Data processing addendum

“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) is 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  Ketch, but has not signed its own Order Form with Ketch and is not a “Customer” as defined under this DPA. 

“CCPA” means the California Consumer Privacy Act, Cal. Civ. Code § 1798.100 et seq., as amended by the California  Privacy Rights Act, and its implementing regulations. 

“Controller” means the entity which determines the purposes and means of the Processing of Personal Data. 

“Customer” means the entity that executed the Agreement together with its Affiliates (for so long as they remain  Affiliates) which have signed Order Forms. 

“Customer Data” means what is defined in the Agreement as “Customer Data.”  

“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, Switzerland, the United Kingdom and the  United States and its states, applicable to the Processing of Personal Data under the Agreement as amended from  time to time. 

“Data Subject” means the identified or identifiable person to whom Personal Data relates. "Europe" means the European Union, the European Economic Area, Switzerland and the United Kingdom. 

“GDPR” means 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,  and repealing Directive 95/46/EC (General Data Protection Regulation), including as implemented or adopted under  the laws of the United Kingdom. 

“Ketch Group” means Ketch Kloud, Inc. and any of its Affiliates engaged in the Processing of Personal Data.

“Personal Data” means any information relating to (i) an identified or identifiable natural person and, (ii) an  identified or identifiable legal entity (where such information is protected similarly as Personal Data or personally  identifiable information under applicable Data Protection Laws and Regulations), where for each (i) or (ii), such data  is Customer Data. 

“Processing” or “Process” means any operation or set of operations which is performed upon Personal Data,  whether or not 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” 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. 

“Public Authority” means a government agency or law enforcement authority, including judicial authorities. 

“Standard Contractual Clauses” means Standard Contractual Clauses for the transfer of Personal Data to third  countries pursuant to Regulation (EU) 2016/679 of the European Parliament and the Council approved by European  Commission Implementing Decision (EU) 2021/914 of 4 June 2021, as currently set out at https://eur lex.europa.eu/eli/dec_impl/2021/914/oj. 

“Sub-processor” means any Processor engaged by Ketch or the Ketch Group.

2.1. Roles of the parties. The parties acknowledge and agree that with regard to the Processing of Personal Data,  Customer is a Controller or a Processor, Ketch is a Processor and that Ketch or members of the Ketch Group  will engage Sub-processors pursuant to the requirements set forth in section 5 “Sub-processors” below. 

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, including any applicable  requirement to provide notice to Data Subjects of the use of Ketch as Processor (including where the Customer  is a Processor, by ensuring that the ultimate Controller does so). 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 the accuracy, quality, and legality of Personal Data and the means  by which Customer acquired Personal Data. Customer specifically acknowledges and agrees that its use of the  Services will not violate the rights of any Data Subject, including those that have opted-out from sales or other  disclosures of Personal Data, to the extent applicable under Data Protection Laws and Regulations. 

2.3. Ketch’s Processing of Personal Data. Ketch shall treat Personal Data as Confidential Information and shall  Process Personal Data on behalf of and only in accordance with Customer’s documented instructions for the  following purposes: (i) Processing in accordance with the Agreement and applicable Order Form(s); (ii)  Processing initiated by Customer’s users in their use of the Services; and (iii) Processing to comply with other  documented reasonable instructions provided by Customer (e.g., via email) where such instructions are  consistent with the terms of the Agreement. 

2.4. Details of the Processing. The subject-matter of Processing of Personal Data by Ketch is the performance of the Services pursuant to the Agreement. The duration of the Processing, the nature and purpose of the Processing, the types of Personal Data and categories of Data Subjects Processed under this DPA are further specified in Schedule 2 (Description of Processing/Transfer) to this DPA.

Ketch shall, to the extent legally permitted, promptly notify Customer of any complaint,  dispute or request it has received from a Data Subject such as a Data Subject’s right of access, right to rectification,  restriction of Processing, erasure (“right to be forgotten”), data portability, object to the Processing, or its right not  to be subject to an automated individual decision making, each such request being a “Data Subject Request”.

Ketch shall not respond to a Data Subject Request itself, except that Customer authorizes Ketch to redirect the Data Subject  Request as necessary to allow Customer to respond directly. Taking into account the nature of the Processing, Ketch  shall assist Customer by appropriate technical and organizational measures, insofar as this is possible, for the  fulfilment of Customer’s obligation to respond to a Data Subject Request under Data Protection Laws and  Regulations. In addition, to the extent Customer, in its use of the Services, does not have the ability to address a  Data Subject Request, Ketch shall upon Customer’s request provide commercially reasonable efforts to assist  Customer in responding to such Data Subject Request, to the extent Ketch is legally permitted to do so and the  response to such Data Subject Request is required under Data Protection Laws and Regulations. To the extent legally  permitted, Customer shall be responsible for any costs arising from Ketch’s provision of such assistance.

