This Data Processing Agreement (the “DPA”), entered into by customer identified on the applicable We-Connect ordering document for We-Connect services (“Customer”) and the We-Connect company identified on the ordering document (“We-Connect”), governs the processing of Personal Data that Customer uploads or otherwise provides We-Connect in connection with the services, the processing of Personal Data by We-Connect on behalf of Customer in connection with the services, and the processing of any Personal Data that We-Connect uploads or otherwise provides to Customer in connection with the services.

This DPA is incorporated into the relevant We-Connect services agreement attached to or incorporated by reference into the ordering document previously executed by Customer, referred to generically in this DPA as the “We-Connect Contract”. Collectively, the DPA (including the SCCs, as defined herein), the We-Connect Contract, and the applicable ordering documents are referred to in this DPA as the “Agreement”.

In the event of any conflict or inconsistency between any of the terms of the Agreement, the provisions of the following documents (in order of precedence) shall prevail:
(a) the SCCs; (b) Terms of Use; (c) this DPA; (d) GDPR/Privacy Policy.

1. DEFINITIONS

“Standard Contractual Clauses” means:
(i) in respect of EEA Personal Data, the contractual clauses annexed to the European Commission's Implementing Decision 2021/914 of 4 June 2021 on standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council (“EU SCCs”) (located at https://eur-lex.europa.eu/eli/dec_impl/2021/914/oj?uri=CELEX%3A32021D0914&lo cale=en or at any other official link, and as may be updated or replaced by the European Commission); and/or (ii) in respect of UK Personal Data, standard data protection clauses adopted pursuant to or permitted under Article 46 of the UK GDPR (“UK SCCs”), each of which are hereby incorporated into this agreement as if they have been set out in full herein.

“General Data Protection Regulation” or "GDPR" means Regulation (EU) 2016/679 of the European Parliament and of the Council together with any subordinate legislation or regulation implementing the General Data Protection Regulation. “CPRA” means California Privacy Rights Act and “CCPA” means the California Consumer Privacy Act of 2018 together with any subordinate legislation or regulations.

“Customer Personal Data” means Personal Data that Customer uploads or otherwise provides We-Connect in connection with its use of We-Connect’s services.

“Data Protection Requirements” means the General Data Protection Regulation, and any applicable laws, regulations, and other legal requirements relating to (a) privacy, data security, and protection of Personal Data; and (b) the Processing of any Personal Data. Data Protection Requirements may include, but are not limited to, EU GDPR / UK GDPR, the Swiss Federal Act on Data Protection 2020, LGPD (Brazil’s General Data Protection Law), PIPEDA and the CPRA.

“EU Personal Data” means Personal Data the sharing of which pursuant to this Agreement is regulated by the General Data Protection Regulation.

“Personal Data” means information about an individual that (a) can be used to identify, contact or locate a specific individual; (b) can be combined with other information that can be used to identify, contact or locate a specific individual; or (c) is defined as “personal data” or “personal information” by applicable laws or regulations relating to the collection, use, storage or disclosure of information about an identifiable individual.

“Personal Data Breach” means any accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Personal Data.

“Process” and its cognates mean any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.

“Subprocessor” means any entity which provides processing services to We-Connect in furtherance of We-Connect’s processing of Customer Personal Data.

“Supervisory Authority” means an independent public authority which is (i) established by a European Union member state pursuant to Article 51 of the General Data Protection Regulation; or (ii) the public authority governing data protection, which has supervisory authority and jurisdiction over Customer.

"UK GDPR" means the UK General Data Protection Regulation, amended by the Data Protection Act 2018.

"UK Personal Data" means Personal Data the sharing of which pursuant to this Agreement is regulated by the UK GDPR.

2. NATURE OF DATA PROCESSING

Each party agrees to Process Personal Data received under the Agreement only for the purposes set forth in the Agreement. For the avoidance of doubt, the categories of Personal Data Processed and the categories of data subjects subject to this DPA are described in Schedule A to this DPA.

3. COMPLIANCE WITH LAWS

The parties shall each comply with their respective obligations under all applicable Data Protection Requirements.

4. CUSTOMER OBLIGATIONS

4.1

Customer agrees to: (i) determine the purposes and general means of We-Connect’s Processing of Customer Personal Data in accordance with the Agreement; and (ii) comply with its protection, security and other obligations with respect to Customer Personal Data prescribed by Data Protection Requirements for data controllers.

