This Data Processing Addendum ("DPA") sets forth the terms and conditions by which Personal Data will be transferred and Processed under the parties' agreement (the "Agreement").

This DPA is supplemental to, and forms an integral part of, the Agreement, and is effective upon its incorporation into the Agreement. In case of any conflict or inconsistency with the terms of the Agreement, this DPA will take precedence over the terms of the Agreement to the extent of such conflict or inconsistency.

The term of this DPA will follow the term of the Agreement. Terms not otherwise defined in this DPA will have the meaning as set forth in the Agreement.

1. DEFINITIONS
   1. "Approved Country" means a country, such as the countries within the European Economic Area, that has a data localization requirement requiring that Personal Data must either remain within that country's territory or satisfy certain requirements before the Personal Data can be transferred to a third country.
   2. "California Personal Information" means Personal Data that is subject to the protection of the CCPA and the California Privacy Rights Act ("CPRA").
   3. "Consumer", "Business", "Sell" and"Service Provider" will have the meanings given to them in the CCPA and CPRA.
   4. "Controller" means the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the Processing of Personal Data.
   5. "Data Protection Laws" means all worldwide laws and regulations relating to the processing or protection of Personal Information applicable to Us or You, including, but not limited to, European Data Protection Laws, PIPEDA, Lei Geral de Proteção de Dados (Brazil's General Data Protection Law), §314.4 of the Gramm Leach Bliley Act ("GLBA") Standards for Safeguarding Customer Information (16 C.F.R. § 314), and U.S. state privacy laws, including the California Consumer Privacy Act and the California Privacy Rights Act (collectively, "CCPA"), Virginia Consumer Data Protection Act, the Colorado Privacy Act, the Utah Consumer Privacy Act, the Connecticut Personal Data Privacy and Online Monitoring Act, Indiana Consumer Data Protection Act, Iowa Consumer Data Protection Act, the Tennessee Information Protection Act, and any rules or regulations promulgated under the foregoing.
   6. "Data Subject" means the individual to whom Personal Data relates.
   7. "Data Subject Requests" has the meaning given to it in Section 4.1 of this DPA.
   8. "Europe" means the European Union, the European Economic Area and/or their member states, Switzerland and the United Kingdom.
   9. "European Data" means Personal Data that is subject to the protection of European Data Protection Laws.
   10. "European Data Protection Laws" means data protection laws applicable in Europe, including, but not limited to: (i) Regulation 2016/679 of the European Parliament and of the Council 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) ("EU GDPR"); (ii) Directive 2002/58/EC concerning the processing of personal data and the protection of privacy in the electronic communications sector; and (iii) applicable national implementations of (i) and (ii); or (iii) the UK Data Protection Act 2018 ("UK GDPR); and (iv) Swiss Federal Data Protection Act on 19 June 1992 and its Ordinance ("Swiss DPA"); in each case, as may be amended, superseded or replaced.
   11. "Instructions" means the written, documented instructions issued by a Controller to a Processor or Processor to Sub-Processor, and directing the same to perform a specific or general action with regard to Personal Data (including, but not limited to, depersonalizing, blocking, deletion, making available).
   12. "Personal Data Breach" means any actual or reasonably suspected unauthorized, accidental or unlawful access to, or misuse, encrypting or ransoming, compromise, disclosure, acquisition, destruction, loss, or alteration of Personal Data transmitted, stored or otherwise Processed by Us or Our Sub-Processors in connection with this Agreement. "Personal Data Breach" does not include unsuccessful attempts or activities that do not compromise the confidentiality, security, integrity, or availability of Personal Data, such as unsuccessful log-in attempts, pings, port scans, denial of service attacks, and other network attacks on firewalls or networked system.
   13. "Personal Data" means information about an individual that (a) can be used to identify, contact, or locate that specific individual; (b) can be combined with other information that can be used to identify, contact or locate a specific individual; or (c) is defined as personal data or personal information under applicable Data Protection Laws.
   14. "Processing" means any operation or set of operations which is performed on Personal Data, encompassing the collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction or erasure of Personal Data. The terms"Process","Processes" and "Processed" will be construed accordingly.
   15. "Processor" means a natural or legal person, public authority, agency or other body which Processes Personal Data on behalf of the Controller.
   16. "Restricted Transfer" means: (i) where the EU GDPR applies, a transfer of personal data from the European Economic Area to a country outside of the European Economic Area which is not subject to an adequacy determination by the European Commission; and (ii) where the UK GDPR applies, a transfer of personal data from the United Kingdom to any other country which is not subject based on adequacy regulations pursuant to Section 17A of the United Kingdom Data Protection Act 2018; and (iii) where Swiss Data Protection Legislation applies, a transfer of personal data from Switzerland to any other country which is not subject to an adequacy determination by the Swiss Federal Data Protection and Information Commissioner.
   17. "Security Measures" means the technical and organizational measures to protect Personal Data from Personal Data Breaches described in Schedule 2 of this DPA.
   18. "Standard Contractual Clauses" mmeans (i) the standard contractual clauses between controllers and processors (Module 2) adopted by European Commission in its Implementing Decision (EU) 2021/91 of 4 June 2021 and currently located at: https://commission.europa.eu/publications/standard-contractual-clauses-international-transfers_en (the "EU SCCs"); and (ii) where the UK GDPR applies, the applicable standard data protection clauses for processors adopted pursuant to Article 46(2)(c) or (d) of the UK GDPR ("UK SCCs")
