Updated February 15, 2022

THIS DATA PROCESSING ADDENDUM (“ADDENDUM”) SHALL APPLY TO THE EXTENT THAT YOU OR THE ENTITY YOU REPRESENT (“CLIENT”) PROVIDE ARKOSE LABS, INC. (“ARKOSE LABS” OR “COMPANY”) WITH ANY PERSONAL DATA (DEFINED BELOW). CLIENT REPRESENTS AND AGREES THAT IT ACCEPTS THE TERMS IN THIS ADDENDUM, WHICH SUPPLEMENT ANY ORDER FORM BETWEEN CLIENT AND ARKOSE LABS’ AS WELL AS THE AGREEMENT TO WHICH THIS ADDENDUM IS ATTACHED OR REFERENCED (COLLECTIVELY, THE “AGREEMENT”).. IF YOU ARE ACCESSING THE SERVICES ON BEHALF OF YOUR EMPLOYER, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO AGREE TO THIS ADDENDUM ON YOUR EMPLOYER’S BEHALF AND THE RIGHT TO BIND YOUR EMPLOYER THERETO. IF CLIENT DOES NOT UNCONDITIONALLY AGREE TO ALL THE TERMS AND CONDITIONS OF THIS ADDENDUM, CLIENT SHALL HAVE NO RIGHT TO USE ARKOSE LABS’ SERVICES. This Addendum incorporates the terms of the Agreement, and any terms not defined in this Addendum shall have the meaning set forth in the Agreement. In the event of a conflict between the terms and conditions of this Addendum and the Agreement, the terms and conditions of this Addendum shall supersede and control.

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 “Anonymous Data” means Personal Data that has been processed in such a manner that it can no longer be attributed to an identified or identifiable natural person.

1.3“ Authorized Employee” means an employee of Company who has a need to know or otherwise access Personal Data to enable Company to perform their obligations under this Addendum or the Agreement.

1.4“ Authorized Sub-Processor” means a third-party who has a need to know or otherwise access Personal Data to enable Company to perform its obligations under this Addendum or the Agreement, and who is either (1) listed at the sub-processor on Exhibit C hereto, or (2) authorized by Client to do so under Section 4.2 of this Addendum.

1.5“ Client Account Data” means personal data that relates to Client’s relationship with Company, including the names or contact information of individuals authorized by Client to access Client’s account and billing information of individuals that Client has associated with its account. Client Account Data also includes any data Company may need to collect for the purpose of managing its relationship with Client, identity verification, or as otherwise required by applicable laws and regulations.

1.6“ Client Usage Data” means Service usage data collected and processed by Company in connection with the provision of the Services, including without limitation data used to identify the source and destination of a communication, activity logs, and data used to optimize and maintain performance of the Services, and to investigate and prevent system abuse.

1.7“ Data Protection Laws” means all applicable data privacy, data protection, and cybersecurity laws, rules and regulations to which the Personal Data are subject. “Data Protection Laws” shall include, but not be limited to: (i) the California Consumer Privacy Act (“CCPA”); (ii) the General Data Protection Regulation (Regulation (EU) 2016/679) (“EU GDPR” or “GDPR”); (iii) the Swiss Federal Act on Data Protection; (iv) 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”); (v) the UK Data Protection Act 2018; and (vi) the Privacy and Electronic Communications (EC Directive) Regulations 2003; in each case, as updated, amended or replaced from time to time.

1.8“ Data Subject” means an identified or identifiable person to whom Personal Data relates.

1.9“ 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). 

1.10“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. 

1.11“ ex-UK Transfer” means the transfer of Personal Data, 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. 

1.12 “Instruction” means a direction, either in writing, in textual form (e.g., by e-mail) or by using a software or online tool, issued by Client to Company and directing Company to Process Personal Data.

1.13 “Personal Data” means any information relating to Data Subject which is subject to Data Protection Laws (defined below) and which Company Processes on behalf of Client other than Anonymous Data. 

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

1.15“Process” or “Processing” means any operation or set of operations which is performed upon the Personal Data, whether or not by automatic means, such as collection, recording, organization, storage, adaptation or alteration, retrieval, consultation, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure, or destruction.

