Data Processing Addendum

DATA PROCESSING ADDENDUM

This Data Processing Addendum (the "Addendum") is made by and between Equafin Corp. d/b/a Marvin ("Company") and the party making the purchase. ("Customer"). This Addendum is incorporated into the Software Subscription Agreement ("Agreement") between the Company and the Customer and applies in respect of the provision of the Services to the Customer if the Processing of Customer Personal Data (as defined below) is subject to the GDPR, only to the extent the Customer is a Controller of Customer Personal Data and Company is a Processor. This Addendum shall be effective for the term of the Agreement as defined in the invoice or the order-form.

[Definitions]{.underline}
1. For the purposes of the Addendum:
  1. "Customer Personal Data" means the Personal Data described under [Schedule 1]{.underline} to this Addendum, in respect of which the Customer is the Controller;
  2. "Data Protection Legislation" means any law relating to the processing of personal data as applicable, including: (a) the Data Protection Act 2018; (b) the Privacy and Electronic Communications (EC Directive) Regulations 2003 and any regulation from time to time in any member state of the European Union or European Economic Area which implements Directive 2002/58/EC of the European Parliament; (c) the General Data Protection Regulation (EU) 2016/679 of the European Parliament (the "EU GDPR") and any legislation or regulation implementing or exercising derogations under the EU GDPR from time to time in any member state of the European Union or European Economic Area; (d) the EU GDPR in such form as incorporated into the law of England and Wales, Scotland and Northern Ireland by virtue of the European Union (Withdrawal) Act 2018 and any regulations thereunder, and the UK Data Protection Act 2018; (the "UK GDPR"); and (e) any applicable rules, requirements, directions, guidelines and codes of practice issued by a data protection authority in respect of the processing of personal data; and
  3. "GDPR" means EU GDPR and UK GDPR as applicable.
  4. "Personal Data", "Data Subject", "Personal Data Breach", "Process", "Processor" and "Controller" will each have the meaning given to them in the GDPR.
  5. "EU Controller to Processor Standard Contractual Clauses" means the Annex to the European Commission's decision of 4 June 2021 on Standard Contractual Clauses for the transfer of personal data to third countries which do not ensure an adequate level of data protection pursuant to the EU GDPR with "Module 2" selected (which covers transfers of Personal Data from a Controller to a Processor) and attached hereto as [Schedule]{.underline} 2 to thi s Addendum.
  6. "UK Standard Contractual Clauses" means the UK government approved addendum to the European Commission's Standard Contractual Clauses for the transfer of personal data to third countries which do not ensure an adequate level of data protection pursuant to the UK GDPR, as set out in [Schedule 3]{.underline} to this Addendum.
2. Capitalized terms not otherwise defined herein shall have the meaning given to them in the Agreement.
[Processing of Customer Personal Data]{.underline}
1. The parties acknowledge and agree that Customer is the Controller of Customer Personal Data and the Company is the Processor of that data. Company will only Process Customer Personal Data as a Processor on behalf of and in accordance with the Customer's prior written instructions, including with respect to transfers of personal data. Company is hereby instructed to Process Customer Personal Data to the extent necessary to enable Company to provide the Services in accordance with the Agreement. A description of Processing is set forth in [Schedule 1]{.underline}.
2. If Company cannot process Customer Personal Data in accordance with Customer's instructions due to a legal requirement under applicable law, Company will (i) promptly notify the Customer of such inability, providing a reasonable level of detail as to the instructions with which it cannot comply and the reasons why it cannot comply, to the greatest extent permitted by applicable law; and (ii) cease all Processing of the affected Customer Personal Data (other than merely storing and maintaining the security of the affected Customer Personal Data) until such time as the Customer issues new instructions with which Company is able to comply. If this provision is invoked, Company will not be liable to the Customer under the Agreement for failure to perform the Services until such time as the Customer issues new instructions.
3. Each of the Customer and Company will comply with their respective obligations under the Data Protection Legislation. Customer shall ensure that the Customer has obtained (or will obtain) all rights and consents (if required) which are necessary for Company to Process Customer Personal Data in accordance with this Addendum.
4. In order to perform the Services, Customer Personal Data is transferred to Company either by Zoom Video Communications, Inc. ("Zoom") on behalf of Customer, or by Customer directly to Company. If Company receives Customer Personal Data originating from the European Economic Area or the United Kingdom from Zoom, Customer is the exporter and Zoom is the importer. The onward transfer of Personal Data from Zoom to Company is governed by an agreement between Zoom and Company. If Company receives Customer Personal Data originating from the European Economic Area or the United Kingdom directly from Customer ("Direct Customer Personal Data"), the EU Controller to Processor Standard Contractual Clauses as attached to this Addendum as [Schedule 2]{.underline} will apply between the Customer as exporter and Company as importer (where the Direct Customer Personal Data is subject to the EU GDPR) and the UK Standard Contractual Clauses as attached to this Addendum as [Schedule 3]{.underline} will apply between the Customer as exporter and Company as importer (where the Direct Customer Personal Data is subject to the UK GDPR) (together the "Standard Contractual Clauses"). The Standard Contractual Clauses shall automatically terminate once the transfer of Direct Customer Personal Data becomes lawful under the GDPR in the absence of such Standard Contractual Clauses on any other basis. The Customer acknowledges that Company may replace the Standard Contractual Clauses as attached to this Addendum with any replacement clauses approved by the European Commission or UK Government (as applicable) for such purposes from time to time.
[Confidentiality]{.underline}

Company will ensure that any person whom Company authorizes to Process Customer Personal Data on its behalf is subject to confidentiality obligations in respect of that Customer Personal Data.

