data Protection Laws and Regulations. 16. EXECUTION 16.1 Authority. Each Party represents and warrants that: (a) it has full legal power, authority and capacity to enter into, execute and perform its obligations under this DPA; (b) this DPA has been duly authorized by all necessary corporate or organizational action; and (c) this DPA constitutes a legal, valid and binding obligation of such Party, enforceable against it in accordance with its terms. 16.2 Customer Representative. Any individual accepting the Agreement on behalf of Customer represents and warrants that he or she has full authority to bind Customer and, where applicable, its Authorized Affiliates to the terms of this DPA. If such individual lacks the authority to bind Customer and/or its Authorized Affiliates, Customer shall not submit or make available any Personal Data to ControlUp. 16.3 Incorporation by Reference. This DPA is incorporated into and forms part of the ControlUp SaaS Agreement by reference and applies automatically upon the Effective Date of the Agreement, without requiring separate execution. No independent signature of this DPA is required, unless the parties have separately executed a DPA or equivalent data protection agreement covering the Services. 16.4 Authorized Affiliates. By accepting this DPA, Customer does so on behalf of itself and, to the extent required or permitted under applicable Data Protection Laws and Regulations, in the name and on behalf of its Authorized Affiliates, if and to the extent that ControlUp processes Personal Data for which such Authorized Affiliates qualify as a “data controller.” Customer shall ensure that each Authorized Affiliate is bound by the obligations of this DPA and shall remain primarily liable to ControlUp for each Authorized Affiliate’s compliance herewith. LIST OF SCHEDULES 1. Schedule 1 – Details of the Processing 2. Schedule 2 – Sub-Processor List 3. Schedule 3 – Standard Contractual Clauses SCHEDULE 1 DETAILS OF THE PROCESSING Nature of Processing: Collection, recording, organization, structuring, storage, erasure by automated and manual means, including AI-assisted analysis and natural language processing for operational insights, troubleshooting and administrative query handling. Purpose of Processing: The Data Processor shall only be allowed to Process Personal Data on behalf of Data Exporter for the purpose of: setting up a user account/account(s) for Controller personnel; setting up profile(s) for users authorized by Controller; providing support and technical maintenance; displaying and alerting on statistical IT performance metrics and data in context of personal data (for example session latency for specific session name). Duration of Processing: Subject to any Section of the DPA and/or the Agreement dealing with the duration of the Processing and the consequences of the expiration or termination thereof, Data Processor will Process Personal Data for the duration of the Agreement, unless otherwise agreed upon in writing. Categories of Data Subjects: Employees (former and current employees of the Controller) and Customer’s users authorized by the Controller to use the Services. Categories of Personal Data Customer may submit Personal Data to the Services, the extent of which is determined and controlled by Customer in its sole discretion. Depending on Customer’s environment, configuration, and use of the Services, information processed in connection with the Services may constitute Personal Data under applicable Data Protection Laws. Across all available operating modes of the Software (Standalone Mode, On-Prem Mode, and Hybrid Cloud Mode), ControlUp collects User registration information provided by the user in connection with the creation of a ControlUp user account. When Customer operates the Software in Hybrid Cloud Mode, performance-related information relating to Customer’s monitored Endpoints and Hosts is securely transmitted to ControlUp’s servers in connection with the provision of the Services. The categories of data that may be processed by ControlUp in connection with the Services include the following: Data Type Description User registration information Name, password, email, phone number, company name General User Account settings and configurations Host names, private IP User login information Login date/time, login count, login private IP address and usage duration Generated IDs For ControlUp User Account organization and environment User License information License and license usage information Static computer information Displayed in ControlUp’s computers view Remote desktop configuration information No credential information is