Attributy

DATA PROCESSING ADDENDUM

This Data Protection Addendum ("Addendum") supplements the Agreement between Customer and Attributy into which it is incorporated by reference ("Agreement").

I. Introduction

1. DEFINITIONS


Any capitalized term used but not defined in this Addendum has the meaning provided to it in the Agreement.


"Applicable Data Protection Law" refers to all laws and regulations applicable to Attributy's processing of personal data under the Agreement.

"controller" means the natural or legal person, public authority, agency, or other body that, alone or jointly with others, determines the purposes and means of processing personal data.

"Customer Account Data" means personal data that relates to Customer's relationship with Attributy, including the names or contact information of individuals authorized by Customer to access Customer's account and billing information of individuals that Customer has associated with its account. Customer Account Data also includes any data Attributy may need to collect for identity verification (including providing the MFA Services, as defined below, or as part of its legal obligation to retain Subscriber Records (as defined below).

"Customer Data" has the meaning given in the Agreement. Customer Data includes Customer Account Data, Customer Usage Data, Customer Content, and Sensitive Data, each defined in this Addendum.

"Customer Usage Data" means data processed by Attributy to transmit or exchange Customer Content, including data used to identify the source and destination of a communication, such as (a) individual data subjects' telephone numbers, data on the location of the device generated in the context of providing the Services, and the date, time, duration and the type of communication and (b) activity logs used to identify the source of Service requests, optimize and maintain the performance of the Services, and investigate and prevent system as "Multi-Factor Authentication Services" or "MFA

Services" means the provision of a portion of the Attributy Services under which Customer adds an additional factor for verification of Customer's end users' identity in connection with such end users' use of Customer's software applications or services.

"personal data" means any information relating to an identified or identifiable natural person ("data subject"). 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 one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

"Privacy Policy means the then-current privacy policy for the Services available at https://attributy.com/privacy.

"processor" means the entity which processes personal data on behalf of the controller.

"processing" (and "process") means any operation or set of operations performed on personal data or stages of personal data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure, or destruction.

"Security Incident" means a confirmed or reasonably suspected accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Data.

"Services" means, collectively, the Attributy Services.

"Standard Contractual Clauses" has the meaning outlined in Schedule 3 (Cross Border Transfer Mechanisms) of this Addendum.

"Subscriber Records means Customer Account Data containing proof of identification and proof of physical address necessary for Attributy to provide Customer or Custom end-users with phone numbers in certain countries ("telephone number assignments"). When required by law or regulation, Subscriber Records are shared with local telecommunications providers, which provide local connectivity services or local government authorities.

“Sub-processor” means processing by (a) Attributy on behalf of Customer where Customer itself acts in its role as a processor or (b) any third-party processor engaged by Attributy to process Customer Content in order to provide the Services to Customer. For the avoidance of doubt, telecommunication providers are not sub-processors.

"Third Party Request" means any request, correspondence, inquiry, or complaint from a data subject, regulatory authority, or third party.

"Attributy Services" means the products and services provided under an Attributy account tis are used by Customer, including, without limitation, products, and services that are on a trial basis or otherwise free of charge or (b) ordered by Customer under an Order Form. Services include products and services that provide both (x) platform services, including access to any application programming interface branded as "Attributy" ("Attributy API") and (y) where applicable, communications services used in connection with the Attributy APIs.

II. Controller and Processor

2. Relationship of the Parties.


2.1 Attributy as a Processor. The parties acknowledge and agree that concerning the processing of Customer Content, the Customer may act either as a controller or, processor and Attributy is a processor. Attributy will process Customer Content in accordance with Customer's instructions as outlined in Section 5 (Customer Instructions).

2.2 Attributy as a Controller of Customer Account Data. The parties acknowledge that, concerning the processing of Customer Account Data, the Customer is a controller, and Attributy is an independent controller, not a joint controller with the Customer. Attributy will process Customer Account Data as a controller (a) in order to manage the relationship with Customer; (b) carry out Attributy's core business operations, such as accounting and filing taxes; (c) in order to detect, prevent, or investigate security incidents, fraud, and other abuse or misuse of the Services; (d) identity verification; (e) to comply with Attributy's legal or regulatory obligation to retain Subscriber Data; and (f) as otherwise permitted under Applicable Data Protection Law and in accordance with this Addendum, the Agreement, and the Privacy Policy.

2.3 Attributy as a Controller of Customer Usage Data. The parties acknowledge that, with regard to the processing of Customer Usage Data, the Customer may act either as a controller or processor, and Attributy is an independent controller, not a joint controller with Customer. Attributy will process Customer Usage Data as a controller in order to carry out the necessary functions as a communications service provider, such as: (a) Attributy's accounting, tax, billing, audit, and compliance purposes; (b) to provide, optimize, and maintain the Services and platform and security; (c) to investigate fraud, spam, wrongful or unlawful use of the Services; (d) as required by applicable law or regulation; or (e) as otherwise permitted under Applicable Data Protection Law and in accordance with this Addendum, the Agreement, and the Privacy Policy.

3. Purpose Limitation. Attributy will process personal data in order to provide the Services in accordance with the Agreement. Schedule 1 (Details of Processing) of this Addendum further specifies the nature and purpose of the processing, the processing activities, the duration of the processing, the types of personal data and categories of data subjects.