4.2

Customer agrees to, at We-Connect's request, designate to We-Connect a single point of contact responsible for (i) receiving and responding to data subject requests We-Connect receives from Customer data subjects relating to Customer Personal Data; and (ii) notifying We-Connect of Customer’s intended response to a data subject request relating to the access to or the rectification, erasure, restriction, portability, blocking or deletion of Customer Personal Data that We-Connect processes for Customer, and authorizing We-Connect to fulfill such responses on behalf of Customer.

5. WE-CONNECT OBLIGATIONS

5.1 Processing Requirements.

We-Connect will:
a. Process Customer Personal Data (i) only for the purpose of providing, supporting and improving We-Connect’s services (including to provide insights and other reporting), using appropriate technical and organizational security measures; and (ii) in compliance with the instructions received from Customer. We-Connect will not use or Process the Customer Personal Data for any other purpose. We-Connect will promptly inform Customer in writing if it cannot comply with the requirements under Sections 5-8 of this DPA, in which case Customer may terminate the Agreement or take any other reasonable action, including suspending data processing operations;

b. Inform Customer promptly if, in We-Connect’s opinion, an instruction from Customer violates applicable Data Protection Requirements;

c. If We-Connect is collecting Customer Personal Data from individuals on behalf of Customer, follow Customer’s instructions regarding such Customer Personal Data collection (including with regard to the provision of notice and exercise of choice);

d. Take steps to ensure that (i) persons employed by it and (ii) other persons engaged to perform on We-Connect’s behalf comply with the terms of the Agreement;

e. Ensure that its employees, authorized agents and any Subprocessors are required to comply with and acknowledge and respect the confidentiality of the Customer Personal Data, including after the end of their respective employment, contract or assignment;

f. If it intends to engage Subprocessors to help it satisfy its obligations in accordance with this DPA or to delegate all or part of the processing activities to such Subprocessors, (i) remain liable to Customer for the Subprocessors’ acts and omissions with regard to data protection where such Subprocessors act on We-Connect’s instructions; and (ii) enter into contractual arrangements with such Subprocessors binding them to provide the same level of data protection and information security to that provided for herein; and

5.2 Notice to Customer.

We-Connect will inform Customer if We-Connect becomes aware of:

a. Any non-compliance by We-Connect or its employees with Sections 5-8 of this DPA or the Data Protection Requirements relating to the protection of Customer Personal Data Processed under this DPA;

b. Any legally binding request for disclosure of Customer Personal Data by a law enforcement authority, unless We-Connect is otherwise forbidden by law to inform Customer, for example to preserve the confidentiality of an investigation by law enforcement authorities;

c. Any notice, inquiry or investigation by a Supervisory Authority with respect to Customer Personal Data; or

d. Any complaint or request (in particular, requests for access, rectification, erasure, restriction, portability, blocking or deletion of Customer Personal Data) received directly from data subjects of Customer. We-Connect will not substantively respond to any such request without Customer’s prior written authorization.

5.3 Assistance to Customer.

We-Connect will provide reasonable assistance to Customer regarding:

a. Any requests from Customer data subjects in respect of access to or the rectification, erasure, restriction, portability, blocking or deletion of Customer Personal Data that We-Connect Processes for Customer. In the event that a data subject sends such a request directly to We-Connect, We-Connect will promptly send such request to Customer;

b. The investigation of Personal Data Breaches and the notification to the Supervisory Authority and Customer's data subjects regarding such Personal Data Breaches; and

c. Where appropriate, the preparation of data protection impact assessments and, where necessary, carrying out consultations with any Supervisory Authority.

5.4 Required Processing.

If We-Connect is required by Data Protection Requirements to Process any

Customer Personal Data for a reason other than providing the services described in the Agreement, We-Connect will inform Customer of this requirement in advance of any Processing, unless We-Connect is legally prohibited from informing Customer of such Processing (e.g., as a result of secrecy requirements that may exist under applicable EU member state laws).

5.5 Security.

We-Connect will:

a. Maintain appropriate organizational and technical security measures (which may include, with respect to personnel, facilities, hardware and software, storage and networks, access controls, monitoring and logging, vulnerability and breach detection, incident response, encryption of Customer Personal Data while in transit and at rest) designed to protect against unauthorized or accidental access, loss, alteration, disclosure or destruction of Customer Personal Data, including the security measures set forth in Schedule C to this DPA, which shall apply as Annex II of the SCCs;

b. Be responsible for the sufficiency of the security, privacy, and confidentiality safeguards of all We-Connect personnel with respect to Customer Personal Data and liable for any failure by such We-Connect personnel to meet the terms of this DPA;

c. Take reasonable steps to confirm that all We-Connect personnel are protecting the security, privacy and confidentiality of Customer Personal Data consistent with the requirements of this DPA, which shall apply as Annex II of the SCCs; and

d. Notify Customer of any Personal Data Breach by We-Connect, its Subprocessors, or any other third parties acting on We-Connect’s behalf without undue delay and in any event within 48 hours of becoming aware of a Personal Data Breach.