ever sent System incident details Including incident triggers configured by the User or ControlUp IT and Controller infrastructure Metric and system information Endpoint performance metrics IP Location, Geolocation, Wi-Fi SSID, host name Auditing information Actions executed by ControlUp users and product configuration changes AI interaction data May include user queries, system-generated responses, and associated operational context necessary to provide the Services Frequency of Transfer: Continuous basis. Retention Period: As described in this DPA and/or the Agreement. Transfers to Sub-processors: As detailed in Schedule 2. SCHEDULE 2 SUB-PROCESSOR LIST Sub Processor Data Storage Locations Product Nature of Processing Scope of Processing Microsoft Azure West Europe (Amsterdam) Germany North (Berlin) East US (Virginia) Canada (Toronto) ControlUp One (DEX) Hosting of Customer data and the Services User registration data Settings and configuration data Audit Log DEX Streaming VDI & DaaS: Data streaming uploads AI-assisted processing and analysis may be performed using Microsoft Foundry services (Azure AI Foundry) as part of the Services. Customer streaming data is exclusively stored in the selected region chosen from the available options. Microsoft Azure Australia East (New South Wales) Canada Central (Toronto) Central US (Iowa) East US / East US 2 (Virginia) France Central (Paris) Germany West Central (Frankfurt) Norway East (Norway) Qatar Central (Doha) Southeast Asia (Singapore) Switzerland North (Zurich) UAE North (Dubai) West Europe (Amsterdam) ControlUp Devices) Edge DX( Hosting of Customer data and the Services Physical endpoint devices statistics and performance metrics. Recordings of remote-controlled session File Upload/Download of remote-controlled session Data is processed within the Customer’s tenant. Data is stored in Customer’s tenants in Azure in a region chosen by the Customer. Amazon Web Services US East (Virginia) Dedicated region for our customers outside EEA. AWS Europe (Frankfurt) Dedicated region for our current EEA customers. ControlUp Scoutbees Hosting of Customer data and the Services EUC, Internet and web Application’s performance metrics. Amazon Web Services US East (Virginia) ControlUp VDI & DaaS Hosting of Customer data and the Services Real-Time audit data. All VDI Services System Incidents data Amazon Web Services Europe (Frankfurt) ControlUp VDI & DaaS Hosting of Customer data and the Services Real-Time audit data. All VDI Services System Incidents data Amazon Web Services Europe (Ireland) ControlUp VDI & DaaS Hosting of Customer data and the Services Configuration DB User Management (AD) VDI Auding Anthropic PBC United States (East US 2) Europe (Sweden Central) Pulse AI Resolve & AI Assistant for IT Operations AI-assisted processing and analysis as part of the Services User-submitted prompts and natural language queries. Endpoint telemetry and device performance metrics. Alerts, troubleshooting, and diagnostic information. AI-generated operational insights and remediation recommendations. SCHEDULE 3 STANDARD CONTRACTUAL CLAUSES EU SCCs. If the Processing of Personal Data includes transfers from the EU to countries outside the EEA which do not offer adequate level of data protection or which have not been subject to an Adequacy Decision, the Parties shall comply with Chapter V of the GDPR. The Parties hereby agree to execute the Standard Contractual Clauses as follows: a) The Standard Contractual Clauses (Controller-to-Processor and Processor to Processor) as applicable, will apply, with respect to restricted transfers between Customer and ControlUp that are subject to the GDPR. b) The Parties agree that for the purpose of transfer of Personal Data between Customer (as Data Exporter) and ControlUp (as Data Importer), the following shall apply: (i) Clause 7 of the Standard Contractual Clauses shall be applicable; (ii) In Clause 9, option 2 shall apply and the method described in Section 5 of the DPA (Authorization Regarding Sub-Processors) shall apply; (iii) Clause 11 of the Standard Contractual Clauses shall be not applicable; (iv) In Clause 13: the relevant option applicable to the Customer, as informed by Customer to ControlUp; (v) In Clause 17, option 1 shall apply. The Parties agree that the Standard Contractual Clauses shall be governed by the laws of Germany, as permitted under the SCCs. The Parties choose the courts of Germany as their choice of forum and jurisdiction, unless otherwise agreed in writing by the Parties. c) Annex I.A: With respect to Module Two: (i) Data Exporter is Customer as a data controller and (ii) Data Importer is ControlUp as