Data Processing Agreement

Last modified November 3rd, 2023

DATA PROCESSING AGREEMENT

This Data Processing Agreement (“DPA”) is incorporated into the CYGNVS Terms of Service, the CYGNS Service Agreement, Corporate Agreement or any Business Terms Form to which CYGNVS is party (the “Terms”). In the event of any conflict between this DPA and the Terms, this DPA prevails and addresses how CYGNVS processes personal data. For the purpose of this DPA, End User is the Data Controller and CYGNVS is the Data Processor. Any capitalized terms not defined in this DPA have the respective meanings given to them in the Terms.

1.DEFINITIONS

"Adequate Country" means a country or territory that is recognized under Data Protection Laws from time to time as providing adequate protection for Personal Data.

“Customer” means a Partner, End User, or Authorized User as applicable.

“Customer Personal Data” means the Personal Data of Data Subjects as set forth in Annex 1 to the Standard Contractual Clauses.

“Data Controller” has the meaning given to such term or equivalent term under Data Protection Laws.

“Data Processor” has the meaning given to such term or equivalent term under Data Protection Laws.

“Data Protection Laws” means, as applicable: (1) the GDPR, and/or any corresponding or equivalent data protection and privacy national laws, rules and regulations applicable to the European Countries; (2) the Swiss Federal Act on Data Protection, as revised, and its corresponding ordinances; (3) the GDPR as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018, and the Data Protection Act 2018 (the "UK GDPR") and any applicable national legislation that replaces or converts the GDPR in domestic law or that relates to data and privacy and is enacted as a consequence of the United Kingdom leaving the European Union; (4) any judicial or administrative interpretation of any of the above, and any guidance, guidelines, codes of practice, approved codes of conduct or approved certification mechanisms issued, in each case, by any relevant Supervisory Authority; and (5) any other laws, rules, and regulations applicable to the European Countries relating to the Processing, privacy, and use of personal data.

“Data Subject” has the meaning given to such term or equivalent term under Data Protection Laws.

"European Countries" means the European Economic Area, the United Kingdom and Switzerland.

“GDPR” means the General Data Protection 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.

“Personal Data” has the meaning given to such term or equivalent term under Data Protection Laws.

“Processing” has the meaning given to such term or equivalent term under Data Protection Laws.

“Sub-processor” means any Data Processor engaged by CYGNVS as a Processor.

"Supervisory Authority” means any local, national or multinational agency, department, official, parliament, public or statutory person or any government or professional body, regulatory or supervisory authority, board or other body responsible for administering Data Protection Laws.

2. COMPLIANCE; CONTACT

CYGNVS shall comply with all Data Protection Laws which apply to it in connection with the Terms. Customer shall comply with all Data Protection Laws which apply to it in connection with the Terms. Each of CYGNVS and Customer shall notify each other of an individual within its organization authorized to respond from time to time to inquiries regarding the Customer Personal Data and each of CYGNVS and Customer shall deal with such inquiries promptly.

3.PROCESSING OF PERSONAL DATA

3.1 The parties agree that with regard to the Processing of Customer Personal Data, Customer is the Data Controller and CYGNVS is the Data Processor.

3.2 CYGNVS shall Process Customer Personal Data on behalf of Customer in order to provide the Service and in accordance with the Terms and Annex I to the Standard Contractual Clauses and on the instruction of Customer. Customer shall ensure that its instructions for the Processing of Customer Personal Data shall comply with the Data Protection Laws. Customer shall ensure that Customer has obtained (or will obtain prior to any Processing by CYGNVS) and will maintain all lawful rights (including consents and notices) necessary for CYGNVS and its Sub-processors to Process Customer Personal Data in accordance with this DPA. If CYGNVS believes or becomes aware that any of Customer’s instructions conflicts with any Data Protection Laws, CYGNVS shall inform Customer immediately at the email address provided by Customer.

3.3 During the term of the Terms, CYGNVS shall treat, and cause its personnel to treat, Customer Personal Data as confidential information. Customer instructs CYGNVS to Process Customer Personal Data for the purposes set forth in Annex I to the Standard Contractual Clauses. CYGNVS may Process Customer Personal Data other than on the written instructions of Customer if it is required under applicable law to which CYGNVS is subject. In this situation, CYGNVS shall inform Customer at the email address provided by Customer of such requirement before CYGNVS processes the Customer Personal Data unless prohibited by applicable law.

3.4 Customer grants to CYGNVS general authorization, to engage Sub-Processors in respect of the Service (including without limitation data center operators and other outsourced providers), provided that (a) CYGNVS and the Sub-Processor enters into a contract on terms protecting Personal Data substantially as protective as this Section; and (b) CYGNVS shall keep Customer informed of any intended changes concerning the addition or replacement of Sub-Processors by way of a web page CYGNVS SubProcessors – CYGNVS (as updated from time to time), giving Customer an opportunity to object to such changes on reasonable grounds of non-compliance or material risk of non-compliance by Customer with Data Protection Laws. Customer is responsible for visiting such web page frequently to review updates. If Customer has a reasonable objection to any new or replacement Sub-Processor, it shall notify CYGNVS of such objections in writing within ten (10) days after the notification (or after the last update of the web page by CYGNVS, whichever is earlier) and the parties will seek to resolve the matter in good faith. CYGNVS shall remain fully liable to the Customer for the performance of the Sub-Processor's obligations.