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

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

1.18 “UK SCCs” means the standard contractual clauses approved by the European Commission for transfers of personal data to countries not otherwise recognized as offering an adequate level of protection for personal data by the European Commission, being either (i) controller-to-processor clauses as approved by the European Commission in Commission Decision 2010/87/EU, dated 5 February 2010 (as amended and updated from time to time) (“UK Controller-to-Processor SCCs”); or (ii) controller-to-controller clauses as approved by the European Commission in Commission Decision 2004/915/EC, dated 27 December 2004 (as amended and updated from time to time) (“UK Controller-to-Controller SCCs”).

1.19 “Supervisory Authority” means an independent public authority which is established by a member state of the European Union, Iceland, Liechtenstein, or Norway, and the UK Information Commissioner’s Office where UK GDPR is applicable. 

2.      Processing of Data

2.1 The rights and obligations of the Client with respect to this Processing are described herein. Client 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. Client shall ensure that its instructions comply with all laws, rules and regulations applicable in relation to the Personal Data, and that the Processing of Personal Data in accordance with Client’s instructions will not cause Company to be in breach of the Data Protection Laws.  Client is solely responsible for the accuracy, quality, and legality of (i) the Personal Data provided to Company by or on behalf of Client, (ii) the means by which Client acquired any such Personal Data, and (iii) the instructions it provides to Company regarding the Processing of such Personal Data. Client 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. This Addendum does not apply to Personal Data for which Company is a controller, except where otherwise noted.

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 Addendum or any other documented instructions provided by Client,  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 Client of that legal requirement before Processing, unless that law prohibits such information on important grounds of public interest and (iii) in violation of the GDPR.  Client hereby instructs Company to Process Personal Data in accordance with the foregoing and as part of any Processing initiated by Client 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 Addendum.

2.4 Following completion of the Services, at Client’s choice, Company shall return or delete the Personal Data, unless further storage of 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 Client 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 12(1) of the UK SCCs and Clause 8.1(d) and Clause 8.5 of the EU SCCs (as applicable) shall be provided by Company to Client only upon Client’s request.

2.5 CCPA. Except with respect to Client Account Data and Client Usage Data, the parties acknowledge and agree that Company is a service provider for the purposes of the CCPA (to the extent it applies) and is receiving personal information from Client 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 Client pursuant to the Agreement except as necessary for the specific purpose of performing the Services for Client 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 2.5.

3.      Authorized Employees

3.1 Company shall take commercially reasonable steps to ensure the reliability and appropriate training of any Authorized Employee.

3.2 Company shall ensure that all Authorized Employees are made aware of the confidential nature of Personal Data and have executed confidentiality agreements that prevent them from disclosing or otherwise Processing, both during and after their engagement with 

3.3 Company, any Personal Data except in accordance with their obligations in connection with the Services.

3.4 Company shall take commercially reasonable steps to limit access to Personal Data to only Authorized Employees.

4.      Authorized Sub-Processors

4.1 Client acknowledges and agrees that Company may (1) engage its Affiliates and the Authorized Sub-Processors listed in the link provided in Exhibit B to this Addendum 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 Addendum, Client provides general written authorization to Company to engage sub-processors as necessary to perform the Services.

4.2 A list of Company’s current Authorized Sub-Processors (the “List”) will be made available to Client, either within Exhibit B attached hereto, at a link provided to Client, via email or through another means made available to Client.  Such List which may be updated by Company from time to time.  The List may provide a mechanism to subscribe to notifications of new Authorized Sub-Processors and Client agrees to subscribe to such notifications where available.  At least ten (10) days before enabling any third party other than Authorized Sub-Processors to access or participate in the Processing of Personal Data, Company will add such third party to the List. Client may reasonably object to such an engagement on legitimate grounds by informing Company in writing within ten (10) days of receipt of the aforementioned notice by Client. Client 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 Client.

4.3 If Client 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, Company may terminate this Addendum.  Termination shall not relieve Client of any fees owed to Company under the Agreement.

4.4 If Client 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 Addendum.

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

4.6 If Client and Company have entered into Standard Contractual Clauses as described in Section 6 (Transfers of Personal Data), (i) the above authorizations will constitute Client’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 Client pursuant to Clause 5(j) of the UK SCCs or 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 Client.

5.   Security of Personal Data. 

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.

6. Transfers of Personal Data

6.1 The parties agree that Company may transfer Personal Data processed under this Addendum outside the European Economic Area (“EEA”) or Switzerland as necessary to provide the Services. If Company transfers Personal Data protected under this Addendum to a jurisdiction for which the European Commission 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 Addendum by this reference) and completed as follows:

                 6.2.1 Module One (Controller to Controller) of the EU SCCs apply when Company is processing Personal Data as a controller pursuant to Section 9 of this Addendum.  

