Data Processing Addendum

1. DEFINITIONS

1. “Affiliate” means an entity that, directly or indirectly, controls, is controlled by, or is under common control with a Party. As used herein, “control” means the power to direct the management or affairs of an entity and the beneficial ownership of fifty percent (50%) or more of the voting equity securities or other equivalent voting interests of an entity.
2. “Applicable Law(s)” means all US, UK, and EU laws, regulations, and other legal or regulatory requirements relating to privacy, data protection/security, or the Processing of Personal Data applicable to Apps Do Wonders’ performance of its services under the Agreement, including without limitation the California Consumer Privacy Act, Cal. Civ. Code § 1798.100 et seq. (“CCPA”) as amended by the California Privacy Rights Act of 2020 (“CPRA”), including any implementing regulations, the United Kingdom Data Protection Act 2018, and the General Data Protection Regulation (Regulation (EU) 2016/679) (“GDPR”).
3. “User Contact Data” means the User’s contact information.
4. “User Personal Data” means User Data, as defined in the Agreement, consisting of Personal Data, except for User Contact Data.
5. “EEA” means, for purposes of this DPA, the European Economic Area (which is composed of the member states of the European Union), Norway, Iceland, Liechtenstein, and Switzerland.
6. “EU SCCs” means the Standard Contractual Clauses issued pursuant to the EU Commission Implementing Decision (EU) 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, available at https://eur-lex.europa.eu/eli/dec_impl/2021/914/oj and completed as described in Section 9.
7. “Personal Data Breach” means the accidental or unlawful destruction, loss, alteration, or unauthorized disclosure of or access to User Personal Data.
8. “Personal Data” includes “personal data,” “personal information,” and “personally identifiable information,” each as defined by Applicable Law.
9. “Process” and “Processing” mean any operation or set of operations performed on Personal Data, or on sets of Personal Data, whether or not by automated means, such as collecting, recording, organizing, creating, structuring, storing, adapting or altering, retrieving, consulting, using, disclosing (by transmission, dissemination or otherwise making such data available), aligning or combining, restricting, erasing, or destroying such Personal Data.
10. “Standard Contractual Clauses” means the EU SCCs or the UK SCCs, as applicable.
11. “UK SCCs” means the International Data Transfer Addendum to the EU Commission Standard Contractual Clauses, available as of the Effective Date at https://ico.org.uk/for-organisations/guide-to-data-protection/guide-to-the-general-data-protection-regulation-gdpr/international-data-transfer-agreement-and-guidance/ and completed as described in Section 9.

2. RELATIONSHIP OF THE PARTIES

1. User is the Controller as defined under Applicable Laws, and User determines the means and purposes for which User Personal Data is Processed by Apps Do Wonders. To the extent Apps Do Wonders Processes User Personal Data subject to Applicable Laws, Apps Do Wonders is a Processor and Service Provider as defined under Applicable Laws, and Apps Do Wonders will Process the User Personal Data according to the instructions set forth in this DPA, the Agreement, and as required under Applicable Laws. User and Apps Do Wonders are independent Controllers, as defined under Applicable Laws, with respect to User Contact Data. Either Party may Process User Contact Data as necessary for the purpose of (i) carrying out its obligations under the Agreement, (ii) applicable legal or regulatory requirements, (iii) requests and communications with the other Party, (iv) administrative, business, and marketing purposes, and (v) to protect its respective rights in accordance with applicable law and, in the case of Apps Do Wonders, maintaining the security and integrity of the Services.
2. Apps Do Wonders hereby certifies that it understands the restrictions and obligations set forth in this DPA in relation to its role as a Processor and Service Provider, and that it will comply with them.

3. USER’S INSTRUCTIONS TO APPS DO WONDERS

1. Purpose Limitation. Apps Do Wonders will not
   1. sell or share (as defined by CCPA) User Personal Data,
   2. Process User Personal Data for any purpose other than for the specific purposes set forth in the Agreement,
   3. retain, use, or disclose any such data outside of the direct business relationship between the Parties,
   4. combine any User Personal Data with personal information that it receives from, or on behalf of, another person or persons, or collects from its own interaction with a consumer, except as otherwise permitted by Applicable Law, or
   5. otherwise engage in any Processing of User Personal Data beyond that in which a Processor may engage under the Applicable Law or in which a Service Provider may engage under the Applicable Law, unless obligated to do otherwise by Applicable Law. In such a case, Apps Do Wonders will inform User of the applicable legal obligation before engaging in the Processing, unless legally prohibited from doing so. Further details regarding Apps Do Wonders’ Processing operations are set forth in Schedule 1. To the extent User discloses or makes available deidentified data (as such term is defined under Applicable Law) within the User Data to Apps Do Wonders, Apps Do Wonders shall not attempt to re-identify such data.
2. Lawful Instructions. User will not instruct Apps Do Wonders to Process User Personal Data in violation of Applicable Law. Apps Do Wonders will without undue delay inform User if, in Apps Do Wonders’ opinion, an instruction from User infringes Applicable Law. The Agreement, including this DPA, constitutes User’s complete and final instructions to Apps Do Wonders regarding the Processing of User Personal Data, including for purposes of the Standard Contractual Clauses. User shall also have the right to take reasonable and appropriate steps to stop or remediate any unauthorized Processing of User Personal Data by Apps Do Wonders.

