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Data Processing Addendum

LAST UPDATED: November 30th, 2024

This Data Processing Addendum (“DPA”) forms part of the Lumana Inc Terms of Use (https://www.lumana.ai/terms-of-use) or Master Subscription Agreement (the “Agreement”) entered into by and between the customer signing this DPA (“Customer”) and Lumana, Inc. (“Company”). By using the Services, Customer enters into this DPA on behalf of itself and, to the extent required under applicable Data Protection Laws (defined below), in the name and on behalf of its Affiliates (defined below), if any. This DPA incorporates the terms of the Agreement, and any terms not defined in this DPA shall have the meaning set forth in the Agreement.

1. Definitions

1.1 “Affiliate” means (i) an entity of which a party directly or indirectly owns fifty percent (50%) or more of the stock or other equity interest, (ii) an entity that owns at least fifty percent (50%) or more of the stock or other equity interest of a party, or (iii) an entity which is under common control with a party by having at least fifty percent (50%) or more of the stock or other equity interest of such entity and a party owned by the same person, but such entity shall only be deemed to be an Affiliate so long as such ownership exists.

1.2 “Authorized Sub-Processor” means a third-party who has a need to know or otherwise access Customer’s Personal Data to enable Company to perform its obligations under this DPA or the Agreement, and who is either (1) listed in Exhibit B or (2) subsequently authorized under Section 4.2 of this DPA.

1.3 “Data Exporter” means Customer.

1.4 “Data Importer” means Company.

1.5 “Data Protection Laws” means any applicable laws and regulations in the United States, the European Union, the United Kingdom and Israel relating to the use or processing of Personal Data including: (i) the California Consumer Privacy Act (“CCPA”), (ii) the General Data Protection Regulation (Regulation (EU) 2016/679) (“EU GDPR”) and the EU GDPR as it forms part of the law of England and Wales by virtue of section 3 of the European Union (Withdrawal) Act 2018 (the “UK GDPR”) (together, collectively, the “GDPR”), (iii) the Swiss Federal Act on Data Protection; (iv) the UK Data Protection Act 2018; (v) the Protection of Privacy Law, 5741-1981 in each case, as updated, amended or replaced from time to time. The terms “Data Subject”, “Personal Data Breach”, “processing”, “processor,” “controller,” and “supervisory authority” shall have the meanings set forth in the applicable law.

1.6 “EU SCCs” means the standard contractual clauses approved by the European Commission in Commission Decision 2021/914 dated 4 June 2021, for transfers of personal data to countries not otherwise recognized as offering an adequate level of protection for personal data by the European Commission (as amended and updated from time to time), as modified by Section 6.2 of this DPA.

1.7 “ex-EEA Transfer” means the transfer of Personal Data, which is processed in accordance with the GDPR, from the Data Exporter to the Data Importer (or its premises) outside the European Economic Area (the “EEA”), and such transfer is not governed by an adequacy decision made by the European Commission in accordance with the relevant provisions of the GDPR.

1.8 “ex-UK Transfer” means the transfer of Personal Data covered by Chapter V of the UK GDPR, which is processed in accordance with the UK GDPR and the Data Protection Act 2018, from the Data Exporter to the Data Importer (or its premises) outside the United Kingdom (the “UK”), and such transfer is not governed by an adequacy decision made by the Secretary of State in accordance with the relevant provisions of the UK GDPR and the Data Protection Act 2018.

1.9 “Personal Data” or “Personal Information” means any information that identifies, relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, to or with an identified or identifiable natural person or Consumer (as defined in the CCPA), which is processed by Company solely on behalf of Customer, under this DPA and the Agreement.

1.10 “Services” shall have the meaning set forth in the Agreement.

1.11 “Standard Contractual Clauses” means the EU SCCs and the UK SCCs.

1.12 “UK SCCs” means the EU SCCs, as amended by the UK Addendum.

2. Relationship of the Parties; Processing of Data

2.1 The parties acknowledge and agree that with regard to the processing of Personal Data, Customer may act either as a controller or processor and, except as expressly set forth in this DPA or the Agreement, Company is a processor. Customer shall, in its use of the Services, at all times process Personal Data, and provide instructions for the processing of Personal Data, in compliance with Data Protection Laws. Customer shall ensure that the processing of Personal Data in accordance with Customer’s instructions will not cause Company to be in breach of the Data Protection Laws. Customer is solely responsible for the accuracy, quality, and legality of (i) the Personal Data provided to Company by or on behalf of Customer, (ii) the means by which Customer acquired any such Personal Data, and (iii) the instructions it provides to Company regarding the processing of such Personal Data. Customer shall not provide or make available to Company any Personal Data in violation of the Agreement or otherwise inappropriate for the nature of the Services, and shall indemnify Company from all claims and losses in connection therewith.

