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EU and UK Data Processing Addendum
This EU and UK Data Processing Addendum (“Addendum”) supplements the End User Subscription Agreement or
other written or electronic terms or agreement (collectively, the “Agreement”) entered into by and between the
entity accessing the Services (“Customer”) and Vertify, Inc. (“Company”). By executing the Addendum in
accordance with Section 11 herein, Customer enters into this Addendum on behalf of itself and, to the extent
required under applicable Data Protection Laws (defined below), in the name and on behalf of its Affiliates
(defined below), if any. This Addendum incorporates the terms of the Agreement, and any terms not defined in
this Addendum shall have the meaning set forth in the Agreement.
1. Definitions
1.1 “Affiliate” means (i) an entity of which a party directly or indirectly owns fifty percent (50%) or more of
the stock or other equity interest, (ii) an entity that owns at least fifty percent (50%) or more of the stock or other
equity interest of a party, or (iii) an entity which is under common control with a party by having at least fifty
percent (50%) or more of the stock or other equity interest of such entity and a party owned by the same person,
but such entity shall only be deemed to be an Affiliate so long as such ownership exists.
1.2 “Authorized Sub-Processor” means a third-party who has a need to know or otherwise access Customer’s
Personal Data to enable Company to perform its obligations under this Addendum or the Agreement, and who is
either (1) listed in Exhibit B or (2) subsequently authorized under Section 4.2 of this Addendum.
1.3 “Customer Account Data” means personal data that relates to Customer’s relationship with Company,
including the names or contact information of individuals authorized by Customer to access Customer’s account
and billing information of individuals that Customer has associated with its account. Customer Account Data also
includes any data Company may need to collect for the purpose of managing its relationship with Customer,
identity verification, or as otherwise required by applicable laws and regulations.
1.4 “Customer Usage Data” means Service usage data collected and processed by Company in connection
with the provision of the Services, including without limitation data used to identify the source and destination of
a communication, activity logs, and data used to optimize and maintain performance of the Services, and to
investigate and prevent system abuse.
1.5 “Data Exporter” means Customer.
1.6 “Data Importer” means Company.
1.7 “Data Protection Laws” means any applicable laws and regulations in any relevant jurisdiction relating to
the use or processing of Personal Data including: (i) the California Consumer Privacy Act, as amended by the
California Privacy Rights Act of 2020 (“CCPA”), (ii) the General Data Protection Regulation (Regulation (EU)
2016/679) (“EU GDPR” or “GDPR”), (iii) the Swiss Federal Act on Data Protection, (iv) the EU GDPR as it forms part
of the law of England and Wales by virtue of section 3 of the European Union (Withdrawal) Act 2018 (the “UK
GDPR”); (v) the UK Data Protection Act 2018; (vi) the Privacy and Electronic Communications (EC Directive)
Regulations 2003; and (vii) the Virginia Consumer Data Protection Act (“VCDPA”), in each case, as updated,
amended or replaced from time to time. The terms “Data Subject”, “Personal Data”, “Personal Data Breach”,
“processing”, “processor,” “controller,” and “supervisory authority” shall have the meanings set forth in the GDPR.
1.8 “EU SCCs” means the standard contractual clauses approved by the European Commission in Commission
Decision 2021/914 dated 4 June 2021, for transfers of personal data to countries not otherwise recognized as
offering an adequate level of protection for personal data by the European Commission (as amended and updated
from time to time), as modified by Section 6.2 of this DPA.
1.9 “ex-EEA Transfer” means the transfer of Personal Data, which is processed in accordance with the GDPR,
from the Data Exporter to the Data Importer (or its premises) outside the European Economic
Area (the “EEA”), and such transfer is not governed by an adequacy decision made by the European Commission
in accordance with the relevant provisions of the GDPR.
1.10 “ex-UK Transfer” means the transfer of Personal Data covered by Chapter V of the UK GDPR, which is
processed in accordance with the UK GDPR and the Data Protection Act 2018, from the Data Exporter to the Data
Importer (or its premises) outside the United Kingdom (the “UK”), and such transfer is not governed by an
adequacy decision made by the Secretary of State in accordance with the relevant provisions of the UK GDPR and
the Data Protection Act 2018.
1.11 “Services” shall have the meaning set forth in the Agreement.
1.12 “Standard Contractual Clauses” means the EU SCCs and the UK SCCs.
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1.13 “UK SCCs” means the EU SCCs, as amended by the UK Addendum.
2. Relationship of the Parties; Processing of Data
2.1 The parties acknowledge and agree that with regard to the processing of Personal Data, Customer may
act either as a controller or processor and, except as expressly set forth in this Addendum or the Agreement,
Company is a processor. Customer shall, in its use of the Services, at all times process Personal Data, and provide
instructions for the processing of Personal Data, in compliance with Data Protection Laws. Customer shall ensure
that the processing of Personal Data in accordance with Customer’s instructions will not cause Company to be in
breach of the Data Protection Laws. Customer is solely responsible for the accuracy, quality, and legality of (i) the
Personal Data provided to Company by or on behalf of Customer, (ii) the means by which Customer acquired any
such Personal Data, and (iii) the instructions it provides to Company regarding the processing of such Personal
Data. Customer shall not provide or make available to Company any Personal Data in violation of the Agreement
or otherwise inappropriate for the nature of the Services, and shall indemnify Company from all claims and losses
in connection therewith.
2.2 Company shall not process Personal Data (i) for purposes other than those set forth in the Agreement
and/or Exhibit A, (ii) in a manner inconsistent with the terms and conditions set forth in this Addendum or any
other documented instructions provided by Customer, including with regard to transfers of personal data to a
third country or an international organization, unless required to do so by Supervisory Authority to which the
Company is subject; in such a case, the Company shall inform the Customer of that legal requirement before
processing, unless that law prohibits such information on important grounds of public interest, or (iii) in violation
of Data Protection Laws. Customer hereby instructs Company to process Personal Data in accordance with the
foregoing and as part of any processing initiated by Customer in its use of the Services.
