Catchpoint Data Processing Agreement

This Data Processing agreement (“DPA”), entered into by and between Catchpoint Systems, Inc. (“Catchpoint Systems”) and [CUSTOMER] (“Customer”) as of [DATE] (the “Effective Date”), is incorporated into the agreements between Catchpoint Systems and Customer pursuant to which Catchpoint Systems provides Services (as defined below) to Customer, referred to in this DPA as the “Agreements.”

1. Definitions. Unless otherwise defined herein, the following terms have the meanings set forth below:

1.1 “Customer Personal Data” means the Personal Data which Catchpoint Systems is processing as Processor on behalf of Customer in order to provide the Services.

1.2 “Data Subject” is the identified or identifiable natural person the Personal Data is relating to.

1.3 “Data Protection Laws” means the GDPR, UK GDPR and all Member State data protection laws and regulations, as applicable to the Processing of the Customer Personal data under this DPA.

1.4 “EU Standard Contractual Clauses” means the agreement set forth in Exhibit 3 as approved by the European Commission for the transfer of Personal Data to Processors established in third countries which do not ensure an adequate level of data protection and any subsequent changes approved by the European Commission with an official decision.

1.5 “GDPR” means the General Data Protection Regulation 2016/679.

1.6 “Personal Data” means any information relating to an identified or identifiable natural person (“Data Subject”), which information is subject to the GDPR, UK GDPR or the laws of non-EU EEA countries that have formally adopted the GDPR; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

1.7 “Personal Data Breach” means a suspected or actual breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data transmitted, stored or otherwise processed.

1.8 “Process” or “Processing” means any operation or set of operations which is performed on Personal Data or on sets of Personal Data, 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.

1.9 “Processor” means a natural or legal person, public authority, agency or other body which processes Personal Data on behalf of the data controller.

1.10 “Services” means the services provided by Catchpoint Systems as agreed in the Agreements.

1.11 “Subprocessor” means any subcontractor engaged by Catchpoint Systems for the Processing of Customer Personal Data.

1.12 “UK GDPR” means the United Kingdom (UK) General Data Protection Regulation, as retained in UK law by the European Union (Withdrawal) Act 2018 and renamed by the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2020 and the UK's Data Protection Act 2018.

2. Processing.

2.1 Appointment. This DPA applies if and to the extent Catchpoint Systems is Processing Customer Personal Data, where Customer is the Controller. Customer appoints Catchpoint Systems as Processor to process such Customer Personal Data. Customer is responsible for securing consent or other appropriate bases for the Processing of Customer Personal Data and for complying with applicable Data Protection laws.

2.2 Processing Details. Processing details are set forth below and in Exhibit 1: (i) the nature, purposes, and subject matter of the Processing; (ii) the duration of the Processing; (iii) categories of Data Subjects; and (iv) types of Customer Personal Data.

2.3 Instructions. Catchpoint Systems will Process Customer Personal Data for the sole purpose of providing the Services according to Customer’s written instructions. The initial scope of Customer’s instructions for the Processing of Customer Personal Data is defined by the Agreements including, in particular, this DPA. Customer may provide further instructions provided that Catchpoint may aggregate and anonymize such Data solely as it relates to the usage of the Services and may use such resulting de-identified data set for its internal business purposes. If Catchpoint Systems believes an instruction violates the Data Protection Laws, Catchpoint Systems will inform Customer without undue delay.

2.4 Single Point of Contact. Customer shall serve as a single point of contact for Catchpoint Systems. Similarly, Catchpoint Systems will serve as a single point of contact for Customer and is solely responsible for the internal coordination, review and submission of instructions or requests from Customer to any Subprocessors.

2.5 Compliance with Data Protection Laws. Catchpoint Systems will comply with all Data Protection Laws in respect of the Services applicable to Processors and is responsible for the lawfulness of Catchpoint Systems’ Processing of Customer Personal Data.

3. Privacy Management. Catchpoint Systems represents and warrants that it operates a comprehensive privacy program of at a minimum: (1) standards and processes intended to demonstrate that Catchpoint Systems’ products and services comply with applicable privacy laws, regulations and contractual obligations; and (2) processes for reviewing Catchpoint Systems’ standards and practices on an ongoing basis to ensure that they remain up to date. Catchpoint Systems shall ensure that all persons authorized to process the Customer’s Personal Data have committed themselves to confidentiality. Upon request, Catchpoint Systems shall provide evidence to Customer of such commitment.

4. Technical and Organizational Measures. Catchpoint Systems shall comply with all requirements relating to the security of processing Personal Data as required by applicable law. In particular, Catchpoint Systems shall implement and maintain appropriate technical and organizational measures ensuring a level of protection that is reasonable and sufficient in terms of the risks related to the processing and the nature of the Personal Data to be protected but at least, however, appropriate measures to comply with the Security Requirements for Services, which are attached to this Appendix as Exhibit 2. Upon request, Catchpoint Systems shall provide suitable evidence to Customer of compliance with these requirements.

5. Engagement of Subprocessors.

5.1 Consent. Customer grants general consent to the engagement of the subprocessors. Catchpoint Systems shall inform Customer thirty (30) days prior to commencing the subprocessing activities by such subprocessor, and Customer shall have thirty (30) days from the date of the notice to object to such subprocessor, such objection to not be unreasonably made. In the event the parties could not reach an agreeable resolution to Customer’s objection to the subprocessor, Customer shall have the right to terminate any existing Agreements with Catchpoint Systems; it being agreed between the parties that Catchpoint Systems’ subprocessors set out in Exhibit 1 are approved subprocessors.