2.2 Company shall not process Personal Data (i) for purposes other than those set forth in the Agreement and/or Exhibit A, (ii) in a manner inconsistent with the terms and conditions set forth in this DPA or any other documented instructions provided by Customer, including with regard to transfers of personal data to a third country or an international organization, unless required to do so by Supervisory Authority to which the Company is subject; in such a case, the Company shall inform the Customer of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest, or (iii) in violation of Data Protection Laws. Customer hereby instructs Company to process Personal Data in accordance with the foregoing and as part of any processing initiated by Customer in its use of the Services.

2.3 The subject matter, nature, purpose, and duration of this processing, as well as the types of Personal Data collected and categories of Data Subjects, are described in Exhibit A to this DPA.

2.4 Following completion of the Services, at Customer’s choice, Company shall return or delete Customer’s Personal Data, unless further storage of such Personal Data is required or authorized by applicable law. If return or destruction is impracticable or prohibited by law, rule or regulation, Company shall take measures to block such Personal Data from any further processing (except to the extent necessary for its continued hosting or processing required by law, rule or regulation) and shall continue to appropriately protect the Personal Data remaining in its possession, custody, or control. If Customer and Company have entered into Standard Contractual Clauses as described in Section 6 (Transfers of Personal Data), the parties agree that the certification of deletion of Personal Data that is described in Clause 8.1(d) and Clause 8.5 of the EU SCCs (as applicable) shall be provided by Company to Customer only upon Customer’s request.

2.5 CCPA. The parties acknowledge and agree that, in the processing of the Personal Information, Company is a service provider for the purposes of the CCPA (to the extent it applies) and is receiving personal information from Customer in order to provide the Services pursuant to the Agreement, which constitutes a business purpose. Company shall not sell any such personal information. Company shall not retain, use or disclose any personal information provided by Customer pursuant to the Agreement except as necessary for the specific purpose of performing the Services for Customer pursuant to the Agreement, or otherwise as set forth in the Agreement or as permitted by the CCPA. The terms “personal information,” “service provider,” “sale,” and “sell” are as defined in Section 1798.140 of the CCPA. Company certifies that it understands the restrictions of this Section 2.4.

3. Confidentiality

3.1 Company shall ensure that any person it authorizes to process Personal Data has agreed to protect Personal Data in accordance with Company’s confidentiality obligations in the Agreement. Customer agrees that Company may disclose Personal Data to its advisers, auditors or other third parties as reasonably required in connection with the performance of its obligations under this DPA, the Agreement, or the provision of Services to Customer.

4. Authorized Sub-Processors

4.1 Customer acknowledges and agrees that Company may (1) engage its Affiliates as well as the Authorized Sub-Processors on the List (defined below) to access and process Personal Data in connection with the Services and (2) from time to time engage additional third parties for the purpose of providing the Services, including without limitation the processing of Personal Data. By way of this DPA, Customer provides general written authorization to Company to engage sub-processors as necessary to perform the Services.

4.2 The Company maintains a current list of Authorized Sub-Processors (the “List”). Such List is available on written request to [email protected]. The List may be updated by Company from time to time. Company will provide a mechanism to subscribe to notifications (which may include but are not limited to email notifications) of new Authorized Sub-Processors and Customer, if it wishes, will subscribe to such notifications where available. If Customer does not subscribe to such notifications, Customer waives any right it may have to receive prior notice of changes to Authorized Sub-Processors. Prior to enabling any third party other than existing Authorized Sub-Processors to access or participate in the processing of Personal Data, Company will add such third party to the List and notify subscribers, including Customer, via the aforementioned notifications. Customer may object to such an engagement by informing Company in writing within ten (10) days of receipt of the aforementioned notice by Customer, provided such objection is in writing and based on reasonable grounds relating to data protection. Customer acknowledges that certain sub-processors are essential to providing the Services and that objecting to the use of a sub-processor may prevent Company from offering the Services to Customer.

4.3 If Customer reasonably objects to an engagement in accordance with Section 4.2, and Company cannot provide a commercially reasonable alternative within a reasonable period of time, Customer may discontinue the use of the affected Service by providing written notice to Company. Discontinuation shall not relieve Customer of any fees owed to Company under the Agreement.

4.4 If Customer does not object to the engagement of a third party in accordance with Section 4.2 within ten (10) days of notice by Company, that third party will be deemed an Authorized Sub-Processor for the purposes of this DPA.

4.5 Company will enter into a written agreement with all Authorized Sub-Processors imposing on the Authorized Sub-Processor data protection obligations comparable to those imposed on Company under this DPA with respect to the protection of Personal Data. In case an Authorized Sub-Processor fails to fulfill its data protection obligations under such written agreement with Company, Company will remain liable to Customer for the performance of the Authorized Sub-Processor’s obligations under such agreement.

4.6 If Customer and Company have entered into Standard Contractual Clauses as described in Section 6 (Transfers of Personal Data), (i) the above authorizations will constitute Customer’s prior written consent to the subcontracting by Company of the processing of Personal Data if such consent is required under the Standard Contractual Clauses, and (ii) the parties agree that the copies of the agreements with Authorized Sub-Processors that must be provided by Company to Customer pursuant to Clause 9(c) of the EU SCCs may have commercial information, or information unrelated to the Standard Contractual Clauses or their equivalent, removed by the Company beforehand, and that such copies will be provided by the Company only upon request by Customer.