2.3 The subject matter, nature, purpose, and duration of this processing, as well as the types of Personal Data
collected and categories of Data Subjects, are described in Exhibit A to this Addendum.
2.4 Following completion of the Services, at Customer’s choice, Company shall return or delete Customer’s
Personal Data, unless further storage of such Personal Data is required or authorized by applicable law. If return
or destruction is impracticable or prohibited by law, rule or regulation, Company shall take measures to block such
Personal Data from any further processing (except to the extent necessary for its continued hosting or processing
required by law, rule or regulation) and shall continue to appropriately protect the Personal Data remaining in its
possession, custody, or control. If Customer and Company have entered into Standard Contractual Clauses as
described in Section 6 (Transfers of Personal Data), the parties agree that the certification of deletion of Personal
Data that is described in Clause 12(1) of the UK SCCs and Clause 8.1(d) and Clause 8.5 of the EU SCCs (as applicable)
shall be provided by Company to Customer only upon Customer’s request.
2.5 CCPA and VCDPA. The Parties acknowledge and agree that the processing of personal information or
personal data that is subject to the CCPA or VCDPA shall be carried out in accordance with the terms set forth in
Exhibit E.
3. Confidentiality
Company shall ensure that any person it authorizes to process Personal Data has agreed to protect Personal Data
in accordance with Company’s confidentiality obligations in the Agreement. Customer agrees that Company may
disclose Personal Data to its advisers, auditors or other third parties as reasonably required in connection with the
performance of its obligations under this Addendum, the Agreement, or the provision of Services to Customer.
4. Authorized Sub-Processors
4.1 Customer acknowledges and agrees that Company may (1) engage its affiliates and the Authorized Sub-
Processors listed in Exhibit B to this Addendum to access and process Personal Data in connection with the Services
and (2) from time to time engage additional third parties for the purpose of providing the Services, including
without limitation the processing of Personal Data. By way of this Addendum, Customer provides general written
authorization to Company to engage sub-processors as necessary to perform the Services.
4.2 A list of Company’s current Authorized Sub-Processors (the “List”) will be made available to Customer,
either attached hereto, at a link provided to Customer, via email or through another means made available to
Customer. Such List may be updated by Company from time to time. Company may provide a mechanism to
subscribe to notifications of new Authorized Sub-Processors and Customer agrees to subscribe to such
notifications where available. At least ten (10) days before enabling any third party other than existing Authorized
Sub-Processors to access or participate in the processing of Personal Data, Company will add such third party to
the List and notify Customer via email. Customer may object to such an engagement by informing Company within
ten (10) days of receipt of the aforementioned notice by Customer, provided such objection is in writing and based
on reasonable grounds relating to data protection. Customer acknowledges that certain sub-processors are
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essential to providing the Services and that objecting to the use of a sub-processor may prevent Company from
offering the Services to Customer.
4.3 If Customer reasonably objects to an engagement in accordance with Section 4.2, and Company cannot
provide a commercially reasonable alternative within a reasonable period of time, Customer may discontinue the
use of the affected Service by providing written notice to Company. Discontinuation shall not relieve Customer of
any fees owed to Company under the Agreement.
4.4 If Customer does not object to the engagement of a third party in accordance with Section 4.2 within ten
(10) days of notice by Company, that third party will be deemed an Authorized Sub-Processor for the purposes of
this Addendum.
4.5 Company will enter into a written agreement with the Authorized Sub-Processor imposing on the
Authorized Sub-Processor data protection obligations comparable to those imposed on Company under this
Addendum with respect to the protection of Personal Data. In case an Authorized Sub-Processor fails to fulfill its
data protection obligations under such written agreement with Company, Company will remain liable to Customer
for the performance of the Authorized Sub-Processor’s obligations under such agreement.
4.6 If Customer and Company have entered into Standard Contractual Clauses as described in Section 6
(Transfers of Personal Data), (i) the above authorizations will constitute Customer’s prior written consent to the
subcontracting by Company of the processing of Personal Data if such consent is required under the Standard
Contractual Clauses, and (ii) the parties agree that the copies of the agreements with Authorized Sub-Processors
that must be provided by Company to Customer pursuant to Clause 9(c) of the EU SCCs may have commercial
information, or information unrelated to the Standard Contractual Clauses or their equivalent, removed by the
Company beforehand, and that such copies will be provided by the Company only upon request by Customer.
5. Security 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 well as the risk of varying likelihood and severity for the rights and freedoms of natural persons,
Company shall maintain appropriate technical and organizational measures to ensure a level of security
appropriate to the risk of processing Personal Data. Exhibit C sets forth additional information about Company’s
technical and organizational security measures.
6. Transfers of Personal Data
6.1 The parties agree that Company may transfer Personal Data processed under this Addendum outside the
EEA, the UK, or Switzerland as necessary to provide the Services. Customer acknowledges that Company’s primary
processing operations take place in the United States, and that the transfer of Customer’s Personal Data to the
United States is necessary for the provision of the Services to Customer. If Company transfers Personal Data
protected under this Addendum to a jurisdiction for which the European Commission has not issued an adequacy
decision, Company will ensure that appropriate safeguards have been implemented for the transfer of Personal
Data in accordance with Data Protection Laws.