4.1. Confidentiality. Ketch shall ensure that its personnel engaged in the Processing of Personal Data are informed  of the confidential nature of the Personal Data, have received appropriate training on their responsibilities and  have executed written confidentiality agreements. Ketch shall ensure that such confidentiality obligations  survive the termination of the personnel engagement. 

4.2. Reliability. Ketch shall take commercially reasonable steps to ensure the reliability of any Ketch personnel  engaged in the Processing of Personal Data. 

4.3. Limitation of Access. Ketch shall ensure that Ketch’s access to Personal Data is limited to those personnel  performing Services in accordance with the Agreement. 

5.1. Appointment of Sub-processors. Customer acknowledges and agrees that (a) Ketch’s Affiliates may be retained  as Sub-processors; and (b) Ketch and Ketch’s Affiliates respectively may engage third-party Sub-processors in  connection with the provision of the Services. Ketch or a Ketch Affiliate has entered into a written agreement  with each Sub-processor containing, in substance, data protection obligations no less protective than those in  the Agreement with respect to the protection of Customer Data to the extent applicable to the nature of the  Services provided by such Sub-processor. 

5.2. List of Current Sub-processors. A current list of Sub-processors for the Services, including the identities of those  Sub-processors and their country of location, may be found at https://www.ketch.com/subprocessors. 

5.3. Liability. Ketch shall be liable for the acts and omissions of its Sub-processors to the same extent Ketch would  be liable if performing the services of each Sub-processor directly under the terms of this DPA, unless otherwise  set forth in the Agreement. 

6.1. Controls for the Protection of Customer Data. Ketch shall maintain appropriate technical and organizational  measures 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, Customer Data), confidentiality and integrity of Customer Data. Ketch regularly monitors compliance with  these measures. Ketch will not materially decrease the overall security of the Services during a subscription  term. 

6.2. Audit. Ketch shall maintain an audit program to help ensure compliance with the obligations set out in this DPA  and shall make available to Customer information to demonstrate compliance with the obligations set out in  this DPA as set forth in this section 6.2. 

6.2.1. Third-party Certifications and Audits. Ketch has obtained the third-party certifications and audits for the  Services. Upon Customer’s written request at reasonable intervals, and subject to the confidentiality  obligations set forth in the Agreement, Ketch shall make available to Customer (or Customer’s Third-party 

Auditor - as defined below in section 6.2.4) information regarding Ketch’s compliance with the obligations  set forth in this DPA. Where Ketch has obtained ISO 27001 certifications and SSAE 18 Service Organization  Control (SOC) 2 reports for the Services, Ketch agrees to maintain these certifications or standards, or  appropriate and comparable successors thereof, for the duration of the Agreement. Upon request, Ketch  shall also provide a requesting Customer with a report and/or confirmation of Ketch's audits of third party  Sub-processors' compliance with the data protection controls set forth in this DPA and/or a report of third  party auditors' audits of third party Sub-processors that have been provided by those third-party Sub processors to Ketch, to the extent such reports or evidence may be shared with Customer (“Third-party  Sub-processor Audit Reports”). Customer acknowledges that (i) Third-party Sub-processor Audit Reports  shall be considered Confidential Information as well as confidential information of the third-party Sub 

processor and (ii) certain third-party Sub-processors to Ketch may require Customer to execute a non disclosure agreement with them in order to view a Third-party Sub-processor Audit Report. 

6.2.2. On-Site Audit. Customer may contact Ketch to request an on-site audit of Ketch’s Processing activities  covered by this DPA (“On-Site Audit”). An On-Site Audit may be conducted by Customer either itself or  through a Third-party Auditor (as defined below in section 6.2.4) selected by Customer when: 

(i) the information available pursuant to section “Third-party Certifications and Audits” is not sufficient  to demonstrate compliance with the obligations set out in this DPA and its Schedules; 

(ii) Customer has received a notice from Ketch of a Customer Data Incident; or 

(iii) such an audit is required by Data Protection Laws and Regulations or by Customer’s competent  supervisory authority. 