4. RIGHTS OF DATA SUBJECTS

To the extent Customer, in its use or receipt of the Service, does not have the ability to correct, amend, restrict, block or delete Customer Personal Data, as required by Data Protection Laws, CYGNVS shall, subject to Customer paying all of CYGNVS’ fees at its prevailing rates, comply with reasonable requests by Customer to facilitate such actions to the extent CYGNVS is legally permitted and able to do so.

5.SECURITY BREACH MANAGEMENT AND NOTIFICATION

5.1 CYGNVS shall ensure that it has in place appropriate technical and organizational measures to protect against unauthorized or unlawful processing of Customer Personal Data and against accidental loss or destruction of, or damage to, Customer Personal Data, appropriate to the harm that might result from the unauthorized or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures.

5.2 If CYGNVS becomes aware of any accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to any Customer Personal Data processed on CYGNVS’ equipment or in CYGNVS’ facilities (“Security Breach”), CYGNVS will promptly: (i) notify Customer of the Security Breach in accordance with Section 5.3 below; (ii) investigate the Security Breach and provide Customer with all relevant information about the Security Breach; and (iii) take all steps to mitigate the effects and to minimize any damage resulting from the Security Breach.

5.3 Notification(s) of Security Breaches will be delivered to Customer’s email address provided by Customer.

5.4 CYGNVS will, at the Customer’s request and subject to the Customer paying all of CYGNVS’ fees at prevailing rates, and all expenses, provide the Customer with reasonable assistance as necessary for the fulfillment of the Customer’s obligation to keep Customer Personal Data secure.

6. DATA IMPACT ASSESSMENTS

CYGNVS shall provide such assistance as Customer reasonably requests (taking into account the nature of Processing and the information available to CYGNVS) to Customer, subject to Customer paying all of CYGNVS’ fees at prevailing rates and all expenses, to ensure compliance with Customer's obligations under Data Protection Laws with respect to data impact assessments (as defined by Data Protection Laws).

7. RESPONSES TO COMPLAINTS

CYGNVS shall provide such assistance as Customer reasonably requests (taking into account the nature of Processing and the information available to CYGNVS), to Customer, subject to Customer paying all of CYGNVS’ fees at prevailing rates and all expenses, to ensure compliance with Customer's obligations under Data Protection Laws with respect to notifications to be taken in response to any Complaint. "Complaint" means a complaint or request relating to either party’s obligations under Data Protection Laws relevant to the Terms, including any compensation claim from a Data Subject or any notice, investigation or other action from a Supervisory Authority.

8. RETURN AND DELETION OF CUSTOMER PERSONAL DATA

As soon as reasonably practicable, following the earlier of (A) the end of the provision of the relevant Service or (B) once Processing by CYGNVS is no longer required for the purpose of CYGNVS’ performance of its relevant obligations under the Terms, CYGNVS shall, at Customer's written request, subject to Customer paying all of CYGNVS’ fees at prevailing rates and all expenses, either delete or return to Customer (or implement measures to deidentify the data in a way that no Data Subject is identifiable) all the Customer Personal Data processed pursuant to the Terms in such form as Customer reasonably requests (unless storage of any data is required by laws, rules and regulations, and, if so, CYGNVS shall inform Customer of any such requirement), or CYGNVS shall implement measures to.

Note your data and activity on the Services may not be deleted in certain cases since they are part of the record of your organization’s use of the Services which may be governed by laws and regulations driving your organization’s data retention requirements. Please contact your organization for more details on their data retention policies and the deletion of your user data and activity.

9. INTERNATIONAL TRANSFERS

In connection with the performance of the Terms, Customer authorizes CYGNVS to transfer Customer Personal Data from the European Countries to the United States in accordance with the Standard Contractual Clauses or other approved safeguard for data transfers. CYGNVS commits to comply with its obligations for the Customer Personal Data transferred under the Standard Contractual Clauses or other safeguard mechanism throughout the term of this DPA.

“Standard Contractual Clauses” means (i) where GDPR or the Swiss Federal Act on Data Protection applies, the standard contractual clauses attached hereto as Exhibit A, module 2 for controller to processor (“EU SCCs”); and (ii) where the UK GDPR applies, the EU SCCS along with the International Data Transfer Addendum to the EU SCCs (“UK SCCs”). For the purposes of the Standard Contractual Clauses if applicable: (i) Customer will act as the “data exporter,” (ii) CYGNVS will act as the “data importer,” and (iii) any Sub-processors, will act as “sub-processors” pursuant to the Standard Contractual Clauses.

