DATA PROCESSING ADDENDUM

(Revision January 2023)

This Data Processing Addendum, including its Schedules, (“DPA”) forms part of the Master Subscription Agreement or other written or electronic agreement between 17a-4, llc and Customer for the Subscription purchase of online Services (including associated 17a-4 software components) from 17a-4, llc (identified either as “Services” or otherwise in the applicable agreement, and hereinafter defined as “Services”) (the “Agreement”) to reflect the Parties’ agreement with regard to the Processing of Personal Data.

Customer enters into this DPA on behalf of itself and, to the extent required under applicable Data Protection Laws and Regulations, in the name and on behalf of its Authorized Affiliates. For the purposes of this DPA only, and except where indicated otherwise, the term “Customer” shall include Customer and Authorized Affiliates. All capitalized terms not defined herein shall have the meaning set forth in the Agreement.

In the course of providing the Services to Customer pursuant to the Agreement, 17A4 may Process Personal Data on behalf of Customer and the Parties agree to comply with the following provisions with respect to any Personal Data, each acting reasonably and in good faith. This DPA shall not replace any comparable or additional rights relating to Processing of Customer Data contained in Customer’s Agreement (including any existing data processing addendum to the Agreement).

DATA PROCESSING TERMS 

1. DEFINITIONS

“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.

“Authorized Affiliate” means any of Customer’s Affiliate(s) which (a) is subject to the data protection laws and regulations of the European Union, the European Economic Area and/or their member states, Switzerland and/or the United Kingdom, and (b) is permitted to use the Services pursuant to the Agreement between Customer and 17A4, but has not signed its own Order Form with 17A4 and is not a “Customer” as defined under this DPA.

“CCPA” means the California Consumer Privacy Act, Cal. Civ. Code § 1798.100 et seq., as amended by the California Privacy Rights Act, its implementing regulations.

“Controller” means the entity which determines the purposes and means of the Processing of Personal Data.

“Customer” means the entity that executed the Agreement together with its Affiliates (for so long as they remain Affiliates) which have signed Order Forms.

“Customer Data” means what is defined in the Agreement as “Customer Data”, “User Data, or “Your Data”, provided that such data is electronic data and information submitted by or for Customer to the Services. This DPA does not apply to Content or Non- 17A4 Applications as defined in the Agreement or, if not defined in the Agreement, as defined in the Master Subscription Agreement.

“Data Protection Laws and Regulations” means all laws and regulations applicable to the Processing of Personal Data under the Agreement, including those of the European Union, the European Economic Area and their member states, Switzerland, the United Kingdom and the United States and its states.

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

“GDPR” means 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), including as implemented or adopted under the laws of the United Kingdom.

“Personal Data” means any information relating to (i) an identified or identifiable natural person and, (ii) an identified or identifiable legal entity (where such information is protected similarly as Personal Data or personally identifiable information under applicable Data Protection Laws and Regulations), where for each (i) or (ii), such data is Customer Data.

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

“Processor” means the entity which Processes Personal Data on behalf of the Controller, including as applicable any “service provider” as that term is defined by the CCPA.

“Public Authority” means a government agency or law enforcement authority, including judicial authorities.

“17A4 Processor BCR” means 17A4’s processor binding corporate rules for the Processing of Personal Data, the most current version of which is provided by 17A4 and governs transfers of Personal Data to countries to and between members of the 17A4 Group, and to third-party Sub-processors. The scope of application of the 17A4 Processor BCR is set out in section 12 of this DPA and section 1 of Schedule 1. For the purposes of this DPA, the term “17A4 Processor BCR” refers to: (i) 17A4 processor binding corporate rules for the European Economic Area, Switzerland and any non- European Economic Area member states for which Customer has contractually specified that the GDPR and implementing national legislation shall apply; and (ii) 17A4 processor binding corporate rules for the United Kingdom.

“Security, Privacy and Architecture Documentation” means the Security, Privacy and Architecture Documentation applicable to the specific Purchased Services by Customer, as updated from time to time, and provided by 17A4.

“17A4” means the company which is a party to this DPA, as specified in the MSA, being 17a-4, llc a company incorporated in New York State, United States.