Any On-Site Audits will be limited to Customer Data Processing and storage facilities operated by Ketch or  any of Ketch’s Affiliates. Customer acknowledges that Ketch operates a multi-tenant cloud environment.  Accordingly, Ketch shall have the right to reasonably adapt the scope of any On-Site Audit to avoid or mitigate  risks with respect to, and including, service levels, availability, and confidentiality of other Ketch customers’  information. 

6.2.3. Reasonable Exercise of Rights. An On-Site Audit shall be conducted by Customer or its Third-party  Auditor: 

(i) acting reasonably, in good faith, and in a proportional manner, taking into account the nature and  complexity of the Services used by Customer; 

(ii) up to one time per year with at least three weeks’ advance written notice. If an emergency justifies a  shorter notice period, Ketch will use good faith efforts to accommodate the On-Site Audit request;  and 

(iii) during Ketch’s normal business hours, under reasonable duration and shall not unreasonably interfere  with Ketch’s day-to-day operations. 

Before any On-Site Audit commences, Customer and Ketch shall mutually agree upon the scope, timing, and  duration of the audit and the reimbursement rate for which Customer shall be responsible. All  reimbursement rates shall be reasonable, taking into account the resources expended by or on behalf of  Ketch. 

6.2.4. Third-party Auditor. A Third party Auditor means a third-party independent contractor that is not a  competitor of Ketch. An On-Site Audit can be conducted through a Third party Auditor if: 

(ii) prior to the On-Site Audit, the Third party Auditor enters into a non-disclosure agreement containing  confidentiality provisions no less protective than those set forth in the Agreement to protect Ketch’s  proprietary information; and

(iii) the costs of the Third party Auditor are at Customer’s expense. 

6.2.5. Findings. Customer must promptly provide Ketch with information regarding any non-compliance  discovered during the course of an On-Site Audit. 

6.3. Data Protection Impact Assessment. Upon Customer’s request, Ketch shall provide Customer with reasonable  cooperation and assistance needed to fulfil Customer’s obligation under Data Protection Laws and Regulations  to carry out a data protection impact assessment related to Customer’s use of the Services, to the extent  Customer does not otherwise have access to the relevant information, and to the extent such information is  available to Ketch. 

Ketch maintains security incident management policies and procedures and shall notify Customer without undue delay after becoming aware of the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Data, including Personal Data, transmitted, stored or otherwise Processed by Ketch or its Sub-processors of which Ketch becomes aware (a “Customer Data Incident”). Ketch shall make reasonable efforts to identify the cause of such Customer Data Incident and take such steps as Ketch deems necessary and reasonable to remediate the cause of such a Customer Data Incident to the extent the remediation is within Ketch’s reasonable control. The obligations herein shall not apply to incidents that are caused by Customer or Customer’s users

8.1. Ketch requirements. In its role as a Processor, Ketch shall maintain appropriate measures to protect Personal  Data in accordance with the requirements of Data Protection Laws and Regulations, including by implementing  appropriate technical and organizational safeguards to protect Personal Data against any interference that  goes beyond what is necessary in a democratic society to safeguard national security, defense and public  security. If Ketch receives a legally binding request to access Personal Data from a Public Authority, Ketch shall,  unless otherwise legally prohibited, promptly notify Customer including a summary of the nature of the  request. To the extent Ketch is prohibited by law from providing such notification, Ketch shall use commercially  reasonable efforts to obtain a waiver of the prohibition to enable Ketch to communicate as much information  as possible, as soon as possible. Further, Ketch shall challenge the request if, after careful assessment, it  concludes that there are reasonable grounds to consider that the request is unlawful. Ketch shall pursue  possibilities of appeal. When challenging a request, Ketch shall seek interim measures with a view to  suspending the effects of the request until the competent judicial authority has decided on its merits. It shall  not disclose the Personal Data requested until required to do so under the applicable procedural rules. Ketch  agrees it will provide the minimum amount of information permissible when responding to a request for  disclosure, based on a reasonable interpretation of the request. Ketch shall promptly notify Customer if Ketch  becomes aware of any direct access by a Public Authority to Personal Data and provide information available  to Ketch in this respect, to the extent permitted by law. For the avoidance of doubt, this DPA shall not require  Ketch to pursue action or inaction that could result in civil or criminal penalty for Ketch such as contempt of  court. 

8.2. Sub-processors requirements. Ketch shall ensure that Sub-processors involved in the Processing of Personal  Data are subject to the relevant commitments regarding Government Access Requests in the Standard  Contractual Clauses.

Ketch shall, upon Customer’s written request, promptly destroy or return any Personal Data after the end of the provision of Services, unless storage of the Personal Data is required by applicable law.