[Security Measures]{.underline}
1. Company will implement appropriate technical and organisational measures to protect against accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Customer Personal Data. In connection with Direct Customer Personal Data, such measures are described under Annex 2 to the EU Controller to Processor Standard Contractual Clauses.
2. Company will provide the Customer with reasonable assistance as necessary for the fulfilment of the Customer's obligation to keep Customer Personal Data secure.
[Sub-Processing]{.underline}
1. Customer provides a general authorisation for Company to engage sub-Processors to perform specific services on Company's behalf which may require such sub-Processors to Process Customer Personal Data. For the avoidance of doubt, in connection with Direct Customer Personal Data, the above authorization constitutes Customer's prior written authorisation to the sub-Processing by the Company for purposes of Clause 9 of the EU Controller to Processor Standard Contractual Clauses. A list of the Company's sub-Processors as at the date of this Addendum is available at [Schedule 4]{.underline}. Company will inform Customer of any intended changes concerning the addition or replacement of any sub-Processors and Customer will have an opportunity to object to such changes on reasonable grounds within fifteen (15) business days after being notified. If the parties are unable to resolve such objection, either party may terminate the Agreement by providing written notice to the other party.
2. Company will enter into a written agreement with the sub-Processor that imposes on the sub-Processor substantially the same obligations that apply to Company under this Addendum. Where any of its sub-Processors fails to fulfil its data protection obligations, Company will be liable to the Customer for the performance of its sub-Processors' obligations.
3. The parties agree that the copies of the Sub-processor agreements that must be provided by Company to Customer pursuant to Clause 9(c) of the EU Controller to Processor Standard Contractual Clauses, if applicable, may have commercial information or clauses unrelated to the EU Controller to Processor Standard Contractual Clauses, removed by Company beforehand; and, that such copies will be provided by Company, in a manner to be determined in its discretion, only upon Customer's written request.
[Data Subject Rights]{.underline}

Company will, at the Customer's request and subject to the Customer paying all of Company's fees at prevailing rates, and all expenses, provide the Customer with assistance necessary for the fulfilment of the Customer's obligation to respond to requests for the exercise of Data Subjects' rights. Company shall not respond to such requests without Customer's prior written consent and written instructions. Customer shall be solely responsible for responding to such requests.

[Personal Data Breaches]{.underline}

Company will notify the Customer promptly within thirty-six (36) hours after it becomes aware of any Personal Data Breach affecting any Customer Personal Data. At the Customer's request and subject to the Customer paying all of Company's fees at prevailing rates, and all expenses, Company will promptly provide the Customer with all reasonable assistance necessary to enable the Customer to notify relevant security breaches to the competent data protection authorities and/or affected Data Subjects, if Customer is required to do so under the GDPR. Customer is solely responsible for complying with Personal Data Breach notification requirements applicable to Customer and fulfilling any third-party notification obligations related to any Personal Data Breach.

[Data Protection Impact Assessment; Prior Consultation]{.underline}

Company will, at the Customer's request and subject to the Customer paying all of Company's fees at prevailing rates, and all expenses, provide the Customer with reasonable assistance to facilitate conducting data protection impact assessments and consultation with data protection authorities, if the Customer is required to engage in such activities under the GDPR, and solely to the extent that such assistance is necessary and relates to the Processing by the Company of the Customer Personal Data, taking into account the nature of the Processing and the information available to the Company.

[Return or Deletion of Customer Personal Data]{.underline}

Company will return or delete, at Customer's choice, Customer Personal Data to the Customer after the end of the provision of Services relating to the Processing, and delete existing copies unless applicable law requires storage of the data. The parties agree that certification of deletion of Direct Customer Personal Data as described in Clause 8.5 of the EU Controller to Processor Standard Contractual Clauses, if applicable, shall be provided only upon Customer's request.

[Information]{.underline}

The Company will, at Customer's request and subject to the Customer paying all of Company's fees at prevailing rates, and all expenses, provide the Customer with all information necessary to enable the Customer to demonstrate compliance with its obligations under the GDPR, and allow for and contribute to audits, including inspections, conducted by the Customer or an auditor mandated by the Customer, to the extent that such information is within Company's control and Company is not precluded from disclosing it by applicable law, a duty of confidentiality, or any other obligation owed to a third party, and provided that such audits shall be carried out with reasonable notice during regular business hours not more often than once per year. The parties agree that the audits described in Clause 8.9 of the EU Controller to Processor Standard Contractual Clauses, if applicable, shall be performed in accordance with this Section 10. Company will immediately inform Customer if, in its opinion, an instruction from Customer infringes the GDPR or other data protection provisions of the European Union, its Member States or the United Kingdom.

[Liability]{.underline}
1. Each party's liability towards the other party under or in connection with this Addendum will be limited in accordance with the provisions of the Agreement.
2. The Customer acknowledges that the Company is reliant on the Customer for direction as to the extent to which Company is entitled to Process Customer Personal Data on behalf of Customer in performance of the Services. Consequently the Company will not be liable under the Agreement for any claim brought by a Data Subject arising from any action or omission by the Company, to the extent that such action or omission resulted from the Customer's instructions or from Customer's failure to comply with its obligations under the applicable data protection law.
[Requests by Law Enforcement]{.underline}
1. As a matter of general practice, Company does not voluntarily provide government agencies or authorities (including law enforcement) with access to Customer Personal Data. If a government agency or authority (including law enforcement) sends Company a compulsory demand for Customer Personal Data (for example, through a subpoena, court order, search warrant, or other valid legal process), Company will: (i) inform the government agency that Company is a processor or service provider (as applicable of the Customer Personal Data) and (ii) attempt to redirect the law enforcement agency to request that Customer Personal Data directly from Customer. As part of this effort, Company may provide Customer's basic contact information to the law enforcement agency. If compelled to disclose Customer Personal Data to a law enforcement agency, Company will give Customer reasonable notice of the demand to allow Customer to seek a protective order or other appropriate remedy unless Company is legally prohibited from doing so or it has a reasonable and good-faith belief that urgent access is necessary to prevent an imminent risk of serious harm to any individual, public safety, or Company's property, product, or services. Company shall not provide access to the Customer Personal Data until the earlier of: (a) Customer provides authorization to Company; (b) Company is informed or affirmatively learns that a protective order or other appropriate remedy is being sought or has been issued; or (c) thirty (30) days have elapsed since notice of the compulsory request to Customer and Customer has not responded.
[Restrictions]{.underline}
1. Company is prohibited from:

(a) selling Customer Personal Data;

(b) retaining, using, or disclosing Customer Personal Data for any purposes other than the specific purposes of performing the Service or as otherwise permitted under the Agreement and this DPA, including retaining, using, or disclosing Customer Personal Data for a commercial purpose other than providing the Service; or

(c) retaining using or disclosing Customer Personal Data outside the direct business relationship between Company and Customer.