5.2 Requirements. In case of any subprocessing (including by affiliates of Catchpoint Systems), Catchpoint Systems shall: (a) enter into a written contract with its approved Subprocessor which imposes the same or at least equivalent obligations on the Subprocessor as are imposed on Catchpoint Systems under this Agreement; such contract shall also include a description of the subcontracted data processing services, the right for Customer to exercise audit rights with the Subprocessor and the technical and organizational measures the Subprocessor has to implement in such a manner that the processing will meet the requirements of applicable law; (b) upon Customer’s request, provide Customer with access to the relevant contractual documents with the Subprocessor; (c) have the ability to adequately and regularly audit the Subprocessor with respect to compliance with these requirements and document the results of such audits; and (d) ensure an adequate level of data protection within the meaning of applicable data protection law for the Subprocessor engaged by Catchpoint Systems, if such adequate level of data protection is not already ensured by applicable law. Catchpoint Systems shall remain fully liable to Customer for the performance of the Subprocessor’s obligations.

6. Duties to Notify. Catchpoint Systems shall inform Customer in writing (email suffices) without undue delay but in any event not later than 24 hours after having become aware of violations of Catchpoint Systems’ contractual or statutory obligations or instructions issued by Customer, complaints or investigations of supervisory authorities, and incidents that result in an actual or potential infringement or breach of the Personal Data processed on Customer’s behalf by Catchpoint Systems or any Subprocessor (“Data Privacy Incident”). The written notification shall include the following: (1) the date of the Data Privacy Incident; (2) a description of the Data Privacy Incident; (3) the names of the persons whose Personal Data might possibly have been affected as well as a description of the type of the affected Personal Data; and (4) any additional information required by law. In case of any Data Privacy Incident, Catchpoint Systems shall refrain from making any regulatory filings or publishing any notifications relating to the Data Privacy Incident without Customer’s written authorization unless required by applicable law, and shall at its own expense: (i) thoroughly investigate the Data Privacy Incident; (ii) take appropriate measures to remedy the situation; and (iii) support Customer in fulfilling any statutory duties to inform affected persons or authorities in a timely and compliant manner.

7. Duties to Assist. Catchpoint Systems shall notify Customer without undue delay as to any requests from Data Subjects exercising their Data Subject rights (e.g. rectification, deletion and blocking of data) addressed directly to Catchpoint Systems regarding Customer Personal Data and shall assist Customer in responding to requests from such Data Subjects, as requested by Customer, or as otherwise required by applicable law. If Catchpoint Systems receives a request from a law enforcement or other governmental agency to disclose Customer Personal Data, Catchpoint Systems will direct the agency to contact Customer and promptly notify Customer of such requests or complaints unless prohibited by law. Unless required by law, Catchpoint Systems shall not respond to an agency request or complaint involving Customer Personal Data except with Customer’s written approval of the response.

8. International Data Transfers.

8.1 Transfers of Personal Data from EEA to third countries. By agreeing to this DPA, Catchpoint Systems is entering into the EU Standard Contractual Clauses with Customer as set out in Exhibit 3. If, and to the extent there are contradictions or inconsistencies between this DPA and the EU Standard Contractual Clauses, the provisions of the EU Standard Contractual Clauses shall prevail.

8.2 Transfers of Personal Data from the UK to third countries. Where Catchpoint Systems Processes Personal Data from the United Kingdom, such Processing shall for so long as it is lawfully permitted to rely on be performed in accordance with standard contractual clauses set forth in Exhibit 4 hereto for the transfer of Personal Data to Processors set out in the European Commission’s Decision 2010/87/EU (“Prior SCCs”), which Prior SCCs shall apply between Customer and Catchpoint Systems on the following basis: (i) Appendix I and II shall be deemed completed with the relevant information set out in Exhibit 1 and 2 to this DPA; (ii) references in the Prior SCCs to “the law of the Member State in which the data exporter is established” shall be deemed to mean “the laws of England and Wales”; and (iii) any other obligation in the Prior SCCs determined by the Member State in which the data exporter is established shall be deemed to refer to an obligation under UK GDPR. Where the Prior SCCs do not apply and the parties are lawfully permitted to rely on the EU Standard Contractual Clauses for transfers of Personal Data from the UK subject to completion of a UK Addendum as set forth in Exhibit 5 hereto to the EU Standard Contractual Clauses issued by the Information Commissioner’s Office under s.119A(1) of the Data Protection Act 2018 (“UK Addendum”), then the EU Standard Contractual Clauses, shall also apply to transfers of such Personal Data, subject to the provision that the UK Addendum shall be deemed executed between Catchpoint Systems and Customer, and the EU Standard Contractual Clauses shall be deemed amended as specified by the UK Addendum in respect of the transfer of such Personal Data. If neither the Prior SCCs or UK Addendum with EU Standard Contractual Clauses applies, then the parties shall cooperate in good faith to implement appropriate safeguards for transfers of such Personal Data as required or permitted by the UK Data Protection Laws without undue delay.

9. Audit Rights. Upon reasonable notice to Catchpoint Systems, not to be requested more than once per year, Customer may audit Catchpoint Systems’ compliance with its obligations hereunder. Catchpoint Systems will give Customer (or a third party authorized by Customer) access to any information reasonably requested by Customer to evaluate Catchpoint Systems’ compliance.

10. Violation of Privacy Rights. Notwithstanding any of the other provisions in the Agreement, Catchpoint Systems shall indemnify, defend, and hold harmless Customer from any claims from Data Subjects regarding Customer Personal Data arising from a breach of duty by Catchpoint Systems or its sub-processors.