5. Security of Personal Data

5.1 Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, Company shall maintain appropriate technical and organizational measures to ensure a level of security appropriate to the risk of processing Personal Data. Exhibit C sets forth additional information about Company’s technical and organizational security measures.

6. Transfers of Personal Data from the EU, UK or Switzerland

6.1 The parties agree that Company may transfer Personal Data processed under this DPA from the EU, UK or Switzerland to countries outside the EEA, the UK, or Switzerland as necessary to provide the Services. If Company transfers Personal Data protected under this DPA to a jurisdiction for which the European Commission or the Secretary of State of the UK, as the case may be, has not issued an adequacy decision, Company will ensure that appropriate safeguards have been implemented for the transfer of Personal Data in accordance with Data Protection Laws.

6.2 Ex-EEA Transfers. The parties agree that ex-EEA Transfers are made pursuant to the EU SCCs, which are deemed entered into (and incorporated into this DPA by this reference) and completed as follows:

6.2.1 Module Two (Controller to Processor) of the EU SCCs apply when Customer is a controller and Company is processing Personal Data for Customer as a processor pursuant to Section 2 of this DPA.

6.2.2 Module Three (Processor to Sub-Processor) of the EU SCCs apply when Customer is a processor and Company is processing Personal Data on behalf of Customer as a sub-processor.

6.3 For each module, where applicable the following applies:

6.3.1 The optional docking clause in Clause 7 does not apply.

6.3.2 In Clause 9, Option 2 (general written authorization) applies, and the minimum time period for prior notice of sub-processor changes shall be as set forth in Section 4.2 of this DPA;

6.5 Transfers from Switzerland. The parties agree that transfers from Switzerland are made pursuant to the EU SCCs with the following modifications:

6.3.3 In Clause 11, the optional language does not apply;

6.3.4 All square brackets in Clause 13 are hereby removed;

6.3.5 In Clause 17 (Option 1), the EU SCCs will be governed by the laws of the Republic of Ireland.

6.3.6 In Clause 18(b), disputes will be resolved exclusively in the courts of the Republic of Ireland;

6.3.7 Exhibit B to this DPA contains the information required in Annex I and Annex III of the EU SCCs;

6.3.8 Exhibit C to this DPA contains the information required in Annex II of the EU SCCs; and

6.3.9 By entering into this DPA, the parties are deemed to have signed the EU SCCs incorporated herein, including their Annexes.

6.4 Ex-UK Transfers. The parties agree that ex-UK Transfers are made pursuant to the UK SCCs, which are deemed entered into and incorporated into this DPA by reference, and amended and completed in accordance with the UK Addendum, which is incorporated herein as Exhibit D of this DPA.

6.5.1 The terms “General Data Protection Regulation” or “Regulation (EU) 2016/679” as utilized in the EU SCCs shall be interpreted to include the Federal Act on Data Protection of 19 June 1992 (the “FADP,” and as revised as of 25 September 2020, the “Revised FADP”) with respect to data transfers subject to the FADP.

6.5.2 Clause 13 of the EU SCCs is modified to provide that the Federal Data Protection and Information Commissioner (“FDPIC”) of Switzerland shall have authority over data transfers governed by the FADP and the appropriate EU supervisory authority shall have authority over data transfers governed by the GDPR. Subject to the foregoing, all other requirements of Section 13 shall be observed.

6.5.3 The term “EU Member State” as utilized in the EU SCCs shall not be interpreted in such a way as to exclude Data Subjects in Switzerland from exercising their rights in their place of habitual residence in accordance with Clause 18(c) of the EU SCCs.

6.6 Supplementary Measures. In respect of any ex-EEA Transfer or ex-UK Transfer, the following supplementary measures shall apply:

6.6.1 As of the date of this DPA, the Data Importer has not received any formal legal requests from any government intelligence or security service/agencies in the country to which the Personal Data is being exported, for access to (or for copies of) Customer’s Personal Data (“Government Agency Requests”).

6.6.2 If, after the date of this DPA, the Data Importer receives any Government Agency Requests, Company shall attempt to redirect the law enforcement or government agency to request that data directly from Customer. As part of this effort, Company may provide Customer’s basic contact information to the government agency. If compelled to disclose Customer’s Personal Data to a law enforcement or government agency, Company shall give Customer reasonable notice of the demand and cooperate to allow Customer to seek a protective order or other appropriate remedy unless Company is legally prohibited from doing so. Data Exporter and Data Importer shall (as soon as reasonably practicable) discuss and determine whether all or any transfers of Personal Data pursuant to this DPA should be suspended in the light of the such Government Agency Requests.