Company hereby certifies that it understands the restrictions set out in Section 13.1 and will comply with them.

[General Provisions]{.underline}
1. With regard to the subject matter of this Addendum, in the event of inconsistencies between the provisions of this Addendum and the Agreement, the provisions of this Addendum shall prevail.

[SCHEDULE 1]{.underline}

Details of Processing

Categories of Data Subjects. This Addendum applies to the Processing of Customer Personal Data relating to Customer's end users, clients, consultants, prospects and advisors.
Types of Personal Data. Customer Personal Data includes Personal Data contained in the audio and/or video recording of a meeting conducted by Customer and its users or customers, which Personal Data may include name, contact details, images, personal opinions and experiences.
Subject-Matter and Nature of the Processing. The subject-matter of Processing of Customer Personal Data by Company is the provision of the Services to the Customer that involves the Processing of Customer Personal Data. Customer Personal Data will be subject to those Processing activities which Company needs to perform in order to provide the Services pursuant to the Agreement and any applicable statement of work.
Purpose of the Processing. Customer Personal Data will be Processed by Company for purposes of providing the Services set out into the Agreement and any applicable statement of work.
Duration of the Processing. Customer Personal Data will be Processed for the duration of the Agreement and any period in which Company is instructed by the Customer to store Customer Personal Data after termination of the Agreement, subject to Section 9 of the Addendum.

[
]{.underline}

[SCHEDULE 2]{.underline}

[EU Standard Contractual Clauses (Controller to Processor)]{.underline}

[SECTION I]{.underline}

Clause 1

Purpose and scope

(a) The purpose of these standard contractual clauses is to ensure compliance with the requirements of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of and on the free movement of such data (General Data Protection Regulation) for the transfer of personal data to a third country.

(b) The Parties:

i.  the natural or legal person(s), public authority/ies, agency/ies
    or other body/ies (hereinafter "entity/ies") transferring the
    personal data, as listed in Annex I.A. (hereinafter each "data
    exporter"), and

ii. the entity/ies in a third country receiving the personal data
    from the data exporter, directly or indirectly via another
    entity also Party to these Clauses, as listed in Annex I.A.
    (hereinafter each "data importer") have agreed to these standard
    contractual clauses (hereinafter: "Clauses").

(d) The Appendix to these Clauses containing the Annexes referred to therein forms an integral part of these Clauses.

Clause 2

Effect and invariability of the Clauses

(a) These Clauses set out appropriate safeguards, including enforceable data subject rights and effective legal remedies, pursuant to Article 46(1) and Article 46 (2)(c) of Regulation (EU) 2016/679 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, provided they are not modified, except to select the appropriate Module(s) or to add or update information in the Appendix. This does not prevent the Parties from including the standard contractual clauses laid down in these Clauses in a wider contract and/or to add other clauses or additional safeguards, provided that they do not contradict, directly or indirectly, these Clauses or prejudice the fundamental rights or freedoms of data subjects.

(b) These Clauses are without prejudice to obligations to which the data exporter is subject by virtue of Regulation (EU) 2016/679.

Clause 3

Third-party beneficiaries

(a) Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, with the following exceptions:

i.  Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;

ii. Clause 8.1(b), 8.9(a), (c), (d) and (e);

iii. Clause 9(a), (c), (d) and (e);

iv. Clause 12(a), (d) and (f);

v.  Clause 13;

vi. Clause 15.1(c), (d) and (e);

vii. Clause 16(e);

viii. Clause 18(a) and (b)

(b) Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.

Clause 4

Interpretation

(a) Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that Regulation.

(b) These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679.

(c) These Clauses shall not be interpreted in a way that conflicts with rights and obligations provided for in Regulation (EU) 2016/679.

Clause 5

Hierarchy

In the event of a contradiction between these Clauses and the provisions of related agreements between the Parties, existing at the time these Clauses are agreed or entered into thereafter, these Clauses shall prevail.

Clause 6

Description of the transfer(s)

The details of the transfer(s), and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred, are specified in Annex I. B.

Clause 7

Docking clause

Not used

[SECTION II -- OBLIGATIONS OF THE PARTIES]{.underline}

Clause 8

Data protection safeguards

The data exporter warrants that it has used reasonable efforts to determine that the data importer is able, through the implementation of appropriate technical and organisational measures, to satisfy its obligations under these Clauses.

8.1 Instructions

(a) The data importer shall process the personal data only on documented instructions from the data exporter. The data exporter may give such instructions throughout the duration of the contract.

(b) The data importer shall immediately inform the data exporter if it is unable to follow those instructions.

8.2 Purpose limitation

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

8.3 Transparency

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

8.4 Accuracy

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

8.5 Duration of processing and erasure or return of data

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

8.6 Security of processing

(a) The data importer and, during transmission, also the data exporter shall implement appropriate technical and organisational measures to ensure the security of the data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access to that data (hereinafter "personal data breach"). In assessing the appropriate level of security, the Parties shall take due account of the state of the art, the costs of implementation, the nature, scope, context and purpose(s) of processing and the risks involved in the processing for the data subjects. The Parties shall in particular consider having recourse to encryption or pseudonymisation, including during transmission, where the purpose of processing can be fulfilled in that manner. In case of pseudonymisation, the additional information for attributing the personal data to a specific data subject shall, where possible, remain under the exclusive control of the data exporter. In complying with its obligations under this paragraph, the data importer shall at least implement the technical and organisational measures specified in Annex II. The data importer shall carry out regular checks to ensure that these measures continue to provide an appropriate level of security.