6.2 Ex-EEA Transfers. The parties agree that ex-EEA Transfers are made pursuant to the EU SCCs, which are
deemed entered into (and incorporated into this Addendum by this reference) and completed as follows:
6.2.1 Module One (Controller to Controller) of the EU SCCs apply when Company is processing
Personal Data as a controller pursuant to Section 9 of this Addendum.
6.2.2 Module Two (Controller to Processor) of the EU SCCs apply when Customer is a controller and
Company is processing Personal Data for Customer as a processor pursuant to Section 2 of this
Addendum.
Module Three (Processor to Sub-Processor) of the EU SCCs apply when Customer is a processor and Company is
processing Personal Data on behalf of Customer as a sub-processor.
6.3 For each module, where applicable the following applies:
6.3.1 The optional docking clause in Clause 7 does not apply.
6.3.2 In Clause 9, Option 2 (general written authorization) applies, and the minimum time period for
prior notice of sub-processor changes shall be as set forth in Section 4.2 of this Addendum;
6.3.3 In Clause 11, the optional language does not apply;
6.3.4 All square brackets in Clause 13 are hereby removed;
6.3.5 In Clause 17 (Option 1), the EU SCCs will be governed by the laws of Ireland.
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6.3.6 In Clause 18(b), disputes will be resolved before the courts of Dublin, Ireland.
6.3.7 Exhibit B to this Addendum contains the information required in Annex I of the EU SCCs;
6.3.8 Exhibit C to this Addendum contains the information required in Annex II of the EU SCCs; and
6.3.9 By entering into this Addendum, the parties are deemed to have signed the EU SCCs
incorporated herein, including their Annexes.
6.4 Ex-UK Transfers. The parties agree that ex-UK Transfers are made pursuant to the UK SCCs, which are
deemed entered into and incorporated into this Addendum by reference, and amended and completed in
accordance with the UK Addendum, which is incorporated herein as Exhibit D of this DPA.
6.5 Transfers from Switzerland. The parties agree that transfers from Switzerland are made pursuant to the
EU SCCs with the following modifications:
6.5.1 The terms “General Data Protection Regulation” or “Regulation (EU) 2016/679” as utilized in the
EU SCCs shall be interpreted to include the Federal Act on Data Protection of 19 June 1992 (the
“FADP,” and as revised as of 25 September 2020, the “Revised FADP”) with respect to data
transfers subject to the FADP.
6.5.2 The terms of the EU SCCs shall be interpreted to protect the data of legal entities until the
effective date of the Revised FADP.
6.5.3 Clause 13 of the EU SCCs is modified to provide that the Federal Data Protection and Information
Commissioner (“FDPIC”) of Switzerland shall have authority over data transfers governed by the
FADP and the appropriate EU supervisory authority shall have authority over data transfers
governed by the GDPR. Subject to the foregoing, all other requirements of Section 13 shall be
observed.
6.5.4 The term “EU Member State” as utilized in the EU SCCs shall not be interpreted in such a way as
to exclude Data Subjects in Switzerland from exercising their rights in their place of habitual
residence in accordance with Clause 18(c) of the EU SCCs.
6.6 Supplementary Measures. In respect of any ex-EEA Transfer or ex-UK Transfer, the following
supplementary measures shall apply:
6.6.1 As of the date of this Addendum, the Data Importer has not received any formal legal requests
from any government intelligence or security service/agencies in the country to which the
Personal Data is being exported, for access to (or for copies of) Customer’s Personal Data
(“Government Agency Requests”);
6.6.2 If, after the date of this Addendum, the Data Importer receives any Government Agency
Requests, Company shall attempt to redirect the law enforcement or government agency to
request that data directly from Customer. As part of this effort, Company may provide
Customer’s basic contact information to the government agency. If compelled to disclose
Customer’s Personal Data to a law enforcement or government agency, Company shall give
Customer reasonable notice of the demand and cooperate to allow Customer to seek a
protective order or other appropriate remedy unless Company is legally prohibited from doing
so. Company shall not voluntarily disclose Personal Data to any law enforcement or government
agency. Data Exporter and Data Importer shall (as soon as reasonably practicable) discuss and
determine whether all or any transfers of Personal Data pursuant to this Addendum should be
suspended in the light of the such Government Agency Requests; and
6.6.3 The Data Exporter and Data Importer will meet regularly to consider whether:
(i) the protection afforded by the laws of the country of the Data Importer to data subjects
whose Personal Data is being transferred is sufficient to provide broadly equivalent protection
to that afforded in the EEA or the UK, whichever the case may be;
(ii) additional measures are reasonably necessary to enable the transfer to be compliant
with the Data Protection Laws; and
(iii) it is still appropriate for Personal Data to be transferred to the relevant Data Importer,
taking into account all relevant information available to the parties, together with guidance
provided by the supervisory authorities.
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6.6.4 If Data Protection Laws require the Data Exporter to execute the Standard Contractual Clauses
applicable to a particular transfer of Personal Data to a Data Importer as a separate agreement,
the Data Importer shall, on request of the Data Exporter, promptly execute such Standard
Contractual Clauses incorporating such amendments as may reasonably be required by the Data
Exporter to reflect the applicable appendices and annexes, the details of the transfer and the
requirements of the relevant Data Protection Laws.
6.6.5 If either (i) any of the means of legitimizing transfers of Personal Data outside of the EEA or UK
set forth in this Addendum cease to be valid or (ii) any supervisory authority requires transfers
of Personal Data pursuant to those means to be suspended, then Data Importer may by notice
to the Data Exporter, with effect from the date set out in such notice, amend or put in place
alternative arrangements in respect of such transfers, as required by Data Protection Laws.