6.6.3 The Data Exporter and Data Importer will consider whether:

(i) the protection afforded by the laws of the country of the Data Importer to data subjects whose Personal Data is being transferred is sufficient to provide broadly equivalent protection to that afforded in the EEA or the UK, whichever the case may be;

(ii) additional measures are reasonably necessary to enable the transfer to be compliant with the Data Protection Laws; and

(iii) it is still appropriate for Personal Data to be transferred to the relevant Data Importer, taking into account all relevant information available to the parties, together with guidance provided by the supervisory authorities.

6.6.4 The Data Importer shall have in place and maintain in accordance with good industry practice measures to protect the Personal Data from interception (including in transit from the Data Exporter to the Data Importer and between different systems and services). This includes having in place and maintaining network protection intended to deny attackers the ability to intercept data and encryption of Personal Data whilst in transit and at rest intended to deny attackers the ability to read data.

6.6.5 If Data Protection Laws require the Data Exporter to execute the Standard Contractual Clauses applicable to a particular transfer of Personal Data to a Data Importer as a separate agreement, the Data Importer shall, on request of the Data Exporter, promptly execute such Standard Contractual Clauses incorporating such amendments as may reasonably be required by the Data Exporter to reflect the applicable appendices and annexes, the details of the transfer and the requirements of the relevant Data Protection Laws.

6.6.6 If either (i) any of the means of legitimizing transfers of Personal Data outside of the EEA or UK set forth in this DPA cease to be valid or (ii) any supervisory authority requires transfers of Personal Data pursuant to those means to be suspended, then Data Importer may by notice to the Data Exporter, with effect from the date set out in such notice, amend or put in place alternative arrangements in respect of such transfers, as required by Data Protection Laws.

6.6.7 The data Importer will make commercially reasonable efforts to resist, subject to applicable laws, any request for bulk surveillance relating to the Personal Data protected under GDPR, the UK GDPR, or the FADP including under section 702 of the United States Foreign Intelligence Surveillance Act (“FISA”).

6.6.8 Once in every 12-month period, the Data Importer will inform the Data Exporter, at the Data Exporter’s written request, of the types of binding legal demands for Personal Data it has received and solely to the extent such demands have been received, including national security orders and directives, which shall encompass any process issued under section 702 of FISA.

7. Rights of Data Subjects

7.1 Company shall, to the extent permitted by law, notify Customer upon receipt of a request by a Data Subject to exercise the Data Subject’s right of: access, rectification, erasure, data portability, restriction or cessation of processing, withdrawal of consent to processing, and/or objection to being subject to processing that constitutes automated decision-making (such requests individually and collectively “Data Subject Request(s)”). If Company receives a Data Subject Request in relation to Customer’s data, Company will advise the Data Subject to submit their request to Customer and Customer will be responsible for responding to such request, including, where necessary, by using the functionality of the Services. Customer is solely responsible for ensuring that Data Subject Requests for erasure, restriction or cessation of processing, or withdrawal of consent to processing of any Personal Data are communicated to Company, and, if applicable, for ensuring that a record of consent to processing is maintained with respect to each Data Subject.

7.2 Company shall, at the request of the Customer, and taking into account the nature of the processing applicable to any Data Subject Request, apply appropriate technical and organizational measures to assist Customer in complying with Customer’s obligation to respond to such Data Subject Request and/or in demonstrating such compliance, where possible, provided that (i) Customer is itself unable to respond without Company’s assistance and (ii) Company is able to do so in accordance with all applicable laws, rules, and regulations. Customer shall be responsible to the extent legally permitted for any costs and expenses arising from any such assistance by Company.

8. Actions and Access Requests; Audits

8.1 Company shall, taking into account the nature of the processing and the information available to Company, provide Customer with reasonable cooperation and assistance where necessary for Customer to comply with its obligations under the GDPR to conduct a data protection impact assessment and/or to demonstrate such compliance, provided that Customer does not otherwise have access to the relevant information. Customer shall be responsible to the extent legally permitted for any costs and expenses arising from any such assistance by Company.

8.2 Company shall, taking into account the nature of the processing and the information available to Company, provide Customer with reasonable cooperation and assistance with respect to Customer’s cooperation and/or prior consultation with any Supervisory Authority, where necessary and where required by the GDPR. Customer shall be responsible to the extent legally permitted for any costs and expenses arising from any such assistance by Company.

8.3 Company shall maintain records sufficient to demonstrate its compliance with its obligations under this DPA. Customer shall, with reasonable notice to Company, have the right to review, audit and copy such records at Company’s offices during regular business hours.

8.4 Upon Customer’s written request at reasonable intervals, and subject to reasonable confidentiality controls, Company shall, either (i) make available for Customer’s review copies of certifications or reports demonstrating Company’s compliance with prevailing data security standards applicable to the processing of Customer’s Personal Data, or (ii) if the provision of reports or certifications pursuant to (i) is not reasonably sufficient under Data Protection Laws, allow Customer’s independent third party representative to conduct an audit or inspection of Company’s data security infrastructure and procedures that is sufficient to demonstrate Company’s compliance with its obligations under Data Protection Laws, provided that (a) Customer provides reasonable prior written notice of any such request for an audit and such inspection shall not be unreasonably disruptive to Company’s business; (b) such audit shall only be performed during business hours and occur no more than once per 12 month period; and (c) such audit shall be restricted to data relevant to Customer. Customer shall be responsible for the costs of any such audits or inspections, including without limitation a reimbursement to Company for any time expended for on-site audits.  If Customer and Company have entered into Standard Contractual Clauses as described in Section 6 (Transfers of Personal Data), the parties agree that the audits described in Clause 8.9 of the EU SCCs shall be carried out in accordance with this Section 8.4.