(b) The data importer shall grant access to the personal data to members of its personnel only to the extent strictly necessary for the implementation, management and monitoring of the contract. It shall ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

(c) In the event of a personal data breach concerning personal data processed by the data importer under these Clauses, the data importer shall take appropriate measures to address the breach, including measures to mitigate its adverse effects. The data importer shall also notify the data exporter without undue delay after having become aware of the breach. Such notification shall contain the details of a contact point where more information can be obtained, a description of the nature of the breach (including, where possible, categories and approximate number of data subjects and personal data records concerned), its likely consequences and the measures taken or proposed to address the breach including, where appropriate, measures to mitigate its possible adverse effects. Where, and in so far as, it is not possible to provide all information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay.

(d) The data importer shall cooperate with and assist the data exporter to enable the data exporter to comply with its obligations under Regulation (EU) 2016/679, in particular to notify the competent supervisory authority and the affected data subjects, taking into account the nature of processing and the information available to the data importer.

8.7 Sensitive data

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

8.8 Onward transfers

The data importer shall only disclose the personal data to a third party on documented instructions from the data exporter. In addition, the data may only be disclosed to a third party located outside the European Union (in the same country as the data importer or in another third country, hereinafter "onward transfer") if the third party is or agrees to be bound by these Clauses, or if:

(i) the onward transfer is to a country benefitting from an adequacy decision pursuant to Article 45 of Regulation (EU) 2016/679 that covers the onward transfer;

(ii) the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 Regulation of (EU) 2016/679 with respect to the processing in question;

(iii) the onward transfer is necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings; or

(iv) the onward transfer is necessary in order to protect the vital interests of the data subject or of another natural person.

Any onward transfer is subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose limitation.

8.9 Documentation and compliance

(a) The data importer shall promptly and adequately deal with enquiries from the data exporter that relate to the processing under these Clauses.

(b) The Parties shall be able to demonstrate compliance with these Clauses. In particular, the data importer shall keep appropriate documentation on the processing activities carried out on behalf of the data exporter.

(c) The data importer shall make available to the data exporter all information necessary to demonstrate compliance with the obligations set out in these Clauses and at the data exporter's request, allow for and contribute to audits of the processing activities covered by these Clauses, at reasonable intervals or if there are indications of non-compliance. In deciding on a review or audit, the data exporter may take into account relevant certifications held by the data importer.

(d) The data exporter may choose to conduct the audit by itself or mandate an independent auditor. Audits may include inspections at the premises or physical facilities of the data importer and shall, where appropriate, be carried out with reasonable notice.

(e) The Parties shall make the information referred to in paragraphs (b) and (c), including the results of any audits, available to the competent supervisory authority on request.

Clause 9

Use of sub-processors

(a) The data importer has the data exporter's general authorisation for the engagement of sub-processor(s) from an agreed list. The data importer shall specifically inform the data exporter in writing of any intended changes to that list through the addition or replacement of sub-processors at least 15 business days in advance, thereby giving the data exporter sufficient time to be able to object to such changes prior to the engagement of the sub-processor(s). The data importer shall provide the data exporter with the information necessary to enable the data exporter to exercise its right to object.

(b) Where the data importer engages a sub-processor to carry out specific processing activities (on behalf of the data exporter), it shall do so by way of a written contract that provides for, in substance, the same data protection obligations as those binding the data importer under these Clauses, including in terms of third-party beneficiary rights for data subjects. The Parties agree that, by complying with this Clause, the data importer fulfils its obligations under Clause 8.8. The data importer shall ensure that the sub-processor complies with the obligations to which the data importer is subject pursuant to these Clauses.

(c) The data importer shall provide, at the data exporter's request, a copy of such a sub- processor agreement and any subsequent amendments to the data exporter. To the extent necessary to protect business secrets or other confidential information, including , the data importer may redact the text of the agreement prior to sharing a copy.

(d) The data importer shall remain fully responsible to the data exporter for the performance of the sub-processor's obligations under its contract with the data importer. The data importer shall notify the data exporter of any failure by the sub- processor to fulfil its obligations under that contract.

(e) The data importer shall agree a third-party beneficiary clause with the sub-processor whereby - in the event the data importer has factually disappeared, ceased to exist law or has become insolvent - the data exporter shall have the right to terminate the sub-processor contract and to instruct the sub-processor to erase or return the personal data.

Clause 10

Data subject rights

(a) The data importer shall promptly notify the data exporter of any request it has received from a data subject. It shall not respond to that request itself unless it has been authorised to do so by the data exporter.

(b) The data importer shall assist the data exporter in fulfilling its obligations to respond to data subjects' requests for the exercise of their rights under Regulation (EU) 2016/679. In this regard, the Parties shall set out in Annex II the appropriate technical and organisational measures, taking into account the nature of the processing, by which the assistance shall be provided, as well as the scope and the extent of the assistance required.

(c) In fulfilling its obligations under paragraphs (a) and (b), the data importer shall comply with the instructions from the data exporter.

Clause 11

Redress

(a) The data importer shall inform data subjects in a transparent and easily accessible format, through individual notice or on its website, of a contact point authorised to handle complaints. It shall deal promptly with any complaints it receives from a data subject.

(b) In case of a dispute between a data subject and one of the Parties as regards compliance with these Clauses, that Party shall use its best efforts to resolve the issue amicably in a timely fashion. The Parties shall keep each other informed about such disputes and, where appropriate, cooperate in resolving them.

(c) Where the data subject invokes a third-party beneficiary right pursuant to Clause 3, the data importer shall accept the decision of the data subject to:

i.  lodge a complaint with the supervisory authority in the Member
    State of his/her habitual residence or place of work, or the
    competent supervisory authority pursuant to Clause 13;

ii. refer the dispute to the competent courts within the meaning of
    Clause 18.

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(a) The Parties accept that the data subject may be represented by a not-for-profit body, organisation or association under the conditions set out in Article 80(1) of Regulation (EU) 2016/679.

(b) The data importer shall abide by a decision that is binding under the applicable EU or Member State law.

