Torii Data Processing Addendum

This Data Processing Agreement (" DPA") is made and entered into as of the date last signed below and forms part of Torii’s Service Agreement or other commercial agreement between the Parties (the " Agreement"). This DPA indicates that the entity accepting the Agreement, as listed in the applicable Order Form ( "You", "Your", "Customer", or "Data Controller") are entering into a binding legal agreement with Torii Software, Inc. (if Customer is located within the United States) or Torii Labs Ltd. (if Customer is located outside the United States), together with its affiliates (hereinafter "Torii", "Us", "We", "Our", "Service Provider" or "Data Processor"). The purpose of this DPA is to reflect the parties’ agreement with regard to the Processing of Personal Data by Torii on behalf of the Customer. Both parties shall be referred to as the " Parties" and each, a " Party".

By using Torii’s services (the " Services"), Customer accepts this DPA and you represent and warrant that you have full authority to bind the Customer and its Authorized Affiliates to this DPA. If you cannot, or do not agree to, comply with and be bound by this DPA, or do not have authority to bind the Customer, please do not provide Personal Data to us.

The headings contained in this DPA are for convenience only and shall not be interpreted to limit or otherwise affect the provisions of this DPA. Capitalized terms not defined herein shall have the meanings assigned to such terms in the Agreement.

1. Definitions

1.1 " Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. " Control", for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

1.2 " Authorized Affiliate" means any of Customer's Affiliate(s) which is explicitly permitted to use the Services pursuant to the Agreement between Customer and Torii, but has not signed its own agreement with Torii and is not a "Customer" as defined under the Agreement.

1.3 " CCPA" means the California Consumer Privacy Act of 2018, Cal. Civ. Code §§ 1798.100 et. seq.

1.4 The terms, " Controller", " Member State", " Processor", " Processing" and " Supervisory Authority" shall have the same meaning as in the GDPR. The terms " Business", " Business Purpose", " Consumer" and " Service Provider" shall have the same meaning as in the CCPA.

1.5 For the purpose of clarity, within this DPA " Controller" shall also mean " Business", and " Processor" shall also mean " Service Provider", to the extent that the CCPA applies. In the same manner, Processor’s Sub-processor shall also refer to the concept of Service Provider, to the extent that the CCPA applies.

1.6 " Data Subject" means the identified or identifiable person to whom the Personal Data relates.

1.7 " Data Protection Laws and Regulations" means all applicable and binding privacy and data protection laws and regulations applicable to the respective party in its role in the providing and/or Processing of Personal Data under the Agreement, including, where applicable, and to the extent Customers’ Personal Data is subject to such laws and regulations, the laws and regulations of the European Union, the European Economic Area and their Member States, Switzerland, the United Kingdom, Canada, Israel and/or the United States of America, as applicable to the Processing of Personal Data under the Agreement including (without limitation) the GDPR, the UK GDPR, the FADP and the CCPA.

1.8 " FADP" means the Federal Act on Data Protection of 19 June 1992, and as revised 25 September 2020, the " Revised FADP."

1.9 " GDPR" means the 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, and repealing Directive 95/46/EC (General Data Protection Regulation).

1.10 " Personal Data" or " Personal Information" means any information that identifies, relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, to or with an identified or identifiable natural person or the equivalent definition under applicable Data Protection Laws and Regulations.

1.11 " Security Documentation" means the Security Documentation applicable to the specific Services to which Customer subscribes, as updated from time to time.

1.12 " Sensitive Data" means Personal Data that is protected under a special legislation and requires unique treatment, such as "special categories of data", "sensitive data" or other materially similar terms under applicable Data Protection Laws.

1.13 " Standard Contractual Clauses" means (a) where the GDPR applies, the Standard Contractual Clauses set out in the Annex of Commission Implementing Decision (EU) 2021/914 of 4 June 2021 (" EU SCCs"), or (b) where the UK GDPR applies, the International Data Transfer Addendum to the EU Commission Standard Contractual Clauses of 21 March 2022 (" UK Addendum").