4. Compliance. Customer is responsible for ensuring that (a)it has complied, and will continue to comply, with Applicable Data Protection Law in its use of the Services and its own processing of personal data and (b) it has, and will continue to have, the right to transfer, or provide access to, personal data to Attributy for processing in accordance with the terms of the Agreement and this Addendum.

III. Attributy as a Processor – Processing Customer Content

5. Customer Instructions. Customer appoints Attributy as a processor to process Customer Content on behalf of, and in accordance with, Customer's instructions (a) as set forth in the Agreement, this Addendum, and as otherwise necessary to provide the Services to Customer (which may include investigating security incidents and preventing spam or fraudulent activity, and detecting and preventing network exploits or abuse); (b) as necessary to comply with applicable law or regulation, including Applicable Data Protection Law; and (c) as otherwise agreed in writing between the parties ("Permitted Purposes").

5.1 Lawfulness of the customers. Customer will ensure that its instructions comply with Applicable Data Protection Law. Customer acknowledges that Attributy is neither responsible for determining which laws or regulations applicable to Customer's business nor whether Attributy's provision of the Services meets or will meet the requirements of such laws or regulations. Customer will ensure that Attributy's processing of Customer Content, when done in accordance with Customer's instructions, will not cause Attributy to violate any applicable law or regulation, including Applicable Data Protection Law. Attributy will inform Customer if it becomes aware, or reasonably believes, that Customer's instructions violate any applicable law or regulation, including Applicable Data Protection Law.

5.2 Additional Instructions. Additional instructions outside the scope of the Agreement or this Addendum will be agreed to between the parties in writing, including any additional fees that may be payable by Customer to Attributy for carrying out such further instructions.

6. Confidentiality.

6.1 Responding to Third Party Requests. In the event any Third Party Request is made directly to Attributy in connection with Attributy's processing of Customer Content, Attributy will promptly inform Customer and provide details of the same, to the extent legally permitted. Attributy will not respond to any Third Party Request, without Customer's prior consent, except as legally required to do so or to confirm that such Third Party Request relates to Customer.

6.2 Confidentiality Obligations of Attributy Personnel. Attributy will ensure that any person it authorizes to process Customer Content has agreed to protect personal data in accordance with Attributy's confidentiality obligations in the Agreement.

7. Sub-processors.

7.1 Authorization for the Customer. Customer provides a general authorization for Attributy to engage onward sub-processors that is conditioned on the following requirements:

(a) Attributy will sub-processors access to Customer Content only to what is strictly necessary to provide the Services, and Attributy will prohibit the sub-processor from processing the personal data for any other purpose.

(b) Attributy agrees to impose contractual data protection obligations, including appropriate technical and organizational measures to protect personal data, on any sub-processor it appoints that require such sub-processor to safeguard Customer Content to the standard required by Applicable Data Protection Law, including the requirements outlined in Schedule 4 (Jurisdiction Specific Terms) of this Addendum; and

(c) Attributy will remain liable for any breach of this Addendum that is caused by an act, error, or omission of its sub-processors.

7.2 Objection Right for the customer-processors. Customer may object to Attributy's appointment or replacement of a sub-processor prior to its appointment or replacement, provided such objection is in writing and based on reasonable grounds relating to data protection. In such an event, the commercially to discuss commercial affordable alternative solutions in good faith. If the parties cannot reach a resolution within ninety (90) days from the date of Attributy's receipt of Customer's written objection, Customer may discontinue the use of the affected Services by providing written notice to Attributy. Such discontinuation will be without prejudice to any fees incurred by the Customer prior to the discontinuation of the affected Services. If no objection has been raised prior to Attributy replacing or appointing a new sub-processor, Attributy will deem Customer to have authorized the new sub-processor.

8. Data Subject Rights.

8.1 Attributy Services. As part of the Attributy Customers, Attributy provides Customers with several self-service features, including the ability to delete, obtain a copy of customers of Customer Content. Customer may use this self-service to assist in complying with its obligations under Applicable Data Protection Law with respect to responding to requests from data subjects via the Attributy Services at no additional cost. In addition, upon Customer's request, Attributy will provide reasonable additional and timely assistance (at Customer's expense only if complying with the Customer's request will require Attributy to assign significant resources to that effort) to assist Customer in complying with its data protection obligations with respect to data subject rights under Applicable Data Protection Law.

9. Impact Assessments and Consultations. Attributy will provide reasonable cooperation to Customer in connection with any data protection impact assessment (at Customer's expense only if such reasonable cooperation will require Attributy to assign significant resources to that effort) or consultations with regulatory authorities that may be required in accordance with Applicable Data Protection Law.

10. Return or Deletion of Customer Content.Attributy will, in accordance with Section 3 (Duration of the Processing) of Schedule 1 (Details of Processing) of this Addendum, delete or return to Customer any Customer Content stored within the Services.

10.1 Extension of Addendum. Upon termination of the Agreement, Attributy may retain Customer Content in storage for the time periods outlined in Schedule 1 (Details of Processing) of this Addendum, provided that Attributy will ensure that Customer Content (a) is processed only as necessary for the Permitted Purposes and (b) remains protected in accordance with the terms of the Agreement, this Addendum, and Applicable Data Protection Law.