If a Personal Data Breach results from either (i) the negligence or intentional misconduct of We-Connect (or any We-Connect Subprocessor consistent with Section 5.1(f)) or (ii) a material failure of We-Connect to comply with the terms of this DPA, We-Connect shall bear all costs associated with investigating and remediating the Personal Data Breach. We-Connect shall provide reasonable reimbursement to Customer for any costs associated with notifying affected individuals as required by law or providing individuals with credit monitoring or other appropriate remediation services, provided that We-Connect, as a processor, will adhere to its commitments under 5.3(b) of this DPA.

6. AUDIT, CERTIFICATION

6.1 Supervisory Authority Audit of Customer.

If a Supervisory Authority requires an audit of the data processing facilities from which We-Connect Processes Customer Personal Data in order to ascertain or monitor Customer's compliance with Data Protection Requirements, We-Connect will cooperate with such audit. Customer is responsible for all costs and fees related to such audit, including all reasonable costs and fees for any and all time We-Connect expends for any such audit, in addition to the rates for services performed by We-Connect.

6.2 Audits.

Upon request, We-Connect will provide to Customer an opinion or Service Organization Control report provided by an accredited, third-party audit firm under the Statement on Standards for Attestation Engagements (SSAE) No. 18 (“SSAE 18”) (Reporting on Controls at a Service Organization) or the International Standard on Assurance Engagements (ISAE) 3402 (“ISAE 3402”) (Assurance Reports on Controls at a Service Organization) standards applicable to the services under the Agreement (each such report, a “Report”). If a Report does not provide, in Customer’s reasonable judgment, sufficient information to confirm We-Connect’s compliance with the terms of this DPA, then Customer or an accredited third-party audit firm agreed to by both Customer and We-Connect may audit We-Connect’s compliance with the terms of this DPA during regular business hours, with reasonable advance notice to We-Connect and subject to reasonable confidentiality procedures. Customer is responsible for all costs and fees related to such audit, including all reasonable costs and fees for any and all time We-Connect expends for any such audit, in addition to the rates for services performed by We-Connect. Before the commencement of any such audit, Customer and We-Connect shall mutually agree upon the scope, timing, and duration of the audit. Customer shall promptly notify We-Connect with information regarding any non-compliance discovered during the course of an audit. Customer may not audit We-Connect more than once annually.

7. DATA TRANSFERS

7.1

For transfers of EU Personal Data to We-Connect for processing by We-Connect in a jurisdiction other than a jurisdiction in the EU, the EEA, or the European Commission-approved countries providing ‘adequate’ data protection, each party agrees it will use Module 2 of the SCCs for Controller to Processor transfers, which are incorporated herein by reference. The parties agree that any dispute arising from the SCCs shall be governed by the law of the Member State in which the data exporter is established.

7.2

If We-Connect is unable or becomes unable to comply with these requirements, then EU Personal Data will be processed and used exclusively within the territory of a member state of the European Union and any movement of EU Personal Data to a non-EU country requires the prior written consent of Customer. We-Connect shall promptly notify Customer of any inability by We-Connect to comply with the provisions of this Section 7. Notwithstanding the foregoing, where the transfers contemplated under this Section 7 result in transfers of UK Personal Data to We-Connect for processing by We-Connect in a jurisdiction other than in the UK or UK Information Commissioner’s Office-approved countries providing ‘adequate’ data protection, (1) each party agrees it will use the 2010 Controller-to-Processor SCCs for so long as such SCCs are lawfully permitted for such transfers of UK Personal Data, and (2) Schedules A and C shall apply as Annex I and Annex II, respectively. In the event that the UK Information Commissioner’s Office confirms that a “UK Addendum to the EU Standard Contractual Clauses” (“UK Addendum”) is required to rely lawfully on the SCCs for transfers of UK Personal Data, then (a) the SCCs used for EU Personal Data shall also apply to transfers of UK Personal Data; (b) the UK Addendum shall be deemed executed between Customer and We-Connect; and (c) the SCCs between the parties shall be deemed amended as specified in the UK Addendum in respect of the transfer of such UK Personal Data.