7. Rights of Data Subjects
7.1 Company shall, to the extent permitted by law, notify Customer upon receipt of a request by a Data
Subject to exercise the Data Subject’s right of: access, rectification, erasure, data portability, restriction or
cessation of processing, withdrawal of consent to processing, and/or objection to being subject to processing that
constitutes automated decision-making (such requests individually and collectively “Data Subject Request(s)”). If
Company receives a Data Subject Request in relation to Customer’s data, Company will advise the Data Subject to
submit their request to Customer and Customer will be responsible for responding to such request, including,
where necessary, by using the functionality of the Services. Customer is solely responsible for ensuring that Data
Subject Requests for erasure, restriction or cessation of processing, or withdrawal of consent to processing of any
Personal Data are communicated to Company, and, if applicable, for ensuring that a record of consent to
processing is maintained with respect to each Data Subject.
7.2 Company shall, at the request of the Customer, and taking into account the nature of the processing
applicable to any Data Subject Request, apply appropriate technical and organizational measures to assist
Customer in complying with Customer’s obligation to respond to such Data Subject Request and/or in
demonstrating such compliance, where possible, provided that (i) Customer is itself unable to respond without
Company’s assistance and (ii) Company is able to do so in accordance with all applicable laws, rules, and
regulations. Customer shall be responsible to the extent legally permitted for any costs and expenses arising from
any such assistance by Company.
8. Actions and Access Requests; Audits
8.1 Company shall, taking into account the nature of the processing and the information available to
Company, provide Customer with reasonable cooperation and assistance where necessary for Customer to comply
with its obligations under the GDPR to conduct a data protection impact assessment and/or to demonstrate such
compliance, provided that Customer does not otherwise have access to the relevant information. Customer shall
be responsible to the extent legally permitted for any costs and expenses arising from any such assistance by
Company.
8.2 Company shall, taking into account the nature of the processing and the information available to
Company, provide Customer with reasonable cooperation and assistance with respect to Customer’s cooperation
and/or prior consultation with any Supervisory Authority, where necessary and where required by the GDPR.
Customer shall be responsible to the extent legally permitted for any costs and expenses arising from any such
assistance by Company.
8.3 Company shall maintain records sufficient to demonstrate its compliance with its obligations under this
Addendum, and retain such records for a period of three (3) years after the termination of the Agreement.
Customer shall, with reasonable notice to Company, have the right to review, audit and copy such records at
Company’s offices during regular business hours.
8.4 Upon Customer’s written request at reasonable intervals, and subject to reasonable confidentiality
controls, Company shall, either (i) make available for Customer’s review copies of certifications or reports
demonstrating Company’s compliance with prevailing data security standards applicable to the processing of
Customer’s Personal Data, or (ii) if the provision of reports or certifications pursuant to (i) is not reasonably
sufficient under Data Protection Laws, allow Customer’s independent third party representative to conduct an
audit or inspection of Company’s data security infrastructure and procedures that is sufficient to demonstrate
Company’s compliance with its obligations under Data Protection Laws, provided that (a) Customer provides
reasonable prior written notice of any such request for an audit and such inspection shall not be unreasonably
disruptive to Company’s business; (b) such audit shall only be performed during business hours and occur no more
than once per calendar year; and (c) such audit shall be restricted to data relevant to Customer. Customer shall
be responsible for the costs of any such audits or inspections, including without limitation a reimbursement to
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Company for any time expended for on-site audits. If Customer and Company have entered into Standard
Contractual Clauses as described in Section 6 (Transfers of Personal Data), the parties agree that the audits
described in Clause 8.9 of the EU SCCs shall be carried out in accordance with this Section 8.4.
8.5 Company shall immediately notify Customer if an instruction, in the Company’s opinion, infringes the
Data Protection Laws or Supervisory Authority.
8.6 In the event of a Personal Data Breach, Company shall, without undue delay, inform Customer of the
Personal Data Breach and take such steps as Company in its sole discretion deems necessary and reasonable to
remediate such violation (to the extent that remediation is within Company’s reasonable control).
8.7 In the event of a Personal Data Breach, Company shall, taking into account the nature of the processing
and the information available to Company, provide Customer with reasonable cooperation and assistance
necessary for Customer to comply with its obligations under the GDPR with respect to notifying (i) the relevant
Supervisory Authority and (ii) Data Subjects affected by such Personal Data Breach without undue delay.
8.8 The obligations described in Sections 8.5 and 8.6 shall not apply in the event that a Personal Data Breach
results from the actions or omissions of Customer. Company’s obligation to report or respond to a Personal Data
Breach under Sections 8.5 and 8.6 will not be construed as an acknowledgement by Company of any fault or
liability with respect to the Personal Data Breach.
9. Company’s Role as a Controller. The parties acknowledge and agree that with respect to Customer Account
Data and Customer Usage Data, Company is an independent controller, not a joint controller with Customer.
Company will process Customer Account Data and Customer Usage Data as a controller (i) to manage the
relationship with Customer; (ii) to carry out Company’s core business operations, such as accounting, audits, tax
preparation and filing and compliance purposes; (iii) to monitor, investigate, prevent and detect fraud, security
incidents and other misuse of the Services, and to prevent harm to Customer; (iv) for identity verification purposes;
(v) to comply with legal or regulatory obligations applicable to the processing and retention of Personal Data to
which Company is subject; and (vi) as otherwise permitted under Data Protection Laws and in accordance with
this Addendum and the Agreement. Company may also process Customer Usage Data as a controller to provide,
optimize, and maintain the Services, to the extent permitted by Data Protection Laws. Any processing by the
Company as a controller shall be in accordance with the Company’s privacy policy set forth at
https://www.vertify.com/privacy-policy.