(c) The data importer agrees that the choice made by the data subject will not prejudice his/her substantive and procedural rights to seek remedies in accordance with applicable laws.

Clause 12

Liability

(a) Each Party shall be liable to the other Party/ies for any damages it causes the other Party/ies by any breach of these Clauses.

(b) The data importer shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data importer or its sub-processor causes the data subject by breaching the third-party beneficiary rights under these Clauses.

(c) Notwithstanding paragraph (b), the data exporter shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data exporter or the data importer (or its sub-processor) causes the data subject by breaching the third-party beneficiary rights under these Clauses. This is without prejudice to the liability of the data exporter and, where the data exporter is a processor acting on behalf of a controller, to the liability of the controller under Regulation (EU) 2016/679 or Regulation (EU) 2018/1725, as applicable.

(d) The Parties agree that if the data exporter is held liable under paragraph (c) for damages caused by the data importer (or its sub-processor), it shall be entitled to claim back from the data importer that part of the compensation corresponding to the data importer's responsibility for the damage.

(e) Where more than one Party is responsible for any damage caused to the data subject as a result of a breach of these Clauses, all responsible Parties shall be jointly and severally liable and the data subject is entitled to bring an action in court against any of these Parties.

(f) The Parties agree that if one Party is held liable under paragraph (e), it shall be entitled to claim back from the other Party/ies that part of the compensation corresponding to its / their responsibility for the damage.

(g) The data importer may not invoke the conduct of a sub-processor to avoid its own liability.

Clause 13

Supervision

(a) The supervisory authority of the Member State in which the representative within the meaning of Article 27(1) of Regulation (EU) 2016/679 is established, as indicated in Annex I.C, shall act as competent supervisory authority.

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

[SECTION III -- LOCAL LAWS AND OBLIGATIONS IN CASE
OF ACCESS BY PUBLIC AUTHORITIES]{.underline}

Clause 14

Local laws and practices affecting compliance with the Clauses

(a) The Parties warrant that they have no reason to believe that the laws and practices in the third country of destination applicable to the processing of the personal data by the data importer, including any requirements to disclose personal data or measures authorising access by public authorities, prevent the data importer from fulfilling its obligations under these Clauses. This is based on the understanding that laws and practices that respect the essence of the fundamental rights and freedoms and do not exceed what is necessary and proportionate in a democratic society to safeguard one of the objectives listed in Article 23(1) of Regulation (EU) 2016/679, are not in contradiction with these Clauses.

(b) The Parties declare that in providing the warranty in paragraph (a), they have taken due account in particular of the following elements:

i.  the specific circumstances of the transfer, including the length
    of the processing chain, the number of actors involved and the
    transmission channels used; intended onward transfers; the type
    of recipient; the purpose of processing; the categories and
    format of the transferred personal data; the economic sector in
    which the transfer occurs; the storage location of the data
    transferred;

ii. the laws and practices of the third country of destination--
    including those requiring the disclosure of data to public
    authorities or authorising access by such authorities --
    relevant in light of the specific circumstances of the transfer,
    and the applicable limitations and safeguards;

iii. any relevant contractual, technical or organisational
     safeguards put in place to supplement the safeguards under
     these Clauses, including measures applied during transmission
     and to the processing of the personal data in the country of
     destination.

(c) The data importer warrants that, in carrying out the assessment under paragraph (b), it has made its best efforts to provide the data exporter with relevant information and agrees that it will continue to cooperate with the data exporter in ensuring compliance with these Clauses.

(d) The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on request.

(e) The data importer agrees to notify the data exporter promptly if, after having agreed to these Clauses and for the duration of the contract, it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under paragraph (a), including following a change in the laws of the third country or a measure (such as a disclosure request) indicating an application of such laws in practice that is not in line with the requirements in paragraph (a).

(f) Following a notification pursuant to paragraph (e), or if the data exporter otherwise has reason to believe that the data importer can no longer fulfil its obligations under these Clauses, the data exporter shall promptly identify appropriate measures (e.g. technical or organisational measures to ensure security and confidentiality) to be adopted by the data exporter and/or data importer to address the situation. The data exporter shall suspend the data transfer if it considers that no appropriate safeguards for such transfer can be ensured, or if instructed the competent supervisory authority to do so. In this case, the data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses. If the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise. Where the contract is terminated pursuant to this Clause, Clause 16(d) and (e) shall apply.

Clause 15

Obligations of the data importer in case of access by public authorities

15.1 Notification

(a) The data importer agrees to notify the data exporter and, where possible, the data subject promptly (if necessary with the help of the data exporter) if it:

i.  receives a legally binding request from a public authority,
    including judicial authorities, under the laws of the country of
    destination for the disclosure of transferred pursuant to these
    Clauses; such notification shall include information about the
    personal data requested, the requesting authority, the legal
    basis for the request and the response provided; or

ii. becomes aware of any direct access by public authorities to
    transferred pursuant to these Clauses in accordance with the
    laws of the country of destination; such notification shall
    include all information available to the importer.

(b) If the data importer is prohibited from notifying the data exporter and/or the data subject under the laws of the country of destination, the data importer agrees to use its best efforts to obtain a waiver of the prohibition, with a view to communicating as much information as possible, as soon as possible. The data importer agrees to document its best efforts in order to be able to demonstrate them on request of the data exporter.

(c) Where permissible under the laws of the country of destination, the data importer agrees to provide the data exporter, at regular intervals for the duration of the contract, with as much relevant information as possible on the requests received (in particular, number of requests, type of data requested, requesting authority/ies, whether requests have been challenged and the outcome of such challenges, etc.).

(d) The data importer agrees to preserve the information pursuant to paragraphs (a) to (c) for the duration of the contract and make it available to the competent supervisory authority on request.

(e) Paragraphs (a) to (c) are without prejudice to the obligation of the data importer pursuant to Clause 14(e) and Clause 16 to inform the data exporter promptly where it is unable to comply with these Clauses.