8.5 Company shall immediately notify Customer if an instruction, in the Company’s opinion, infringes the Data Protection Laws or guidelines issued by a Supervisory Authority.

8.6 In the event of a Personal Data Breach, Company shall, without undue delay, inform Customer of the Personal Data Breach and take such steps as Company in its sole discretion deems necessary and reasonable to remediate such violation (to the extent that remediation is within Company’s reasonable control).

8.7 In the event of a Personal Data Breach, Company shall, taking into account the nature of the processing, any legal obligations, and the information available to Company, provide Customer with reasonable cooperation and assistance necessary for Customer to comply with its obligations under the Data Protection Laws with respect to notifying (i) the relevant Supervisory Authority and (ii) Data Subjects affected by such Personal Data Breach without undue delay.

8.8 The obligations described in Sections 8.6 and 8.7 shall not apply in the event that a Personal Data Breach results from the actions or omissions of Customer. Company’s obligation to report or respond to a Personal Data Breach under Sections 8.6 and 8.7 will not be construed as an acknowledgement by Company of any fault or liability with respect to the Personal Data Breach.

9. Conflict

‍In the event of any conflict or inconsistency among the following documents, the order of precedence will be: (1) the applicable terms in the Standard Contractual Clauses; (2) the terms of this DPA; (3) the Agreement; and (4) the Company’s privacy policy. Any claims brought in connection with this DPA will be subject to the terms and conditions, including, but not limited to, the exclusions and limitations set forth in the Agreement.

Exhibit A
Details of Processing

Nature and Purpose of Processing: Company will process Customer’s Personal Data as necessary to provide the Services under the Agreement, for the purposes specified in the Agreement and this DPA, and in accordance with Customer’s instructions as set forth in this DPA. The nature of processing includes, without limitation:

  • Receiving data, including collection, accessing, retrieval, recording, and data entry
  • Protecting data, including restricting, encrypting, and security testing
  • Holding data, including storage, organization, and structuring
  • Erasing data, including destruction and deletion
  • Analyzing data, including product usage assessment
  • Sharing data, including disclosure to subprocessors as permitted in this DPA

Duration of Processing: Company will process Customer’s Personal Data as long as required (i) to provide the Services to Customer under the Agreement; (ii) for Company’s legitimate business needs; or (iii) by applicable law or regulation. Company Account Data and Company Usage Data will be processed and stored as set forth in Company’s privacy policy.

Categories of Data Subjects: Customer’s employees, consultants, contractors, and/or agents, as well as third parties captured by the Customer’s CCTV cameras. 

Categories of Personal Data: Video footage, video screenshots, thumbnails and other personal data provided through API access. 

‍Sensitive Data or Special Categories of Data: Depending on camera type and Customer configuration, biometric data processed to identify an individual may also be collected. Given the nature of video systems, Company cannot rule out the fact that Customers may be able to infer racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, or data concerning a person’s health or sexual orientation from the captured footage. Additionally, Company cannot rule out that the footage may capture precise geolocation.

Exhibit B

The following includes the information required by Annex I and Annex III of the EU SCCs, and Table 1, Annex 1A, and Annex 1B of the UK Addendum.

1. The Parties

Data exporter(s): 

Name: The name of the Customer, as detailed in the Agreement

Trading Name (if different): 

Address:  As detailed in the Agreement

Official Registration Number (if any) (company number or similar identifier): As detailed in the Agreement

Contact person’s name, position and contact details:  As detailed in the Agreement

Activities relevant to the data transferred under these Clauses: As described in Section 2 of the DPA.

Signature and date: The date of the Agreement

Role (controller/processor): Controller

‍

Data importer(s): 

Name: Lumana Inc. 

Trading Name (if different):  N/A

Address and contact information: 20 S Santa Cruz Ave #204b; Los Gatos, CA 95030, USA

[email protected]

Official Registration Number (if any) (company number or similar identifier): N/A

Activities relevant to the data transferred under these Clauses: As described in Section 2 of the DPA.

