Data Protection Addendum

1. Definitions

• 1.1. In this Addendum, the following terms shall have the meanings set out below and cognate terms shall be construed accordingly:
• (a) "Affiliate" means an entity that owns or controls, is owned or controlled by or is or under common control or ownership with either Customer or Konnectify (as the context allows), where control is defined as the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise;
• (b) "Customer Personal Data" means any Personal Data provided by or made available by Customer to Konnectify or collected by Konnectify on behalf of Customer which is Processed by Konnectify to perform the Services;
• (c) "Controller to Processor Contractual Clauses" means the standard contractual clauses for cross-border transfers published by applicable Data Protection LGCP or any similar such clauses adopted by a data protection regulator relating to Personal Data transfers to Third Countries, including without limitation any successor clauses thereto;
• (d) "Mechanism of Data Transfers" means any Data Transfer for the purpose of Processing by the Processor in a country outside the European Economic Area (the "EEA") shall only take place in compliance as detailed in Schedule 1 to the DPA. Where such model clauses have not been executed at the same time as this DPA, the Processor shall not unduly withhold the execution of such template model clauses, where the transfer of Personal Data outside of the EEA is required for the performance of the Agreement.
• (e) "Data Protection LGCP" means any local, state, or national law regarding the processing of Personal Data applicable to Konnectify in the jurisdictions in which the Services are provided to Customer, including, without limitation, privacy, security, and data protection law;
• (f) "Services" means the services to be supplied by Konnectify to Customer or Customer's Affiliates pursuant to the Agreement; and
• (g) "Third Country" means countries that, where required by applicable Data Protection LGCP, have not received an adequacy decision from an applicable authority relating to cross-border data transfers of Personal Data, including regulators such as the European Commission, UK ICO, or Swiss FDPIC.
• 1.2. The terms "Business", "Business Purpose", "commercial purpose", "Contractor", "Controller", "Data Subject", "Personal Data", "Personal Data Breach", "Process", "Processor", "Sell", "Service Provider", "Share", "Subprocessor", "Supervisory Authority", and "Third Party" have the same meanings as described in applicable Data Protection LGCP and cognate terms shall be construed accordingly.
• 1.3. Capitalized terms not otherwise defined in this Addendum shall have the meanings ascribed to them in the Agreement.

2. Roles of the Parties

• 2.1. The Parties acknowledge and agree that with regard to the Processing of Customer Personal Data, and as more fully described in Annex 1 hereto, Customer acts as a Business or Controller, and Konnectify acts as a Service Provider or Processor. This Addendum shall apply solely to the Processing of Customer Personal Data by Konnectify acting as a Processor, Subprocessor, or Third Party (as specified in Annex 1).
• 2.2. The Parties expressly agree that Customer shall be solely responsible for ensuring timely communications to Customer's Affiliates or the relevant Controller(s) who receive the Services, insofar as such communications may be required or useful in light of applicable Data Protection LGCP to enable Customer's Affiliates or the relevant Controller(s) to comply with such LGCP.

3. Description and Purpose of Personal Data Processing

• 3.1. In Annex 1 to this Addendum, the Parties have mutually set out their understanding of the subject matter and details of the Processing of the Customer Personal Data to be Processed by Konnectify pursuant to this Addendum. The Parties may make reasonable amendments to Annex 1 on mutual written agreement and as reasonably necessary to meet those requirements. Annex 1 does not create any obligation or rights for any Party.
• 3.2. The purpose of Processing under this Addendum is the provision of the Services pursuant to the Agreement and any Order Form(s).