With respect to Customer Personal Data that is protected by GDPR or the Swiss Federal Act on Data Protection, the EU SCCs attached hereto as Exhibit A and incorporated herein will apply; provided, that with respect to the Swiss Federal Act on Data Protection, the competent Supervisory Authority will be the Swiss Federal Data Protection and Information Commission, the governing law will be Switzerland, and references to member states will refer to Switzerland, and data subjects in Switzerland will be entitled to exercise and enforce their rights under the EU SCCs in Switzerland and references to GDPR refer to the Swiss Federal Act on Data Protection.

With respect to Customer Personal Data that is protected by the UK GDPR, the UK SCCs are incorporated herein and will apply, with the competent Supervisory Authority, governing law and rights as set forth in the International Data Transfer Addendum.

10. INFORMATION

CYGNVS shall, subject to Customer paying all of CYGNVS’ fees at prevailing rates and all expenses, make available to Customer all information necessary to demonstrate compliance with the obligations set forth in this DPA and allow for and contribute to reasonably requested audits, including inspections, conducted by Customer or an auditor mandated by Customer.

11. LIMITATION OF LIABILITY

Each party’s liability towards the other party under, in connection with or arising from this DPA will be limited in accordance with the provisions of the Terms. Notwithstanding the foregoing, to the maximum extent permitted by applicable law, except for fraud and gross negligence, neither party is liable to the other party for any special, incidental, indirect, punitive or consequential damages, including lost profits, related to, in connection with or arising from this DPA or its violation of any Data Protection Laws, whether under theory of contract, tort (including negligence), strict liability or otherwise, whether or not the party was or should have been aware of, or was advised of, the possibility of such damages.

12. PARTIES TO THIS DPA

Nothing in this DPA shall confer any benefits or rights on any person or entity other than the parties to this DPA.

Exhibit A to DPA

STANDARD CONTRACTUAL CLAUSES

SECTION I

Clause 1

Purpose and scope

(a) The purpose of these standard contractual clauses is to ensure compliance with the requirements of 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 (General Data Protection Regulation) (1) for the transfer of personal data to a third country.

(b) The Parties:

(i) the natural or legal person(s), public authority/ies, agency/ies or other body/ies (hereinafter ‘entity/ies’) transferring the personal data, as listed in Annex I.A (hereinafter each ‘data exporter’), and

(ii) the entity/ies in a third country receiving the personal data from the data exporter, directly or indirectly via another entity also Party to these Clauses, as listed in Annex I.A (hereinafter each ‘data importer’)

have agreed to these standard contractual clauses (hereinafter: ‘Clauses’).

(d) The Appendix to these Clauses containing the Annexes referred to therein forms an integral part of these Clauses.

Clause 2

Effect and invariability of the Clauses

(a) These Clauses set out appropriate safeguards, including enforceable data subject rights and effective legal remedies, pursuant to Article 46(1) and Article 46(2)(c) of Regulation (EU) 2016/679 and, with respect to data transfers from controllers to processors and/or processors to processors, standard contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679, provided they are not modified, except to select the appropriate Module(s) or to add or update information in the Appendix. This does not prevent the Parties from including the standard contractual clauses laid down in these Clauses in a wider contract and/or to add other clauses or additional safeguards, provided that they do not contradict, directly or indirectly, these Clauses or prejudice the fundamental rights or freedoms of data subjects.

(b) These Clauses are without prejudice to obligations to which the data exporter is subject by virtue of Regulation (EU) 2016/679.

Clause 3

Third-party beneficiaries

(a) Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, with the following exceptions:

(i) Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;

(ii) Clause 8 –Module Two: Clause 8.1(b), 8.9(a), (c), (d) and (e);

(iii) Clause 9 – Module Two: Clause 9(a), (c), (d) and (e);

(iv) Clause 12 –Module Two: Clause 12(a), (d) and (f);

(v) Clause 13;

(vi) Clause 15.1(c), (d) and (e);

(vii) Clause 16(e);

(viii) Clause 18 –ModuleTwo Clause 18(a) and (b).

(b) Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.

Clause 4

Interpretation

(a) Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that Regulation.

(b) These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679.

(c) These Clauses shall not be interpreted in a way that conflicts with rights and obligations provided for in Regulation (EU) 2016/679.

Clause 5

Hierarchy

In the event of a contradiction between these Clauses and the provisions of related agreements between the Parties, existing at the time these Clauses are agreed or entered into thereafter, these Clauses shall prevail.

Clause 6

Description of the transfer(s)

The details of the transfer(s), and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred, are specified in Annex I.B.

Clause 7

Docking clause

(a) An entity that is not a Party to these Clauses may, with the agreement of the Parties, accede to these Clauses at any time, either as a data exporter or as a data importer, by completing the Appendix and signing Annex I.A.