4. LIMITATIONS ON DISCLOSURE

Apps Do Wonders will not disclose User Personal Data to any third party without first obtaining User’s written consent, except as provided in Section 5, Section 7 or Section 9, except as required by law. Apps Do Wonders will require all employees, contractors, and agents who Process User Personal Data on Apps Do Wonders’ behalf to protect the confidentiality of the User Personal Data and to comply with the other relevant requirements of this DPA.

6. ASSISTANCE AND COOPERATION

1. Security. Apps Do Wonders will provide reasonable assistance to User regarding User’s compliance with its security obligations under Applicable Law relevant to Apps Do Wonders’ role in Processing User Personal Data, taking into account the nature of Processing and the information available to Apps Do Wonders, by implementing the technical and organizational measures set forth in Schedule 2, without prejudice to Apps Do Wonders’ right to make future replacements or updates to the measures that do not materially lower the level of protection of User Personal Data. Apps Do Wonders will ensure that the persons Apps Do Wonders authorized to Process the User Personal Data are subject to written confidentiality agreements or are under an appropriate statutory obligation of confidentiality no less protective than the confidentiality obligations set forth in the Agreement.
2. Personal Data Breach Notification and Response. Apps Do Wonders will comply with the Personal Data Breach-related obligations directly applicable to it under Applicable Law. Taking into account the nature of Processing and the information available to Apps Do Wonders, Apps Do Wonders will inform User of a substantiated Personal Data Breach without undue delay or within the time period required under Applicable Law, and in any event no later than seventy-two (72) hours following such substantiation. Apps Do Wonders will notify User at the email address provided in the signature block of this DPA for purposes of Personal Data Breach notifications. Any such notification is not an acknowledgement of fault or responsibility. This notification will include Apps Do Wonders’ then-current assessment of the following information, to the extent available, which may be based on incomplete information:
   1. the nature of the Personal Data Breach, including, where possible, the categories and approximate number of data subjects concerned and the categories and approximate number of User Personal Data records concerned;
   2. the likely consequences of the Personal Data Breach; and
   3. measures taken or proposed to be taken by Apps Do Wonders to address the Personal Data Breach, including, where applicable, measures to mitigate its possible adverse effects.
3. Apps Do Wonders will provide timely and periodic updates to User as additional information regarding the Personal Data Breach becomes available. User is solely responsible for complying with legal requirements for incident notification applicable to User and fulfilling any third-party notification obligations related to any Personal Data Breach. Nothing in this DPA or in the Standard Contractual Clauses will be construed to require Apps Do Wonders to violate, or delay compliance with, any legal obligation it may have with respect to a Personal Data Breach or other security incidents generally.

7. DATA SUBJECT REQUESTS

To the extent legally permitted, Apps Do Wonders will without undue delay notify User if Apps Do Wonders receives any request from an individual seeking to exercise any right afforded to them under Applicable Law regarding their Personal Data (a “Data Subject Request”). To the extent User, in its use of the Services, does not have the ability to address a Data Subject Request, Apps Do Wonders will, upon User’s request, take commercially reasonable efforts to assist User in responding to such Data Subject Request, to the extent Apps Do Wonders is legally permitted to do so and the response to such Data Subject Request is required under Applicable Law.

8. DPIAS AND CONSULTATION WITH AUTHORITIES

Upon User’s written request, Apps Do Wonders will provide User with reasonable cooperation and assistance as needed and appropriate to fulfill User’s obligations under Applicable Law to carry out a data protection impact assessment related to User’s use of the Services. Apps Do Wonders will provide reasonable assistance to User in the cooperation or prior consultation with the Supervisory Authority (as defined under the GDPR) in the performance of its tasks relating to the data protection impact assessment, and to the extent required under the Applicable Law.