11. Jurisdiction Specific Terms. To the extent Catchpoint Systems processes personal data originating from and protected by Data Protection Laws in one of the jurisdictions listed in Exhibit 6 below, then the terms specified in Exhibit 6 with respect to the applicable jurisdiction(s) (“Jurisdiction Specific Terms”) apply in addition to the terms of this DPA. In case of any conflict or ambiguity between the Jurisdiction Specific Terms and any other terms of this DPA, the applicable Jurisdiction Specific Terms will take precedence with respect to the applicable jurisdiction(s).

12. Expiration or Termination of Agreement. After termination or expiration of the Agreement, Catchpoint Systems shall, at Customer’s sole discretion, either return to Customer all Personal Data processed under the Agreement, or delete or destroy the Personal Data, including existing copies, in accordance with data privacy requirements and Customer’s instructions, except that Catchpoint Systems may retain one copy for legal, regulatory, or audit purposes. Catchpoint Systems shall certify its compliance with the foregoing. No further processing of Customer Personal Data is permitted.




IN WITNESS WHEREOF, duly authorized signatories of the parties have signed this Agreement.

CUSTOMER
By:______________________________
Name:___________________________
Title:____________________________
Date:____________________________

CATCHPOINT SYSTEMS, INC.
By:______________________________
Name:___________________________
Title:____________________________
Date:____________________________

The following are the details of the Personal Data Processing performed by Catchpoint Systems:

Customer agrees that the following service providers are authorized to Process Customer Personal Data (as Subprocessors) in accordance with the Agreement:

SECURITY POLICIES & MANAGEMENT
Catchpoint Systems shall ensure that its senior management assigns security responsibilities and reviews the implementation of security requirements through an organization-wide security policy (“Security Policy”). The Security Policy shall include a data classification policy, which shall protect Customer Confidential Information (collectively, “Customer Information”) with at least the same level of protection that Catchpoint Systems uses for similarly classified information. The Security Policy and related guidelines shall be communicated to all Catchpoint Systems employees and authorized subcontractors working on Customer projects. Catchpoint Systems shall conduct/review annual security risk assessments as part of its normal business operations and as part of its incident response process as described below, and shall modify its security related processes, procedures, and guidelines based on the findings in such security risk assessments.

Catchpoint Systems’ personnel, its subcontractors, and external service suppliers shall sign non-disclosure agreements with terms at least as restrictive as those contained in any Customer agreements with Catchpoint Systems, prior to 1) accessing environments where Customer projects are conducted; or 2) being given access to Customer Information. Catchpoint Systems shall ensure that there is an appropriate exit procedure for Catchpoint Systems personnel, which includes disabling of user access and returning of assets when terminating employment or ending the Customer project relationship.

TRAINING
Catchpoint Systems shall conduct security and privacy awareness training during employee induction and at least once per year thereafter to all existing employees and new hires working on Customer projects. Catchpoint Systems shall ensure that emphasis is given to the proper handling of Customer Information. Catchpoint Systems shall give advanced security and leak prevention training to any key people working with sensitive information and assets before the project starts (e.g. future technology, product information, consumer data, and financial data). Catchpoint Systems shall have a policy to define acceptable usage of Catchpoint Systems systems for e-mail, instant messaging, internet access, VOIP, wireless access, social media, etc.

SECURITY INCIDENT RESPONSE & BUSINESS CONTINUITY
Catchpoint Systems shall maintain a 24/7 security incident response plan (“Plan”) that complies with applicable laws and relevant industry standards, and represents and warrants that it complies with the Plan procedures. Catchpoint Systems shall notify Customer in accordance with the terms of the DPA in the event of a breach of security. In the event of a security incident, Catchpoint Systems shall have adequate workarounds solutions in place to deliver services as per business continuity requirements and any SLAs set forth in the Agreement.

PHYSICAL & IT SECURITY
Catchpoint Systems shall implement, maintain, and continuously improve reasonable and appropriate information security measures (which may include access controls, user credentialing, access logging and monitoring, penetration testing, hardening, patching, antivirus, IDS/IPS, strong password management policies, encryption in transit and at rest, etc.) to protect Customer Information against unauthorized or accidental access, use, disclosure, deletion, loss, or alteration in a manner that at a minimum meets applicable industry standards. Catchpoint Systems shall only store and process Customer Information in an environment in which the requisite security controls have been implemented. Catchpoint Systems shall ensure that IT infrastructure and networks are designed and managed to protect IT systems, information, users, and electronic communications. When transferring e-mail over the public internet, Catchpoint Systems shall endeavor to use end-to-end or gateway-to-gateway encryption (Transport Level Security or TLS.).

Catchpoint Systems’ remote access and remote work policies, practices, guidelines and restrictions shall be included in the Security Policy. Catchpoint Systems shall implement multi-factor authentication (at least 2 factors) for remote access to Customer resources. Catchpoint Systems shall ensure that all laptop hard disks and other devices containing Customer Information (e.g. USB-memory sticks, netbooks, smartphones, tablet computers, portable media players, etc.) and other removable/back up media containing Customer Information, use adequate full disk encryption. If the disks do not have full disk encryption, Catchpoint Systems shall ensure that prior to disposal or re-use, all media containing Customer Information shall be overwritten to prevent the unauthorized disclosure of information. When media cannot be erased with software based disk erasure, Catchpoint Systems shall destroy the media mechanically. In case destruction of the media is outsourced to an external supplier, Catchpoint Systems shall obtain a certificate of disposal.

Any cloud services for Customer Information need to be protected, i.e., stored encrypted at rest, transmitted from/to cloud service Catchpoint Systems over TLS, or other equivalent secure channels. Catchpoint Systems will not use, and will prevent its employees, contractors, and external service suppliers from using free, publicly available cloud storage and file sharing platforms, non-Catchpoint Systems-operated email, or other insecure means of processing Customer Information.