10.2 Retention Required by Law. Notwithstanding anything to the contrary in this Section 10, Attributy may retain Customer Content, or any portion of it, if required by applicable law or regulation, including Applicable Data Protection Law, provided such Customer Content remains protected in accordance with the terms of the Agreement, this Addendum, and Applicable Data Protection Law.

IV. Security and Audits

11. Security.

11.1 Security Measures. Attributy has implemented and will maintain the technical and organizational security measures as set forth in the Agreement. Additional information about Attributy's technical and organizational security measures to protect Customer Data is set forth in Schedule 2 (Technical and Organizational Security Measures).

11.2 Determination of Security Requirements. Customer acknowledges the Services include certain features and functionalities that Customer may elect to use which impact the security of Customer Data processed by Customer's use of the Services, such as, but not limited to, encryption of voice recordings, availability of multi-factor authentication on Customer's account, or optional TLS encryption. Customer is responsible for reviewing the information Attributy makes available regarding its data security, including its audit reports, and making an independent determination as to whether the Services meet the Customer's requirements and legal obligations, including its obligations under Applicable Data Protection Law. Customer is further responsible for properly configuring the Services and using features and functionalities made available by Attributy to maintain appropriate security in light of the nature of Customer Data processed as a result of Customer's use of the Services.

11.3 Security Incident Notification. Attributy will provide notification of a Security Incident in the following manner:

(a) Attributy will, to the extent permitted by applicable law, notify Customer without undue delay, but in no event later than seventy-two (72) hours after Attributy's discovery of a Security Incident impacting Customer Data of which Attributy is a processor;

(b) Attributy will, to the extent permitted and required by applicable law, notify Customer without undue delay of any Security Incident involving Customer Data of which Attributy is a controller; and

(c) Attributy will notify Customer of any Security Incident via email to the email address(es) designated by Customer in Customer's account.

Attributy will make reasonable efforts to identify a Security Incident, and to the extent a Security Incident is caused by Attributy's violation of this Addendum, remediate the cause of such Security Incident. Attributy will provide reasonable assistance to Customer in the event that Customer is required under Applicable Data Protection Law to notify a regulatory authority, or any data subjects impacted by a Security Incident.

12. Audits. The parties acknowledge that Customer must be able to assess Attributy's compliance with its obligations under Applicable Data Protection Law and this Addendum, insofar as Attributy is acting as a processor on behalf of Customer.

12.1 Attributy's Audit Program. Attributy uses external auditors to verify the adequacy of its security measures with respect to its processing of Customer Content. Such audits are performed at least once annually at Attributy's expense by independent third-party security professionals at Attributy's selection and result in the generation of a confidential audit report ("Audit Report"). A description of Attributy's certifications and standards for audit of the Attributy Services can be found at https://Attributy.com/security-overview.

12.2 Customer Audit. Upon Customer's request at reasonable intervals and subject to reasonable confidentiality controls, Attributy will make a copy of Attributy's most recent Audit Report available to Customer. Customer agrees that any audit rights granted by Applicable Data Protection Law will be satisfied by these Audit Reports. To the extent that Attributy's provision of an Audit Report does not provide sufficient information or Customer is required to respond to a regulatory authority audit, Customer agrees to a mutually agreed-upon audit plan with Attributy that: (a) ensures the use of an independent third party; (b) provides notice to Attributy in a timely fashion; (c) requests access only during business hours; (d) accepts billing to Customer at Attributy's then-current rates; (e) occurs no more than once annually; (f) restricts its findings to only data relevant to Customer; and (g) obligates Customer, to the extent permitted by law or regulation, to keep confidential any information gathered that, by its nature, should be confidential.

V. International customer Processing in the United States. Customer acknowledges that Attributy's primary processing facilities are in the United States of America as of the Effective Date.

14. Jurisdiction Specific Terms.To the extent Attributy processes personal data originating from and protected by Applicable Data Protection Law in one of the jurisdictions listed in Schedule 4 (Jurisdiction Specific Terms) of this Addendum, the terms specified in Schedule 4 with respect to the applicable jurisdiction(s) apply in addition to the terms of this Addendum.

15. Cross Border Data Transfer Mechanisms for Data Transfers.To the extent Customer's use of the Services requires an onward transfer mechanism to lawfully transfer personal data from a jurisdiction (i.e., the European Economic Area ("EEA"), the United Kingdom, Switzerland, or any other jurisdiction listed in Schedule 4 (Jurisdiction Specific Terms)) to Attributy located outside of that jurisdiction ("Transfer Mechanism"), the terms set forth in Schedule 3 (Cross Border Transfer Mechanisms) will apply.

VI. Miscellaneous

16. Cooperation and Data Subject Rights. In the event that either party receives (a) any request from a data subject to exercise any of its rights under Applicable Data Protection Law (including its rights of access, correction, objection, erasure, and data portability, as applicable) or (b) any Third Party Request relating to the processing of Customer Account Data or Customer Usage Data conducted by the other party, such party will promptly inform such other party in writing. The parties agree to cooperate, in good faith, as necessary to respond to any Third Party Request and fulfill their respective obligations under Applicable Data Protection Law.

17. Conflict. In the event of any conflict or inconsistency among the following documents, the order of precedence will be: (1) the applicable terms in Schedule 4 (Jurisdiction Specific Terms); (2) the terms of this Addendum outside of Schedule 4; (3) the Agreement; and (4) the Privacy Policy. Any claims brought in connection with this Addendum will be subject to the terms and conditions, including, but not limited to, the exclusions and limitations set forth in the Agreement.