“17A4 Group” means 17A4 and its Affiliates engaged in the Processing of Personal Data.

“Standard Contractual Clauses” means Standard Contractual Clauses for the transfer of Personal Data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and the Council approved by European Commission Implementing Decision (EU) 2021/914 of 4 June 2021, as currently set out at https://eur- lex.europa.eu/eli/dec_impl/2021/914/oj.

“Sub-processor” means any Processor engaged by SFDC or a member of the SFDC Group.

“Supervisory Authority” means an independent public authority which is established by an EU Member State pursuant to the GDPR.

 

2. PROCESSING OF PERSONAL DATA

  • Roles of the Parties. The parties acknowledge and agree that with regard to the Processing of Personal Data, Customer is the Controller, 17A4 is the Processor and that 17A4 or members of the 17A4 Group will engage Sub-processors pursuant to the requirements set forth in Section 5 “Sub-processors”
  • 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, including any applicable requirement to provide notice to Data Subjects of the use of 17A4 as Processor. For the avoidance of doubt, Customer’s instructions for the Processing of Personal Data shall comply with Data Protection Laws and Regulations. Customer shall have sole responsibility for the accuracy, quality, and legality of Personal Data and the means by which Customer acquired Personal Data. Customer specifically acknowledges that its use of the Services will not violate the rights of any Data Subject that has opted-out from sales or other disclosures of Personal Data, to the extent applicable under the
  • 17A4’s Processing of Personal Data. 17A4 shall treat Personal Data as Confidential Information and shall Process Personal Data on behalf of and only in accordance with Customer’s documented instructions for the following purposes: (i) Processing in accordance with the Agreement and applicable Order Form(s); (ii) Processing initiated by Users in their use of the Services; and (iii) Processing to comply with other documented reasonable instructions provided by Customer (e.g., via email) where such instructions are consistent with the terms of the
  • Details of the Processing. The subject-matter of Processing of Personal Data by SFDC is the performance of the Services pursuant to the Agreement. The duration of the Processing, the nature and purpose of the Processing, the types of Personal Data and categories of Data Subjects Processed under this DPA are further specified in Schedule 2 (Description of Processing/Transfer) to this DPA.
  • Customer Instructions 17A4 shall inform Customer immediately (i) if, in its opinion, an instruction from Customer constitutes a breach of the GDPR and/or (ii) if 17A4 is unable to follow Customer’s instructions for the Processing of Personal Data.

 

3. RIGHTS OF DATA SUBJECTS

Data Subject Request. 17A4 shall, to the extent legally permitted, promptly notify Customer if 17A4 receives a request from a Data Subject to exercise the Data Subject’s right of access, right to rectification, restriction of Processing, erasure (“right to be forgotten”), data portability, object to the Processing, or its right not to be subject to an automated individual decision making, each such request being a “Data Subject Request”. Taking into account the nature of the Processing, 17A4 shall assist Customer by appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of Customer’s obligation to respond to a Data Subject Request under Data Protection Laws and Regulations. In addition, to the extent Customer, in its use of the Services, does not have the ability to address a Data Subject Request, 17A4 shall upon Customer’s request provide commercially reasonable efforts to assist Customer in responding to such Data Subject Request, to the extent 17A4 is legally permitted to do so and the response to such Data Subject Request is required under Data Protection Laws and Regulations. To the extent legally permitted, Customer shall be responsible for any costs arising from 17A4’s provision of such assistance.

 

4. 17A4 PERSONNEL

  • 17A4 shall ensure that its personnel engaged in the Processing of Personal Data are informed of the confidential nature of the Personal Data, have received appropriate training on their responsibilities and have executed written confidentiality agreements. 17A4 shall ensure that such confidentiality obligations survive the termination of the personnel engagement.
  • Reliability and Security. 17A4 shall take commercially reasonable steps to ensure the reliability and security of any 17A4 personnel engaged in the Processing of Personal
  • Limitation of Access. 17A4’s shall ensure that 17A4’s access to Personal Data is limited to those personnel performing Services in accordance with the
  • Data Protection Members of the 17A4 Group have appointed a data protection officer. The appointed person may be reached at dweeden@17a-4.com.