(a) The purpose of these standard contractual clauses is to ensure compliance with the requirements of 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) for the transfer of personal data to a third country.
(b) The Parties:
(i) the natural or legal person(s), public authority/ies, agency/ies or other body/ies (hereinafter ‘entity/ies’) transferring the personal data, as listed in Annex I.A (hereinafter each ‘data exporter’), and
(ii) the entity/ies in a third country receiving the personal data from the data exporter, directly or indirectly via another entity also Party to these Clauses, as listed in Annex I.A (hereinafter each ‘data importer’)
have agreed to these standard contractual clauses (hereinafter: ‘Clauses’).
(c) These Clauses apply with respect to the transfer of personal data as specified in Annex I.B.
(d) The Appendix to these Clauses containing the Annexes referred to therein forms an integral part of these Clauses.

8.1 Instructions

(a) The data importer shall process the personal data only on documented instructions from the data exporter. The data exporter may give such instructions throughout the duration of the contract.
(b) The data importer shall immediately inform the data exporter if it is unable to follow those instructions.

8.2 Purpose limitation

The data importer shall process the personal data only for the specific purpose(s) of the transfer, as set out in Annex I.B, unless on further instructions from the data exporter.

8.3 Transparency
On request, the data exporter shall make a copy of these Clauses, including the Appendix as completed by the Parties, available to the data subject free of charge. To the extent necessary to protect business secrets or other confidential information, including the measures described in Annex II and personal data, the data exporter may redact part of the text of the Appendix to these Clauses prior to sharing a copy, but shall provide a meaningful summary where the data subject would otherwise not be able to understand the its content or exercise his/her rights. On request, the Parties shall provide the data subject with the reasons for the redactions, to the extent possible without revealing the redacted information. This Clause is without prejudice to the obligations of the data exporter under Articles 13 and 14 of Regulation (EU) 2016/679.

8.4 Accuracy

If the data importer becomes aware that the personal data it has received is inaccurate, or has become outdated, it shall inform the data exporter without undue delay. In this case, the data importer shall cooperate with the data exporter to erase or rectify the data.

8.5 Duration of processing and erasure or return of data

Processing by the data importer shall only take place for the duration specified in Annex I.B. After the end of the provision of the processing services, the data importer shall, at the choice of the data exporter, delete all personal data processed on behalf of the data exporter and certify to the data exporter that it has done so, or return to the data exporter all personal data processed on its behalf and delete existing copies. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit return or deletion of the personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process it to the extent and for as long as required under that local law. This is without prejudice to Clause 14, in particular the requirement for the data importer under Clause 14(e) to notify the data exporter throughout the duration of the contract if it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under Clause 14(a).

8.6 Security of processing

(a) The data importer and, during transmission, also the data exporter shall implement appropriate technical and organisational measures to ensure the security of the data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access to that data (hereinafter ‘personal data breach’). In assessing the appropriate level of security, the Parties shall take due account of the state of the art, the costs of implementation, the nature, scope, context and purpose(s) of processing and the risks involved in the processing for the data subjects. The Parties shall in particular consider having recourse to encryption or pseudonymisation, including during transmission, where the purpose of processing can be fulfilled in that manner. In case of pseudonymisation, the additional information for attributing the personal data to a specific data subject shall, where possible, remain under the exclusive control of the data exporter. In complying with its obligations under this paragraph, the data importer shall at least implement the technical and organisational measures specified in Annex II. The data importer shall carry out regular checks to ensure that these measures continue to provide an appropriate level of security.
(b) The data importer shall grant access to the personal data to members of its personnel only to the extent strictly necessary for the implementation, management and monitoring of the contract. It shall ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
(c) In the event of a personal data breach concerning personal data processed by the data importer under these Clauses, the data importer shall take appropriate measures to address the breach, including measures to mitigate its adverse effects. The data importer shall also notify the data exporter without undue delay after having become aware of the breach. Such notification shall contain the details of a contact point where more information can be obtained, a description of the nature of the breach (including, where possible, categories and approximate number of data subjects and personal data records concerned), its likely consequences and the measures taken or proposed to address the breach including, where appropriate, measures to mitigate its possible adverse effects. Where, and in so far as, it is not possible to provide all information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay.
(d) The data importer shall cooperate with and assist the data exporter to enable the data exporter to comply with its obligations under Regulation (EU) 2016/679, in particular to notify the competent supervisory authority and the affected data subjects, taking into account the nature of processing and the information available to the data importer.

8.7 Sensitive data

Where the transfer involves personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person’s sex life or sexual orientation, or data relating to criminal convictions and offences (hereinafter ‘sensitive data’), the data importer shall apply the specific restrictions and/or additional safeguards described in Annex I.B.

8.8 Onward transfers

The data importer shall only disclose the personal data to a third party on documented instructions from the data exporter. In addition, the data may only be disclosed to a third party located outside the European Union (in the same country as the data importer or in another third country, hereinafter ‘onward transfer’) if the third party is or agrees to be bound by these Clauses, under the appropriate Module, or if:
(i) the onward transfer is to a country benefitting from an adequacy decision pursuant to Article 45 of Regulation (EU) 2016/679 that covers the onward transfer;
(ii) the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 Regulation of (EU) 2016/679 with respect to the processing in question;
(iii) the onward transfer is necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings; or
(iv) the onward transfer is necessary in order to protect the vital interests of the data subject or of another natural person.
Any onward transfer is subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose limitation.