18. Failure to Perform. In the event that changes in law or regulation render the performance of this Addendum impossible or commercially unreasonable, the parties may renegotiate this Addendum in good faith. If renegotiation would not cure the impossibility or the parties cannot reach an agreement, the parties may mutually agree to terminate the Agreement for convenience.

19. Updates. Attributy may update the terms of this Addendum from time to time; provided, however, Attributy will provide at least thirty (30) days prior written notice to Customer when an update is required as a result of (a) changes in Applicable Data Protection Law; (b) a merger, acquisition, or other similar transaction; or (c) the release of new products or services or material changes to any of the existing Services.

SCHEDULE 1

1. Nature and Purpose of the Processing. Attributy will process personal data as necessary to provide the Services under the Agreement. Attributy does not sell Customer's personal data or Customer end users' personal data and does not share such end users' information with third parties for compensation or for those third parties' own business interests.

1.1 Customer Content. Attributy will process Customer Content as a processor in accordance with Customer's instructions as set forth in Section 5 (Customer Instructions) of this Addendum.

1.2 Customer Account Data. Attributy will process Customer Account Data as a controller for the purposes outlined in Section 2.2 (Attributy as a Controller of Customer Account Data) of this Addendum.

1.3 Customer Usage Data. Attributy will process Customer Usage Data as a controller for the purposes outlined in Section 2.3 (Attributy as a Controller of Customer Usage Data) of this Addendum.

2. Processing Activities.

2.1 Customer Content. Personal data contained in Customer Content will be subject to the following basic processing activities:

For the Attributy Services, the provision of programmable communication products and services, primarily offered in the form of application programming interfaces (APIs), to Customer, including transmittal to or from Customer's software application from or to the publicly-switched telephone network (PSTN) or by way of other communications networks. Storage of personal data is on Attributy's network.

2.2 Customer Account Data. Personal data contained in Customer Account Data will be subject to the processing activities of providing the Services.

2.3 Customer Usage Data. Personal data contained in Customer Usage Data will be subject to the processing activities of providing the Attributy Services 3. Duration of the Processing. The period for which personal data will be retained and the criteria used to determine that period is as follows:

3.1 Customer Content.

Attributy Services. Prior to the termination of the Agreement, Attributy will process stored Customer Content for the Permitted Purposes until Customer elects to delete such Customer Content via the Attributy Services. Prior to the termination of the Agreement, Customer agrees that it is solely responsible for deleting Customer Content via the Attributy Services. Upon termination of the Agreement, Attributy will (i) provide Customer thirty (30) days after the termination effective date to obtain a copy of any stored Customer Content via the Attributy Services; (ii) automatically delete any stored Customer Content thirty (30) days after the termination effective date; and (iii) automatically backup any stored Customer Content on Attributy's backup systems sixty (60) days after the termination effective dB backup Customer Content archived on Attributy's backup systems will be securely isolated and protected from any further processing, except as otherwise required by applicable law or regulation.

3.2 Customer Account Data. Attributy will process Customer Account Data as long as required (a) to provide the Services to Customer; (b) for Attributy's legitimate business needs; or (c) by applicable law or regulation. Customer Account Data will be stored in accordance with the Privacy Policy.

3.3 Customer Usage Data. Upon termination of the Agreement, Attributy may retain, use, and disclose Customer Usage Data for the purposes outlined in Section 1.3 (Customer Usage Data) of this Schedule 1, subject to the confidentiality obligations outlined in the Agreement. Attributy will anonymize or delete Customer Usage Data when Attributy no longer requires it for the purposes outlined in Section 1.3 of this Schedule 1.

4. Categories of Data Subjects.

4.1 Customer Content. Customer's end users.

4.2 Customer Account Data. Customer's employees and individuals authorized by Customer to access Customer's Attributy account or make use of the MFA Services received from Attributy.

4.3 Customer Usage Data. Customer's end users.

5. Categories of Personal Data. Attributy processes personal data contained in Customer Account Data, Customer Content, and Customer Usage Data.

6. Sensitive Data or Special Categories of Data.

6.1 Customer Content. Sensitive Data may, from time to time. Be processed via the Services where Customer or its end users choose to include Sensitive Data within the communications that are transmitted using the Services. Customer is responsible for ensuring that suitable safeguards are in place prior to transferring or processing, or prior to permitting Customer's end-users to transmit or process, any Sensitive Data via the Services.

6.2 Customer Account Data and Customer Usage Data.

(a) Sensitive Data may be found in Customer Account Data in the form of Subscriber Data containing passport or similar identifier data necessarily processed in order to receive telephone number assignments.

(b) Sensitive Data is not contained in Customer Usage Data.

SCHEDULE 2

TECHNICAL AND ORGANIZATIONAL SECURITY MEASURES

The full text of Attributy's technical and organizational security measures to protect Customer Data is available at https://attributy.com/security-overview ("Security Overview").

Where applicable, this Schedule 2 will serve as Annex II to the Standard Contractual Clauses. The following table provides more information regarding the technical and organizational security measures set forth below.