(b) Once it has completed the Appendix and signed Annex I.A, the acceding entity shall become a Party to these Clauses and have the rights and obligations of a data exporter or data importer in accordance with its designation in Annex I.A.

(c) The acceding entity shall have no rights or obligations arising under these Clauses from the period prior to becoming a Party.

SECTION II – OBLIGATIONS OF THE PARTIES

Clause 8

Data protection safeguards

The data exporter warrants that it has used reasonable efforts to determine that the data importer is able, through the implementation of appropriate technical and organisational measures, to satisfy its obligations under these Clauses.

MODULE TWO: Transfer controller to processor

8.1 Instructions

(a) The data importer shall process the personal data only on documented instructions from the data exporter. The data exporter may give such instructions throughout the duration of the contract.

(b) The data importer shall immediately inform the data exporter if it is unable to follow those instructions.

8.2 Purpose limitation

The data importer shall process the personal data only for the specific purpose(s) of the transfer, as set out in Annex I. B, unless on further instructions from the data exporter.

8.3 Transparency

On request, the data exporter shall make a copy of these Clauses, including the Appendix as completed by the Parties, available to the data subject free of charge. To the extent necessary to protect business secrets or other confidential information, including the measures described in Annex II and personal data, the data exporter may redact part of the text of the Appendix to these Clauses prior to sharing a copy, but shall provide a meaningful summary where the data subject would otherwise not be able to understand the its content or exercise his/her rights. On request, the Parties shall provide the data subject with the reasons for the redactions, to the extent possible without revealing the redacted information. This Clause is without prejudice to the obligations of the data exporter under Articles 13 and 14 of Regulation (EU) 2016/679.

8.4 Accuracy

If the data importer becomes aware that the personal data it has received is inaccurate, or has become outdated, it shall inform the data exporter without undue delay. In this case, the data importer shall cooperate with the data exporter to erase or rectify the data.

8.5 Duration of processing and erasure or return of data

Processing by the data importer shall only take place for the duration specified in Annex I.B. After the end of the provision of the processing services, the data importer shall, at the choice of the data exporter, delete all personal data processed on behalf of the data exporter and certify to the data exporter that it has done so, or return to the data exporter all personal data processed on its behalf and delete existing copies. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit return or deletion of the personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process it to the extent and for as long as required under that local law. This is without prejudice to Clause 14, in particular the requirement for the data importer under Clause 14(e) to notify the data exporter throughout the duration of the contract if it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under Clause 14(a).

8.6 Security of processing

(a) The data importer and, during transmission, also the data exporter shall implement appropriate technical and organisational measures to ensure the security of the data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access to that data (hereinafter ‘personal data breach’). In assessing the appropriate level of security, the Parties shall take due account of the state of the art, the costs of implementation, the nature, scope, context and purpose(s) of processing and the risks involved in the processing for the data subjects. The Parties shall in particular consider having recourse to encryption or pseudonymisation, including during transmission, where the purpose of processing can be fulfilled in that manner. In case of pseudonymisation, the additional information for attributing the personal data to a specific data subject shall, where possible, remain under the exclusive control of the data exporter. In complying with its obligations under this paragraph, the data importer shall at least implement the technical and organisational measures specified in Annex II. The data importer shall carry out regular checks to ensure that these measures continue to provide an appropriate level of security.

(b) The data importer shall grant access to the personal data to members of its personnel only to the extent strictly necessary for the implementation, management and monitoring of the contract. It shall ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

(c) In the event of a personal data breach concerning personal data processed by the data importer under these Clauses, the data importer shall take appropriate measures to address the breach, including measures to mitigate its adverse effects. The data importer shall also notify the data exporter without undue delay after having become aware of the breach. Such notification shall contain the details of a contact point where more information can be obtained, a description of the nature of the breach (including, where possible, categories and approximate number of data subjects and personal data records concerned), its likely consequences and the measures taken or proposed to address the breach including, where appropriate, measures to mitigate its possible adverse effects. Where, and in so far as, it is not possible to provide all information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay.

(d) The data importer shall cooperate with and assist the data exporter to enable the data exporter to comply with its obligations under Regulation (EU) 2016/679, in particular to notify the competent supervisory authority and the affected data subjects, taking into account the nature of processing and the information available to the data importer.

8.7 Sensitive data

Where the transfer involves personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person’s sex life or sexual orientation, or data relating to criminal convictions and offences (hereinafter ‘sensitive data’), the data importer shall apply the specific restrictions and/or additional safeguards described in Annex I.B.

8.8 Onward transfers

The data importer shall only disclose the personal data to a third party on documented instructions from the data exporter. In addition, the data may only be disclosed to a third party located outside the European Union (4) (in the same country as the data importer or in another third country, hereinafter ‘onward transfer’) if the third party is or agrees to be bound by these Clauses, under the appropriate Module, or if:

(i) the onward transfer is to a country benefitting from an adequacy decision pursuant to Article 45 of Regulation (EU) 2016/679 that covers the onward transfer;

(ii) the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 Regulation of (EU) 2016/679 with respect to the processing in question;

(iii) the onward transfer is necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings; or

(iv) the onward transfer is necessary in order to protect the vital interests of the data subject or of another natural person.