8.9 Documentation and compliance

(a) The data importer shall promptly and adequately deal with enquiries from the data exporter that relate to the processing under these Clauses.
(b) The Parties shall be able to demonstrate compliance with these Clauses. In particular, the data importer shall keep appropriate documentation on the processing activities carried out on behalf of the data exporter.
(c) The data importer shall make available to the data exporter all information necessary to demonstrate compliance with the obligations set out in these Clauses and at the data exporter’s request, allow for and contribute to audits of the processing activities covered by these Clauses, at reasonable intervals or if there are indications of non-compliance. In deciding on a review or audit, the data exporter may take into account relevant certifications held by the data importer.
(d) The data exporter may choose to conduct the audit by itself or mandate an independent auditor. Audits may include inspections at the premises or physical facilities of the data importer and shall, where appropriate, be carried out with reasonable notice.
(e) The Parties shall make the information referred to in paragraphs (b) and (c), including the results of any audits, available to the competent supervisory authority on request.

(b) Where the data importer engages a sub-processor to carry out specific processing activities (on behalf of the data exporter), it shall do so by way of a written contract that provides for, in substance, the same data protection obligations as those binding the data importer under these Clauses, including in terms of third-party beneficiary rights for data subjects. The Parties agree that, by complying with this Clause, the data importer fulfils its obligations under Clause 8.8. The data importer shall ensure that the sub-processor complies with the obligations to which the data importer is subject pursuant to these Clauses.
(c) The data importer shall provide, at the data exporter’s request, a copy of such a sub-processor agreement and any subsequent amendments to the data exporter. To the extent necessary to protect business secrets or other confidential information, including personal data, the data importer may redact the text of the agreement prior to sharing a copy.
(d) The data importer shall remain fully responsible to the data exporter for the performance of the sub-processor’s obligations under its contract with the data importer. The data importer shall notify the data exporter of any failure by the sub-processor to fulfil its obligations under that contract.
(e) The data importer shall agree a third-party beneficiary clause with the sub-processor whereby – in the event the data importer has factually disappeared, ceased to exist in law or has become insolvent – the data exporter shall have the right to terminate the sub-processor contract and to instruct the sub-processor to erase or return the personal data.

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: The supervisory authority of one of the Member States in which the data subjects whose personal data is transferred under these Clauses in relation to the offering of goods or services to them, or whose behaviour is monitored, are located, as indicated in Annex I.C, shall act as competent supervisory authority.

(b) The data importer agrees to submit itself to the jurisdiction of and cooperate with the competent supervisory authority in any procedures aimed at ensuring compliance with these Clauses. In particular, the data importer agrees to respond to enquiries, submit to audits and comply with the measures adopted by the supervisory authority, including remedial and compensatory measures. It shall provide the supervisory authority with written confirmation that the necessary actions have been taken.

15.2 Review of legality and data minimisation

(a) The data importer agrees to review the legality of the request for disclosure, in particular whether it remains within the powers granted to the requesting public authority, and to challenge the request if, after careful assessment, it concludes that there are reasonable grounds to consider that the request is unlawful under the laws of the country of destination, applicable obligations under international law and principles of international comity. The data importer shall, under the same conditions, pursue possibilities of appeal. When challenging a request, the data importer 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. These requirements are without prejudice to the obligations of the data importer under Clause 14(e).
(b) The data importer agrees to document its legal assessment and any challenge to the request for disclosure and, to the extent permissible under the laws of the country of destination, make the documentation available to the data exporter. It shall also make it available to the competent supervisory authority on request.
(c) The data importer agrees to provide the minimum amount of information permissible when responding to a request for disclosure, based on a reasonable interpretation of the request.

A. LIST OF PARTIES

1. The data exporter is Customer.

Name: As set forth in the Agreement, DPA, and applicable Order into which these Clauses are incorporated.

Address: As set forth in the Agreement, DPA, and applicable Order into which these Clauses are incorporated.

Contact person’s name, position, and contact details: As set forth in the Agreement, DPA, and applicable Order into which these Clauses are incorporated.

Activities relevant to the data transferred under these Clauses: The data exporter is transferring Personal Data for purposes of receiving the Services from Catchpoint Systems and any other additional services subscribed to, or licensed by, the data exporter as set forth under the Agreement and applicable Order.

Signature and Date: _________

Role: Controller

2. The data importer is Catchpoint Systems, Inc.

Name: Catchpoint Systems, Inc., 228 Park Avenue South, PM 28080, New York, New York 10003.

Contact details: Email: Legal-dept@catchpoint.com

Activities relevant to the data transferred under these Clauses include the performance of Services by Catchpoint Systems for Customer.

Signature and Date: _________

Role: Processor

B. DESCRIPTION OF TRANSFER
Categories of data subjects whose personal data is transferred: Categories of data subjects whose personal data is transferred are set out in Exhibit 1 of this DPA.

Categories of personal data transferred: The categories of personal data transferred are set out in Exhibit 1 of this DPA.

Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved : None
The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis): The transfer happens on a continuous basis.
Nature of the processing: The personal data transferred will be subject to the basic Processing activities set out in Exhibit 1 of this DPA.

Purpose(s) of the data transfer and further processing: See Exhibit 1 of this DPA.
The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period: Data importer will retain Customer Personal Data as stipulated in the Agreement and DPA and agreed by the Parties.

For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing: As stipulated in the Agreement and this DPA, and agreed upon by the Parties, Subprocessors may Process Customer Personal Data in connection with the Services. See Section 5 of this DPA and Exhibit 1 of this DPA.

C. COMPETENT SUPERVISORY AUTHORITY
Identify the competent supervisory authority/ies in accordance with Clause 13: In accordance with Clause 13, the competent supervisory authority is located in the jurisdiction of the data exporter that entered into the Agreement.