8. DATA RETURN AND DELETION

The parties agree that on the termination of the data processing services or upon Customer’s reasonable request, We-Connect shall, and shall cause any Subprocessors to, at the choice of Customer, return all the Customer Personal Data and copies of such data to Customer or securely destroy them and demonstrate to the satisfaction of Customer that it has taken such measures, unless Data Protection Requirements prevent We-Connect from returning or destroying all or part of the Customer Personal Data disclosed. In such case, We-Connect agrees to preserve the confidentiality of the Customer Personal Data retained by it and that it will only actively Process such Customer Personal Data after such date in order to comply with applicable laws. For clarity, We-Connect may continue to Process Customer Personal Data that has been aggregated in a manner that does not identify individuals or customers to improve We-Connect’s systems and services.

9. CONTROLLER-TO-CONTROLLER SCENARIOS

Certain Services may offer integrated viewing and export of Personal Data of We-Connect members that Customer already may access on We-Connect’s website, We-Connect.com, consistent with member privacy settings. For purposes of GDPR, where there is a member-directed export of Personal Data or where Customer already may access such Personal Data, both Customer and We-Connect will be independent controllers of Personal Data originally derived on the We-Connect Services. The parties agree that, for such cases, We-Connect and Customer would each act as a data controller with respect to their particular copy of the Personal Data. Each party will, to the extent that it, along with the other party, acts as data controller, as the term is defined in applicable Data Protection Requirements, with respect to Personal Data, reasonably cooperate with the other party to enable the exercise of data protection rights as set forth in the Data Protection Requirements. Where both parties each act as data controller with respect to Personal Data, and the transfer of data between the parties results in a transfer of EU Personal Data to a jurisdiction other than a jurisdiction in the EU, the EEA, or the European Commission-approved countries providing ‘adequate’ data protection, each party agrees it will use Module 1 of the SCCs, which are incorporated herein by reference. The parties agree that the following terms apply: (i) the Data Protection Commission of the Member State in which the data exporter is established shall be the competent Supervisory Authority pursuant to Clause 13 of the SCCs; (ii) data subjects for whom a We-Connect entity processes EU Personal Data are third-party beneficiaries under the applicable SCCs; (iii) the SCCs shall be governed by the law of the Member State in which the data exporter is established, which allows for third-party beneficiary rights pursuant to Clause 17 of the SCCs; and (iv) any dispute arising from the SCCs shall be resolved by the courts of the Member State in which the data exporter is established pursuant to Clause 18 of the SCCs. Notwithstanding the foregoing, where the transfers contemplated under this Section 9 results in a transfer of UK Personal Data to a jurisdiction other than in the UK or UK Information Commissioner’s Office-approved countries providing ‘adequate’ data protection, (1) the 2004 Controller-to-Controller SCCs, which are incorporated herein by reference, will apply for so long as such SCCs are lawfully permitted for such transfers of UK Personal Data, (2) Schedule A and Schedule C shall apply as Annex B and Annex II, respectively, and (3) for purpose of Section II(h), the data importer will process the UK Personal Data, at its option, in accordance with the data processing principles set out in Annex A of the Controller-to-Controller SCCs. In the event that the UK Information Commissioner’s Office confirms that a UK Addendum is required to rely lawfully on the SCCs contemplated under this Section 9 for transfers of UK Personal Data, then (a) SCCs used for EU Personal Data under this Section 9 shall also apply to transfers of UK Personal Data; (b) the UK Addendum shall be deemed executed between Customer and We-Connect; and (c) the SCCs between the parties shall be deemed amended as specified in the UK Addendum in respect of the transfer of such UK Personal Data.

Unless otherwise agreed in writing, the parties acknowledge and agree that each is acting independently as Data Controller with respect of Personal Data and the parties are not joint controllers as defined in the General Data Protection Regulation and UK GDPR.

10. THIRD PARTY DATA PROCESSORS

Customer acknowledges that in the provision of some services, We-Connect, on receipt of instructions from Customer, may transfer Customer Personal Data to and otherwise interact with third party data processors. Customer agrees that if and to the extent such transfers occur, Customer is responsible for entering into separate contractual arrangements with such third-party data processors binding them to comply with obligations in accordance with Data Protection Requirements. For avoidance of doubt, such third-party data processors are not Subprocessors.

11. TERM

This DPA shall remain in effect as long as We-Connect carries out Personal Data processing operations on behalf of Customer or until the termination of the We-Connect Contract (and all Personal Data has been returned or deleted in accordance with Section 8 above).