9. INTERNATIONAL DATA TRANSFERS

1. User authorizes Apps Do Wonders and its sub-processors to make international transfers of the User Personal Data in accordance with this DPA so long as Applicable Law for such transfers is respected.
2. With respect to User Personal Data transferred from the EEA, the EU SCCs will apply and form part of this DPA, unless the European Commission issues updates to the EU SCCs, in which case the updated EU SCCs will control. Undefined capitalized terms used in this provision will have the meanings given to them (or their functional equivalents) in the definitions in the EU SCCs. For purposes of the EU SCCs, they will be deemed completed as follows:
   1. Where User acts as a Controller and Apps Do Wonders acts as User’s Processor with respect to User Personal Data subject to the EU SCCs, Module 2 applies.
   2. Where User acts as a Processor and Apps Do Wonders acts as User’s sub-processor with respect to User Personal Data subject to the EU SCCs, Module 3 applies.
   3. Section 7 (the optional docking Section) is not included.
   4. Under Section 9 (Use of sub-processors), the Parties select Option 2 (General written authorization). The initial list of sub-processors is set forth at Section 5. Apps Do Wonders will provide notice of updates to that list at least ten (10) business days in advance of any intended additions or replacements of sub-processors, in accordance with Section 5 of this DPA.
   5. Under Section 11 (Redress), the optional requirement that data subjects be permitted to lodge a complaint with an independent dispute resolution body is inapplicable.
   6. Under Section 17 (Governing law), the Parties select Option 1 (the law of an EU Member State that allows for third-party beneficiary rights). The Parties select the law of Ireland.
   7. Under Section 18 (Choice of forum and jurisdiction), the Parties select the courts of Ireland.
   8. Annexes I and II of the EU SCCs are set forth in Schedule 1 below.
   9. Annex III of the EU SCCs (List of sub-processors) is inapplicable.
   10. By entering into this DPA, the Parties are deemed to be signing the EU SCCs.
3. With respect to User Personal Data transferred from the United Kingdom for which the law of the United Kingdom (and not the law in any European Economic Area jurisdiction) governs the international nature of the transfer, the UK SCCs form part of this DPA and take precedence over the rest of this DPA as set forth in the UK SCCs, unless the United Kingdom issues updates to the UK SCCs, in which case the updated UK SCCs will control. Undefined capitalized terms used in this provision will have the meanings given to them (or their functional equivalents) in the definitions in the UK SCCs. For purposes of the UK SCCs, they will be deemed completed as follows:
   1. Table 1 of the UK SCCs:
      • The Parties’ details are the Parties and their affiliates to the extent any of them is involved in such transfer, including those set forth in Schedule 1.
      • The Key Contacts are the contacts set forth in Schedule 1.
   2. Table 2 of the UK SCCs: The Approved EU SCCs referenced are the EU SCCs as executed by the Parties pursuant to this Addendum.
   3. Table 3 of the UK SCCs: Annex 1A, 1B, and II are set forth in Schedule 1.
   4. Table 4 of the UK SCCs: Either Party may terminate this Addendum as set forth in Section 19 of the UK SCCs.
4. By entering into this DPA, the Parties are deemed to be signing the UK SCCs and their applicable Tables and Appendix Information.
5. With respect to User Personal Data transferred from Switzerland for which Swiss law (and not the law in any European Economic Area jurisdiction) governs the international nature of the transfer, the EU SCCs will apply and will be deemed to have the following differences to the extent required by the Swiss Federal Act on Data Protection (“FADP”):
6. References to the GDPR in the EU SCCs are to be understood as references to the FADP insofar as the data transfers are subject exclusively to the FADP and not to the GDPR.
7. The term “member state” in the EU SCCs will not be interpreted in such a way as to exclude data subjects in Switzerland from the possibility of suing for their rights in their place of habitual residence (Switzerland) in accordance with Section 18(c) of the EU SCCs.
8. References to Personal Data in the EU SCCs also refer to data about identifiable legal entities until the entry into force of revisions to the FADP that eliminate this broader scope.
9. Under Annex I(C) of the EU SCCs (Competent supervisory authority): where the transfer is subject exclusively to the FADP and not the GDPR, the supervisory authority is the Swiss Federal Data Protection and Information Commissioner, and where the transfer is subject to both the FADP and the GDPR, the supervisory authority is the Swiss Federal Data Protection and Information Commissioner insofar as the transfer is governed by the FADP, and the supervisory authority is as set forth in the EU SCCs insofar as the transfer is governed by the GDPR.

10. AUDITS

1. Client (or its designated representatives) may, on an annual basis or more frequently as reasonably requested by Client, at Client’s expense, conduct an audit to verify that Apps Do Wonders is operating in accordance with this DPA. Such audit(s) may include a review of all aspects of Apps Do Wonders` performance, including, but not limited to, Apps Do Wonders` general controls and security practices and procedures. Apps Do Wonders will cooperate with Client in conducting any such audit, and will allow Client reasonable access, during normal business hours and upon reasonable notice, to all pertinent records, documentation, computer systems, data, personnel and areas used to Process the Client Data areas as Client reasonably requests to complete such audit. Client will take reasonable steps to prevent the audit from materially impacting Apps Do Wonders` operations.
2. Apps Do Wonders shall correct any deviations from Security Best Practices that are identified in any security audit as soon as practicable, but in no event more than five days after receiving notice from Client outlining any deviations (provided, however, that if five days is not a practicable cure period, then Apps Do Wonders may instead present a remediation plan to Client within such five day period that sets forth an achievable and reasonable timeframe, and Apps Do Wonders must thereafter diligently proceed to correct any deviations in accordance with such plan).