1.14 " Sub-processor" means any third party that Processes Personal Data under the instruction or supervision of Torii.

1.15 " Torii Group" means Torii and its Affiliates engaged in the Processing of Personal Data.

1.16 " UK GDPR" means the Data Protection Act 2018, as well as the GDPR as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018 and as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019 (SI 2019/419).

2. Processing of Personal Data

2.1 Roles of the Parties. The Parties acknowledge and agree that with regard to the Processing of Personal Data under this DPA, (i) Customer is the Data Controller, (ii) Torii is the Data Processor and that (iii) Torii or members of the Torii Group may engage Sub-processors pursuant to the requirements set forth in Section 5 "Sub-processors" below. For the avoidance of doubt, this DPA does not apply with respect to Processing involving Personal Data of which Torii is a Controller, which shall be governed by Torii’s Privacy Notice.

2.2 Customer’s Processing of Personal Data. Customer shall, in its use of the Services, Process Personal Data in accordance with the requirements of Data Protection Laws and Regulations, and comply at all times with the obligations applicable to data controllers (including, without limitation, Article 24 of the GDPR). For the avoidance of doubt, Customer’s instructions for the Processing of Personal Data shall comply with Data Protection Laws and Regulations. Without limiting the foregoing, Customer shall comply with any and all transparency-related obligations and shall have any and all required legal bases in order to collect, Process and transfer to Torii the Personal Data and to authorize the Processing by Torii of the Personal Data which is authorized in this DPA. Customer shall have sole responsibility for the means by which Customer acquired Personal Data. Customer shall defend, hold harmless and indemnify Torii, its Affiliates and subsidiaries from and against any liability of any kind related to any breach, violation, or infringement by Customer and/or its Users of any Data Protection Laws and Regulations and/or this DPA.

2.3 Torii’s Processing of Personal Data. Subject to the Agreement, Torii shall Process Personal Data in accordance with Customer’s documented instructions as necessary for the following purposes: (i) Processing in accordance with the Agreement and this DPA; (ii) Processing for Customer to be able to use the Services; (iii) Processing as required by Union or Member State law; and (iv) rendering Personal Data fully anonymous, non-identifiable and non-personal.

2.4 Details of the Processing. The subject-matter of Processing of Personal Data by Torii is the performance of the Services pursuant to the Agreement. The duration of the Processing, the nature and purpose of the Processing, as well as the types of Personal Data Processed and categories of Data Subjects under this DPA are further specified in Schedule 1 (Details of the Processing) to this DPA.

2.5 Sensitive Data. The Parties agree that the Services are not intended for the processing of Sensitive Data, and that if Customer wishes to use the Services to process Sensitive Data, it must first obtain Torii’s explicit prior written consent and enter into any additional agreements as required by Torii.

2.6 CCPA Standard of Care; No Sale of Personal Information. Torii acknowledges and confirms that it does not receive or process any Personal Information as consideration for any services or other items that Torii provides to Customer under the Agreement. Torii shall not have, derive, or exercise any rights or benefits regarding Personal Information Processed on Customer’s behalf, and shall not retain, use, or disclose any Personal Information except for the Permitted Purposes. Torii shall not combine the Personal Information Processed on Customer’s behalf with any information it receives from or processes on behalf of any other parties.

3. Rights of Data Subjects

Torii shall, to the extent legally permitted, promptly notify Customer if it receives a request from a Data Subject to access, correct or delete that person’s Personal Data, and shall assist Customer in fulfilling Customer’s obligations to respond to such requests under Data Protection Laws and Regulations.

4. Torii Personnel

Torii shall grant access to the Personal Data to persons under its authority only on a need-to-know basis and ensure that such persons engaged in the Processing of Personal Data have committed themselves to confidentiality and non-disclosure.

