Data Processing Agreement

Part A. California Data Processing Addendum

This California Data Processing Addendum (CDPA) is effective upon execution of an Order Form to which this CDPA is referenced (each, an Order Form), by and between WireSnare, a Delaware corporation (the Company) and the party named as Customer in the Software as a Service Agreement (the Agreement). Capitalized terms used but not defined in this CDPA shall have the meanings given to them in the Agreement. The parties intend this CDPA to be an extension of the Agreement that will outline certain requirements for the processing of any information which qualifies as Personal Information of a Consumer (as defined below) provided or made available by Customer, or collected or otherwise obtained by Company, in the course of providing Services to Customer.

A.1 Definitions

CCPA means the California Consumer Privacy Act of 2018 as amended by the California Privacy Rights Act of 2020 as set forth in California Civil Code § 1798.100 et seq. and all other applicable laws or regulations relating to the Processing of Personal Information that may exist in the relevant jurisdiction.

Business, Business Purpose, Consumer, Person, Personal Information, Processed, Sell, Service Provider, and Third Party shall have the meanings set forth in the CCPA.

All other defined terms shall have the meanings set forth in the Agreement.

A.2 Terms

The terms of this CDPA shall take effect upon the effective date of the Order Form and continue on concurrently for the term of the Agreement.

The parties agree that Customer is a Business and Company is its Service Provider in relation to this CDPA and Personal Information that is Processed in the course of Company's provision of the Services set forth in the Agreement. The parties agree to comply at all times with the applicable provisions of the CCPA in respect to the collection, transmission, and processing of all Personal Information exchanged or shared pursuant to the Agreement.

The subject-matter of the Processing of Personal Information covered by this CDPA is the Services ordered by Customer through Company and provided by Company to Customer as set out in the Agreement.

Company certifies that it understands the restrictions set forth in Section 1798.140(ag) of the CCPA and will comply with them.

Company shall not Sell Personal Information.

In respect of Personal Information Processed in the course of providing the Services, Company:

• shall Process Personal Information only in accordance with the documented instructions from Customer (as set out in this CDPA or the Agreement or as otherwise notified by Customer to Company from time to time); provided Company may Process Personal Information for Business Purposes under the CCPA or another applicable law or regulation, and in such cases Company will inform Customer of such requirement prior to the Processing unless that law prohibits this on important grounds of public interest;
• may hire other companies to provide limited services on its behalf, provided that Company complies with the provisions of this clause. Any such subcontractors will be permitted to Process Personal Information only to deliver the Services. Company remains responsible for its subcontractors' compliance with the obligations of this CDPA, and Company shall ensure that any subcontractors to whom Company transfers Personal Information will have entered into written agreements with Company requiring that the subcontractor abide by terms substantially similar to this CDPA; and
• shall reasonably assist the Customer with its obligation to respond to requests from Consumers under the CCPA (including requests for information relating to the Processing, and requests relating to access, rectification, erasure, or portability of the Personal Information) provided that Company reserves the right to reimbursement from Customer for the reasonable cost of any time, expenditures, or fees incurred in connection with such assistance.

A.3 Miscellaneous

Except as expressly provided in this CDPA, the parties intend no amendment or modification of the Agreement or in such other addendum or supplement which may have been signed by the parties.

Any notice to be provided under this CDPA to Customer shall be sent via email to the email address associated with Customer's account.

This CDPA supplements the terms of the Agreement. In the event of any conflict between this CDPA and the Agreement regarding the processing of Consumers' Personal Information, the terms of this CDPA shall control.

If any provision of this CDPA is held by a court of competent jurisdiction to be contrary to the law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this CDPA shall remain in full force and effect.

No waiver under this CDPA will be valid or binding unless set forth in writing and duly executed by the party against whom enforcement of such waiver is sought. Any such waiver will constitute a waiver only with respect to the specific matter described therein and will in no way impair the rights of the party granting such waiver in any other respect or at any other time. Any delay or forbearance by either party in exercising any right hereunder will not be deemed a waiver of that right.

Part B. EU/UK Data Processing Agreement

This Data Processing Agreement (Agreement) by and between WireSnare, a Delaware corporation (the Company) and the party named as Customer, in its capacity as Data Processor engaged by the Company (the Data Processor), is effective as of the effective date set forth in the applicable Order Form.

• The Company acts as a Data Controller.
• The Company wishes to subcontract certain Services, which imply the processing of personal data, to the Data Processor.
• The Parties seek to implement a data processing agreement that complies with the requirements of the current legal framework in relation to data processing and with 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).
• The Parties wish to lay down their rights and obligations.

B.1 Definitions and interpretation

Unless otherwise defined herein, capitalized terms and expressions used in this Agreement shall have the following meaning:

Agreement means this Data Processing Agreement and all Schedules.

Company Personal Data means any Personal Data Processed by a Contracted Processor on behalf of Company pursuant to or in connection with the Principal Agreement.

Contracted Processor means a Subprocessor.

Data Protection Laws means EU Data Protection Laws and, to the extent applicable, the data protection or privacy laws of any other country.

EEA means the European Economic Area.

EU Data Protection Laws means EU Directive 95/46/EC, as transposed into domestic legislation of each Member State and as amended, replaced or superseded from time to time, including by the GDPR and laws implementing or supplementing the GDPR.

GDPR means EU General Data Protection Regulation 2016/679.