15.2 Review of legality and data minimisation

(a) The data importer agrees to review the legality of the request for disclosure, in particular whether it remains within the powers granted to the requesting public authority, and to challenge the request if, after careful assessment, it concludes that there are reasonable grounds to consider that the request is unlawful under the laws of the country of destination, applicable obligations under international law and principles of international comity. The data importer shall, under the same conditions, pursue possibilities of appeal. When challenging a request, the data importer shall seek interim measures with a view to suspending the effects of the request until the competent judicial authority has decided on its merits. It shall not disclose the personal data requested until required to do so under the applicable procedural rules. These requirements are without prejudice to the obligations of the data importer under Clause 14(e).

(b) The data importer agrees to document its legal assessment and any challenge to the request for disclosure and, to the extent permissible under the laws of the country of destination, make the documentation available to the data exporter. It shall also make it available to the competent supervisory authority on request.

(c) The data importer agrees to provide the minimum amount of information permissible when responding to a request for disclosure, based on a reasonable interpretation of the request.

[SECTION IV -- FINAL PROVISIONS]{.underline}

Clause 16

Non-compliance with the Clauses and termination

(a) The data importer shall promptly inform the data exporter if it is unable to comply with these Clauses, for whatever reason.

(b) In the event that the data importer is in breach of these Clauses or unable to comply with these Clauses, the data exporter shall suspend the transfer of personal data to the data importer until compliance is again ensured or the contract is terminated. This is without prejudice to Clause 14(f).

(c) The data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses, where:

i.  the data exporter has suspended the transfer of personal data to
    the data importer pursuant to paragraph (b) and compliance with
    these Clauses is not restored within a reasonable time and in
    any event within one month of suspension;

ii. the data importer is in substantial or persistent breach of
    these Clauses; or

iii. the data importer fails to comply with a binding decision of a
     competent court or supervisory authority regarding its
     obligations under these Clauses.

In these cases, it shall inform the competent supervisory authority of such non-compliance. Where the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise.

(d) personal data that has been transferred prior to the termination of the contract pursuant to paragraph (c) shall at the choice of the data exporter immediately be returned to the data exporter or deleted in its entirety. The same shall apply to any copies of the data. The data importer shall certify the deletion of the data to the data exporter. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit the return or deletion of the transferred personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process the data to the extent and for as long as required under that local law.

(e) Either Party may revoke its agreement to be bound by these Clauses where (i) the European Commission adopts a decision pursuant to Article 45(3) of Regulation (EU) 2016/679 that covers the transfer of personal data to which these Clauses apply; or (ii) Regulation (EU) 2016/679 becomes part of the legal framework of the country to which the personal data is transferred. This is without prejudice to other obligations applying to the processing in question under Regulation (EU) 2016/679.

Clause 17

Governing law

These Clauses shall be governed by the law of one of the EU Member States, provided such law allows for third-party beneficiary rights. The Parties agree that this shall be the law of Republic of Ireland

Clause 18

Choice of forum and jurisdiction

(a) Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State.

(b) The Parties agree that those shall be the courts of Republic of Ireland.

(c) A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of the Member State in which he/she has his/her habitual residence.

(d) The Parties agree to submit themselves to the jurisdiction of such courts.

**
**

ANNEX I TO THE STANDARD CONTRACTUAL CLAUSES

A. LIST OF PARTIES

Data exporter(s):

Name and Address: the name and address of the "Customer" (as defined in the Addendum).

Contact persons name, position and contact details: Customer key contact as communicated by the Customer to the Company from time to time.

Activities relevant to the data transferred: receipt of the Services provided by the Company pursuant to the Agreement.

Role: controller.

Data importer(s):

Name and Address: Equafin Corp. d/b/a Marvin, 4206, Carston Street, Oakland, CA, 94619, United States.

Contact persons name, position and contact details: []{.mark}

Name: Prayag Narula

Role: CEO

Contact details: [email protected]

EU Representative details: Name: DataRep Contact Details: The Cube, Monahan Road, Cork, T12 H1XY, Republic of Ireland

UK Representative details: Name: DaataRep Contact Details: 107-111 Fleet Street, London, EC4A 2AB, United Kingdom Activities relevant to the data transferred: provision of the Services to the Customer pursuant to the Agreement.

Role: processor.

B. DESCRIPTION OF TRANSFER

[Categories of data subjects whose is transferred:]{.underline}

The data subjects concerned as identified in [Schedule 1 (Details of Processing)]{.underline} of the Addendum above.

[Categories of personal data transferred:]{.underline}

The categories concerned as identified in [Schedule 1 (Details of Processing)]{.underline} of the Addendum above.

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

The special categories of data as identified in [Schedule 1 (Details of Processing)]{.underline} of the Addendum above.

[The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis):]{.underline}

Continuous.

[Nature of the processing:]{.underline}

The nature of the processing as identified in [Schedule 1 (Details of Processing)]{.underline} of the Addendum above.

[Purpose(s) of the data transfer and further processing:]{.underline}

The purpose of the processing as identified in [Schedule 1 (Details of Processing)]{.underline} of the Addendum above.

[The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period:]{.underline}

The duration of the processing as identified in [Schedule 1 (Details of Processing)]{.underline} of the Addendum above.

[For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing:]{.underline}

The subject matter, nature and duration of processing as identified in Schedule 1 (Details of Processing) of the Addendum above.

C. COMPETENT SUPERVISORY AUTHORITY

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

Supervisory Authority of Republic of Ireland

ANNEX II TO THE STANDARD CONTRACTUAL CLAUSES

[TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA]{.underline}

Description of the technical and rganizational measures implemented by the data importer(s) (including any relevant certifications) to ensure an appropriate level of security, taking into account the nature, scope, context and purpose of the processing, and the risks for the rights and freedoms of natural persons:

c) Preventing Unauthorized Product Access

Outsourced processing: We host our Service with outsourced cloud infrastructure providers. Additionally, we maintain contractual relationships with vendors in order to provide the Service in accordance with our DPA. We rely on contractual agreements, privacy policies, and vendor compliance programs in order to protect data processed or stored by these vendors.