 

5. SUB-PROCESSORS

  • Appointment of Sub-processors. Customer acknowledges and agrees that (a) 17A4’s Affiliates may be retained as Sub- processors; and (b) 17A4 and 17A4’s Affiliates respectively may engage third-party Sub-processors in connection with the provision of the Services. 17A4 or an 17A4 Affiliate has entered into a written agreement with each Sub-processor containing data protection obligations not less protective than those in this Agreement with respect to the protection of Customer Data to the extent applicable to the nature of the Services provided by such Sub-processor.
  • List of Current Sub-processors and Notification of New Sub-processors. 17A4 shall make available to Customer the current list of Sub-processors for the Services identified in Schedule 2 of the Standard Contractual Clauses attached Such Sub-processor lists shall include the identities of those Sub-processors and their country of location (“Infrastructure and Sub-processor Documentation”). Customer may find on 17A4’s website the Infrastructure and Sub-processor Documentation as well as a mechanism to subscribe to notifications of new Sub-processors for each applicable Service, to which Customer shall subscribe, and if Customer subscribes, 17A4 shall provide notification of a new Sub-processor(s) before authorizing any new Sub-processor(s) to Process Personal Data in connection with the provision of the applicable Services.
  • Objection Right for New Sub-processors. Customer may object to 17A4’s use of a new Sub-processor by notifying 17A4 promptly in writing within ten (10) business days after receipt of 17A4’s notice in accordance with the mechanism set out in Section 2. In the event Customer objects to a new Sub-processor, as permitted in the preceding sentence, 17A4 will use reasonable efforts to make available to Customer a change in the Services or recommend a commercially reasonable change to Customer’s configuration or use of the Services to avoid Processing of Personal Data by the objected-to new Sub- processor without unreasonably burdening Customer. If 17A4 is unable to make available such change within a reasonable period of time, which shall not exceed thirty (30) days, Customer may terminate the applicable Order Form(s) with respect only to those Services which cannot be provided by SFDC without the use of the objected-to new Sub-processor by providing written notice to 17A4. 17A4 will refund Customer any prepaid fees covering the remainder of the term of such Order Form(s) following the effective date of termination with respect to such terminated Services, without imposing a penalty for such termination on Customer.
  • 17A4 shall be liable for the acts and omissions of its Sub-processors to the same extent 17A4 would be liable if performing the services of each Sub-processor directly under the terms of this DPA, except as otherwise set forth in the Agreement.

 

6. SECURITY

  • Controls for the Protection of Customer Data. 17A4 shall maintain appropriate technical and organizational measures for protection of the security (including protection against unauthorized or unlawful Processing and against accidental or unlawful destruction, loss or alteration or damage, unauthorized disclosure of, or access to, Customer Data), confidentiality and integrity of Customer Data, as set forth in the Security, Privacy and Architecture Documentation. 17A4 regularly monitors compliance with these measures. 17A4 will not materially decrease the overall security of the Services during a subscription
  • Third-Party Certifications and 17A4 Affiliates have obtained the third-party certifications and audits set forth in the Security, Privacy and Architecture Documentation. Upon Customer’s written request at reasonable intervals, and subject to the confidentiality obligations set forth in the Agreement, 17A4 shall make available to Customer that is not a competitor of 17A4 (or Customer’s independent, third-party auditor that is not a competitor of 17A4) a copy of 17A4’s then most recent third-party audits or certifications, as applicable.
  • Data Protection Impact Upon Customer’s request, 17A4 shall provide Customer with reasonable cooperation and assistance needed to fulfill Customer’s obligation under Data Protection Laws and Regulations to carry out a data protection impact assessment related to Customer’s use of the Services, to the extent Customer does not otherwise have access to the relevant information, and to the extent such information is available to 17A4.

