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Data Processing Addendum (DPA) Point of contact:Swapnil Tamhane (swapnil.tamhane@mindtickle.com) Data Processing Addendum (DPA) 33 Pages 199% of 33 of 33 Mindtickle DPA v3.5 Mindtickle Confidential Page 1 of 33 535 Mission St, 14th Floor, San Francisco, CA 94105, USA Phone: +1 800 231 5578 | E-Mail: privacy@mindtickle.com Web: www.mindtickle.com MINDTICKLE DATA PROCESSING ADDENDUM This Data Processing Addendum, including its Exhibits, Appendices and Annexes, (“DPA”) is incorporated by this reference into the agreement for the purchase of Mindtickle’s online learning and enablement system software offered as a service (commonly named the SaaS Subscription Agreement or Master Subscription and Services Agreement and/or Order Form) between Customer and MindTickle, Inc. or MindTickle Interactive Media Private Limited (each, “Mindtickle”) (the “Agreement”), and applies to all orders for the Subscription Services to reflect the parties’ agreement with regard to the Processing of Personal Data. All capitalized terms not defined in this DPA shall have the meanings set forth in the Agreement. This DPA is entered into as of the later of the dates beneath the parties’ signatures below. This DPA is supplemental to the Agreement and sets out the terms that apply when Personal Data (defined below) is Processed (defined below) by Mindtickle under the Agreement. The purpose of the DPA is to ensure such Processing is conducted in accordance with Data Protection Laws (defined below), and with due respect for the rights and freedoms of individuals whose Personal Data are processed. HOW TO EXECUTE THIS DPA This DPA has been pre-signed by Mindtickle as the data importer. When Mindtickle receives the DPA completed and signed by Customer as specified below, this DPA will become a legally binding addendum to the Agreement. To make this DPA a part of the Agreement, Customer must do the following: (a) Complete the information in the signature block of this DPA and have an authorized representative sign on pages 7 and 19. (b) If e-signatures are accepted in Customer’s jurisdiction and Customer elects to execute the DPA through Adobe Sign, follow the prompts to provide the required information and e-signature as indicated above and, upon selecting “Click to Sign” at the end, the DPA will be executed and submitted. Alternatively, the DPA may be printed, completed and signed as indicated above, and returned to Mindtickle via email at: dealdesk@mindtickle.com. DATA PROCESSING TERMS The parties agree as follows: 1. Definitions 1.1. For the purposes of this DPA: (a) “Affiliate(s)” has the same meaning ascribed to it in the Agreement and, if not defined in the Agreement, the term means any legal entity directly or indirectly controlling, controlled by or under common control with a party, where control means the ownership of a majority share of the stock, equity or voting interests of such entity. (b) “Customer” means the non-Mindtickle party to both the Agreement and this DPA that has access to the Subscription Services. (c) “CCPA” means the California Consumer Privacy Act, Cal. Civ. Code § 1798.100 et seq., and its implementing regulations. (d) “Controller” means the entity which determines the purposes and means of the Processing of Personal Data. (e) “Customer Data” means any electronic data, content, information, or material submitted by Customer or its Users through the Platform that is not already available publicly.DocuSign Envelope ID: 7D0C4519-A6A2-405E-BFE3-14FD64243DE6 Mindtickle DPA v3.5 Mindtickle Confidential Page 2 of 33 535 Mission St, 14th Floor, San Francisco, CA 94105, USA Phone: +1 800 231 5578 | E-Mail: privacy@mindtickle.com Web: www.mindtickle.com (f) "Data Protection Laws” means all laws and binding regulations of the European Union, the EEA, Switzerland and United Kingdom applicable to the Processing of Personal Data under the Agreement, including Regulation 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, and repealing Directive 95/46/EC (“GDPR”), including as implemented or adopted under the laws of the United Kingdom. For clarity, if Mindtickle’s Processing activities involving Personal Data are not within the scope of an applicable Data Protection Law, such law is not applicable for purposes of this Addendum. (g) “Data Subject” means the identified or identifiable person to whom Personal Data relates. (h) “EEA" means the European Economic Area including EFTA states, Norway, Iceland and Liechtenstein. (i) “Mindtickle” means MindTickle, Inc. or MindTickle Interactive Media Private Limited, respectively, that is a party to both the Agreement and this DPA. (j) “Personal Data” means any information relating to an identified or identifiable natural person, where such data is Customer Data. (k) “Process” or “Processing” means any operation or set of operations which is performed upon Personal Data, whether or not by automated 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. (l) “Processor” means the entity which Processes Personal Data on behalf of the Controller, including as applicable any “service provider” as that term is defined by the CCPA. (m) “Sensitive Personal Data” means Personal Data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, biometric data, data concerning health or data concerning a natural person's sex life or sexual orientation. (n) “Standard Contractual Clauses” means the agreement executed by and between Customer and Mindtickle and attached hereto as “Exhibit A” pursuant to the European Commission Implementing Decision (EU) 2021/914 of 4 June 2021 on standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council. (o) “Sub-processor” means any Processor engaged by Mindtickle to Process Personal Data in connection with the Subscription Services. (p) “Subscription Services” means the online learning and enablement system software offered as a service hosted on the Mindtickle platform (the “Platform”) and provided by Mindtickle to Customer under the Agreement. (q) “Supervisory Authority” means an independent public authority which is established by an EU member state pursuant to the GDPR or, for the United Kingdom, the Information Commissioner’s Office (“ICO”). (r) “UK Addendum” means the International Data Transfer Addendum to the EU Commission Standard Contractual Clauses, issued by the ICO as set out in Exhibit B attached hereto. 1.2. Capitalized terms used but not defined in this DPA have the same meanings as set out in the Agreement. 2. Roles and Responsibilities 2.1. Parties' Roles. Customer is (or represents that it is acting with full authority on behalf of) the “Controller,” and appoints Mindtickle as a “Processor” (as such terms or equivalent thereof are defined under applicable Data Protection Law) to process the Personal Data on Customer's behalf. In some circumstances Customer may be a Processor, in which case Customer appoints Mindtickle as Customer’s sub-processor, which shall not change the obligations of either Customer or Mindtickle under this DPA, as Mindtickle will remain a Processor with respect to the Customer in such event. 2.2. Customer’s Processing of Personal Data. Customer shall, in its use of the Subscription Services, Process Personal Data in accordance with the requirements of Data Protection Laws, including any applicable requirement to provide notice to Data Subjects of the use of Mindtickle as Processor. For the avoidance ofDocuSign Envelope ID: 7D0C4519-A6A2-405E-BFE3-14FD64243DE6