12. GOVERNING LAW, JURISDICTION, AND VENUE

Notwithstanding anything in the Agreement to the contrary, this DPA shall be governed by the laws of the Member State in which the data exporter is established. However, where a dispute arises regarding the processing of UK Personal Data under this DPA, such dispute shall be governed by the laws of England and Wales.

Categories of data subjects whose Personal Data is transferred:

Module 1 (Controller to Controller):

Registered users of We-Connect.io (“We-Connect Members”)

Module 2 (Controller to Processor):

Categories of data subjects whose personal data is transferred

Categories of Personal Data transferred:

Module 1 (Controller to Controller)

The data transferred is the Personal Data of We-Connect Members that Customer already may access on We-Connect’s platform, We-Connect.io, consistent with member privacy settings, provided by the data exporter (We-Connect) to the data importer (Customer).

Module 2 (Controller to Processor)

The data transferred is the Personal Data provided by the data exporter (Customer) to the data importer (We-Connect) in connection with its use of We-Connect’s services, referred to as Customer Personal Data in the Data Processing Agreement.

Such Customer Personal Data may include, depending on the Customer’s or Customer’s seat holder’s input/interaction.

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 specialized training), keeping a record of access to the data, restrictions for onward transfers or additional security measures.

Nature of the processing

Collection, organization, structuring, use, storage, combination, making available on We-Connect properties in accordance with the relevant services.

Purpose(s) of the data transfer and further processing:

· Provide, maintain and improve services (in accordance with the DPA) to the data exporter,
· Provide customer support to the data exporter,
· Otherwise fulfil We-Connect’s (and, if applicable, its affiliate’s) obligations under its respective services agreement with the data exporter; and
· Compliance with applicable law.

The period for which the Personal Data will be retained, or, if that is not possible, the criteria used to determine that period:

We-Connect will retain the data for the duration of the term of the services specified on the ordering document and in accordance with Section 8 of the DPA.

For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing:

We-Connect uses sub-processors to support its infrastructure environment, local and international providers of telecommunications and networking services, legal entities engaged in data storage and content delivery material. Personal Data processed by sub-processors is processed for the purposes and duration of the relevant We-Connect services agreement or ordering document.

Subprocessors:

California Privacy Rights Act / California Consumer Privacy Act

This Addendum is entered into by the We-Connect customer identified on the applicable We-Connect ordering document for We-Connect services (“Customer”) and the We-Connect company identified on the ordering document (“We-Connect”), and amends the We-Connect Data Processing Agreement between Customer and We-Connect (“DPA”) with respect to We-Connect’s processing of Customer Personal Data of California Consumers under the CCPA/CPRA. Capitalized terms used but not otherwise defined in this Addendum will have the meanings given to them in the DPA. Capitalized terms not otherwise defined in the DPA, will have the meanings given to them under the CPRA/CCPA.

No CCPA/CPRA Sale. The parties agree that for the purposes of the CCPA/CPRA, We-Connect acts as a CCPA/CPRA Service Provider for Customer Personal Data. Customer does not sell Customer Personal Data to We-Connect because We-Connect shall only use Customer Personal Data for the purposes specified in the DPA. We-Connect certifies that it has read and understands this Addendum and will abide by it, including by avoiding any action that would cause the other Party to be deemed to have sold Personal Data or Personal Information under the CCPA/CPRA.

1. General Security Measures

Data Importer will comply with industry standard security measures (including with respect to personnel, facilities, hardware and software, storage and networks, access controls, monitoring and logging, vulnerability and breach detection, and incident response measures necessary to protect against unauthorized or accidental access, loss, alteration, disclosure or destruction of Data Exporter's Personal Data provided by Data Exporter to Data Importer), as well as with all applicable data privacy and security laws, regulations and standards.

2. Contact Information

Data Importer's security team can be reached at [email protected] for any security issues or questions related to the product.

3. Compliance

Data Importer complies with the standards and practices set forth in the SCCs and other Regulation. Data Exporter must contact their We-Connect account manager for any additional information on the security certifications.

4. Information Security

The objective of We-Connect Information security program is to maintain the confidentiality, integrity and availability of its computer and data communication systems while meeting necessary legislative, industry, and contractual requirements. Data importer shall establish, implement, and maintain an information security program that includes technical and organizational security and physical measures as well as policies and procedures to protect Data Exporter data processed by Data importer against accidental loss; destruction or alteration; unauthorized disclosure or access; or unlawful destruction.

CONTACT INFORMATION

Questions about this agreement should be sent to us at [email protected]