10. Conflict. In the event of any conflict or inconsistency among the following documents, the order of
precedence will be: (1) the applicable terms in the Standard Contractual Clauses; (2) the terms of this Addendum;
(3) the Agreement; and (4) the Company’s privacy policy. Any claims brought in connection with this Addendum
will be subject to the terms and conditions, including, but not limited to, the exclusions and limitations set forth
in the Agreement.
11. Execution of this Addendum. Company has pre-signed this Addendum, in the signature block below and in
each of the main body, and Exhibit B (as the “data importer”). To complete this Addendum, Customer must: (i)
complete the information requested in the signature block below and sign there, (ii) complete the information
requested of the “data exporter” on Exhibits B, and (iii) send the completed and signed Addendum to Company
by email to DPA@vertify.com. Upon receipt of the validly completed Addendum by Company at this email address,
this Addendum will become legally binding.
Customer Vertify, Inc.
Signature: Signature:
Customer Legal Name:
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Print Name: Print Name:
Title: Title:
Date: Date:
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Exhibit A
Details of Processing
Nature and Purpose of Processing: Company will process Customer’s Personal Data as necessary to provide the
Services under the Agreement, for the purposes specified in the Agreement and this Addendum, and in
accordance with Customer’s instructions as set forth in this Addendum.
Duration of Processing: Company will process Customer’s Personal Data as long as required (i) to provide the
Services to Customer under the Agreement; (ii) for Company’s legitimate business needs; or (iii) by applicable
law or regulation. Customer Account Data and Customer Usage Data will be processed and stored as set forth in
Company’s privacy policy.
Categories of Data Subjects: Customer end-users/customers and employees or other representatives.
Categories of Personal Data: Company processes Personal Data contained in Customer Account Data, Customer
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 Company in order to provide the
Services or as otherwise set forth in the Agreement or this Addendum. Categories of Personal Data include:
name, location, email address, phone number, employer information, IP address, user identifiers, passwords,
integration configuration, cookies address, occupation, and title.
Sensitive Data or Special Categories of Data: None
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Exhibit B
The following includes the information required by Annex I and Annex III of the EU SCCs, and Appendix 1 of the
UK SCCs.
1. The Parties
Data exporter(s): [Identity and contact details of the data exporter(s) and, where applicable, of its/their
data protection officer and/or representative in the European Union]
Name:
Address:
Contact person’s name, position and contact details:
Activities relevant to the data transferred under these Clauses:
Signature and date:
Role (controller/processor):
Data importer(s):
Name: Vertify, Inc.
Address: 411 Monroe St., Suite 40, Austin, TX 78704
Contact person’s name, position and contact details: David Perdue, Chief Technology Officer
Activities relevant to the data transferred under these Clauses: Processing Personal Data
Signature and date: ... 10/1/2023
Role (controller/processor):
2. Description of the Transfer
Data Subjects As described in Exhibit A of the Addendum
Categories of Personal Data As described in Exhibit A of the Addendum
Special Category Personal Data As described in Exhibit A of the Addendum
(if applicable)
Nature of the Processing
• Receiving data, including collection, accessing, retrieval, recording,
and data entry
• Holding data, including storage, organization and structuring
• Using data, including analysis, consultation, testing, automated
decision making and profiling
• Updating data, including correcting, adaptation, alteration,
alignment and combination
• Protecting data, including restricting, encrypting, and security testing
• Sharing data, including disclosure, dissemination, allowing access or
otherwise making available
• Returning data to the data exporter or data subject, erasing data,
including destruction and deletion.
Purposes of Processing To provide the Services pursuant to the Agreement
Duration of Processing and During the term of the Agreement
Retention (or the criteria to
determine such period)
Frequency of the transfer As necessary to perform the Services under the Agreement
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Recipients of Personal Data Company will maintain and provide a list of its Subprocessors upon request.
Transferred to the Data
Importer
3. Competent Supervisory Authority
The supervisory authority shall be the supervisory authority of the Data Exporter, as determined in accordance
with Clause 13 of the EU SCCs. The supervisory authority for the purposes of the UK Addendum shall be the UK
Information Commissioner’s Officer.
4. List of Authorized Sub-Processors
Name of Description of Country in which
Authorized Sub- processing subprocessing will
Processor take place
Amazon Web Cloud hosting United States
Services services
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Exhibit C
Description of the Technical and Organisational Security Measures implemented by the Data Importer
The following includes the information required by Annex II of the EU SCCs and Appendix 2 of the UK SCCs.
Technical and Organizational Security Measure Details
Measures of encryption of personal data All data is encrypted in motion and at rest.
Measures for ensuring ongoing confidentiality, All data is backed up nightly to a secure location.
integrity, availability and resilience of processing Processing systems and services are redundant and
systems and services can be replicated and functioning in a new geography
in less than 90 minutes.
Measures for ensuring the ability to restore the Processing systems and services are redundant and
availability and access to personal data in a timely can be replicated and functioning in a new geography
manner in the event of a physical or technical in less than 90 minutes.
incident
Processes for regularly testing, assessing and We do monthly security analysis with a third-party
evaluating the effectiveness of technical and security firm.
organizational measures in order to ensure the
security of the processing All configuration and source code changes are
reviewed and tested in a pre-production
environment.
Measures for user identification and authorization Access to application is username/password. Access
to systems is secured by VPN and
username/password. Monthly review of accounts to
ensure correct levels of access.
Measures for the protection of data during All data in transit is TLS encrypted.
transmission
Measures for the protection of data during storage Encryption at rest uses the industry standard AES-256
algorithm
Measures for ensuring physical security of locations All physical security is handled by Amazon Web
at which personal data are processed Services
Measures for ensuring events logging All application and operating system logs are
captured and stored for analysis.
Measures for ensuring system We use industry standard practices for provisioning
configuration, including default and updating configurations. All configurations go
configuration through review.