The Technical and Organisational measures are set forth in Exhibit 2 to this DPA.

For the purposes of Article 26(2) of Directive 95/46/EC for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection

Name of the data exporting organisation:
Customer
…………………………………………………………… (the data exporter)

And

Name of the data exporting organisation(s):
Catchpoint Systems, Inc.
………………………………………………………………… (the data importer)

each a “party”; together “the parties”,

HAVE AGREED on the following Contractual Clauses (the Clauses) in order to adduce adequate safeguards with respect to the protection of privacy and fundamental rights and freedoms of individuals for the transfer by the data exporter to the data importer of the personal data specified in Appendix 1.

AGREE that references in the Clauses to Directive 95/46/EC shall be replaced by reference to the corresponding sections in the General Data Protection Regulation (EU) 2017/679 (GDPR) at the time the GDPR will become applicable and Directive 95/46/EC will be repealed.

For the purposes of the Clauses:
(a) 'personal data', 'special categories of data', 'process/processing', 'controller', 'processor', 'data subject' and 'supervisory authority' shall have the same meaning as in Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data
(b) 'the data exporter' means the controller who transfers the personal data;
(c) 'the data importer' means the processor who agrees to receive from the data exporter personal data intended for processing on his behalf after the transfer in accordance with his instructions and the terms of the Clauses and who is not subject to a third country's system ensuring adequate protection within the meaning of Article 25(1) of Directive 95/46/EC;
(d) 'the subprocessor' means any processor engaged by the data importer or by any other subprocessor of the data importer who agrees to receive from the data importer or from any other subprocessor of the data importer personal data exclusively intended for processing activities to be carried out on behalf of the data exporter after the transfer in accordance with his instructions, the terms of the Clauses and the terms of the written subcontract;

(e) 'the applicable data protection law' means the legislation protecting the fundamental rights and freedoms of individuals and, in particular, their right to privacy with respect to the processing of personal data applicable to a data controller in the Member State in which the data exporter is established;
(f) 'technical and organisational security measures' means those measures aimed at protecting personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing.

The details of the transfer and in particular the special categories of personal data where applicable are specified in Appendix 1 which forms an integral part of the Clauses.

1. The data subject can enforce against the data exporter this Clause, Clause 4(b) to (i), Clause 5(a) to (e), and
   (g) to (j), Clause 6(1) and (2), Clause 7, Clause 8(2), and Clauses 9 to 12 as third-party beneficiary.
2. The data subject can enforce against the data importer this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where the data exporter has factually disappeared or has ceased to exist in law unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law, as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity.
3. The data subject can enforce against the subprocessor this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity. Such third-party liability of the subprocessor shall be limited to its own processing operations under the Clauses.
4. The parties do not object to a data subject being represented by an association or other body if the data subject so expressly wishes and if permitted by national law.

The data exporter agrees and warrants:
(a) that the processing, including the transfer itself, of the personal data has been and will continue to be carried out in accordance with the relevant provisions of the applicable data protection law (and, where applicable, has been notified to the relevant authorities of the Member State where the data exporter is established) and does not violate the relevant provisions of that State;
(b) that it has instructed and throughout the duration of the personal data processing services will instruct the data importer to process the personal data transferred only on the data exporter's behalf and in accordance with the applicable data protection law and the Clauses;
(c) that the data importer will provide sufficient guarantees in respect of the technical and organisational security measures specified in Appendix 2 to this contract;
(d) that after assessment of the requirements of the applicable data protection law, the security measures are appropriate to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing, and that these measures ensure a level of security appropriate to the risks presented by the processing and the nature of the data to be protected having regard to the state of the art and the cost of their implementation;
(e) that it will ensure compliance with the security measures;

(f) that, if the transfer involves special categories of data, the data subject has been informed or will be informed before, or as soon as possible after, the transfer that its data could be transmitted to a third country not providing adequate protection within the meaning of Directive 95/46/EC;
(g) to forward any notification received from the data importer or any subprocessor pursuant to Clause 5(b) and Clause 8(3) to the data protection supervisory authority if the data exporter decides to continue the transfer or to lift the suspension;
(h) to make available to the data subjects upon request a copy of the Clauses, with the exception of Appendix 2, and a summary description of the security measures, as well as a copy of any contract for subprocessing services which has to be made in accordance with the Clauses, unless the Clauses or the contract contain commercial information, in which case it may remove such commercial information;
(i) that, in the event of subprocessing, the processing activity is carried out in accordance with Clause 11 by a subprocessor providing at least the same level of protection for the personal data and the rights of data subject as the data importer under the Clauses; and
(j) that it will ensure compliance with Clause 4(a) to (i).

The data importer agrees and warrants:
(a) to process the personal data only on behalf of the data exporter and in compliance with its instructions and the Clauses; if it cannot provide such compliance for whatever reasons, it agrees to inform promptly the data exporter of its inability to comply, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;
(b) that it has no reason to believe that the legislation applicable to it prevents it from fulfilling the instructions received from the data exporter and its obligations under the contract and that in the event of a change in this legislation which is likely to have a substantial adverse effect on the warranties and obligations provided by the Clauses, it will promptly notify the change to the data exporter as soon as it is aware, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;
(c) that it has implemented the technical and organisational security measures specified in Appendix 2 before processing the personal data transferred;
(d) that it will promptly notify the data exporter about:
(i) any legally binding request for disclosure of the personal data by a law enforcement authority unless otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation,
(ii) any accidental or unauthorised access, and
(iii) any request received directly from the data subjects without responding to that request, unless it has been otherwise authorised to do so;
(e) to deal promptly and properly with all inquiries from the data exporter relating to its processing of the personal data subject to the transfer and to abide by the advice of the supervisory authority with regard to the processing of the data transferred;
(f) at the request of the data exporter to submit its data processing facilities for audit of the processing activities covered by the Clauses which shall be carried out by the data exporter or an inspection body composed of independent members and in possession of the required professional qualifications bound by a duty of confidentiality, selected by the data exporter, where applicable, in agreement with the supervisory authority;
(g) to make available to the data subject upon request a copy of the Clauses, or any existing contract for subprocessing, unless the Clauses or contract contain commercial information, in which case it may remove such commercial information, with the exception of Appendix 2 which shall be replaced by a summary description of the security measures in those cases where the data subject is unable to obtain a copy from the data exporter;