Technical and Organizational Security MeasureEvidence of Technical and Organizational Security Measure
Measures of pseudonymization and encryption of personal dataSee Section 13 (Encryption) of the Security Overview
Measures for ensuring ongoing confidentiality, integrity, availability, and resilience of processing systems and servicesSee Section 18 (Backups and Service Continuity) and Section 19 (Backups and Recovery) of the Security Overview
Measures for ensuring the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incidentSee Section 18 (Backups and Service Continuity) and Section 19 (Backups and Recovery) of the Security Overview
Processes for regularly testing, assessing, and evaluating the effectiveness of technical and organizational measures in order to ensure the security of the processingSee Section 3 (Security Organization and Program), Section 7 (Security Certifications), and Section 15 (Penetration Testing) of the Security Overview
Measures for user identification and authorizationSee Section 11 (Access Controls) of the Security Overview
Measures for the protection of data during transmission See Section 13 (Encryption) and Section 19 (Backups and Recovery) of the Security Overview
Measures for the protection of data during storage See Section 8 (Architecture and Data Segregation) and Section 13 (Encryption) of the Security Overview
Measures for ensuring the physical security of locations at which personal data are processed See Section 9 (Physical Security) of the Security Overview
Measures for ensuring events loggingFor the Attributy Services, see: Link to loggings
Measures for ensuring system configuration, including the default configuration For the Attributy Services, see: Link to loggings
Measures for internal IT and IT security governance and management See Section 3 (Security Organization and Program) of the Security Overview
Measures for certification/assurance of processes and products See Section 3 (Security Organization and Program) and // eslint-disable-next-line no-irregular-whitespace Section 7 (Security Certifications) of the Security Overview
Measures for ensuring data minimizationAs an organization, Attributy has adopted Binding Corporate Rules as the Code (BCRs) of Conduct for Attributy's processing of personal data worldwide. BCRs are based on the data protection principles of the GDPR.
Measures for ensuring data quality As an organization, Attributy has adopted Binding Corporate Rules as the Code (BCRs) of Conduct for Attributy's processing of personal data worldwide. BCRs are based on the data protection principles of the GDPR
Measures for ensuring limited data retentionAs an organization, Attributy has adopted Binding Corporate Rules as the Code (BCRs) of Conduct for Attributy's processing of personal data worldwide. BCRs are based on the data protection principles of the GDPR.
Measures for ensuring accountability As an organization, Attributy has adopted Binding Corporate Rules as the Code (BCRs) of Conduct for Attributy's processing of personal data worldwide. BCRs are based on the data protection principles of the GDPR.
Measures for allowing data portability and ensuring erasureCustomer is able to export or delete Customer Content using the self-service features of the Services as set forth in the applicable documentation for the Services.
Technical and organizational measures to be taken by the [sub]-processor to provide assistance to the controller and transfer from a processor to a [sub]-processor to the Customer. When Attributy engages a sub-processor under Section 7.1 (Authorization for Onward Sub-processing) of this Addendum, Attributy and the sub-processor enter into an agreement with data protection obligations substantially similar to those contained in this Addendum, each sub-processor Agreement must ensure that Attributy is able to meet its obligations to Customer. In addition to implementing technical and organizational measures to protect personal data, sub-processors must (a) notify Attributy in the event of a Security Incident so Attributy may notify Customer; (b) delete personal data when instructed by Attributy in accordance with Customer's instructions to Attributy; (c) not engage additional sub-processors without Attributy's authorization; d) not change the location where personal data is processed; or (e) process personal data in a manner which conflicts with Customer's instructions to Attributy.

SCHEDULE 3

CROSS BORDER DATA TRANSFER MECHANISMS

1. Definitions



(a) UK Standard Contractual Clauses, and

(b) 2021 Standard Contractual Clauses



(a) Standard Contractual Clauses for the data controller to data processor transfers approved by the European Commission in decision 2010/87/EU ("UK Controller to Processor SCCs"), and

(b) Standard Contractual Clauses for the data controller to data controller transfers approved by the European Commission in decision 2004/915/EC ("UK Controller to Controller SCCs").



2. Cross Border Data Transfer Mechanisms.

2.1 Order of Precedence. In the event the Services are covered by more than one Transfer Mechanism, the transfer of personal data will be subject to a single Transfer Mechanism in accordance with the following order of precedence: (a) Attributy's binding corporate rules as set forth in Section 2.2 (Attributy BCRs - Attributy Services) of this Schedule 3; (b) the applicable Standard Contractual Clauses as set forth in Section 2.3 (UK Standard Contractual Clauses) or Section 2.4 (The 2021 Standard Contractual Clauses) of this Schedule 3; and, if neither (a) nor (b) is applicable, then (c) other applicable data Transfer Mechanisms permitted under Applicable Data Protection Law.

2.2 Attributy BCRs - Attributy Services. The parties agree that Attributy will process personal data within the Attributy Services in accordance with the Attributy BCRs. The parties further agree that with respect to the Attributy Services, the Attributy BCRs will be the lawful Transfer Mechanism of Customer Account Data, Customer Content, and Customer Usage Data from the EEA, Switzerland, or the United Kingdom to (a) Attributy in the United States of America or (b) any other non-EEA Attributy entity.