11. LEGAL PROCESS

If Apps Do Wonders is legally compelled by a court or other government authority to disclose User Personal Data, then to the extent permitted by law, Apps Do Wonders will promptly provide User with sufficient notice of all available details of the legal requirement and reasonably cooperate with User’s efforts to challenge the disclosure, seek an appropriate protective order, or pursue such other legal action, as Apps Do Wonders deems appropriate.

12. DESTRUCTION OF PERSONAL DATA

Upon termination of the Agreement and written request from User, Apps Do Wonders will delete or anonymize User Personal Data, unless prohibited by Applicable Law. Notwithstanding the foregoing, nothing will oblige Apps Do Wonders to delete or anonymize User Personal Data from files created for security, backup and business continuity purposes sooner than required by Apps Do Wonders’ data retention processes. Any User Personal Data that may be retained beyond the duration of the Agreement will still be protected in accordance with this DPA and Apps Do Wonders shall not process such User Personal Data except as strictly permitted under Applicable Law.

13. APPLICABILITY AND ORDER OF PRECEDENCE

This DPA replaces any existing data processing addendum the Parties may have previously entered into in connection with the Agreement. In the event of a conflict between the terms of the Agreement and this DPA, the terms of the DPA will apply. In the event of a conflict between this DPA and the applicable Standard Contractual Clauses, the Standard Contractual Clauses will apply.

SCHEDULE 1

Annexes I and II of the SCCs

1. List of Parties
   1. • Module Two: Transfer Controller to Processor
      • Module Three: Transfer Processor to Processor
   2. Data exporter(s):
      • Name: The exporter is the User specified in the Agreement.
      • Address: specified in the Agreement.
      • Contact person’s name, position and contact details: specified in the Agreement.
      • Activities relevant to the data transferred under these Sections: Obtaining the Services from data importer.
      • Role (Controller/Processor): Controller
   3. Data importer(s):
      • Name: Apps Do Wonders;
      • Address: specified in the Agreement.
      • Contact person’s name, position and contact details: specified in the Agreement.
      • Activities relevant to the data transferred under these Sections: Providing the Services to data exporter.
      • Role (Controller/Processor): Processor
2. Description of Transfer
   1. Module Two: Transfer Controller to Processor
   2. Module Three: Transfer Processor to Processor
3. Categories of data subjects whose personal data is transferred
   1. Data subjects whose Personal Data is uploaded by data exporter to, or otherwise received directly or indirectly from data exporter by or through, the Services, or provided by data exporter to Apps Do Wonders to input into the Services.
4. Categories of personal data transferred
   1. The data exporter may transfer Personal Data to Apps Do Wonders, the extent of which is determined and controlled by the data exporter in its sole discretion. Such Personal Data may include any category of Personal Data the data exporter may enter into the Services.
   2. Sensitive data transferred 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.
   3. In particular,
      • Personal contact details
      • Information relating to User inputs and User conversation
      • Where applicable sensitive personal information
      • Business contact details
      • Online Identifier
      • Location Data
      • Identifier Information
5. The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis)
   1. Continuously, for the length of the Agreement between the Parties.
6. Nature of the processing
   1. User Personal Data transferred will be processed to (i) provide the Services to the data exporter and fulfill the data importer’s obligations under the Agreement; and (ii) comply with applicable law.
7. Purpose(s) of the data transfer and further processing
8. The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period
   1. User Personal Data will be retained for the length of time necessary to provide Services under the Agreement and in accordance with Apps Do Wonders’ data retention processes and as otherwise required by applicable law.
9. For transfers to (sub-)processors, also specify subject matter, nature and duration of the processing
   1. Apps Do Wonders’ sub-processors will process User Personal Data to assist Apps Do Wonders in providing the Services pursuant to the Agreement, for as long as needed for Apps Do Wonders to provide the Services.
10. Competent Supervisory Authority
    1. Module Two: Transfer Controller to Processor
    2. Module Three: Transfer Processor to Processor
11. Identify the competent supervisory authority/ies in accordance with Section 13.
12. The Parties will follow the rules for identifying such authority under Section 13 and, to the extent legally permissible, select the Irish Office of the Information Commissioner (OIC).