Data Transfer means: a transfer of Company Personal Data from the Company to a Contracted Processor; or an onward transfer of Company Personal Data from a Contracted Processor to a Subcontracted Processor, or between two establishments of a Contracted Processor, in each case, where such transfer would be prohibited by Data Protection Laws (or by the terms of data transfer agreements put in place to address the data transfer restrictions of Data Protection Laws).

Services means the software services the Company provides.

Subprocessor means any person appointed by or on behalf of Processor to process Personal Data on behalf of the Company in connection with the Agreement.

The terms Commission, Controller, Data Subject, Member State, Personal Data, Personal Data Breach, Processing and Supervisory Authority shall have the same meaning as in the GDPR, and their cognate terms shall be construed accordingly.

B.2 Processing of Company Personal Data

Processor shall comply with all applicable Data Protection Laws in the Processing of Company Personal Data; and not Process Company Personal Data other than on the relevant Company's documented instructions.

The Company instructs Processor to process Company Personal Data.

B.3 Processor personnel

Processor shall take reasonable steps to ensure the reliability of any employee, agent or contractor of any Contracted Processor who may have access to the Company Personal Data, ensuring in each case that access is strictly limited to those individuals who need to know / access the relevant Company Personal Data, as strictly necessary for the purposes of the Principal Agreement, and to comply with Applicable Laws in the context of that individual's duties to the Contracted Processor, ensuring that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.

B.4 Security

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, Processor shall in relation to the Company Personal Data implement appropriate technical and organizational measures to ensure a level of security appropriate to that risk, including, as appropriate, the measures referred to in Article 32(1) of the GDPR.

In assessing the appropriate level of security, Processor shall take account in particular of the risks that are presented by Processing, in particular from a Personal Data Breach.

B.5 Subprocessing

Processor shall not appoint (or disclose any Company Personal Data to) any Subprocessor unless required or authorized by the Company.

B.6 Data subject rights

Taking into account the nature of the Processing, Processor shall assist the Company by implementing appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of the Company obligations, as reasonably understood by Company, to respond to requests to exercise Data Subject rights under the Data Protection Laws.

Processor shall promptly notify Company if it receives a request from a Data Subject under any Data Protection Law in respect of Company Personal Data; and ensure that it does not respond to that request except on the documented instructions of Company or as required by Applicable Laws to which the Processor is subject, in which case Processor shall to the extent permitted by Applicable Laws inform Company of that legal requirement before the Contracted Processor responds to the request.

B.7 Personal Data Breach

Processor shall notify Company without undue delay upon Processor becoming aware of a Personal Data Breach affecting Company Personal Data, providing Company with sufficient information to allow the Company to meet any obligations to report or inform Data Subjects of the Personal Data Breach under the Data Protection Laws.

Processor shall co-operate with the Company and take reasonable commercial steps as are directed by Company to assist in the investigation, mitigation and remediation of each such Personal Data Breach.

B.8 Data protection impact assessment and prior consultation

Processor shall provide reasonable assistance to the Company with any data protection impact assessments, and prior consultations with Supervising Authorities or other competent data privacy authorities, which Company reasonably considers to be required by article 35 or 36 of the GDPR or equivalent provisions of any other Data Protection Law, in each case solely in relation to Processing of Company Personal Data by, and taking into account the nature of the Processing and information available to, the Contracted Processors.

B.9 Deletion or return of Company Personal Data

Subject to this section 9, Processor shall promptly and in any event within 10 business days of the date of cessation of any Services involving the Processing of Company Personal Data (the Cessation Date), delete and procure the deletion of all copies of those Company Personal Data.

B.10 Audit rights

Subject to this section 10, Processor shall make available to the Company on request all information necessary to demonstrate compliance with this Agreement, and shall allow for and contribute to audits, including inspections, by the Company or an auditor mandated by the Company in relation to the Processing of the Company Personal Data by the Contracted Processors.

Information and audit rights of the Company only arise under section 10.1 to the extent that the Agreement does not otherwise give them information and audit rights meeting the relevant requirements of Data Protection Law.

B.11 Data transfer

The Processor may not transfer or authorize the transfer of Data to countries outside the EU and/or the European Economic Area (EEA) without the prior written consent of the Company. If personal data processed under this Agreement is transferred from a country within the European Economic Area to a country outside the European Economic Area, the Parties shall ensure that the personal data are adequately protected. To achieve this, the Parties shall, unless agreed otherwise, rely on EU approved standard contractual clauses for the transfer of personal data.

B.12 General terms

Confidentiality. Each Party must keep this Agreement and information it receives about the other Party and its business in connection with this Agreement (Confidential Information) confidential and must not use or disclose that Confidential Information without the prior written consent of the other Party except to the extent that: (a) disclosure is required by law; (b) the relevant information is already in the public domain.

Notices. All notices and communications given under this Agreement must be in writing and will be delivered personally, sent by post or sent by email to the address or email address set out in the applicable Order Form at such other address as notified from time to time by the Parties changing address.

B.13 Governing law and jurisdiction

This Agreement is governed by the laws of the State of Oklahoma. Any dispute arising in connection with this Agreement, which the Parties will not be able to resolve amicably, will be submitted to the exclusive jurisdiction of the state and federal courts located in Oklahoma County, Oklahoma, subject to possible appeal to the applicable appellate courts.

Contact

Questions or requests: privacy@wiresnare.com.