(h) that, in the event of subprocessing, it has previously informed the data exporter and obtained its prior written consent;
(i) that the processing services by the subprocessor will be carried out in accordance with Clause 11;
(j) to send promptly a copy of any subprocessor agreement it concludes under the Clauses to the data exporter.

1. The parties agree that any data subject, who has suffered damage as a result of any breach of the obligations referred to in Clause 3 or in Clause 11 by any party or subprocessor is entitled to receive compensation from the data exporter for the damage suffered.

2. If a data subject is not able to bring a claim for compensation in accordance with paragraph 1 against the data exporter, arising out of a breach by the data importer or his subprocessor of any of their obligations referred to in Clause 3 or in Clause 11, because the data exporter has factually disappeared or ceased to exist in law or has become insolvent, the data importer agrees that the data subject may issue a claim against the data importer as if it were the data exporter, unless any successor entity has assumed the entire legal obligations of the data exporter by contract of by operation of law, in which case the data subject can enforce its rights against such entity.
   The data importer may not rely on a breach by a subprocessor of its obligations in order to avoid its own liabilities.

3. If a data subject is not able to bring a claim against the data exporter or the data importer referred to in paragraphs 1 and 2, arising out of a breach by the subprocessor of any of their obligations referred to in Clause 3 or in Clause 11 because both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, the subprocessor agrees that the data subject may issue a claim against the data subprocessor with regard to its own processing operations under the Clauses as if it were the data exporter or the data importer, unless any successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law, in which case the data subject can enforce its rights against such entity. The liability of the subprocessor shall be limited to its own processing operations under the Clauses.

1. The data importer agrees that if the data subject invokes against it third-party beneficiary rights and/or claims compensation for damages under the Clauses, the data importer will accept the decision of the data subject:
   (a) to refer the dispute to mediation, by an independent person or, where applicable, by the supervisory authority;
   (b) to refer the dispute to the courts in the Member State in which the data exporter is established.
2. The parties agree that the choice made by the data subject will not prejudice its substantive or procedural rights to seek remedies in accordance with other provisions of national or international law.

1. The data exporter agrees to deposit a copy of this contract with the supervisory authority if it so requests or if such deposit is required under the applicable data protection law.
2. The parties agree that the supervisory authority has the right to conduct an audit of the data importer, and of any subprocessor, which has the same scope and is subject to the same conditions as would apply to an audit of the data exporter under the applicable data protection law.
3. The data importer shall promptly inform the data exporter about the existence of legislation applicable to it or any subprocessor preventing the conduct of an audit of the data importer, or any subprocessor, pursuant to paragraph 2. In such a case the data exporter shall be entitled to take the measures foreseen in Clause 5 (b).

The Clauses shall be governed by the law of the Member State in which the data exporter is established.

The parties undertake not to vary or modify the Clauses. This does not preclude the parties from adding clauses on business related issues where required as long as they do not contradict the Clause.

1. The data importer shall not subcontract any of its processing operations performed on behalf of the data exporter under the Clauses without the prior written consent of the data exporter. Where the data importer subcontracts its obligations under the Clauses, with the consent of the data exporter, it shall do so only by way of a written agreement with the subprocessor which imposes the same obligations on the subprocessor as are imposed on the data importer under the Clauses. Where the subprocessor fails to fulfil its data protection obligations under such written agreement the data importer shall remain fully liable to the data exporter for the performance of the subprocessor's obligations under such agreement.
2. The prior written contract between the data importer and the subprocessor shall also provide for a third- party beneficiary clause as laid down in Clause 3 for cases where the data subject is not able to bring the claim for compensation referred to in paragraph 1 of Clause 6 against the data exporter or the data importer because they have factually disappeared or have ceased to exist in law or have become insolvent and no successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law. Such third-party liability of the subprocessor shall be limited to its own processing operations under the Clauses.
3. The provisions relating to data protection aspects for subprocessing of the contract referred to in paragraph 1 shall be governed by the law of the Member State in which the data exporter is established.
4. The data exporter shall keep a list of subprocessing agreements concluded under the Clauses and notified by the data importer pursuant to Clause 5 (j), which shall be updated at least once a year. The list shall be available to the data exporter's data protection supervisory authority.

1. The parties agree that on the termination of the provision of data processing services, the data importer and the subprocessor shall, at the choice of the data exporter, return all the personal data transferred and the copies thereof to the data exporter or shall destroy all the personal data and certify to the data exporter that it has done so, unless legislation imposed upon the data importer prevents it from returning or destroying all or part of the personal data transferred. In that case, the data importer warrants that it will guarantee the confidentiality of the personal data transferred and will not actively process the personal data transferred anymore.
2. The data importer and the subprocessor warrant that upon request of the data exporter and/or of the supervisory authority, it will submit its data processing facilities for an audit of the measures referred to in paragraph 1.

As set out in the DPA, Catchpoint Systems is entering into EU Standard Contractual Clauses on its own behalf.