Measures for internal IT and IT security governance Security responsibility resides with the CTO. We have
and management policies and procedures developed and reviewed
annually with a third-party security firm.
Measures for certification/assurance of Policies and procedures are developed and reviewed
processes and products annually with a third-party security firm.
Products go through rigorous review and testing
before being promoted to production.
Measures for ensuring data minimisation We have a standard data model that defines the
minimum data needed to perform the functions of
the product. We only collect the data necessary for
the data model.
Measures for ensuring data quality Product changes go through rigorous review and
testing, with an emphasis on data quality, before
being promoted to production.
Measures for ensuring limited data retention The data necessary for the product is kept for the
duration of the agreement. At agreement end we
have customer offboarding processes that ensure
customer data is disposed.
Measures for ensuring accountability Policies and procedures are developed and reviewed
annually with a third-party security firm. All
employees review and agree to all policies at hire and
again when there are changes made.
Measures for allowing data portability and ensuring The data necessary for the product is kept for the
erasure duration of the agreement. At agreement end we
have customer offboarding processes that ensure
customer data is disposed.
By policy, all data resides and stays in our virtual
private cloud.
Technical and organizational measures of sub- We have agreements with our current data sub-
processors processor (AWS). Any future data sub-processors will
be required to have similar agreements.
GDSVF&H\7663190.3
Exhibit D
UK Addendum
International Data Transfer Addendum to the EU Commission Standard Contractual Clauses
Part 1: Tables
Table 1: Parties
Start Date This UK Addendum shall have the same effective date as the DPA
The Parties Exporter Importer
Parties’ Details Customer Company
Key Contact See Exhibit B of this DPA See Exhibit B of this DPA
Table 2: Selected SCCs, Modules and Selected Clauses
EU SCCs The Version of the Approved EU SCCs which this UK Addendum is appended to as defined in
the DPA and completed by Section 6.2 and 6.3 of the DPA.
Table 3: Appendix Information
“Appendix Information” means the information which must be provided for the selected modules as set out in the
Appendix of the Approved EU SCCs (other than the Parties), and which for this UK Addendum is set out in:
Annex 1A: List of Parties As per Table 1 above
Annex 2B: Description of Transfer See Exhibit B of this DPA
Annex II: Technical and organisational measures including See Exhibit C of this DPA
technical and organisational measures to ensure the
security of the data:
Annex III: List of Sub processors (Modules 2 and 3 only): See Exhibit B of this DPA
Table 4: Ending this UK Addendum when the Approved UK Addendum Changes
Ending this UK Addendum when the Approved UK ☒ Importer
Addendum changes ☒ Exporter
☐ Neither Party
Entering into this UK Addendum:
1. Each party agrees to be bound by the terms and conditions set out in this UK Addendum, in exchange for the other
party also agreeing to be bound by this UK Addendum.
2. Although Annex 1A and Clause 7 of the Approved EU SCCs require signature by the Parties, for the purpose of
making ex-UK Transfers, the Parties may enter into this UK Addendum in any way that makes them legally binding
on the Parties and allows data subjects to enforce their rights as set out in this UK Addendum. Entering into this
UK Addendum will have the same effect as signing the Approved EU SCCs and any part of the Approved EU SCCs.
Interpretation of this UK Addendum
3. Where this UK Addendum uses terms that are defined in the Approved EU SCCs those terms shall have the same
meaning as in the Approved EU SCCs. In addition, the following terms have the following meanings:
UK Addendum means this International Data Transfer Addendum incorporating the EU SCCs, attached to the
DPA as Exhibit D.
EU SCCs means the version(s) of the Approved EU SCCs which this UK Addendum is appended to, as set
out in Table 2, including the Appendix Information
Appendix Information shall be as set out in Table 3
Appropriate means the standard of protection over the personal data and of data subjects’ rights, which is
Safeguards required by UK Data Protection Laws when you are making an ex-UK Transfer relying on standard
data protection clauses under Article 46(2)(d) UK GDPR.
Approved UK means the template Addendum issued by the ICO and laid before Parliament in accordance with
Addendum s119A of the Data Protection Act 2018 on 2 February 2022, as may be revised under Section 18
of the UK Addendum.
Approved EU SCCs means the standard contractual clauses approved by the European Commission in Commission
Decision 2021/914 dated 4 June 2021, for transfers of personal data to countries not otherwise
recognized as offering an adequate level of protection for personal data by the European
Commission (as amended and updated from time to time).
ICO means the Information Commissioner of the United Kingdom.
ex-UK Transfer shall have the same definition as set forth in the DPA .
UK means the United Kingdom of Great Britain and Northern Ireland
UK Data Protection means all laws relating to data protection, the processing of personal data, privacy and/or
Laws electronic communications in force from time to time in the UK, including the UK GDPR and the
Data Protection Act 2018.
UK GDPR shall have the definition set forth in the DPA.
4. The UK Addendum must always be interpreted in a manner that is consistent with UK Data Protection Laws and
so that it fulfils the Parties’ obligation to provide the Appropriate Safeguards.
5. If the provisions included in the UK Addendum amend the Approved EU SCCs in any way which is not permitted
under the Approved EU SCCs or the Approved UK Addendum, such amendment(s) will not be incorporated in the
UK Addendum and the equivalent provision of the Approved EU SCCs will take their place.
6. If there is any inconsistency or conflict between UK Data Protection Laws and the UK Addendum, UK Data
Protection Laws applies.
7. If the meaning of the UK Addendum is unclear or there is more than one meaning, the meaning which most closely
aligns with UK Data Protection Laws applies.
8. Any references to legislation (or specific provisions of legislation) means that legislation (or specific provision) as
it may change over time. This includes where that legislation (or specific provision) has been consolidated, re-
enacted and/or replaced after the UK Addendum has been entered into.