 

7. CUSTOMER DATA INCIDENT MANAGEMENT AND NOTIFICATION

17A4 maintains security incident management policies and procedures specified in the Security, Privacy and Architecture Documentation and shall notify Customer without undue delay after becoming aware of the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Data, including Personal Data, transmitted, stored or otherwise Processed by 17A4 or its Sub-processors of which 17A4 becomes aware (a “Customer Data Incident”). 17A4 shall make reasonable efforts to identify the cause of such Customer Data Incident and take those steps as 17A4 deems necessary and reasonable to remediate the cause of such a Customer Data Incident to the extent the remediation is within 17A4’s reasonable control. The obligations herein shall not apply to incidents that are caused by Customer or Customer’s Users.

 

8. GOVERNMENT ACCESS REQUESTS

  • 17A4 requirements. In its role as a Processor, 17A4 shall maintain appropriate measures to protect Personal Data in accordance with the requirements of Data Protection Laws and Regulations, including by implementing appropriate technical and organizational safeguards to protect Personal Data against any interference that goes beyond what is necessary in a democratic society to safeguard national security, defense and public If 17A4 receives a legally binding request to access Personal Data from a Public Authority, 17A4 shall, unless otherwise legally prohibited, promptly notify Customer including a summary of the nature of the request. To the extent 17A4 is prohibited by law from providing such notification, 17A4 shall use commercially reasonable efforts to obtain a waiver of the prohibition to enable 17A4 to communicate as much information as possible, as soon as possible. Further, 17A4 shall challenge the request if, after careful assessment, it concludes that there are reasonable grounds to consider that the request is unlawful. 17A4 shall pursue possibilities of appeal. When challenging a request, 17A4 shall seek interim measures with a view to suspending the effects of the request until the competent judicial authority has decided on its merits. It shall not disclose the Personal Data requested until required to do so under the applicable procedural rules. 17A4 agrees it will provide the minimum amount of information permissible when responding to a request for disclosure, based on a reasonable interpretation of the request. 17A4 shall promptly notify Customer if 17A4 becomes aware of any direct access by a Public Authority to Personal Data and provide information available to 17A4 in this respect, to the extent permitted by law. For the avoidance of doubt, this DPA shall not require 17A4 to pursue action or inaction that could result in civil or criminal penalty for 17A4 such as contempt of court. 17A4 certifies that 17A4 (1) has not purposefully created back doors or similar programming for the purpose of allowing access to the Services and/or Personal Data by any Public Authority; (2) has not purposefully created or changed its business processes in a manner that facilitates access to the Services and/or Personal Data by any Public Authority; and (3) at the Effective Date is not currently aware of any national law or government policy requiring 17A4 to create or maintain back doors, or to facilitate access to the Services and/or Personal Data, to keep in its possession any encryption keys or to hand- over the encryption key to any third party.

 

  • Sub-processors requirements. 17A4 shall ensure that Sub-processors involved in the Processing of Personal Data are subject to the relevant commitments regarding Government Access Requests in the Standard Contractual Clauses and 17A4 Processor BCR.

 

9. RETURN AND DELETION OF CUSTOMER DATA

17A4 shall return Customer Data to Customer and, to the extent allowed by applicable law, delete Customer Data in accordance with the procedures and timeframes specified in the Security, Privacy and Architecture Documentation. Until Customer Data is deleted or returned, 17A4 shall continue to comply with this DPA and its Schedules.

 