The Member States may complete or specify, according to their national procedures, any additional necessary information to be contained in this Appendix
Data exporter

The data exporter is Customer.

Data importer
The data importer is Catchpoint Systems, Inc.

Data subjects
The personal data transferred concern the categories of data subjects set out in Exhibit 1 of this DPA.

Categories of data
The personal data transferred concern the categories of data set out in Exhibit 1 of this DPA.

Special categories of data (if appropriate)
None.

Processing operations
The personal data transferred will be subject to the basic processing activities set out in Exhibit 1 of this DPA.

Description of the technical and organisational security measures implemented by the data importer in accordance with Clauses 4(d) and 5(c) (or document/legislation attached):

The technical and organisational measures are set out in Exhibit 2 of the DPA.

Date of this Addendum:

1. This Addendum is effective from the same date as the Exhibit 3.

Background:

2. The Information Commissioner considers this Addendum provides appropriate safeguards for the purposes of
   transfers of personal data to a third country or an international organisation in reliance on Articles 46 of the UK
   GDPR and, with respect to data transfers from controllers to processors and/or processors to processors.

Interpretation of this Addendum

3. Where this Addendum uses terms that are defined in the Annex those terms shall have the same meaning as in the Annex. In addition, the following terms have the following meanings:

4. This Addendum shall be read and interpreted in the light of the provisions of UK Data Protection Laws, and so that it fulfils the intention for it to provide the appropriate safeguards as required by Article 46 GDPR.

5. This Addendum shall not be interpreted in a way that conflicts with rights and obligations provided for in UK Data Protection Laws.

6. 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 this Addendum has been entered into.

Hierarchy

7. In the event of a conflict or inconsistency between this Addendum and the provisions of the Clauses or other related agreements between the Parties, existing at the time this Addendum is agreed or entered into thereafter, the provisions which provide the most protection to data subjects shall prevail.

Incorporation of the Clauses

8. This Addendum incorporates the Clauses which are deemed to be amended to the extent necessary so they operate:

a. for 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 transfer; and

b. to provide appropriate safeguards for the transfers in accordance with Articles 46 of the UK GDPR Laws.

9. The amendments required by Section 7 above, include (without limitation):

a. References to the “Clauses” means this Addendum as it incorporates the Clauses.

b. 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”.

c. References to “Regulation (EU) 2016/679” or “that Regulation” are replaced by “UK Data Protection Laws” and
references to specific Article(s) of “Regulation (EU) 2016/679” are replaced with the equivalent Article or Section
of UK Data Protection Laws.

d. References to Regulation (EU) 2018/1725 are removed.

e. References to the “Union”, “EU” and “EU Member State” are all replaced with the “UK”.

f. Clause 13(a) and Part C of Annex II are not used; the “competent supervisory authority” is the Information
Commissioner.

g. Clause 17 is replaced to state “These Clauses are governed by the laws of England and Wales”.

h. Clause 18 is replaced to state:

“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.”

i. The footnotes to the Clauses do not form part of the Addendum.

Amendments to this Addendum

10. The Parties may agree to change Clause 17 and/or 18 to refer to the laws and/or courts of Scotland or Northern Ireland.

11. The Parties may amend this Addendum provided it maintains the appropriate safeguards required by Art 46 UK GDPR for the relevant transfer by incorporating the Clauses and making changes to them in accordance with Section 7 above.

Executing this Addendum

12. The Parties may enter into the Addendum (incorporating the Clauses) in any way that makes them legally binding on the Parties and allows data subjects to enforce their rights as set out in the Clauses. This includes (but is not limited to):

a. By adding this Addendum to the Clauses and including in the following above the signatures in Annex 1A:

“By signing we agree to be bound by the UK Addendum to the EU Commission Standard Contractual Clauses dated:” and add the date (where all transfers are under the Addendum)

“By signing we also agree to be bound by the UK Addendum to the EU Commission Standard Contractual Clauses
dated” and add the date (where there are transfers both under the Clauses and under the Addendum)
(or words to the same effect) and executing the Clauses; or

b. By amending the Clauses in accordance with this Addendum and executing those amended Clauses.

1. California

1.1 The definition of “Data Protection Laws” includes the California Consumer Privacy Act (CCPA).
1.2 The definition of “Personal Data” includes “Personal Information” as defined under Data Protection Laws.
1.3 The definition of “Data Subject” includes “Consumer” as defined under Data Protection Laws. Any Data Subject rights, as described in the DPA, apply to Consumer rights.
1.4 The definition of “controller” includes “Business” as defined under Data Protection Laws.
1.5 The definition of “Processor” includes “Service Provider” as defined under Data Protection Laws.
1.6 Catchpoint Systems will process, retain, use, and disclose personal data only as necessary to provide the Services under the Agreement, which constitutes a business purpose. Catchpoint Systems agrees not to sell Customer’s personal data or Customer end users’ personal data; retain, use, or disclose Customer’s personal data for any commercial purpose other than providing the Services; or retain, use, or disclose Customer’s personal data outside the scope of the Agreement. Catchpoint Systems understands its obligations under the Data Protection Laws and shall comply with the Data Protection Laws.
1.7 Catchpoint Systems certifies that its Subprocessors, as described in Exhibit 1 above, are Service Providers under Data Protection Laws, with whom Catchpoint Systems has entered into a written contract that includes terms substantially similar to this DPA. Catchpoint Systems conducts appropriate due diligence on its sub-processors.
1.8 Catchpoint Systems will implement and maintain the reasonable security procedures and practices. appropriate to the nature of the personal data it processes as set forth in this DPA including in Exhibit 2 above.