Physical and environmental security: We host our product infrastructure with multi-tenant, outsourced infrastructure providers. The physical and environmental security controls are audited for SOC 2 Type II and ISO 27001 compliance, among other certifications.

Authentication: We implement a uniform password policy for our customer products. Customers who interact with the products via the user interface must authenticate before accessing non-public customer data.

Authorization: Customer Data is stored in multi-tenant storage systems accessible to Customers via only application user interfaces. Customers are not allowed direct access to the underlying application infrastructure. The authorization model in each of our products is designed to ensure that only the appropriately assigned individuals can access relevant features, views, and customization options. Authorization to data sets is performed through validating the user's permissions against the attributes associated with each data set.

ii) Preventing Unauthorized Product Use

We implement industry standard access controls and detection capabilities for the internal networks that support its products.

Access controls: Network access control mechanisms are designed to prevent network traffic using unauthorized protocols from reaching the product infrastructure. The technical measures implemented differ between infrastructure providers and include Virtual Private Cloud (VPC) implementations, security group assignment, and traditional firewall rules.

Intrusion detection and prevention: We implement a Web Application Firewall (WAF) solution to protect hosted customer websites and other internet-accessible applications. The WAF is designed to identify and prevent attacks against publicly available network services.

Static code analysis: Security reviews of code stored in our source code repositories is performed, checking for coding best practices and identifiable software flaws.

Penetration testing: We maintain relationships with penetration testing service providers for atleast one annual penetration tests. The intent of the penetration tests is to identify and resolve foreseeable attack vectors and potential abuse scenarios.

iii) Limitations of Privilege & Authorization Requirements

Product access: A subset of our employees have access to the products and to customer data via controlled interfaces. The intent of providing access to a subset of employees is to provide effective customer support, to troubleshoot potential problems, to detect and respond to security incidents and implement data security. Access is enabled through "just in time" requests for access; all such requests are logged. Employees are granted access by role, and reviews of high risk privilege grants are initiated daily. Employee roles are reviewed at least once every six months.

Background checks: All UserFocus employees and contractors undergo a background or refrence check prior to being extended an employment offer, in accordance with and as permitted by the applicable laws. All UserFocus employees and contractors are required to conduct themselves in a manner consistent with company guidelines, non-disclosure requirements, and ethical standards.

b) Transmission Control

In-transit: We make HTTPS encryption (also referred to as SSL or TLS) available on every one of its login interfaces. Our HTTPS implementation uses industry standard algorithms and certificates.

At-rest: We store user passwords following policies that follow industry standard practices for security. We have implemented technologies to ensure that stored data is encrypted at rest.

c) Input Control

Detection: We designed our infrastructure to log extensive information about the system behavior, traffic received, system authentication, and other application requests. Internal systems aggregated log data and alert appropriate employees of malicious, unintended, or anomalous activities. Our personnel, including security, operations, and support personnel, are responsive to known incidents.

Response and tracking: We maintain a record of known security incidents that includes description, dates and times of relevant activities, and incident disposition. Suspected and confirmed security incidents are investigated by security, operations, or support personnel; and appropriate resolution steps are identified and documented. For any confirmed incidents, we will take appropriate steps to minimize product and Customer damage or unauthorized disclosure. Notification to you will be in accordance with the terms of the Agreement.

d) Availability Control

Infrastructure availability: The infrastructure providers use commercially reasonable efforts to ensure a minimum of 99.95% uptime. The providers maintain a minimum of N+1 redundancy to power, network, and HVAC services.

Fault tolerance: Backup and replication strategies are designed to ensure redundancy and fail-over protections during a significant processing failure. Customer data is backed up to durable data stores.

Online replicas and backups: Where feasible, production databases are designed to replicate data between no less than 1 primary and 1 secondary database. All databases are backed up and maintained using at least industry standard methods.

Our products are designed to ensure redundancy and seamless failover. The server instances that support the products are also architected with a goal to prevent single points of failure. This design assists our operations in maintaining and updating the product applications and backend while limiting downtime.

[SCHEDULE 3]{.underline}

[International Data Transfer Addendum to the EU Commission Standard Contractual Clauses]{.underline}

The Parties confirm that the UK Addendum to the EU Controller to Processor Standard Contractual Clauses (or "Clauses") as set out and populated below ("UK Addendum") shall apply to the transfer of Customer Personal Data originating from the UK to the Company in the US, and by executing the EU Controller to Processor Standard Contractual Clauses and this UK Addendum, the Parties agree to be bound by the UK Addendum. Unless expressly stated below, any optional clauses contained within the UK Addendum shall not apply. The Parties shall work together, in good faith, to enter into any updated version of the UK Addendum as issued by the Information Commissioner's Office from time to time or negotiate an alternative solution to enable transfers of Customer Personal Data originating from the UK to the Company in the US in compliance with UK Data Protection Laws and related binding guidance issued by the Information Commissioner's Office.

Background:

This Addendum has been issued by the Information Commissioner for the Parties making restricted transfers. The Information Commissioner considers that it provides appropriate safeguards for restricted transfers when it is entered into as a legally binding contract.

[PART 1]{.underline}

Start Date

The UK Addendum is effective from the date the Addendum comes into force.

Table 1: Parties

Table 2: Selected SCCs, Modules and Clauses

Table 3: Appendix Information

As set out in Annex I and Annex II of the of the EU Controller to Processor Standard Contractual Clauses in Schedule 2.

Table 4: Ending this Addendum when the Approved Addendum Changes

[PART 2]{.underline}

Entering into this Addendum

Each Party agrees to be bound by the terms and conditions set out in this Addendum, in exchange for the other Party also agreeing to be bound by this Addendum.
Although Annex I.A and Clause 7 of the Approved EU SCCs require signature by the Parties, for the purpose of making Restricted Transfers, the Parties may enter into this 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 Addendum. Entering into this Addendum will have the same effect as signing the Approved EU SCCs and any part of the Approved EU SCCs.