Any onward transfer is subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose limitation.

8.9 Documentation and compliance

(a) The data importer shall promptly and adequately deal with enquiries from the data exporter that relate to the processing under these Clauses.

(b) The Parties shall be able to demonstrate compliance with these Clauses. In particular, the data importer shall keep appropriate documentation on the processing activities carried out on behalf of the data exporter.

(c) The data importer shall make available to the data exporter all information necessary to demonstrate compliance with the obligations set out in these Clauses and at the data exporter’s request, allow for and contribute to audits of the processing activities covered by these Clauses, at reasonable intervals or if there are indications of non- compliance. In deciding on a review or audit, the data exporter may take into account relevant certifications held by the data importer.

(d) The data exporter may choose to conduct the audit by itself or mandate an independent auditor. Audits may include inspections at the premises or physical facilities of the data importer and shall, where appropriate, be carried out with reasonable notice.

(e) The Parties shall make the information referred to in paragraphs (b) and (c), including the results of any audits, available to the competent supervisory authority on request.

Clause 9

Use of sub-processors

MODULE TWO: Transfer controller to processor

(a) GENERAL WRITTEN AUTHORISATION The data importer has the data exporter’s general authorisation for the engagement of sub-processor(s) from an agreed list. The data importer shall specifically inform the data exporter in writing of any intended changes to that list through the addition or replacement of sub-processors at least 5 days in advance, thereby giving the data exporter sufficient time to be able to object to such changes prior to the engagement of the sub-processor(s). The data importer shall provide the data exporter with the information necessary to enable the data exporter to exercise its right to object.

(b) Where the data importer engages a sub-processor to carry out specific processing activities (on behalf of the data exporter), it shall do so by way of a written contract that provides for, in substance, the same data protection obligations as those binding the data importer under these Clauses, including in terms of third-party beneficiary rights for data subjects. (8) The Parties agree that, by complying with this Clause, the data importer fulfils its obligations under Clause 8.8. The data importer shall ensure that the sub-processor complies with the obligations to which the data importer is subject pursuant to these Clauses.

(c) The data importer shall provide, at the data exporter’s request, a copy of such a sub-processor agreement and any subsequent amendments to the data exporter. To the extent necessary to protect business secrets or other confidential information, including personal data, the data importer may redact the text of the agreement prior to sharing a copy.

(d) The data importer shall remain fully responsible to the data exporter for the performance of the sub-processor’s obligations under its contract with the data importer. The data importer shall notify the data exporter of any failure by the sub-processor to fulfil its obligations under that contract.

(e) The data importer shall agree a third-party beneficiary clause with the sub-processor whereby – in the event the data importer has factually disappeared, ceased to exist in law or has become insolvent – the data exporter shall have the right to terminate the sub-processor contract and to instruct the sub-processor to erase or return the personal data.

Clause 10

Data subject rights

MODULE TWO: Transfer controller to processor

(a) The data importer shall promptly notify the data exporter of any request it has received from a data subject. It shall not respond to that request itself unless it has been authorised to do so by the data exporter.

(b) The data importer shall assist the data exporter in fulfilling its obligations to respond to data subjects’ requests for the exercise of their rights under Regulation (EU) 2016/679. In this regard, the Parties shall set out in Annex II the appropriate technical and organisational measures, taking into account the nature of the processing, by which the assistance shall be provided, as well as the scope and the extent of the assistance required.

(c) In fulfilling its obligations under paragraphs (a) and (b), the data importer shall comply with the instructions from the data exporter.

Clause 11

Redress

(a) The data importer shall inform data subjects in a transparent and easily accessible format, through individual notice or on its website, of a contact point authorised to handle complaints. It shall deal promptly with any complaints it receives from a data subject.

(b) In case of a dispute between a data subject and one of the Parties as regards compliance with these Clauses, that Party shall use its best efforts to resolve the issue amicably in a timely fashion. The Parties shall keep each other informed about such disputes and, where appropriate, cooperate in resolving them.

(c) Where the data subject invokes a third-party beneficiary right pursuant to Clause 3, the data importer shall accept the decision of the data subject to:

(i) lodge a complaint with the supervisory authority in the Member State of his/her habitual residence or place of work, or the competent supervisory authority pursuant to Clause 13;

(ii) refer the dispute to the competent courts within the meaning of Clause 18.

(d) The Parties accept that the data subject may be represented by a not-for-profit body, organisation or association under the conditions set out in Article 80(1) of Regulation (EU) 2016/679.

(e) The data importer shall abide by a decision that is binding under the applicable EU or Member State law.