a data processor. With respect to Module Three: (i) Data Exporter is Customer as a data processor and (ii) Data Importer is ControlUp as a data processor (sub-processor). Data Exporter and Data Importer Contact details: As detailed in the Agreement. Signature and Date: By entering into the Agreement and this DPA, each Party is deemed to have signed these Standard Contractual Clauses incorporated herein, including their Annexes, as of the Effective Date of the DPA. d) Annex I.B of the Standard Contractual Clauses shall be completed as described in Schedule 1 (Details of the Processing) of this DPA. e) Annex I.C of the Standard Contractual Clauses shall be completed as follows: The competent supervisory authority is the German supervisory authority (Bundesbeauftragte für den Datenschutz und die Informationsfreiheit – BfDI). f) Annex II of the Standard Contractual Clauses shall be completed as described in the Security Documentation. g) Annex III of the Standard Contractual Clauses shall be completed with the authorized sub-processors detailed in Schedule 2 (Sub-processor list) of this DPA. UK SCCs. If the Processing of Personal Data includes transfers from the UK to countries which do not offer adequate level of data protection or which have not been subject to an Adequacy Decision, the Parties shall comply with Article 45(1) of the UK GDPR and Section 17A of the Data Protection Act 2018. The Parties hereby agree to execute the International Data Transfer Addendum to the EU Commission Standard Contractual Clauses as follows: a) The UK Standard Contractual Clauses (Controller-to-Processor and Processor to Processor) if applicable, will apply with respect to restricted transfers between Customer and ControlUp that are subject to the UK GDPR. b) The Parties agree that for the purpose of transfer of Personal Data between Customer (as Data Exporter) and ControlUp (as Data Importer), the following shall apply: (i) Clause 7 of the Standard Contractual Clauses shall be applicable; (ii) In Clause 9, option 2 shall apply and the method described in Section 5 of the DPA (Authorization Regarding Sub-Processors) shall apply; (iii) Clause 11 of the Standard Contractual Clauses shall be applicable; (iv) In Clause 17, option 1 shall apply. The Parties agree that the Standard Contractual Clauses shall be governed by the laws of England and Wales; and (v) In Clause 18(b) the Parties choose the courts of England and Wales. c) Annex I.A: With respect to Module Two: Data Exporter is Customer as a data controller and Data Importer is ControlUp as a data processor. With respect to Module Three: Data Exporter is Customer as a data processor and Data Importer is ControlUp as a data processor (sub-processor). Data Exporter and Data Importer Contact details: As detailed in the Agreement. Signature and Date: By entering into the Agreement and this DPA, each Party is deemed to have signed these UK Standard Contractual Clauses incorporated herein, including their Annexes, as of the Effective Date of the DPA. d) Annex I.B of the UK Standard Contractual Clauses shall be completed as described in Schedule 1 (Details of the Processing) of this DPA. e) Annex I.C of the UK Standard Contractual Clauses shall be completed as follows: The competent supervisory authority is the ICO supervisory authority. f) Annex II of the UK Standard Contractual Clauses shall be completed as described in the Security Documentation. g) Annex III of the UK Standard Contractual Clauses shall be completed with the authorized sub-processors detailed in Schedule 2 (Sub-processor list) of this DPA. Swiss SCCs. If the Processing of Personal Data includes transfers from Switzerland to countries outside the EEA which do not offer adequate level of data protection or which have not been subject to an Adequacy Decision, where the FADP applies to Swiss Transfers, the Parties hereby agree to execute the Swiss Standard Contractual Clauses as follows: a) The Swiss Federal Data Protection and Information Commissioner shall be the sole Supervisory Authority for Swiss Transfers exclusively subject to the FADP. b) The terms “General Data Protection Regulation” or “Regulation (EU) 2016/679” as utilized in the Standard Contractual Clauses shall be interpreted to include the FADP with respect to Swiss Transfers. c) References to the “Union”, “EU” and “EU Member State” shall not be interpreted in such a way as to exclude Data Subjects in Switzerland from the possibility of exercising their rights in their place of habitual residence (Switzerland) in accordance with Clause 18(c) of the Standard Contractual Clauses. 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