4. Data Processing Terms

• 4.1. Customer shall comply with all applicable Data Protection LGCP in connection with the performance of this Addendum and the Processing of Customer Personal Data. In connection with its access to and use of the Services, Customer shall Process Customer Personal Data within such Services and provide Konnectify with instructions in accordance with applicable Data Protection LGCP. As between the Parties, Customer shall be solely responsible for compliance with applicable Data Protection LGCP regarding the collection of and transfer to Konnectify of Customer Personal Data. Customer agrees not to provide Konnectify with any data concerning a natural person's health, religion or any special categories of data as per applicable LGCP.
• 4.2. Konnectify shall comply with all applicable Data Protection LGCP in the Processing of Customer Personal Data and Konnectify shall:
• (a) Process the Customer Personal Data for the purposes of the Agreement and for the specific purposes in each case as set out in Annex 1 to this Addendum and otherwise solely on the documented instructions of Customer, for the purposes of providing the Services and as otherwise necessary to perform its obligations under the Agreement. The Agreement, this Addendum, and Customer's use of the Services' features and functionality are Customer's written instructions to Konnectify in relation to Processing Customer Personal Data, including as follows:
• (i) Konnectify shall use, retain, disclose, or otherwise Process Customer Personal Data only on behalf of Customer and for the specific business purpose of providing the Services and in accordance with Customer's instructions, including as described in the Agreement. Konnectify shall not Sell or Share Customer Personal Data, nor use, retain, disclose, or otherwise Process Customer Personal Data outside of its business relationship with Customer or for any other purpose (including Konnectify's commercial purpose) except as required or permitted by law. Konnectify shall immediately inform Customer (a) if Konnectify determines that it is no longer able to meet its obligations under Data Protection LGCP or (b) if, in Konnectify's opinion, an instruction infringes applicable Data Protection LGCP. Customer reserves the right to take reasonable and appropriate steps to ensure Konnectify's Processing of Customer Personal Data is consistent with Customer's obligations under Data Protection Law and discontinue and remediate unauthorized use of Customer Personal Data;
• (ii) Konnectify shall have rights to process Customer Personal Data solely (i) to the extent necessary to (a) perform the Business Purposes and its obligations under the Agreement; (b) operate, manage, test, maintain and enhance the Services including as part of its business operations; (c) to disclose aggregate statistics about the Services in a manner that prevents individual identification or re-identification of Customer Personal Data, including without limitation any individual device or individual person; and/or (d) protect the Services from a threat to the Services or Customer Personal Data; or (ii) if required by court order of a court or authorized governmental agency, provided that prior notice first be given to Customer; (iii) as otherwise expressly authorized by Customer;
• (iii) Konnectify will not combine Customer Personal Data which Konnectify Processes on Customer's behalf, with Personal Data which it receives from or on behalf of another person or persons, or collects from its own interaction with individual, provided that Konnectify may combine personal information to perform any Business Purpose permitted or required under the Agreement to perform the Services;
• (b) implement and maintain measures designed to ensure that Konnectify personnel authorized to process the Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality unless disclosure is required by law or professional regulations;
• (c) implement and maintain the technical and organizational measures set out in the Agreement, and, 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, implement and maintain any further commercially reasonable and appropriate administrative, technical, and organizational measures designed to ensure a level of security appropriate to the risk of the Processing of Customer Personal Data, and specifically:
• (i) pseudonymization and encryption of Customer Personal Data;
• (ii) ensuring ongoing confidentiality, integrity, availability and resilience of Konnectify's processing systems and services that process Customer Personal Data;
• (iii) restoring availability and access to Customer Personal Data in a timely manner in the event of a physical or technical incident; and
• (iv) regularly testing, assessing and evaluating the effectiveness of technical and organizational measures for ensuring the security of the processing of the Customer Personal Data.
• (d) Customer hereby agrees that Konnectify is generally authorized to engage and appoint Sub-processors, and specifically the Sub-processors listed in Annex 2 hereto, subject to Konnectify's:
• (i) notifying Customer at least thirty (30) calendar days in advance of any intended changes or additions to its Sub-processors listed in Annex 2 by emailing notice of the intended change to Customer;
• (ii) including data protection obligations in its contract with each Sub-processor that are materially the same as those set out in this Addendum; and
• (iii) remaining liable to Customer for any failure by each Sub-processor to fulfill its obligations in relation to the Processing of the Customer Personal Data.