(f) The data importer agrees that the choice made by the data subject will not prejudice his/her substantive and procedural rights to seek remedies in accordance with applicable laws.

Clause 12

Liability

(a) Each Party shall be liable to the other Party/ies for any damages it causes the other Party/ies by any breach of these Clauses.

(b) The data importer shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data importer or its sub-processor causes the data subject by breaching the third-party beneficiary rights under these Clauses.

(c) Notwithstanding paragraph (b), the data exporter shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data exporter or the data importer (or its sub- processor) causes the data subject by breaching the third-party beneficiary rights under these Clauses. This is without prejudice to the liability of the data exporter and, where the data exporter is a processor acting on behalf of a controller, to the liability of the controller under Regulation (EU) 2016/679 or Regulation (EU) 2018/1725, as applicable.

(d) The Parties agree that if the data exporter is held liable under paragraph (c) for damages caused by the data importer (or its sub-processor), it shall be entitled to claim back from the data importer that part of the compensation corresponding to the data importer’s responsibility for the damage.

(e) Where more than one Party is responsible for any damage caused to the data subject as a result of a breach of these Clauses, all responsible Parties shall be jointly and severally liable and the data subject is entitled to bring an action in court against any of these Parties.

(f) The Parties agree that if one Party is held liable under paragraph (e), it shall be entitled to claim back from the other Party/ies that part of the compensation corresponding to its/their responsibility for the damage.

(g) The data importer may not invoke the conduct of a sub-processor to avoid its own liability.

Clause 13

Supervision

(a) Where the data exporter is established in an EU Member State: The supervisory authority with responsibility for ensuring compliance by the data exporter with Regulation (EU) 2016/679 as regards the data transfer, as indicated in Annex I.C, shall act as competent supervisory authority.

Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) and has appointed a representative pursuant to Article 27(1) of Regulation (EU) 2016/679: The supervisory authority of the Member State in which the representative within the meaning of Article 27(1) of Regulation (EU) 2016/679 is established, as indicated in Annex I.C, shall act as competent supervisory authority.

Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) without however having to appoint a representative pursuant to Article 27(2) of Regulation (EU) 2016/679: The supervisory authority of one of the Member States in which the data subjects whose personal data is transferred under these Clauses in relation to the offering of goods or services to them, or whose behaviour is monitored, are located, as indicated in Annex I.C, shall act as competent supervisory authority.

(b) The data importer agrees to submit itself to the jurisdiction of and cooperate with the competent supervisory authority in any procedures aimed at ensuring compliance with these Clauses. In particular, the data importer agrees to respond to enquiries, submit to audits and comply with the measures adopted by the supervisory authority, including remedial and compensatory measures. It shall provide the supervisory authority with written confirmation that the necessary actions have been taken.

SECTION III – LOCAL LAWS AND OBLIGATIONS IN CASE OF ACCESS BY PUBLIC AUTHORITIES

Clause 14

(a) Local laws and practices affecting compliance with the Clauses The Parties warrant that they have no reason to believe that the laws and practices in the third country of destination applicable to the processing of the personal data by the data importer, including any requirements to disclose personal data or measures authorising access by public authorities, prevent the data importer from fulfilling its obligations under these Clauses. This is based on the understanding that laws and practices that respect the essence of the fundamental rights and freedoms and do not exceed what is necessary and proportionate in a democratic society to safeguard one of the objectives listed in Article 23(1) of Regulation (EU) 2016/679, are not in contradiction with these Clauses.

(b) The Parties declare that in providing the warranty in paragraph (a), they have taken due account in particular of the following elements:

(i) the specific circumstances of the transfer, including the length of the processing chain, the number of actors involved and the transmission channels used; intended onward transfers; the type of recipient; the purpose of processing; the categories and format of the transferred personal data; the economic sector in which the transfer occurs; the storage location of the data transferred;

(ii) the laws and practices of the third country of destination– including those requiring the disclosure of data to public authorities or authorising access by such authorities – relevant in light of the specific circumstances of the transfer, and the applicable limitations and safeguards (12);

(iii) any relevant contractual, technical or organisational safeguards put in place to supplement the safeguards under these Clauses, including measures applied during transmission and to the processing of the personal data in the country of destination.

(c) The data importer warrants that, in carrying out the assessment under paragraph (b), it has made its best efforts to provide the data exporter with relevant information and agrees that it will continue to cooperate with the data exporter in ensuring compliance with these Clauses.

(d) The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on request.

(e) The data importer agrees to notify the data exporter promptly if, after having agreed to these Clauses and for the duration of the contract, it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under paragraph (a), including following a change in the laws of the third country or a measure (such as a disclosure request) indicating an application of such laws in practice that is not in line with the requirements in paragraph (a).