Signature and date: 

Role (controller/processor): Processor

2. Description of the Transfer

Data Subjects
As described in Exhibit A of the DPA 
Categories of Personal Data
As described in Exhibit A of the DPA
Special Category Personal Data (if applicable)
As described in Exhibit A of the DPA
Nature of the Processing
As described in Exhibit A of the DPA
Purposes of Processing
As described in Exhibit A of the DPA
Duration of Processing and Retention (or the criteria to determine such period)
As described in Exhibit A of the DPA
Frequency of the transfer
As necessary to provide perform all obligations and rights with respect to Personal Data as provided in the Agreement or DPA
Recipients of Personal Data Transferred to the Data Importer
Company will maintain a list of Authorized Sub-Processors, available on request via email to [email protected]

3. Competent Supervisory Authority

The supervisory authority shall be the supervisory authority of the Data Exporter, as determined in accordance with Clause 13 of the EU SCCs. The supervisory authority for the purposes of the UK Addendum shall be the UK Information Commissioner’s Officer.

Exhibit C
Description of the Technical and Organizational Security Measures implemented by the Data Importer
The following includes the information required by Annex II of the EU SCCs and Annex II of the UK Addendum. 
Technical and Organizational Security Measure
Details
Measures of pseudonymisation and encryption of personal data
Company has deployed secure methods and protocols for transmission of confidential or sensitive information over public networks. Databases housing sensitive customer data are encrypted at rest. Company uses only recommended secure cipher suites and protocols to encrypt all traffic in transit and Customer Data is securely encrypted with strong ciphers and configurations when at rest.
Measures for ensuring ongoing confidentiality, integrity, availability and resilience of processing systems and services
Company’s customer agreements contain strict confidentiality obligations. Additionally, Company requires every downstream Subprocessor to sign confidentiality provisions that are substantially similar to those contained in Company’s customer agreements.

Company has undergone a SOC 2 Type 2 audit that includes the Security and Processing Integrity Trust Service Criteria.
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 incident
Periodic (at least weekly) of production datastores are taken.

Backups are periodically tested in accordance with information security and data management policies.
Processes for regularly testing, assessing and evaluating the effectiveness of technical and organizational measures in order to ensure the security of the processing
Company has undergone a SOC 2 Type 2 audit that includes the Security and Processing Integrity Trust Service Criteria.
Measures for user identification and authorization
Company uses secure access protocols and processes and follows industry best-practices for authentication, including the ability to enable Multifactor Authentication. All production access requires the use of JWT for authentication. Network infrastructure is securely configured to vendor and industry best practices to block all unnecessary ports, services, and unauthorized network traffic.
Measures for the protection of data during transmission
Company has deployed secure methods and protocols for transmission of confidential or sensitive information over public networks. Company uses only recommended secure cipher suites and protocols to encrypt all traffic in transit (i.e. TLS 1.2)
Measures for the protection of data during storage
Encryption-at-rest is automated used. All keys are fully managed by AWS or Google.
Measures for ensuring physical security of locations at which personal data are processed
All Company processing occurs in physical data centers that are managed by AWS or Google.
Measures for ensuring events logging
Company monitors access to applications, tools, and resources that process or store Customer Data, including cloud services. Monitoring of security logs is managed by the security and engineering teams. Log activities are investigated when necessary and escalated appropriately.
Measures for ensuring system configuration, including default configuration
Company adheres to a change management process to administer changes to the production environment for the Services, including changes to its underlying software, applications, and systems. All production changes are automated through CI/CD tools to ensure consistent configurations.
Measures for certification/assurance of processes and products
Company undergoes annual SOC 2 Type II.
Measures for ensuring data minimisation
Company’s Customers unilaterally determine what data they route through the Services. As such, Company operates on a shared responsibility model.
Measures for ensuring data quality
Company ensures that data quality is maintained from the time to time. Customer sends Customer Data into the Services and until that Customer Data is presented or exported.
Measures for ensuring limited data retention
Customers determine what data they route through the Services. As such, Company operates on a shared responsibility model. If a Customer is unable to delete Personal Data via the self-services functionality of the Services, then the Company deletes such Personal Data upon the Customer's written request, within the timeframe specified in this DPA and in accordance with Applicable Data Protection Law. All Personal Data is deleted from the Services following service termination.
Measures for ensuring accountability
Company has adopted measures for ensuring accountability, such as implementing data protection and information security policies across the business, recording and reporting Personal Data Breaches, and formally assigning roles and responsibilities for information security and data privacy functions. Additionally, the Company conducts regular third-party audits to ensure compliance with our privacy and security standards.
Measures for allowing data portability and ensuring erasure
Personal Data submitted to the Services by Customer may be deleted at the Customer’s request.