10.1.Contractual Relationship. The parties acknowledge and agree that, by executing the Agreement, Customer  enters into this DPA on behalf of itself and, as applicable, in the name and on behalf of its Authorized  Affiliates, thereby establishing a separate DPA between Ketch and each such Authorized Affiliate subject to  the provisions of the Agreement and this section 10 and section 11. Each Authorized Affiliate agrees to be  bound by the obligations under this DPA and, to the extent applicable, the Agreement. For the avoidance of  doubt, an Authorized Affiliate is not and does not become a party to the Agreement, and is a party only to  this DPA. All access to and use of the Services and Content by Authorized Affiliates must comply with the  terms and conditions of the Agreement and any violation of the terms and conditions of the Agreement by  an Authorized Affiliate shall be deemed a violation by Customer. 

10.2.Communication. The Customer that is the contracting party to the Agreement shall remain responsible for  coordinating all communication with Ketch under this DPA and be entitled to make and receive any  communication in relation to this DPA on behalf of its Authorized Affiliates. 

10.3.Rights of Authorized Affiliates. Where an Authorized Affiliate becomes a party to this DPA with Ketch, it shall  to the extent required under applicable Data Protection Laws and Regulations be entitled to exercise the rights  and seek remedies under this DPA, subject to the following: 

10.3.1. Except where applicable Data Protection Laws and Regulations require the Authorized Affiliate to  exercise a right or seek any remedy under this DPA against Ketch directly by itself, the parties agree that  (i) solely the Customer that is the contracting party to the Agreement shall exercise any such right or seek  any such remedy on behalf of the Authorized Affiliate, and (ii) the Customer that is the contracting party  to the Agreement shall exercise any such rights under this DPA, not separately for each Authorized  Affiliate individually, but in a combined manner for itself and all of its Authorized Affiliates together (as  set forth, for example, in section 10.3.2, below). 

10.3.2. The parties agree that the Customer that is the contracting party to the Agreement shall, when carrying  out an On-Site Audit of the procedures relevant to the protection of Personal Data, take all reasonable  measures to limit any impact on Ketch and its Sub-Processors by combining, to the extent reasonably  possible, several audit requests carried out on behalf of itself and all of its Authorized Affiliates in one  single audit. 

Each party’s and all of its Affiliates’ liability, taken together in the aggregate, arising out of or related to this DPA, and all DPAs between Authorized Affiliates and Ketch, whether in contract, tort or under any other theory of liability, is subject to the ‘Limitation of Liability’ section of the Agreement, and any reference in such section to the liability of a party means the aggregate liability of that party and all of its Affiliates under the Agreement and all DPAs together. For the avoidance of doubt, Ketch’s and its Affiliates’ total liability for all claims from Customer and all of its Authorized Affiliates arising out of or related to the Agreement and all DPAs shall apply in the aggregate for all claims under both the Agreement and all DPAs established under the Agreement, including by Customer and all Authorized Affiliates, and, in particular, shall not be understood to apply individually and severally to Customer and/or to any Authorized Affiliate that is a contractual party to any such DPA.

12.1.Definitions. For the purposes of this section 12 and Schedule 1 these terms shall be defined as follows: 

"EU C-to-P Transfer Clauses" means Standard Contractual Clauses sections I, II, III and IV (as applicable) to  the extent they reference Module Two (Controller-to-Processor).

"EU P-to-P Transfer Clauses" means Standard Contractual Clauses sections I, II III and IV (as applicable) to the  extent they reference Module Three (Processor-to-Processor). 

12.2.GDPR. Ketch will Process Personal Data in accordance with the GDPR requirements directly applicable to  Ketch’s provision of its Services. 

12.3.Customer Instructions. Ketch shall inform Customer immediately (i) if, in its opinion, an instruction from  Customer constitutes a breach of the GDPR and/or (ii) if Ketch is unable to follow Customer’s instructions for  the Processing of Personal Data. 

12.4. Transfer mechanisms for data transfers. If, in the performance of the Services, Personal Data that is subject to  the GDPR or any other law relating to the protection or privacy of individuals that applies in Europe is  transferred out of Europe to countries which do not ensure an adequate level of data protection within the  meaning of the Data Protection Laws and Regulations of Europe, the transfer mechanisms listed below shall  apply to such transfers and can be directly enforced by the parties to the extent such transfers are subject to  the Data Protection Laws and Regulations of Europe: 

● The EU C-to-P Transfer Clauses. Where Customer and/or its Authorized Affiliate is a Controller  and a data exporter of Personal Data and Ketch is a Processor and data importer in respect of that  Personal Data, then the parties shall comply with the EU C-to-P Transfer Clauses, subject to the  additional terms in section 1 of Schedule 1; and/or 

● The EU P-to-P Transfer Clauses. Where Customer and/or its Authorized Affiliate is a Processor  acting on behalf of a Controller and a data exporter of Personal Data and Ketch is a Processor and  data importer in respect of that Personal Data, the parties shall comply with the terms of the EU  P-to-P Transfer Clauses, subject to the additional terms in sections 1 and 2 of Schedule 1. 