2.3 UK Standard Contractual Clauses. The parties agree that the UK Standard Contractual Clauses will apply to personal data that is transferred via the Services from the United Kingdom, either directly or via onward transfer, any country or recipient outside of the United Kingdom that is: (a) not recognized by the competent United Kingdom regulatory authority or governmental body for the United Kingdom as providing an adequate level of protection for personal data and (b) not covered by the Attributy BCRs. For data transfers from the United Kingdom that are subject to the UK Standard Contractual Clauses, the UK Standard Contractual Clauses will be deemed entered into (and incorporated into this Addendum by this reference) and completed as follows:

(a) The UK Controller to Processor SCCs will apply where Attributy is processing Customer Content. The illustrative indemnification clause will not apply. Schedule 1 (Details of Processing) of this Addendum serves as Appendix I of the UK Controller to Processor SCCs. Schedule 2 (Technical and Organizational Security Measures) of this Addendum serves as Appendix II of the UK Controller to Processor SCCs.

(b) The UK Controller to Controller SCCs will apply where Attributy is processing Customer Account Data or Customer Usage Data. In Clause II(h) of the UK Controller to Controller SCCs, Attributy will process personal data in accordance with the data processing principles set forth in Annex A of the UK Controller to Controller SCCs. The illustrative commercial clause will not apply. Schedule 1 (Details of Processing) of this Addendum serves as Annex B of the UK Controller to Controller SCCs. Personal data transferred under these clauses may only be disclosed to the following categories of recipients: (i) Attributy's employees, agents, affiliates, advisors, and independent contractors with a reasonable business purpose for processing such personal data; (ii) Attributy vendors that, in their performance of their obligations to Attributy, must process such personal data acting on behalf of and according to instructions from Attributy; and (iii) any person (natural or legal) or organization to whom Attributy may be required by applicable law or regulation to disclose personal data, including law enforcement authorities and central and local government authorities.

2.4 2021 Standard Contractual Clauses. The parties agree that the 2021 Standard Contractual Clauses will apply to personal data that is transferred via the Services from the European Economic Area or Switzerland, either directly or via onward transfer, any country or recipient outside the European Economic Area or Switzerland that is: (a) not recognized by the European Commission (or, in the case of transfers from Switzerland, the competent authority for Switzerland) as providing an adequate level of protection for personal data and (b) not covered by the Attributy BCRs. For data transfers from the European Economic Area that are subject to the 2021 Standard Contractual Clauses, the 2021 Standard Contractual Clauses will be deemed entered into (and incorporated into this Addendum by this reference) and completed as follows:

(a) Module One (Controller to Controller) of the 2021 Standard Contractual Clauses will apply where (i) Attributy is processing Customer Account Data and (ii) Customer is a controller of Customer Usage Data, and Attributy is processing Customer Usage Data.

(b) Module Two (Controller to Processor) of the 2021 Standard Contractual Clauses will apply where Customer is a controller of Customer Content, and Attributy is processing Customer Content.

(c) Module Three (Processor to Processor) of the 2021 Standard Contractual Clauses will apply where Customer is a processor of Customer Content, and Attributy is processing Customer Content.

(d) Module Four (Processor to Controller) of the 2021 Standard Contractual Clauses will apply where Customer is a processor of Customer Usage Data and Attributy processes Customer Usage Data.

(e) For each Module, where applicable:

(i) in Clause 7 of the 2021 Standard Contractual Clauses, the optional docking clause will not apply;

(ii) in Clause 9 of the 2021 Standard Contractual Clauses, Option 2 will apply and the time period for prior notice of sub-processor changes will be as set forth in Section 7.2 (Current Sub-processors and Notification of Sub-processor Changes) of this Addendum;

(iii) in Clause 11 of the 2021 Standard Contractual Clauses, the optional language will not apply;

(iv) in Clause 17 (Option 1), the 2021 Standard Contractual Clauses will be governed by Irish law;

(v) in Clause 18(b) of the 2021 Standard Contractual Clauses, disputes will be resolved before the courts of Ireland;

(vi) in Annex I, Part A of the 2021 Standard Contractual Clauses:

Data Exporter: Customer.

Contact details: The email address(es) designated by Customer in Customer's account via its notification preferences.

Data Exporter Role: The Data Exporter's role is set forth in Section 2 (Relationship of the Parties) of this Addendum.

Signature and Date: By entering into the Agreement, Data Exporter is deemed to have signed these Standard Contractual Clauses incorporated herein, including their Annexes, as of the Effective Date of the Agreement.

Data Importer: Attributy Inc.

Contact details: Attributy Privacy Team - [email protected]

Data Importer Role: The Data Importer's role is set forth in Section 2 (Relationship of the Parties) of this Addendum.

Signature and Date: By entering into the Agreement, Data Importer is deemed to have signed these Standard Contractual Clauses, incorporated herein, including their Annexes, as of the Effective Date of the Agreement.

(vii) in Annex I, Part B of the 2021 Standard Contractual Clauses:

The categories of data subjects are described in Section 4 of Schedule 1 (Details of Processing) of this Addendum.

The Sensitive Data transferred is described in Section 6 of Schedule 1 (Details of Processing) of this Addendum.

The frequency of the transfer is a continuous basis for the duration of the Agreement.

The nature of the processing is described in Section 1 of Schedule 1 (Details of Processing) of this Addendum.

The purpose of the processing is described in Section 1 of Schedule 1 (Details of Processing) of this Addendum.