Personal Data is incidental to the Company’s Services. Based on Privacy by Design and Data Minimization principles, Company severely limits the instances of Personal Data collection and processing within the Services. Most use cases for porting Personal Data from Company are not applicable.
Technical and organizational measures of sub-processors
The Company enters into Data Processing Agreements with its Authorized Sub-Processors with data protection obligations substantially similar to those contained in this DPA.
Exhibit D
UK Addendum
International Data Transfer Addendum to the EU Commission Standard Contractual Clauses
i. Part 1: Tables
Table 1: Parties
Start Date
This UK Addendum shall have the same effective date as the DPA 
The Parties 
Exporter
Importer
Parties’ Details
Customer
Company
Key Contact 
See Exhibit B of this DPA
See Exhibit B of this DPA
Table 2: Selected SCCs, Modules and Selected Clauses
EU SCCs
The Version of the Approved EU SCCs which this UK Addendum is appended to as defined in the DPA and completed by Section 6.2 and 6.3 of the DPA.  
Table 3: Appendix Information
“Appendix Information” means the information which must be provided for the selected modules as set out in the Appendix of the Approved EU SCCs (other than the Parties), and which for this UK Addendum is set out in:
a) Annex 1A: List of Parties
b) As per Table 1 above
c) Annex 2B: Description of Transfer
d) See Exhibit B of this DPA
e) Annex II: Technical and organisational measures including technical and organisational measures to ensure the security of the data:
f) See Exhibit C of this DPA
g) Annex III: List of Sub processors (Modules 2 and 3 only):
h) See Exhibit B of this DPA 
Table 4: Ending this UK Addendum when the Approved UK Addendum Changes 
b) [SELECT OPTION] [Note: This provision permits the selected party (if any) to terminate the UK Addendum if the ICO changes the approved UK Addendum which directly results in a substantial, disproportionate, and demonstrable increase in (a) its direct costs of performing its obligations under the UK Addendum or (b) its risk under the UK Addendum.]
Ending this UK Addendum when the Approved UK Addendum changes
x          Importer
x          Exporter
☐         Neither Party
c) Entering into this UK Addendum:
1) Each party agrees to be bound by the terms and conditions set out in this UK Addendum, in exchange for the other party also agreeing to be bound by this UK Addendum.
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2) Although Annex 1A and Clause 7 of the Approved EU SCCs require signature by the Parties, for the purpose of making ex-UK Transfers, the Parties may enter into this UK Addendum in any way that makes them legally binding on the Parties and allows data subjects to enforce their rights as set out in this UK Addendum. Entering into this UK Addendum will have the same effect as signing the Approved EU SCCs and any part of the Approved EU SCCs.
d) Interpretation of this UK Addendum
3) Where this UK Addendum uses terms that are defined in the Approved EU SCCs those terms shall have the same meaning as in the Approved EU SCCs. In addition, the following terms have the following meanings:
UK Addendum
means this International Data Transfer Addendum incorporating the EU SCCs, attached to the DPA as Exhibit D. 
EU SCCs
means the version(s) of the Approved EU SCCs which this UK Addendum is appended to, as set out in Table 2, including the Appendix Information
Appendix Information
shall be as set out in Table 3
Appropriate Safeguards 
means the standard of protection over the personal data and of data subjects’ rights, which is required by UK Data Protection Laws when you are making an ex-UK Transfer relying on standard data protection clauses under Article 46(2)(d) UK GDPR.
Approved UK Addendum
means the template Addendum issued by the ICO and laid before Parliament in accordance with s119A of the Data Protection Act 2018 on 2 February 2022, as may be revised under Section ‎18 of the UK Addendum.
Approved EU SCCs
means the standard contractual clauses approved by the European Commission in Commission Decision 2021/914 dated 4 June 2021, for transfers of personal data to countries not otherwise recognized as offering an adequate level of protection for personal data by the European Commission (as amended and updated from time to time).
ICO
means the Information Commissioner of the United Kingdom.
ex-UK Transfer  
shall have the same definition as set forth in the DPA .
UK
means the United Kingdom of Great Britain and Northern Ireland  
UK Data Protection Laws
means all laws relating to data protection, the processing of personal data, privacy and/or electronic communications in force from time to time in the UK, including the UK GDPR and the Data Protection Act 2018.
UK GDPR 
shall have the definition set forth in the DPA.
4) The UK Addendum must always be interpreted in a manner that is consistent with UK Data Protection Laws and so that it fulfills the Parties’ obligation to provide the Appropriate Safeguards.
5) If the provisions included in the UK Addendum amend the Approved EU SCCs in any way which is not permitted under the Approved EU SCCs or the Approved UK Addendum, such amendment(s) will not be incorporated in the UK Addendum and the equivalent provision of the Approved EU SCCs will take their place.
6) If there is any inconsistency or conflict between UK Data Protection Laws and the UK Addendum, UK Data Protection Laws will apply.
7) If the meaning of the UK Addendum is unclear or there is more than one meaning, the meaning which most closely aligns with UK Data Protection Laws applies. 
8) Any references to legislation (or specific provisions of legislation) means that legislation (or specific provision) as it may change over time. This includes where that legislation (or specific provision) has been consolidated, re-enacted and/or replaced after the UK Addendum has been entered into
e) Hierarchy
9) Although Clause 5 of the Approved EU SCCs sets out that the Approved EU SCCs prevail over all related agreements between the parties, the parties agree that, for ex-UK Transfers, the hierarchy in Section 10 below will prevail.