12.5.Impact of local laws. As of the Effective Date, Ketch has no reason to believe that the laws and practices in any  third country of destination applicable to its Processing of the Personal Data, including any requirements to  disclose Personal Data or measures authorising access by a Public Authority, prevent Ketch from fulfilling its  obligations under this DPA. If Ketch reasonably believes that any existing or future enacted or enforceable laws  and practices in the third country of destination applicable to its Processing of the Personal Data ("Local Laws")  prevent it from fulfilling its obligations under this DPA, it shall promptly notify Customer. In such a case, Ketch  shall use reasonable efforts to make available to the affected Customer a change in the Services or recommend 

a commercially reasonable change to Customer’s configuration or use of the Services to facilitate compliance  with the Local Laws without unreasonably burdening Customer. If Ketch is unable to make available such  change promptly, Customer may terminate the applicable Order Form(s) and suspend the transfer of Personal  Data in respect only to those Services which cannot be provided by Ketch in accordance with the Local Laws by  providing written notice in accordance with the “Notices” section of the Agreement. Customer shall receive a  refund of any prepaid fees for the period following the effective date of termination for such terminated  Services. 

List of Schedules  

Schedule 1: Transfer Mechanisms for European Data Transfers  

Schedule 2: Description of Processing/Transfer

1. STANDARD CONTRACTUAL CLAUSES OPERATIVE PROVISIONS AND ADDITIONAL TERMS. For the purposes of the  EU C-to-P Transfer Clauses and the EU P-to-P Transfer Clauses, Customer is the data exporter and Ketch is the data  importer and the parties agree to the following. If and to the extent an Authorized Affiliate relies on the EU C-to-P  Transfer Clauses or the EU P-to-P Transfer Clauses for the transfer of Personal Data, any references to ‘Customer’ in  this Schedule, include such Authorized Affiliate. Where this section 1 does not explicitly mention EU C-to-P Transfer  Clauses or EU P-to-P Transfer Clauses it applies to both of them. 

1.1. Reference to the Standard Contractual Clauses. The relevant provisions contained in the Standard Contractual  Clauses are incorporated by reference and are an integral part of this DPA. The information required for the  purposes of the Appendix to the Standard Contractual Clauses are set out in Schedule 2. 

1.2. Docking clause. The option under clause 7 shall not apply. 

1.3. Instructions. This DPA and the Agreement are Customer’s complete and final documented instructions at the  time of signature of the Agreement to Ketch for the Processing of Personal Data. Any additional or alternate  instructions must be consistent with the terms of this DPA and the Agreement. For the purposes of clause  8.1(a), the instructions by Customer to Process Personal Data are set out in section 2.3 of this DPA and include  onward transfers to a third party located outside Europe for the purpose of the performance of the Services. 

1.4. Certification of Deletion. The parties agree that the certification of deletion of Personal Data that is described  in clause 8.5 and 16(d) of the Standard Contractual Clauses shall be provided by Ketch to Customer only upon  Customer's written request. 

1.5. Security of Processing. For the purposes of clause 8.6(a), Customer is solely responsible for making an  independent determination as to whether the technical and organisational measures Ketch employs meet  Customer’s requirements and agrees that (taking into account the state of the art, the costs of implementation,  and the nature, scope, context and purposes of the Processing of its Personal Data as well as the risks to  individuals) the security measures and policies implemented and maintained by Ketch provide a level of  security appropriate to the risk with respect to its Personal Data. For the purposes of clause 8.6(c), personal  data breaches will be handled in accordance with section 7 (Customer Data Incident Management and  Notification) of this DPA. 

1.6. Audits of the SCCs. The parties agree that the audits described in clause 8.9 of the Standard Contractual Clauses  shall be carried out in accordance with section 6.2 of this DPA. 