The period for which the personal data will be retained as described in Section 3 of Schedule 1 (Details of Processing) of this Addendum.

(viii) in Annex I, Part C of the 2021 Standard Contractual Clauses: The Irish Data Protection Commission will be the competent supervisory authority.

(ix) Schedule 2 (Technical and Organizational Security Measures) of this Addendum serves as Annex II of the Standard Contractual Clauses.

2.6 Conflict. To the extent there is any conflict between the Standard Contractual Clauses and any other terms in this Addendum, including Schedule 4 (Jurisdiction Specific Terms) of this Addendum, the Agreement, or the Privacy Policy, the provisions of the Standard Contractual Clauses will prevail.

SCHEDULE 4

JURISDICTION SPECIFIC TERMS

1. Australia:

1.1 The definition of "Applicable Data Protection Law" includes the Australian Privacy Principles and the Australian Privacy Act (1988).

1.2 The definition of "personal data" includes "Personal Information" as defined under Applicable Data Protection Law.

1.3 The definition of "Sensitive Data" includes "Sensitive Information" as defined under Applicable Data Protection Law.

2. Brazil:

2.1 The definition of "Applicable Data Protection Law" includes the Lei Geral de Proteção de Dados (LGPD).

2.2 The definition of "Security Incident" includes a security incident that may result in any relevant risk or damage to data subjects.

2.3 The definition of "processor" includes "operator" as defined under Applicable Data Protection Law.

3. California:

3.1 The definition of "Applicable Data Protection Law" includes the California Consumer Privacy Act (CCPA).

3.2 The definition of "personal data" includes "Personal Information" as defined under Applicable Data Protection Law and, for clarity, contains any Personal Information contained within Customer Account Data, Customer Content, and Customer Usage Data.

3.3 The definition of "data subject" includes "Consumer" as defined under Applicable Data Protection Law. As described in Section 8 (Data Subject Rights) of this Addendum, any data subject rights apply to Consumer rights. Regarding data subject requests, Attributy can only verify a request from the Customer and not from the Customer's end-user or any third party.

3.4 The definition of "controller" includes "Business" as defined under Applicable Data Protection Law.

3.5 The definition of "processor" includes "Service Provider" as defined under Applicable Data Protection Law.

3.6 Attributy will process, retain, use, and disclose personal data only as necessary to provide the Services under the Agreement, which constitutes a business purpose. Attributy agrees not to (a) sell (as defined by the CCPA) Customer's personal data or Customer end users' personal data; (b)retain, use, or disclose Customer's personal data for any commercial purpose (as defined by the CCPA) other than providing the Services; or (c) retain, use, or disclose Customer's personal data outside of the scope of the Agreement. Attributy understands its obligations under the Applicable Data Protection Law and will comply with them.

3.7 Attributy certifies that its sub-processors, as described in Section 7 (Sub-processors) of this Addendum, are Service Providers under Applicable Data Protection Law, with whom Attributy has entered into a written contract that includes terms substantially similar to this Addendum. Attributy conducts appropriate due diligence on its sub-processors.

3.8 Attributy will implement and maintain reasonable security procedures and practices appropriate to the nature of the personal data it processes as set forth in Section 11 (Security) of this Addendum.

4. Canada:

4.1 The definition of "Applicable Data Protection Law" includes the Federal Personal Information Protection and Electronic Documents Act (PIPEDA).

4.2 Attributy's sub-processors, as described in Section 7 (Sub-processors) of this Addendum, are third parties under Applicable Data Protection Law, with whom Attributy has entered into a written contract that includes terms substantially similar to this Addendum. Attributy has conducted appropriate due diligence on its sub-processors.

4.3 Attributy will implement technical and organizational measures as set forth in Section 11 (Security) of this Addendum.

5. European Economic Area (EEA):

5.1 The definition of "Applicable Data Protection Law" includes the General Data Protection Regulation (EU 2016/679) ("GDPR").

5.2 When Attributy engages a sub-processor under Section 7.1 (Authorization for Onward Sub-processing) of this Addendum, it will:

(a) require any appointed sub-processor to protect the Customer Content to the standard required by Applicable Data Protection Law, such as including the same data protection obligations referred to in Article 28(3) of the GDPR, in particular providing sufficient guarantees to implement appropriate technical and organizational measures in such a manner that the processing will meet the requirements of the GDPR, and

(b) require any appointed sub-processor to (i) agree in writing to only process personal data in a country that the European Union has declared to have an "adequate" level of protection or (ii) only process personal data on terms equivalent to the Standard Contractual Clauses or pursuant to a Binding Corporate Rules approval granted by competent European Union data protection authorities.

5.3 Notwithstanding anything to the contrary in this Addendum or in the Agreement (including, without limitation, either party's indemnification obligations), neither party will be responsible for any GDPR fines issued or levied under Article 83 of the GDPR against the other party by a regulatory authority or governmental body in connection with such other party's violation of the GDPR.

5.4 Customer acknowledges that Attributy, as a controller, may be required under Applicable Data Protection Law to notify a regulatory authority of Security Incidents involving Customer Usage Data. If a regulatory authority requires Attributy to notify impacted data subjects with whom Attributy does not have a direct relationship (e.g., Customer's end users), Attributy will notify Customer of this requirement. The Customer will provide reasonable assistance to Attributy to inform the impacted data subjects.