• In relation to any notice received under section 4.2(d)(i), Customer shall have a period of 30 (thirty) days from the date of the notice to inform Konnectify in writing of any reasonable objection on data protection grounds to the use of that Sub-processor. The parties will then, for a period of no more than 30 (thirty) days from the date of Customer's objection, work together in good faith to attempt to find a commercially reasonable solution for Customer which avoids the use of the objected-to Sub-processor. Where no such solution can be found, either Party may (notwithstanding anything to the contrary in the Agreement) terminate the relevant Services immediately on written notice to the other Party, without damages, penalty or indemnification whatsoever (but without prejudice to any fees incurred by Customer prior to termination);
• (e) to the extent legally permissible, promptly notify Customer in case of any legally binding requests (i.e., disclosures required by law, court order, or subpoena) for disclosure of Customer Personal Data by Konnectify. In case if it is not legally binding then Customer Personal Data would not be disclosed and Konnectify will notify the Customer of such request rejection. A record of all legally binding disclosure requests relating to Customer Personal Data shall be maintained.
• (f) to the extent legally permissible, promptly notify Customer of any communication from a Data Subject regarding the Processing of Customer Personal Data, or any other communication (including from a Supervisory Authority) relating to any obligation under the applicable Data Protection LGCP in respect of the Customer Personal Data. Konnectify will not respond to any such request or complaint unless expressly authorized to do so by Customer or is otherwise required to respond under applicable Data Protection LGCP. Taking into account the nature of the Processing, Konnectify will reasonably assist Customer (or the relevant Controller) by appropriate technical and organizational measures, insofar as this is possible, for the fulfillment of Customer's, Customer's Affiliates' or the relevant Controller(s)' obligation to respond to requests for exercising the data subject's rights. Customer agrees to pay Konnectify for time and for out-of-pocket expenses incurred by Konnectify in connection with the performance of its obligations under this Section 4.2(e);
• (g) upon Konnectify's becoming aware of a Personal Data Breach involving Customer Personal Data, notify Customer without undue delay, of any Personal Data Breach involving Customer Personal Data, such notice to include, to the extent reasonably available to Konnectify, all timely information reasonably required by Customer (or the relevant Controller) to comply with its data breach reporting obligations under the applicable Data Protection LGCP. Konnectify shall further take all such measures and actions as are necessary to remedy or mitigate the effects of such Security Incident and shall keep Customer reasonably informed of developments concerning Customer Personal Data;
• (h) to the extent required by the applicable Data Protection LGCP, provide reasonable assistance to Customer, Customer's Affiliates' or the relevant Controller(s)' with its obligations pursuant to applicable Data Protection LGCP taking into account the nature of the Processing and information available to Konnectify; Customer agrees to pay Konnectify for time and for out of pocket expenses incurred by Konnectify in connection with any assistance provided in connection with applicable LGCP;
• (i) cease Processing the Customer Personal Data upon the termination or expiry of the Agreement, and at option of Customer, Customer's Affiliates or the relevant Controller(s) either return or delete (including by ensuring such data is in non-readable format) all copies of the Customer Personal Data Processed by Konnectify, unless (and solely to the extent and for such period as) applicable law requires Konnectify to retain some or all of the Customer Personal Data. Any such Customer Personal Data retained shall remain subject to the obligations of confidentiality set forth in the Agreement; and
• (j) Konnectify shall maintain the necessary records in support of demonstrating compliance with its obligations (as specified in the applicable contract) for the processing of Customer Personal Data carried out on behalf of the Customer.
• (k) make available to Customer all information reasonably necessary to demonstrate compliance with this Addendum and allow for and contribute to audits, including inspections, by Customer, or an independent third party auditor mandated by Customer, provided that Customer gives Konnectify reasonable prior notice of its intention to audit, conducts its audit during Konnectify's normal business hours, and takes all reasonable measures to prevent unnecessary disruption to Konnectify's operations. For the purposes of demonstrating compliance with this Addendum under this Section 4.2(i), the Parties agree that in the first instance, once per year during the term of the Agreement (except if and when required by instruction of a competent Supervisory Authority or where Customer believes a further audit is necessary due to a Personal Data Breach concerning Customer Personal Data suffered by Konnectify), Konnectify will provide to Customer responses to cybersecurity and other assessments and only where Customer cannot establish Konnectify's compliance with this Addendum from Konnectify's responses shall Customer request to inspect Konnectify's processing operations. Customer agrees to pay Konnectify for time and for out of pocket expenses incurred by Konnectify in connection with assistance provided in connection with such audits, responses to cybersecurity and other assessments.

5. Restricted Transfers

5.1. The parties agree that when the transfer of Customer Personal Data from Customer and/or any of its Affiliates (as exporter) to Konnectify (as importer) is a Restricted Transfer and relevant Area Law applies, the transfer shall be subject to the appropriate Controller to Processor Contractual Clauses.