1.7. General authorisation for use of Sub-processors. Option 2 under clause 9 shall apply. For the purposes of  clause 9(a), Ketch has Customer’s general authorisation to engage Sub-processors in accordance with section  5 of this DPA. Ketch shall make available to Customer the current list of Sub-processors in accordance with  section 5.2 of this DPA. Where Ketch enters into the EU P-to-P Transfer Clauses with a Sub-processor in  connection with the provision of the Services, Customer hereby grants Ketch and Ketch’s Affiliates authority to  provide a general authorisation on Controller's behalf for the engagement of sub-processors by Sub-processors  engaged in the provision of the Services, as well as decision making and approval authority for the addition or  replacement of any such sub-processors. 

1.8. Notification of New Sub-processors and Objection Right for new Sub-processors. Pursuant to clause 9(a),  Customer acknowledges and expressly agrees that Ketch may engage new Sub-processors as described in  sections 5.2 and 5.3 of this DPA. Ketch shall inform Customer of any changes to Sub-processors following the  procedure provided for in section 5.2 of this DPA. 

1.9. Complaints - Redress. For the purposes of clause 11, and subject to section 3 of this DPA, Ketch shall inform  data subjects on its website of a contact point authorised to handle complaints. Ketch shall inform Customer if  it receives a complaint by, or a dispute from, a Data Subject with respect to Personal Data and shall without 

undue delay communicate the complaint or dispute to Customer. Ketch shall not otherwise have any obligation  to handle the request (unless otherwise agreed with Customer). The option under clause 11 shall not apply. 

1.10. Liability. Ketch's liability under clause 12(b) shall be limited to any damage caused by its Processing where  Ketch has not complied with its obligations under the GDPR specifically directed to Processors, or where it has  acted outside of or contrary to lawful instructions of Customer, as specified in Article 82 GDPR. 

1.11. Supervision. Clause 13 shall apply as follows: 

1.11.1. Where Customer is established in an EU Member State, the supervisory authority with responsibility  for ensuring compliance by Customer with Regulation (EU) 2016/679 as regards the data transfer shall act  as competent supervisory authority. 

1.11.2. Where Customer is not established in an EU Member State, but falls within the territorial scope of  application of Regulation (EU) 2016/679 in accordance with its Article 3(2) and has appointed a  representative pursuant to Article 27(1) of Regulation (EU) 2016/679, the supervisory authority of the  Member State in which the representative within the meaning of Article 27(1) of Regulation (EU)  2016/679 is established shall act as competent supervisory authority. 

1.11.3. Where Customer is not established in an EU Member State, but falls within the territorial scope of  application of Regulation (EU) 2016/679 in accordance with its Article 3(2) without however having to  appoint a representative pursuant to Article 27(2) of Regulation (EU) 2016/679, Commission nationale de  l'informatique et des libertés (CNIL) - 3 Place de Fontenoy, 75007 Paris, France shall act as competent  supervisory authority. 

1.11.4. Where Customer is established in the United Kingdom or falls within the territorial scope of application  of UK Data Protection Laws and Regulations, the Information Commissioner's Office shall act as  competent supervisory authority. 

1.11.5. Where Customer is established in Switzerland or falls within the territorial scope of application of Swiss  Data Protection Laws and Regulations, the Swiss Federal Data Protection and Information Commissioner  shall act as competent supervisory authority insofar as the relevant data transfer is governed by Swiss  Data Protection Laws and Regulations. 

1.12.Notification of Government Access Requests. For the purposes of clause 15(1)(a), Ketch shall notify Customer  (only) and not the Data Subject(s) in case of government access requests. Customer shall be solely responsible  for promptly notifying the Data Subject as necessary. 

1.13.Governing Law. The governing law for the purposes of clause 17 shall be the law that is designated in the  Governing Law section of the Agreement. If the Agreement is not governed by an EU Member State law, the  Standard Contractual Clauses will be governed by either (i) the laws of France; or (ii) where the Agreement is  governed by the laws of the United Kingdom, the laws of the United Kingdom. 

1.14.Choice of forum and jurisdiction. The courts under clause 18 shall be those designated in the applicable section  of the Agreement. If the Agreement does not designate an EU Member State court as having exclusive  jurisdiction to resolve any dispute or lawsuit arising out of or in connection with this Agreement, the parties  agree that the courts of either (i) France; or (ii) where the Agreement designates the United Kingdom as having  exclusive jurisdiction, the United Kingdom, shall have exclusive jurisdiction to resolve any dispute arising from  the Standard Contractual Clauses. For Data Subjects habitually resident in Switzerland, the courts of  Switzerland are an alternative place of jurisdiction in respect of disputes. 