Interpretation of this Addendum

Where this 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:

This Addendum must always be interpreted in a manner that is consistent with UK Data Protection Laws and so that it fulfils the Parties' obligation to provide the Appropriate Safeguards.
If the provisions included in the Addendum EU SCCs amend the Approved EU SCCs in any way which is not permitted under the Approved EU SCCs or the Approved Addendum, such amendment(s) will not be incorporated in this Addendum and the equivalent provision of the Approved EU SCCs will take their place.
If there is any inconsistency or conflict between UK Data Protection Laws and this Addendum, UK Data Protection Laws applies.
If the meaning of this Addendum is unclear or there is more than one meaning, the meaning which most closely aligns with UK Data Protection Laws applies.
Any references to legislation (or specific provisions of legislation) means that legislation (or specific provision) as it may change over time. This includes where that legislation (or specific provision) has been consolidated, re-enacted and/or replaced after this Addendum has been entered into.

Hierarchy

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 Restricted Transfers, the hierarchy in Section ‎10 will prevail.
Where there is any inconsistency or conflict between the Approved Addendum and the Addendum EU SCCs (as applicable), the Approved Addendum overrides the Addendum EU SCCs, except where (and in so far as) the inconsistent or conflicting terms of the Addendum EU SCCs provides greater protection for data subjects, in which case those terms will override the Approved Addendum.
Where this Addendum incorporates Addendum EU SCCs which have been entered into to protect transfers subject to the General Data Protection Regulation (EU) 2016/679 then the Parties acknowledge that nothing in this Addendum impacts those Addendum EU SCCs.

Incorporation of and changes to the EU SCCs
This Addendum incorporates the Addendum EU SCCs which are amended to the extent necessary so that:

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a. together they operate for data transfers made by the data exporter to the data importer, to the extent that UK Data Protection Laws apply to the data exporter's processing when making that data transfer, and they provide Appropriate Safeguards for those data transfers;

b. Sections ‎9 to ‎11 override Clause 5 (Hierarchy) of the Addendum EU SCCs; and

c. this Addendum (including the Addendum 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, in each case unless the laws and/or courts of Scotland or Northern Ireland have been expressly selected by the Parties.

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Unless the Parties have agreed alternative amendments which meet the requirements of Section ‎12, the provisions of Section ‎15 will apply.
No amendments to the Approved EU SCCs other than to meet the requirements of Section ‎12 may be made.
The following amendments to the Addendum EU SCCs (for the purpose of Section ‎12) are made:

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a. References to the "Clauses" means this Addendum, incorporating the Addendum 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 12I(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 16I, 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 Addendum, except for footnotes 8, 9, 10 and 11.

Amendments to this Addendum

The Parties may agree to change Clauses 17 and/or 18 of the Addendum EU SCCs to refer to the laws and/or courts of Scotland or Northern Ireland.
If the Parties wish to change the format of the information included in Part 1: Tables of the Approved Addendum, they may do so by agreeing to the change in writing, provided that the change does not reduce the Appropriate Safeguards.
From time to time, the ICO may issue a revised Approved Addendum which:

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a. makes reasonable and proportionate changes to the Approved Addendum, including correcting errors in the Approved Addendum; and/or

b. reflects changes to UK Data Protection Laws;

The revised Approved Addendum will specify the start date from which
the changes to the Approved Addendum are effective and whether the
Parties need to review this Addendum including the Appendix
Information. This Addendum is automatically amended as set out in
the revised Approved Addendum from the start date specified.

<!-- -->

If the ICO issues a revised Approved Addendum under Section 18, if any Party selected in Table 4 "Ending the Addendum when the Approved Addendum changes"will as a direct result of the changes in the Approved Addendum have a substantial, disproportionate and demonstrable increase in

<!-- -->

a. its direct costs of performing its obligations under the Addendum; and/or

b. its risk under the 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 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 Addendum.

<!-- -->

The Parties do not need the consent of any third party to make changes to this Addendum, but any changes must be made in accordance with its terms.

**
**

[SCHEDULE 4]{.underline}

Sub-Processors

Up-to-date list of subprocessors can be found on this webpage.

**
**

US DATA PROCESSING ADDENDUM

This Addendum ("Addendum") is made part of the Data Processing Addendum ("Agreement") between Equafin Corp. d/b/a Marvin ("Company") and the Customer.

1. [Definitions and Interpretation]{.underline}

Unless otherwise defined herein, capitalized terms and expressions used in this Addendum shall have the following meaning:
1. "CCPA" means the California Consumer Privacy Act, Cal. Civ. Code 1798.100 et seq.
2. "US Data Privacy Laws" means all applicable data protection and privacy laws and regulations of the United States.
3. "Service Provider" means an entity that processes information on behalf of a business and to which the business discloses a consumer's personal information for a business purpose pursuant to a written contract, as set forth in the CCPA.

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[Role of the Parties]{.underline}
1. For the purpose of this Addendum, and in compliance with the US Data Privacy Laws, the parties acknowledge and agree that the Company is acting as a Service Provider on behalf of the Customer.
[No Sale of Personal Information]{.underline}
1. The parties confirm that Company's receipt and processing of Customer Personal Data does not constitute a Sale of Personal Information as defined under the CCPA or other applicable US Data Privacy Laws.
[Company's Obligations]{.underline}
1. The Company certifies that it understands the stipulations of the CCPA and will act in compliance with them. The Company shall not Sell, retain, use, or disclose the Customer Personal Data for any purpose other than for the specific purpose of performing the Services under the Agreement.
[Data Subject Rights]{.underline}
1. In the event that the Company receives a request from a Data Subject under any applicable US Data Privacy Laws in relation to Customer Personal Data, the Company shall promptly inform the Customer and will not respond to the Data Subject without Customer's prior consent, unless otherwise required by law.
[General Provisions]{.underline}
1. If there is a conflict between the provisions of this Addendum and the Agreement, the provisions of this Addendum shall prevail.

7.2. Subject to the modifications made by this Addendum, the Agreement remains in full force and effect.