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

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

                 6.2.5 Module Four (Processor to Controller) of the EU SCCs apply when Client is a processor of Client Usage Data and Company processes Client Usage Data as a controller.

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 Addendum; 

                 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 law of the EU member state where the data exporter is located.

                 6.3.6 In Clause 18(b), disputes will be resolved before the courts of the EU member state where the data exporter is located.

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

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

                 6.3.9 By entering into this Addendum, 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 Addendum by reference, and completed as follows: 

                 6.4.1 References to the GDPR will be deemed to be references to the UK GDPR and the UK Data Protection Act 2018, references to “supervisory authorities” will be deemed to be references to the UK Information Commissioner, and references to “Member State(s)” or the EU will be deemed to be references to the UK.

                 6.4.2 The UK Controller-to-Processor SCCs apply when the Company processes Client’s Personal Data as a processor. The illustrative indemnification clause does not apply. In Clause 4(f) the language “adequate protection within the meaning of Directive 95/46/EC” is deleted and replaced with “a level of data protection that is considered adequate under, or equivalent to, the applicable data protection law.” Clause 9, Governing Law, shall read “The Clauses shall be governed by the law of the Member State in which the data exporter is established, but without prejudice to the rights and freedoms that data subjects may enjoy under their national data protection laws.” In Clause 11(3), the language “, namely…” at the end of the sentence is hereby deleted. Exhibit B of this Addendum serves as Appendix I of the UK Controller-to-Processor SCCs. Exhibit C of this Addendum serves as Appendix II of the UK Controller-to-Processor SCCs. 

            6.4.3 The UK Controller-to-Controller SCCs apply when the Company processes Client’s Personal Data as a controller pursuant to Section 9 of this Addendum. Clause II(h) of the UK Controller-to-Controller SCCs shall be deemed to state that the Company will process Personal Data in accordance with the data processing principles set forth in Annex A of the UK Controller-to-Controller SCCs. The illustrative commercial clause does not apply. Clause IV (Governing Law) shall read “The Clauses shall be governed by the law of the Member State in which the data exporter is established, but without prejudice to the rights and freedoms that data subjects may enjoy under their national data protection laws.” Exhibit B of this Addendum serves as Annex B of the UK Controller-to-Controller SCCs.

            6.4.4 The parties acknowledge and agree that if any of the UK SCCs are replaced or superseded by new standard contractual clauses issued and approved pursuant to Article 46 of the UK GDPR and related provisions of the UK Data Protection Act 2018 (“New UK SCCs”), the Data Importer may give notice to the Data Exporter and, with effect from the date set forth in such notice, the application of the UK SCCs set forth in this Addendum shall be amended so that the UK SCCs cease to apply to ex-UK Transfers, and the New UK SCCs specified in such notice shall apply going forward. To the extent that the use of the New UK SCCs requires the parties to complete additional information, the parties shall reasonably and promptly work together to complete such additional information. 

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

             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 The terms of the EU SCCs shall be interpreted to protect the data of legal entities until the effective date of the Revised FADP. 

             6.5.3 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. 

             6.5.4.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 Addendum, 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) Client’s Personal Data (“Government Agency Requests”); 

             6.6.2 If, after the date of this Addendum, 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 Client. As part of this effort, Company may provide Client’s basic contact information to the government agency. If compelled to disclose Client’s Personal Data to a law enforcement or government agency, Company shall give Client reasonable notice of the demand and cooperate to allow Client to seek a protective order or other appropriate remedy unless Company is legally prohibited from doing so. Company shall not voluntarily disclose Personal Data to any law enforcement or government agency. 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 Addendum should be suspended in the light of such Government Agency Requests; and

             6.6.3 The Data Exporter and Data Importer will meet regularly to 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 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. 

6.6.5 If either (i) any of the means of legitimizing transfers of Personal Data outside of the EEA or UK set forth in this Addendum 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.