1.15.Appendix. The Appendix shall be completed as follows: 

● The contents of section 1 of Schedule 2 shall form Annex I.A to the Standard Contractual Clauses ● The contents of sections 2 to 9 of Schedule 2 shall form Annex I.B to the Standard Contractual Clauses

● The contents of section 10 of Schedule 2 shall form Annex I.C to the Standard Contractual Clauses ● The contents of section 11 of Schedule 2 to this Exhibit shall form Annex II to the Standard Contractual  Clauses. 

1.16.Data Exports from the United Kingdom and Switzerland under the Standard Contractual Clauses. In case of  any transfers of Personal Data from the United Kingdom and/or transfers of Personal Data from Switzerland  subject exclusively to the Data Protection Laws and Regulations of Switzerland (“Swiss Data Protection Laws”),  (i) general and specific references in the Standard Contractual Clauses to GDPR or EU or Member State Law  shall have the same meaning as the equivalent reference in the Data Protection Laws and Regulations of the  United Kingdom (“UK Data Protection Laws”) or Swiss Data Protection Laws, as applicable; and (ii) any other  obligation in the Standard Contractual Clauses determined by the Member State in which the data exporter or  Data Subject is established shall refer to an obligation under UK Data Protection Laws or Swiss Data Protection Laws, as applicable. In respect of data transfers governed by Swiss Data Protection Laws, the Standard  Contractual Clauses also apply to the transfer of information relating to an identified or identifiable legal entity  where such information is protected similarly as Personal Data under Swiss Data Protection Laws until such  laws are amended to no longer apply to a legal entity. 

1.17.Conflict. The Standard Contractual Clauses are subject to this DPA and the additional safeguards set out  hereunder. The rights and obligations afforded by the Standard Contractual Clauses will be exercised in  accordance with this DPA, unless stated otherwise. In the event of any conflict or inconsistency between the  body of this DPA and the Standard Contractual Clauses, the Standard Contractual Clauses shall prevail. 

2. ADDITIONAL TERMS FOR THE EU P-TO-P TRANSFER CLAUSES 

For the purposes of the EU P-to-P Transfer Clauses (only), the parties agree the following. 

2.1. Instructions and notifications. For the purposes of clause 8.1(a), Customer hereby informs Ketch that it acts as  Processor under the instructions of the relevant Controller in respect of Personal Data. Customer warrants that  its Processing instructions as set out in the Agreement and this DPA, including its authorizations to Ketch for  the appointment of Sub-processors in accordance with this DPA, have been authorized by the relevant  Controller. Customer shall be solely responsible for forwarding any notifications received from Ketch to the  relevant Controller where appropriate. 

2.2. Security of Processing. For the purposes of clause 8.6(c) and (d), Ketch shall provide notification of a personal  data breach concerning Personal Data Processed by Ketch to Customer. 

2.3. Documentation and Compliance. For the purposes of clause 8.9, all enquiries from the relevant Controller shall  be provided to Ketch by Customer. If Ketch receives an enquiry directly from a Controller, it shall forward the  enquiry to Customer and Customer shall be solely responsible for responding to any such enquiry from the  relevant Controller where appropriate. 

2.4. Data Subject Rights. For the purposes of clause 10 and subject to section 3 of this DPA, Ketch shall notify  Customer about any request it has received directly from a Data Subject without obligation to handle it (unless  otherwise agreed), but shall not notify the relevant Controller. Customer shall be solely responsible for  cooperating with the relevant Controller in fulfilling the relevant obligations to respond to any such request.

1. LIST OF 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: Customer and its Authorized Affiliates. 

Address: 

Contact person’s name, position and contact details: 

Activities relevant to the data transferred under these clauses: Performance of the Services pursuant to the  Agreement. 

Signature and date:  

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Role: For the purposes of the EU C-to-P Transfer Clauses Customer and/or its Authorized Affiliate is a Controller.  For the purposes of the EU P-to-P Transfer Clauses Customer and/or its Authorized Affiliate is a Processor. 

Data importer(s): Identity and contact details of the data importer(s), including any contact person with  responsibility for data protection  

Name: Ketch Kloud, Inc. 

Address: 23 Geary St., San Francisco, CA 94108 

Contact person’s name, position and contact details: Vivek Vaidya, CTO; [email protected] 

Activities relevant to the data transferred under these clauses: Performance of the Services pursuant to the  Agreement. 