5. Authorization Regarding Sub-processors

5.1 Appointment of Sub-processors. Customer acknowledges and agrees that Torii’s Affiliates may be used as Sub-processors and Torii may engage third-party Sub-processors in connection with the provision of the Services.

5.2 Objection Right for New Sub-processors. If Torii provides notice of a new Sub-processor, Customer may reasonably object to Torii’s use of the new Sub-processor by notifying Torii promptly in writing.

5.3 Agreements with Sub-processors. Torii will enter into a written agreement with each Sub-processor containing appropriate safeguards for the protection of Personal Data.

6. Security

6.1 Controls for the Protection of Personal Data. Torii shall maintain industry-standard technical and organizational measures required for the protection of Personal Data as set forth in the Security Documentation.

6.2 Third-Party Certifications and Audits. Torii shall make available to Customer, upon request, a copy of Torii’s then most recent third-party audits or certifications.

7. Personal Data Incident Management and Notification

Torii shall notify Customer without undue delay after confirming the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data.

8. Return and Deletion of Personal Data

Torii shall, at the choice of Customer, delete or return the Personal Data to Customer within 1 month after the end of the provision of the Services relating to processing.

9. Transfers of Data

9.1 Transfers from the EEA, Switzerland and the United Kingdom to countries that offer adequate level of data protection. Personal Data may be transferred to countries that offer an adequate level of data protection.

9.2 Transfers from the EEA, Switzerland and the United Kingdom to other countries. If the Processing includes transfers to other countries that have not been subject to a relevant Adequacy Decision, the terms set forth in Part 1 of Schedule 2 (EEA Cross Border Transfers) shall apply.

10. Authorized Affiliates

10.1 Contractual Relationship. The Parties acknowledge and agree that, by executing the DPA, the Customer enters into the DPA on behalf of itself and its Authorized Affiliates.

10.2 Communication. The Customer shall remain responsible for coordinating all communication with Torii under the Agreement and this DPA.

11. Data Protection Impact Assessment and Prior Consultation

Torii shall provide Customer with reasonable cooperation and assistance needed to fulfill Customer’s obligation under the GDPR or the UK GDPR.

12. Termination

This DPA shall automatically terminate upon the termination or expiration of the Agreement under which the Services are provided.

13. Relationship with Agreement

This DPA is part of the Agreement and shall be governed by the terms contained therein, including all limitations of liability set forth therein.

Schedule 1 — Details of the Processing

1. Subject matter

Torii will Process Personal Data as necessary to perform the Services pursuant to the Agreement.

2. Nature and Purpose of Processing

• Providing the Service(s) to Customer.
• Setting up an account/account(s) for Customer.
• Setting up profile(s) for users authorized by Customers.
• For Customer to be able to use the Services.
• For Torii to comply with documented reasonable instructions provided by Customer.
• Providing support and technical maintenance if agreed in the Agreement.

3. Duration of Processing

Torii will Process Personal Data for the duration of the Agreement, unless otherwise agreed in writing.

4. Type of Personal Data

Customer may submit Personal Data to the Services, which may include, but is not limited to:

• Email
• User Names
• SaaS usage
• IP Address

5. Categories of Data Subjects

Customer may submit Personal Data to the Services, which may include:

• Employees and contractors of Customer.

Schedule 2 — Cross Border Transfers

Part 1 — EEA Cross Border Transfers

• The parties agree that the terms of the Standard Contractual Clauses are hereby incorporated by reference and shall apply to an EEA Transfer.

Part 2 — UK Cross Border Transfers

• Each Party agrees to be bound by the terms and conditions set out in this Part 2.

Part 3 — Switzerland Cross Border Transfers

• The Parties agree that the EU SCCs as amended by Part 1 of this Schedule 2 shall be adjusted as set out to apply to Switzerland Transfers.

Part 4 — Additional Safeguards

• In the event of an EEA Transfer, a UK Transfer or a Switzerland Transfer, the Parties agree to supplement these with the following safeguards and representations.