(f) Following a notification pursuant to paragraph (e), or if the data exporter otherwise has reason to believe that the data importer can no longer fulfil its obligations under these Clauses, the data exporter shall promptly identify appropriate measures (e.g. technical or organisational measures to ensure security and confidentiality) to be adopted by the data exporter and/or data importer to address the situation. The data exporter shall suspend the data transfer if it considers that no appropriate safeguards for such transfer can be ensured, or if instructed by the competent supervisory authority to do so. In this case, the data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses. If the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise. Where the contract is terminated pursuant to this Clause, Clause 16(d) and (e) shall apply.

Clause 15

Obligations of the data importer in case of access by public authorities

15.1 Notification

(a) The data importer agrees to notify the data exporter and, where possible, the data subject promptly (if necessary with the help of the data exporter) if it:

(i) receives a legally binding request from a public authority, including judicial authorities, under the laws of the country of destination for the disclosure of personal data transferred pursuant to these Clauses; such notification shall include information about the personal data requested, the requesting authority, the legal basis for the request and the response provided; or

(ii) becomes aware of any direct access by public authorities to personal data transferred pursuant to these Clauses in accordance with the laws of the country of destination; such notification shall include all information available to the importer.

(b) If the data importer is prohibited from notifying the data exporter and/or the data subject under the laws of the country of destination, the data importer agrees to use its best efforts to obtain a waiver of the prohibition, with a view to communicating as much information as possible, as soon as possible. The data importer agrees to document its best efforts in order to be able to demonstrate them on request of the data exporter.

(c) Where permissible under the laws of the country of destination, the data importer agrees to provide the data exporter, at regular intervals for the duration of the contract, with as much relevant information as possible on the requests received (in particular, number of requests, type of data requested, requesting authority/ies, whether requests have been challenged and the outcome of such challenges, etc.).

(d) The data importer agrees to preserve the information pursuant to paragraphs (a) to (c) for the duration of the contract and make it available to the competent supervisory authority on request.

(e) Paragraphs (a) to (c) are without prejudice to the obligation of the data importer pursuant to Clause 14(e) and Clause 16 to inform the data exporter promptly where it is unable to comply with these Clauses.

15.2 Review of legality and data minimisation

(a) The data importer agrees to review the legality of the request for disclosure, in particular whether it remains within the powers granted to the requesting public authority, and to challenge the request if, after careful assessment, it concludes that there are reasonable grounds to consider that the request is unlawful under the laws of the country of destination, applicable obligations under international law and principles of international comity. The data importer shall, under the same conditions, pursue possibilities of appeal. When challenging a request, the data importer 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. These requirements are without prejudice to the obligations of the data importer under Clause 14(e).

(b) The data importer agrees to document its legal assessment and any challenge to the request for disclosure and, to the extent permissible under the laws of the country of destination, make the documentation available to the data exporter. It shall also make it available to the competent supervisory authority on request.

(c) The data importer agrees to provide the minimum amount of information permissible when responding to a request for disclosure, based on a reasonable interpretation of the request.

SECTION IV – FINAL PROVISIONS

Clause 16

Non-compliance with the Clauses and termination

(a) The data importer shall promptly inform the data exporter if it is unable to comply with these Clauses, for whatever reason.

(b) In the event that the data importer is in breach of these Clauses or unable to comply with these Clauses, the data exporter shall suspend the transfer of personal data to the data importer until compliance is again ensured or the contract is terminated. This is without prejudice to Clause 14(f).

(c) The data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses, where:

(i) the data exporter has suspended the transfer of personal data to the data importer pursuant to paragraph (b) and compliance with these Clauses is not restored within a reasonable time and in any event within one month of suspension;

(ii) the data importer is in substantial or persistent breach of these Clauses; or

(iii) the data importer fails to comply with a binding decision of a competent court or supervisory authority regarding its obligations under these Clauses.

In these cases, it shall inform the competent supervisory authority of such non- compliance. Where the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise.

(d) Personal data that has been transferred prior to the termination of the contract pursuant to paragraph (c) shall at the choice of the data exporter immediately be returned to the data exporter or deleted in its entirety. The same shall apply to any copies of the data. The data importer shall certify the deletion of the data to the data exporter. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit the return or deletion of the transferred personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process the data to the extent and for as long as required under that local law.

(e) Either Party may revoke its agreement to be bound by these Clauses where (i) the European Commission adopts a decision pursuant to Article 45(3) of Regulation (EU) 2016/679 that covers the transfer of personal data to which these Clauses apply; or (ii) Regulation (EU) 2016/679 becomes part of the legal framework of the country to which the personal data is transferred. This is without prejudice to other obligations applying to the processing in question under Regulation (EU) 2016/679.

Clause 17

Governing law

These Clauses shall be governed by the law of the EU Member State in which the data exporter is established. Where such law does not allow for third-party beneficiary rights, they shall be governed by the law of another EU Member State that does allow for third-party beneficiary rights. The Parties agree that this shall be the law of Ireland.

Clause 18

Choice of forum and jurisdiction

(a) Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State.

(b) The Parties agree that those shall be the courts of Ireland.