Hierarchy
9. Although Clause 5 of the Approved EU SCCs sets out that the Approved EU SCCs prevail over all related agreements
between the parties, the parties agree that, for ex-UK Transfers, the hierarchy in Section 10 below will prevail.
GDSVF&H\7663190.3
10. Where there is any inconsistency or conflict between the Approved UK Addendum and the EU SCCs (as applicable),
the Approved UK Addendum overrides the EU SCCs, except where (and in so far as) the inconsistent or conflicting
terms of the EU SCCs provides greater protection for data subjects, in which case those terms will override the
Approved UK Addendum.
11. Where this UK Addendum incorporates EU SCCs which have been entered into to protect ex-EU Transfers subject
to the GDPR, then the parties acknowledge that nothing in the UK Addendum impacts those EU SCCs.
Incorporation and Changes to the EU SCCs:
12. This UK Addendum incorporates the EU SCCs which are amended to the extent necessary so that:
a) together they operate for data transfers made by the data exporter to the data importer, to the extent that
UK Data Protection Laws apply to the data exporter’s processing when making that data transfer, and they
provide Appropriate Safeguards for those data transfers;
b) Sections 9 to 11 above override Clause 5 (Hierarchy) of the EU SCCs; and
c) the UK Addendum (including the EU SCCs incorporated into it) is (1) governed by the laws of England and
Wales and (2) any dispute arising from it is resolved by the courts of England and Wales.
13. Unless the parties have agreed alternative amendments which meet the requirements of Section 12 of this UK
Addendum, the provisions of Section 15 of this UK Addendum will apply.
14. No amendments to the Approved EU SCCs other than to meet the requirements of Section 12 of this UK Addendum
may be made.
15. The following amendments to the EU SCCs (for the purpose of Section 12 of this UK Addendum) are made:
a) References to the “Clauses” means this UK Addendum, incorporating the EU SCCs;
b) In Clause 2, delete the words: “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”,
c) Clause 6 (Description of the transfer(s)) is replaced with: “The details of the transfers(s) and in particular
the categories of personal data that are transferred and the purpose(s) for which they are transferred) are
those specified in Annex I.B where UK Data Protection Laws apply to the data exporter’s processing when
making that transfer.”;
d) Clause 8.7(i) of Module 1 is replaced with: “it is to a country benefitting from adequacy regulations pursuant
to Section 17A of the UK GDPR that covers the onward transfer”;
e) Clause 8.8(i) of Modules 2 and 3 is replaced with: “the onward transfer is to a country benefitting from
adequacy regulations pursuant to Section 17A of the UK GDPR that covers the onward transfer;”
f) References to “Regulation (EU) 2016/679”, “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)” and “that Regulation”
are all replaced by “UK Data Protection Laws”. References to specific Article(s) of “Regulation (EU)
2016/679” are replaced with the equivalent Article or Section of UK Data Protection Laws;
g) References to Regulation (EU) 2018/1725 are removed;
h) References to the “European Union”, “Union”, “EU”, “EU Member State”, “Member State” and “EU or
Member State” are all replaced with the “UK”;
GDSVF&H\7663190.3
i) The reference to “Clause 12(c)(i)” at Clause 10(b)(i) of Module one, is replaced with “Clause 11(c)(i)”;
j) Clause 13(a) and Part C of Annex I are not used;
k) The “competent supervisory authority” and “supervisory authority” are both replaced with the
“Information Commissioner”;
l) In Clause 16(e), subsection (i) is replaced with: “the Secretary of State makes regulations pursuant to Section
17A of the Data Protection Act 2018 that cover the transfer of personal data to which these clauses apply;”;
m) Clause 17 is replaced with: “These Clauses are governed by the laws of England and Wales”
n) Clause 18 is replaced with: “Any dispute arising from these Clauses shall be resolved by the courts of
England and Wales.” A data subject may also bring legal proceedings against the data exporter and/or data
importer before the courts of any country in the UK. The parties agree to submit themselves to the
jurisdiction of such courts.”; and
o) The footnotes to the Approved EU SCCs do not form part of the UK Addendum, except for footnotes 8, 9,
10 and 11.
Amendments to the UK Addendum
16. The parties may agree to change Clauses 17 and/or 18 of the EU SCCs to refer to the laws and/or courts of Scotland
and Northern Ireland.
17. If the parties wish to change the format of the information included in Part 1: Tables of the Approved UK
Addendum, they may do so by agreeing to the change in writing, provided that the change does not reduce the
Appropriate Safeguards.
18. From time to time, the ICO may issue a revised Approved UK Addendum which:
a) makes reasonable and proportionate changes to the Approved UK Addendum, including correcting errors
in the Approved UK Addendum; and/or
b) reflects changes to UK Data Protection Laws;
The revised Approved UK Addendum will specify the start date from which the changes to the Approved UK
Addendum are effective and whether the parties need to review this UK Addendum including the Appendix
Information. This UK Addendum is automatically amended as set out in the revised Approved UK Addendum from
the start date specified.
19. If the ICO issues a revised Approved UK Addendum under Section 18 of this UK Addendum, if a party will as a direct
result of the changes in the Approved UK Addendum have a substantial, disproportionate and demonstrable
increase in:
c) its direct costs of performing its obligations under the UK Addendum; and/or
d) its risk under the UK Addendum,
and in either case it has first taken reasonable steps to reduce those costs or risks so that it is not substantial and
disproportionate, then that party may end this UK Addendum at the end of a reasonable notice period, by
providing written notice for that period to the other party before the start date of the revised Approved UK
Addendum.
20. The parties do not need the consent of any third party to make changes to this UK Addendum, but any
changes must be made in accordance with its terms.