10. AUTHORIZED AFFILIATES

  • Contractual Relationship. The parties acknowledge and agree that, by executing the Agreement, Customer enters into the DPA on behalf of itself and, as applicable, in the name and on behalf of its Authorized Affiliates, thereby establishing a separate DPA between 17A4 and each such Authorized Affiliate subject to the provisions of the Agreement and this Section 9 and Section 10. Each Authorized Affiliate agrees to be bound by the obligations under this DPA and, to the extent applicable, the Agreement. For the avoidance of doubt, an Authorized Affiliate is not and does not become a party to the Agreement, and is only a party to the All access to and use of the Services and Content Source by Authorized Affiliates must comply with the terms and conditions of the Agreement and any violation of the terms and conditions of the Agreement by an Authorized Affiliate shall be deemed a violation by Customer.
  • The Customer that is the contracting party to the Agreement shall remain responsible for coordinating all communication with 17A4 under this DPA and be entitled to make and receive any communication in relation to this DPA on behalf of its Authorized Affiliates.
  • Rights of Authorized Affiliates. Where an Authorized Affiliate becomes a party to the DPA with 17A4, it shall to the extent required under applicable Data Protection Laws and Regulations be entitled to exercise the rights and seek remedies under this DPA, subject to the following:
    • Except where applicable Data Protection Laws and Regulations require the Authorized Affiliate to exercise a right or seek any remedy under this DPA against 17A4 directly by itself, the parties agree that (i) solely the Customer that is the contracting party to the Agreement shall exercise any such right or seek any such remedy on behalf of the Authorized Affiliate, and (ii) the Customer that is the contracting party to the Agreement shall exercise any such rights under this DPA not separately for each Authorized Affiliate individually but in a combined manner for itself and all of its Authorized Affiliates together (as set forth, for example, in Section 9.3.2, below).
    • The parties agree that the Customer that is the contracting party to the Agreement shall, when carrying out an on- site audit of the procedures relevant to the protection of Personal Data, take all reasonable measures to limit any impact on 17A4 and its Sub-Processors by combining, to the extent reasonably possible, several audit requests carried out on behalf of itself and all of its Authorized Affiliates in one single

 

11. LIMITATION OF LIABILITY

Each party’s and all of its Affiliates’ liability, taken together in the aggregate, arising out of or related to this DPA, and all DPAs between Authorized Affiliates and 17A4, whether in contract, tort or under any other theory of liability, is subject to the ‘Limitation of Liability’ section of the Agreement, and any reference in such section to the liability of a party means the aggregate liability of that party and all of its Affiliates under the Agreement and all DPAs together.

For the avoidance of doubt, 17A4’s and its Affiliates’ total liability for all claims from Customer and all of its Authorized Affiliates arising out of or related to the Agreement and all DPAs shall apply in the aggregate for all claims under both the Agreement and all DPAs established under this Agreement, including by Customer and all Authorized Affiliates, and, in particular, shall not be understood to apply individually and severally to Customer and/or to any Authorized Affiliate that is a contractual party to any such DPA.

 

12. EUROPEAN SPECIFIC PROVISIONS

  • For the purposes of this section 12 and Schedule 1 these terms shall be defined as follows:

“EU C-to-P Transfer Clauses” means Standard Contractual Clauses sections I, II, III and IV (as applicable) to the extent they reference Module Two (Controller-to-Processor).

“EU P-to-P Transfer Clauses” means Standard Contractual Clauses sections I, II III and IV (as applicable) to the extent they reference Module Three (Processor-to-Processor).

  • 17A4 will Process Personal Data in accordance with the GDPR requirements directly applicable to 17A4’s provision of its Services.
  • Transfer mechanisms for data If, in the performance of the Services, Personal Data that is subject to the GDPR or any other law relating to the protection or privacy of individuals that applies in Europe is transferred out of Europe to countries which do not ensure an adequate level of data protection within the meaning of the Data Protection Laws and Regulations of Europe, the transfer mechanisms listed below shall apply to such transfers and can be directly enforced by the Parties to the extent such transfers are subject to the Data Protection Laws and Regulations of Europe:
  • The 17A4 Processor BCR, which shall apply to the Services listed in the Appendix to the 17A4 Processor BCR (the “BCR Services”), subject to the additional terms in section 1 of Schedule 1;
  • The EU C-to-P Transfer Clauses. Where Customer and/or its Authorized Affiliate is a Controller and a data exporter of Personal Data and 17A4 is a Processor and data importer in respect of that Personal Data, then the Parties shall comply with the EU C-to-P Transfer Clauses, subject to the additional terms in section 2 of Schedule 1; and/or
  • The EU P-to-P Transfer Clauses. Where Customer and/or its Authorized Affiliate is a Processor acting on behalf of a Controller and a data exporter of Personal Data and 17A4 is a Processor and data importer in respect of that Personal Data, the Parties shall comply with the terms of the EU P-to-P Transfer Clauses, subject to the additional terms in sections 2 and 3 of Schedule 1.

13. LEGAL EFFECT

This DPA shall only become legally binding between Customer and 17A4 upon formal execution of this Addendum.