(c) A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of the Member State in which he/she has his/her habitual residence.

(d) The Parties agree to submit themselves to the jurisdiction of such courts.

APPENDIX

ANNEX I

A. LIST OF PARTIES

Data exporter(s): End User

Activities relevant to the data transferred under these Clauses: The data importer provides the Services to the data exporter in accordance with the agreement

Role (controller/processor): controller

Data importer(s): Name: CYGNVS Inc. Address: 4940 El Camino Real, Suite 100, Los Altos, CA 94022

Activities relevant to the data transferred under these Clauses: The data importer provides the Services to the data exporter in accordance with the agreement

The parties agree that signing up for the services constitutes execution

Role (controller/processor): processor

B. DESCRIPTION OF TRANSFER

Categories of data subjects whose personal data is transferred

Visitors accessing the Services

Authorized users of the Services, including employees, contractors, consultants and staff of CYGNVS’ partners and their End Users

Categories of personal data transferred

Identifiers
Professional information
Internet and network information
Financial-related information, including credit card number and billing and shipping address for purposes of billing
Commercial information such as purchasing history with respect to the Service

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

not applicable

The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis).

ongoing

Nature of the processing

Storage, communications

Purpose(s) of the data transfer and further processing

To provide the Services to the Customer

The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period

The duration of the main agreement

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

Storage, communications, hosting

C COMPETENT SUPERVISORY AUTHORITY

Identify the competent supervisory authority/ies in accordance with Clause 13

Data Protection Commission - Ireland

ANNEX II

TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA

CYGNVS has implemented relevant technical and organisational Security measures inclusive of administrative, technical and physical safeguards in order to protect data processed or controlled by CYGNVS. The security measures, and in particular the implementation of them may be changed from time to time in order to take into account the evolving risk landscape and advances in available security technologies. The measures below are a non-exhaustive list of controls implemented and are designed in accordance with best practice to protect the confidentiality, integrity and availability of CYGNVS corporate and customer data.

Identity & Access Management

All access to CYGNVS systems and production environments follows a documented Access Control policy following the principles of least privilege, role based access control and segregation of duties. Access is reviewed on a regular basis, at least quarterly in the case of production systems.

In addition all users must use unique logins associated to their identity and passwords. Multi factor authentication (MFA) is enforced on systems that support it.

Encryption

All data at rest and in transit is encrypted in line with best practices across CYGNVS corporate and platform assets.

Application Security

The CYGNVS platform is regularly tested by independent security assessors following industry standard testing methodologies including the OWASP Top 10. In addition to this all new code developed for the platform is security scanned before deployment to production.

Change Management

Changes to CYGNVS infrastructure must go through a change management process which involves a security team review and approval.

Logging & Monitoring

Logs from the CYGNVS platform are captured allowing the CYGNVS security team to identify and investigate any unexpected behaviour.

Backups

Production data is backed up regularly, ensuring data integrity and availability can be maintained.

Disaster Recovery

The CYGNVS platform operates on Amazon Web Services (AWS), who are responsible for the up keep and maintenance of any underlying hardware. AWS runs the CYGNVS platform across multiple availability zones.

Distributed Denial of Service (DDoS)

The CYGNVS platform is protected from DDoS attacks by Amazon Web Services, which provides infrastructure for some of the worlds largest websites and services. An attacker would need to overpower their infrastructure for CYGNVS to be affected.

Anti-Virus

All CYGNVS endpoints contain an anti-virus agent which scans files for malicious activity. Additionally any files uploaded to the CYGNVS platform are scanned by an anti-virus scanner.

Vulnerability Disclosure

CYGNVS welcomes reports on potential or perceived security issues, and commits to resolving confirmed issues in a timely manner. Security researchers may report issues via email to security@CYGNVS.com

Security Program

The CYGNVS security program aims to protect the product and the company and is overseen by an internal security team. The program consists of a control framework that works with teams across the organization to maintain the confidentiality, integrity and availability of data controlled or processed by CYGNVS.

Reviews, Audits & Compliance

The CYGNVS Information Security program is aligned with leading governance and compliance frameworks, and is audited by external auditors to this.

Human Resources

All employees at CYGNVS are subject to our code of conduct and confidentiality agreements, additionally all new employees are subject to a background check prior to joining.

Physical Security

The CYGNVS platform is hosted on Amazon Web Services, and as a result they are responsible for physical security access to data centers that support the CYGNVS platform. Access to CYGNVS offices is restricted to employees or authorized visitors only.

Awareness & Training

Security awareness training must be completed within 30 days of joining and annually thereafter for all employees and contractors. The security team run targeted awareness and training campaigns with other groups on occasion.

Vendor Management & Third Party Security

All CYGNVS vendors and third parties go through a vendor management process, which includes a security review based on defined risk ratings.

This Appendix forms part of the Clauses and is agreed electronically.

CYGNVS Data Processing Agreement (DPA)

CYGNVS Terms & Policies