GDSVF&H\7663190.3
Exhibit E
United States Privacy Law Exhibit
This United States Privacy Law Exhibit (“Exhibit”) supplements the DPA and includes additional information required by the
CCPA and the VCDPA, in each case, as updated, amended or replaced from time to time. Any terms not defined in this
Exhibit shall have the meanings set forth in the DPA and/or the Agreement.
A. CALIFORNIA
1. Definitions
1.1 For purposes of this Section A, the terms “Business,” “Business Purpose,” “Commercial Purpose,” “Consumer,”
“Personal Information,” “Processing,” “Sell,” “Service Provider,” “Share,” and “Verifiable Consumer Request” shall have the
meanings set forth in the CCPA.
1.2 All references to “Personal Data,” “Controller,” “Processor,” and “Data Subject” in the DPA shall be deemed to be
references to “Personal Information,” “Business,” “Service Provider,” and “Consumer,” respectively, as defined in the CCPA.
2. Obligations
2.1 Except with respect to Company Account Data and Company Usage Data (as defined in the DPA), the parties
acknowledge and agree that Company is a Service Provider for the purposes of the CCPA (to the extent it applies) and
Company is receiving Personal Information from Customer in order to provide the Services pursuant to the Agreement, which
constitutes a Business Purpose.
2.2 Customer shall disclose Personal Information to Company only for the limited and specified purposes described in
Exhibit A to this DPA.
2.3 Company shall not Sell or Share Personal Information provided by Customer under the Agreement.
2.4 Company shall not retain, use, or disclose Personal Information provided by Customer pursuant to the Agreement
for any purpose, including a Commercial Purpose, other than as necessary for the specific purpose of performing the Services
for Customer pursuant to the Agreement, or as otherwise set forth in the Agreement or as permitted by the CCPA.
2.5 Company shall not retain, use, or disclose Personal Information provided by Customer pursuant to the Agreement
outside of the direct business relationship between Company and Customer, except where and to the extent permitted by
the CCPA.
2.6 Company shall notify Customer if it makes a determination that it can no longer meet its obligations under the CCPA.
2.7 Company will not combine Personal Information received from, or on behalf of, Customer with Personal Information
that it receives from, or on behalf of, another party, or that it collects from its own interaction with the Consumer.
2.8 Company shall comply with all obligations applicable to Service Providers under the CCPA, including by providing
Personal Information provided by Customer under the Agreement the level of privacy protection required by CCPA.
2.9 Company shall only engage a new sub-processor to assist Company in providing the Services to Customer under the
Agreement in accordance with Section 4.1 of the DPA, including, without limitation, by: (i) notifying Customer of such
engagement via the notification mechanism described in Section 4.1 of the DPA at least ten (10) days before enabling a new
Sub-Processor; and (ii) entering into a written contract with the sub-processor requiring sub-processor to observe all of the
applicable requirements set forth in the CCPA.
3. Consumer Rights
3.1 Company shall assist Customer in responding to Verifiable Consumer Requests to exercise the Consumer’s rights
under the CCPA as set forth in Section 7 of the DPA.
4. Audit Rights
4.1 To the extent required by CCPA, Company shall allow Customer to conduct inspections or audits in accordance with
Sections 8.3 and 8.4 of the DPA.
B. VIRGINIA
1. Definitions
1.1 For purposes of this Section B, the terms “Consumer,” “Controller,” “Personal data,” “Processing,” and “Processor”
shall have the meanings set forth in the VCDPA.
1.2 All references to “Data Subject” in this DPA shall be deemed to be references to “Consumer” as defined in the VCDPA.
2. Obligations
2.1 Except with respect to Company Account Data and Company Usage Data (as defined in the DPA), the parties
acknowledge and agree that Customer is a Controller and Company is a Processor for the purposes of the VCDPA (to extent
it applies).
2.2 The nature, purpose, and duration of Processing, as well as the types of Personal Data and categories of Consumers
are described in Exhibit A to this DPA.
2.3 Company shall adhere to Customer’s instructions with respect to the Processing of Customer Personal Data and shall
assist Customer in meeting its obligations under the VCDPA by:
2.3.1 Assisting Customer in responding to Consumer rights requests under the VCDPA as set forth in Section 7 of
the DPA;
2.3.2 Complying with Section 5 (“Security of Personal Data”) of the DPA with respect to Personal Data provided
by Customer;
2.3.3 In the event of a Personal Data Breach, providing information sufficient to enable Customer to meet its
obligations pursuant to Va. Code § 18.2-186.6; and
2.3.4 Providing information sufficient to enable Customer to conduct and document data protection assessments
to the extent required by VCDPA.
2.4 Company shall maintain the confidentiality of Personal Data provided by Customer and require that each person
Processing such Personal Data be subject to a duty of confidentiality with respect to such Processing;
2.5 Upon Customer’s written request, Company shall delete or return all Personal Data provided by Customer in
accordance with Section 2.4 of the DPA, unless retention of such Personal Data is required or authorized by law or the DPA
and/or Agreement.
2.6 In the event that Company engages a new sub-processor to assist Company in providing the Services to Customer
under the Agreement, Company shall enter into a written contract with the sub-processor requiring sub-processor to observe
all of the applicable requirements of a Processor set forth in the VCDPA.
3. Audit Rights
3.1 Upon Customer’s written request at reasonable intervals, Company shall, as set forth in Sections 8.3-8.4 of the DPA,
(i) make available to Customer all information in its possession that is reasonably necessary to demonstrate Company’s
compliance with its obligations under the VCDPA; and (ii) allow and cooperate with reasonable inspections or audits as
required under the VCDPA.
GDSVF&H\7663190.3