6. Israel:

6.1 The definition of "Applicable Data Protection Law" includes the Protection of Privacy Law (PPL).

6.2 The definition of "controller" includes "Database Owner" as defined under Applicable Data Protection Law.

6.3 The definition of "processor" includes "Holder" as defined under Applicable Data Protection Law.

6.4 Attributy will require that any person authorized to process Customer Content complies with the principle of data secrecy and has been duly instructed about Applicable Data Protection Law. Such personnel sign confidentiality agreements with Attributy in accordance with Section 6 (Confidentiality) of this Addendum.

6.5 Attributy must take adequate steps to ensure the privacy of data subjects by implementing and maintaining the security measures as specified in Section 11 (Security) of this Addendum and complying with the terms of the Agreement.

6.6 Attributy must ensure that the personal data will not be transferred to a sub-processor unless such sub-processor has executed an agreement with Attributy pursuant to Section 7.1 (Authorization for Onward Sub-processing) of this Addendum.

7. Japan:

7.1 The definition of "Applicable Data Protection Law" includes the Act on the Protection of Personal Information (APPI).

7.2 The definition of "personal data" includes "Personal Information" as defined under Applicable Data Protection Law.

7.3 The definition of "controller" includes "Business Operator" as defined under Applicable Data Protection Law. As a Business Operator, Attributy is responsible for the handling of personal data in its possession.

7.4 The definition of "processor" includes a business operator entrusted by the Business Operator with the handling of personal data in whole or in part (also a "trustee"), as described under Applicable Data Protection Law. As a trustee, Attributy will ensure that the use of the entrusted personal data is securely controlled.

8. Mexico:

8.1 The definition of "Applicable Data Protection Law" includes the Federal Law for the Protection of Personal Data Held by Private Parties and its Regulations (FLPPIPPE).

8.2 When acting as a processor, Attributy will:

(a) treat personal data in accordance with Customer's instructions set forth in Section 5 (Customer Instructions) of this Addendum;

(b) process personal data only to the extent necessary to provide the Services;

(c) implement security measures in accordance with Applicable Data Protection Law and Section 11 (Security) of this Addendum;

(d) keep confidentiality regarding the personal data processed in accordance with the Agreement;

(e) delete all personal data upon termination of the Agreement in accordance with Section 10 (Return or Deletion of Customer Content) of this Addendum; and

(f) only transfer personal data to sub-processors in accordance with Section 7 (Sub-processors) of this Addendum.

Singapore:

9.1 The definition of "Applicable Data Protection Law" includes the Personal Data Protection Act 2012 (PDPA).

9.2 Attributy will process personal data to a standard of protection in accordance with the PDPA by implementing adequate technical and organizational measures as set forth in Section 11 (Security) of this Addendum and complying with the terms of the Agreement.

10. Switzerland:

10.1 The definition of "Applicable Data Protection Law" includes the Swiss Federal Act on Data Protection.

10.2 When Attributy engages a sub-processor under Section 7.1 (Authorization for Onward Sub-processing) of this Addendum, it will:

(a) require any appointed sub-processor to protect the Customer Content to the standard required by Applicable Data Protection Law, such as including the same data protection obligations referred to in Article 28(3) of the GDPR, in particular providing sufficient guarantees to implement appropriate technical and organizational measures in such a manner that the processing will meet the requirements of the GDPR, and

(b) require any appointed sub-processor to (I) agree in writing to only process personal data in a country that the European Union has declared to have an "adequate" level of protection or (ii) only process personal data on terms equivalent to the Standard Contractual Clauses or pursuant to a Binding Corporate Rules approval granted by competent European Union data protection authorities.

United Kingdom (UK):

11.1 References this Addendum to GDPR will to that extent, be deemed to be references to the corresponding laws of the United Kingdom (including the UK GDPR and Data Protection Act 2018).

11.2 When Attributy engages a sub-processor under Section 7.1 (Authorization for Onward Sub-processing) of this Addendum, it will:

(a) require any appointed sub-processor to protect the Customer Content to the standard required by Applicable Data Protection Law, such as including the same data protection obligations referred to in Article 28(3) of the GDPR, in particular providing sufficient guarantees to implement appropriate technical and organizational measures in such a manner that the processing will meet the requirements of the GDPR; and

(b) require any appointed sub-processor to (i) agree in writing to only process personal data in a country that the United Kingdom has declared to have an "adequate" level of protection or (ii) only process personal data on terms equivalent to the Standard Contractual Clauses or pursuant to a Binding Corporate Rules approval granted by competent the United Kingdom data protection authorities.

11.3 Notwithstanding anything to the contrary in this Addendum or in the Agreement (including, without limitation, either party's indemnification obligations), neither party will be responsible for any UK GDPR fines issued or levied under Article 83 of the UK GDPR against the other party by a regulatory authority or governmental body in connection with such other party's violation of the UK GDPR.

11.4 Customer acknowledges that Attributy, as a controller, may be required under Applicable Data Protection Law to notify a regulatory authority of Security Incidents involving Customer Usage Data. If a regulatory authority requires Attributy to notify impacted data subjects with whom Attributy does not have a direct relationship (e.g., Customer's end users), Attributy will notify Customer of this requirement. Customers provide reasonable assistance to Attributy to inform the impacted data subjects.

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