10) Where there is any inconsistency or conflict between the Approved UK Addendum and the EU SCCs (as applicable), the Approved UK Addendum overrides the EU SCCs, except where (and in so far as) the inconsistent or conflicting terms of the EU SCCs provides greater protection for data subjects, in which case those terms will override the Approved UK Addendum.
11) Where this UK Addendum incorporates EU SCCs which have been entered into to protect ex-EU Transfers subject to the GDPR, then the parties acknowledge that nothing in the UK Addendum impacts those EU SCCs. 
f) Incorporation and Changes to the EU SCCs:
12) This UK Addendum incorporates the EU SCCs which are amended to the extent necessary so that:
g) together they operate for data transfers made by the data exporter to the data importer, to the extent that UK Data Protection Laws apply to the data exporter’s processing when making that data transfer, and they provide Appropriate Safeguards for those data transfers;
h) Sections 9 to 11 above override Clause 5 (Hierarchy) of the EU SCCs; and
i) the UK Addendum (including the EU SCCs incorporated into it) is (1) governed by the laws of England and Wales and (2) any dispute arising from it is resolved by the courts of England and Wales.
13) Unless the parties have agreed alternative amendments which meet the requirements of Section 12 of this UK Addendum, the provisions of Section 15 of this UK Addendum will apply.
14) No amendments to the Approved EU SCCs other than to meet the requirements of Section 12 of this UK Addendum may be made.
15) The following amendments to the EU SCCs (for the purpose of Section 12 of this UK Addendum) are made: 
a) References to the “Clauses” means this UK Addendum, incorporating the EU SCCs;
b) In Clause 2, delete the words: “and, with respect to data transfers from controllers to processors and/or processors to processors, standard contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679”,
c) Clause 6 (Description of the transfer(s)) is replaced with: “The details of the transfers(s) and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred) are those specified in Annex I.B where UK Data Protection Laws apply to the data exporter’s processing when making that transfer.”;
d) Clause 8.7(i) of Module 1 is replaced with: “it is to a country benefitting from adequacy regulations pursuant to Section 17A of the UK GDPR that covers the onward transfer”;
e) Clause 8.8(i) of Modules 2 and 3 is replaced with: “the onward transfer is to a country benefitting from adequacy regulations pursuant to Section 17A of the UK GDPR that covers the onward transfer;”
f) References to “Regulation (EU) 2016/679”, “Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation)” and “that Regulation” are all replaced by “UK Data Protection Laws”. References to specific Article(s) of “Regulation (EU) 2016/679” are replaced with the equivalent Article or Section of UK Data Protection Laws;
g) References to Regulation (EU) 2018/1725 are removed;
h) References to the “European Union”, “Union”, “EU”, “EU Member State”, “Member State” and “EU or Member State” are all replaced with the “UK”;
i) The reference to “Clause 12(c)(i)” at Clause 10(b)(i) of Module one, is replaced with “Clause 11(c)(i)”;
j) Clause 13(a) and Part C of Annex I are not used; 
k) The “competent supervisory authority” and “supervisory authority” are both replaced with the “Information Commissioner”;
l) In Clause 16(e), subsection (i) is replaced with: “the Secretary of State makes regulations pursuant to Section 17A of the Data Protection Act 2018 that cover the transfer of personal data to which these clauses apply;”; 
m) Clause 17 is replaced with: “These Clauses are governed by the laws of England and Wales”;
n) Clause 18 is replaced with: “Any dispute arising from these Clauses shall be resolved by the courts of England and Wales.” A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of any country in the UK. The parties agree to submit themselves to the jurisdiction of such courts.”; and
o) The footnotes to the Approved EU SCCs do not form part of the UK Addendum, except for footnotes 8, 9, 10 and 11. 
j) Amendments to the UK Addendum
16) The parties may agree to change Clauses 17 and/or 18 of the EU SCCs to refer to the laws and/or courts of Scotland or Northern Ireland.
17) If the parties wish to change the format of the information included in Part 1: Tables of the Approved UK Addendum, they may do so by agreeing to the change in writing, provided that the change does not reduce the Appropriate Safeguards.
18) From time to time, the ICO may issue a revised Approved UK Addendum which: 
a) makes reasonable and proportionate changes to the Approved UK Addendum, including correcting errors in the Approved UK Addendum; and/or
b) reflects changes to UK Data Protection Laws;

The revised Approved UK Addendum will specify the start date from which the changes to the Approved UK Addendum are effective and whether the parties need to review this UK Addendum including the Appendix Information. This UK Addendum is automatically amended as set out in the revised Approved UK Addendum from the start date specified. 
19) If the ICO issues a revised Approved UK Addendum under Section 18 of this UK Addendum, if a party will as a direct result of the changes in the Approved UK Addendum have a substantial, disproportionate and demonstrable increase in: 
c) its direct costs of performing its obligations under the UK Addendum; and/or 
d) its risk under the UK Addendum, 

And in either case it has first taken reasonable steps to reduce those costs or risks so that it is not substantial and disproportionate, then that party may end this UK Addendum at the end of a reasonable notice period, by providing written notice for that period to the other party before the start date of the revised Approved UK Addendum.
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20) The parties do not need the consent of any third party to make changes to this UK Addendum, but any changes must be made in accordance with its terms.