Signature and date:  

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Role: Processor 

2. CATEGORIES OF DATA SUBJECTS WHOSE PERSONAL DATA IS TRANSFERRED 

Customer may submit Personal Data to the Services, the extent of which is determined and controlled by Customer  in its sole discretion, and which may include, but is not limited to Personal Data relating to the following categories  of data subjects:

● Prospects, customers, business partners and vendors of Customer (who are natural persons) 

● Employees or contact persons of Customer’s prospects, customers, business partners and  vendors 

● Employees, agents, advisors, freelancers of Customer (who are natural persons) 

● Customer’s users authorized by Customer to use the Services 

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3. CATEGORIES OF PERSONAL DATA TRANSFERRED 

Customer may submit Personal Data to the Services, the extent of which is determined and controlled by Customer  in its sole discretion, and which may include, but is not limited to the following categories of Personal Data: 

● First and last name 

● Title 

● Position 

● Employer 

● Contact information (company, email, phone, physical business address) 

● ID data 

● Professional life data 

● Personal life data 

● Localisation data 

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4. SENSITIVE DATA TRANSFERRED (IF APPLICABLE) 

Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the  nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including  access only for staff having followed specialised training), keeping a record of access to the data, restrictions for  onward transfers or additional security measures: 

Data exporter may submit special categories of data to the Services, the extent of which is determined and controlled  by the data exporter in its sole discretion, and which is for the sake of clarity Personal Data with information revealing  racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade-union membership, and the  processing of genetic data, biometric data for the purpose of uniquely identifying a natural person, data concerning  health or data concerning a natural person’s sex life or sexual orientation. 

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5. FREQUENCY OF THE TRANSFER 

The frequency of the transfer (e.g., whether the data is transferred on a one-off or continuous basis): Continuous  basis depending on the use of the Services by Customer. 

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6. NATURE OF THE PROCESSING 

The nature of the Processing is the performance of the Services pursuant to the Agreement. 7. PURPOSE OF PROCESSING, THE DATA TRANSFER AND FURTHER PROCESSING 

Ketch will Process Personal Data as necessary to perform the Services pursuant to the Agreement, as further  instructed by Customer in its use of the Services.

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8. DURATION OF PROCESSING 

The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that  period: 

Subject to section 9 of the DPA, Ketch will Process Personal Data for the duration of the Agreement, unless otherwise  agreed upon in writing. 

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9. SUB-PROCESSOR TRANSFERS 

For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing: 

As per 7 above, the Sub-processor will Process Personal Data as necessary to perform the Services pursuant to the  Agreement. Subject to section 9 of this DPA, the Sub-processor will Process Personal Data for the duration of the  Agreement, unless otherwise agreed in writing. 

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10. COMPETENT SUPERVISORY AUTHORITY 

Identify the competent supervisory authority/ies in accordance with clause 13: 

● Where the data exporter is established in an EU Member State: The supervisory authority with  responsibility for ensuring compliance by the data exporter with Regulation (EU) 2016/679 as regards the  data transfer shall act as competent supervisory authority. 

● Where the data exporter is not established in an EU Member State, but falls within the territorial scope of  application of Regulation (EU) 2016/679 in accordance with its Article 3(2) and has appointed a  representative pursuant to Article 27(1) of Regulation (EU) 2016/679: The supervisory authority of the  Member State in which the representative within the meaning of Article 27(1) of Regulation (EU) 2016/679  is established shall act as the competent supervisory authority. 

● Where the data exporter is not established in an EU Member State, but falls within the territorial scope of  application of Regulation (EU) 2016/679 in accordance with its Article 3(2) without however having to  appoint a representative pursuant to Article 27(2) of Regulation (EU) 2016/679: Commission nationale de  l'informatique et des libertés (CNIL) - 3 Place de Fontenoy, 75007 Paris, France shall act as the competent  supervisory authority. 

● Where the data exporter is established in the United Kingdom or falls within the territorial scope of  application of UK Data Protection Laws and Regulations, the Information Commissioner's Office shall act  as the competent supervisory authority. 

● Where the data exporter is established in Switzerland or falls within the territorial scope of application of  Swiss Data Protection Laws and Regulations, the Swiss Federal Data Protection and Information  Commissioner shall act as competent supervisory authority insofar as the relevant data transfer is  governed by Swiss Data Protection Laws and Regulations. 

11. TECHNICAL AND ORGANISATIONAL MEASURES 

Data importer will maintain administrative, physical, and technical safeguards for protection of the security,  confidentiality and integrity of Personal Data uploaded to the Services. Data Importer will not materially decrease  the overall security of the Services during a subscription term. Data Subject Requests shall be handled in accordance  with section 3 of the DPA.

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