7. Rights of Data Subjects

7.1 Company shall, to the extent permitted by law, notify Client 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 Client’s data, Company will advise the Data Subject to submit their request to Client and Client will be responsible for responding to such request, including, where necessary, by using the functionality of the Services. Client 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 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 Client, and taking into account the nature of the Processing applicable to any Data Subject Request, apply appropriate technical and organizational measures to assist Client in complying with Client’s obligation to respond to such Data Subject Request and/or in demonstrating such compliance, where possible, provided that (i) Client 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. Client 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

8.1 Company shall, taking into account the nature of the Processing and the information available to Company, provide Client with reasonable cooperation and assistance where necessary for Client to comply with its obligations under the GDPR to conduct a data protection impact assessment and/or to demonstrate such compliance, provided that Client does not otherwise have access to the relevant information. Client 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 Client with reasonable cooperation and assistance with respect to Client’s cooperation and/or prior consultation with any Supervisory Authority, where necessary and where required by the GDPR. Client 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 Addendum and retain such records for a period of three (3) years after the termination of the Agreement.  Client 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 Client’s request, Company shall, no more than once per calendar year, either (i) make available for Client’s review copies of certifications or reports demonstrating Company’s compliance with prevailing data security standards applicable to the Processing of Client’s Personal Data, or (ii) if the provision of reports or certifications pursuant to (i) is not reasonably sufficient under Data Protection Laws, allow Client or its authorized representative, upon reasonable notice and at a mutually agreeable date and time, 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 this Addendum, provided that Client shall provide reasonable prior notice of any such request for an audit and such inspection shall not be unreasonably disruptive to Company’s business. Client 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 Client 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 5(f) and Clause 12(2) of the Standard Contractual Clauses shall be carried out in accordance with this Section 8.4.

8.5 Company shall immediately notify Client if an instruction, in the Company’s opinion, infringes the Data Protection Laws or Supervisory Authority.

8.6 In the event of a Personal Data Breach, Company shall, without undue delay, inform Client 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 and the information available to Company, provide Client with reasonable cooperation and assistance necessary for Client to comply with its obligations under the GDPR 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 8.5 and 8.6 shall not apply in the event that a Personal Data Breach results from the actions or omissions of Client. Company’s obligation to report or respond to a Personal Data Breach under Sections 8.5 and 8.6 will not be construed as an acknowledgement by Company of any fault or liability with respect to the Personal Data Breach.

9. Company’s Role as a Data Controller.

The parties acknowledge and agree that with respect to Client Account Data and Client Usage data, Company is an independent controller, not a joint controller with Client. Company will process Client Account Data and Client Usage Data as a controller (i) to manage the relationship with Client; (ii) to carry out Company’s core business operations, such as accounting, audits, tax preparation and filing and compliance purposes; (iii) to monitor, investigate, prevent and detect fraud, security incidents and other misuse of the Services, and to prevent harm to Client; (iv) for identity verification purposes; (v) to comply with legal or regulatory obligations applicable to the processing and retention of Personal Data to which Company is subject; and (vi) as otherwise permitted under Data Protection Laws and in accordance with this Addendum and the Agreement. Company may also process Client Usage Data as a controller to provide, optimize, and maintain the Services, to the extent permitted by Data Protection Laws. Any processing by Company as a controller shall be in accordance with Company’s privacy policy set forth at: https://www.arkoselabs.com/legal/privacy-policy/. 

                                                                                                   EXHIBIT A TO DPA

Details of Processing

Nature and Purpose of Processing:

Company will process Client’s Personal Data as necessary to provide the Services under the Agreement, for the purposes specified in the Agreement and this Addendum, and in accordance with Client’s instructions as set forth in this Addendum.

Duration of Processing:

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

Categories of Data Subjects:

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

• Prospects, customers, business partners and users of Client’s services (who are natural persons)
• Employees or contact persons of Client’s prospects, customers, and business partners
• Employees, consultants, agents, advisors, freelancers of Client (who are natural persons)
• Visitors to websites owned, operated or linked to by Client (who are natural persons)

Type of Personal Data:

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

• User IP Address

Sensitive Data or Special Categories of Data: None.

                                                                                                EXHIBIT B TO DPA

The following includes the information required by Annex I and Annex III of the EU SCCs, and Appendix 1 of the UK SCCs. 

1. The Parties 

CLIENT (referred to herein as the “Data Exporter”)
Address: As provided in the Agreement
Contact person’s name, position and details: As provided in the Agreement

And

ARKOSE LABS, INC. (referred to herein as the “Data Importer”)
Address: As provided in the Agreement
Contact person’s name, position and details: As provided in the Agreement 

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

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

The Clauses become effective at the same time as the Addendum. You represent and warrant that you have the authority to agree to these terms on its behalf and the right to bind your employer thereto. If either you or your employer do not unconditionally agree to the Clauses, you have no right to use Arkose Labs’ Services.

2. Description of the Transfer