   19. "Sub-Processor" means any Processor engaged by Us or Our affiliates to assist in fulfilling Our obligations with respect to the Agreement. Sub-Processors may include third parties or Our affiliates but will exclude any of Our employees or consultants.
2. Your Obligations
   1. Compliance with Laws. Within the scope of the Agreement and in Your use of the Services, You will be responsible for complying with all requirements that apply to You under applicable Data Protection Laws with respect to Your Processing of Personal Data and the Instructions that You issue to Us. In particular, You acknowledge and agree that You will be solely responsible for: (i) the accuracy, quality, and legality of Your Data and any Personal Data that is contained therein; (ii) complying with all necessary transparency and lawfulness requirements under applicable Data Protection Laws for the collection and use of the Personal Data, including obtaining any necessary consents and authorizations (particularly for use by You for marketing purposes); (iii) ensuring that You have the right to transfer or provide access to the Personal Data to Us for Processing in accordance with the Agreement (including this DPA); (iv) ensuring that Your Instructions to Us regarding the Processing of Personal Data comply with applicable Laws, including Data Protection Laws; and (v) complying with all Laws (including Data Protection Laws) applicable to any emails, texts, and other electronic communication as well as any other content created, sent or managed through the Services, including those relating to obtaining consents (where required) to send electronic communications, and the format and content of such communications.
   2. Your Instructions. The parties agree that the Agreement (including this DPA), together with Your use of the Services in accordance with the Agreement, constitute Your complete and final instructions to Us regarding the Processing of Personal Data, and any additional instructions outside of the scope of the Instructions shall require prior written agreement between Us and You.
3. Tekion Obligations
   1. Compliance with Instructions. We will only Process Personal Data for the purposes described in this DPA or as otherwise agreed within the scope of Your lawful Instructions, except where and to the extent otherwise required by applicable Law. We are not responsible for compliance with any Data Protection Laws applicable only to You or Your industry that are not generally applicable to Us.
   2. Conflict of Laws. If We become aware that We cannot Process Personal Data in accordance with Your Instructions due to a legal requirement under any applicable Law, We will (i) promptly notify You of that legal requirement to the extent permitted by the applicable Law; and (ii) where necessary, cease all Processing (other than merely storing and maintaining the security of the affected Personal Data) until such time You issue new Instructions. If this provision is invoked, We will not be liable to You under the Agreement for any failure to perform the applicable Services until You issue new lawful Instructions with regarding to the Processing. However, any amounts payable under the Agreement shall be equitably adjusted such that You are not required to pay any amounts for Services that You are not receiving.
   3. Security. We will implement and maintain appropriate technical and organizational measures to protect Personal Data from Personal Data Breaches as described in Schedule 2 of this DPA. Notwithstanding any provision to the contrary, We may modify or update the Security Measures at our discretion provided that such modification or update does not result in a material degradation in the protection offered by the Security Measures.
   4. Confidentiality. We will ensure that any personnel whom We authorize to Process Personal Data on Our behalf is subject to appropriate confidentiality obligations by contract unless such personnel is covered by an appropriate statutory obligation of confidentiality and complies with the terms of this DPA with respect to Processing of Personal Data.
   5. Personal Data Breaches. We will notify You without undue delay, and in any case within seventy-two (72) hours of becoming aware of a Personal Data Breach, and will provide timely information relating to the Personal Data Breach as it becomes known or reasonably requested by You. Such notification shall at a minimum: (i) describe 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 personal data records concerned; (ii) communicate the name and contact details of the data protection officer or other contact point where more information can be obtained; (iii) describe the likely consequences of the Personal Data Breach; and (iv) describe the measures taken or proposed to be taken by Us to address the Personal Data Breach, including, where appropriate, measures to mitigate its possible adverse effects. We shall take prompt steps to remedy the Personal Data Breach and mitigate, to the extent commercially practicable, any harmful effects, and shall take commercially reasonable steps to ensure that Our Sub-Processors co-operate with You and take such reasonable steps as are directed by You to assist in any subsequent investigation, litigation, provision of notices, and mitigation and remediation of each such Personal Data Breach. We shall not notify any third parties of a Personal Data Breach affecting the Personal Data unless and to the extent that: (a) You have agreed to such notification, and/or (b) notification is required to be made by Us under applicable Data Protection Laws.
   6. Deletion or Return of Personal Data. We will delete or return all Data, including Personal Data (including copies thereof) Processed pursuant to this DPA, promptly upon request or within one hundred eighty (180) days of termination or expiration of the Agreement. This requirement shall not apply to the extent We are required by applicable law to retain some or all the Data, or to Data that We have archived on back-up systems, which We will securely isolate and protect from any further Processing.
   7. Sub-processors. You provide a general prior authorization for Us to engage Sub-Processors in order to provide the Services. The Sub-Processors currently engaged by Us are listed at https://tekion.com/privacy/subprocessor-list (or such other URL as may be updated from time to time) ("Sub-Processor Site"). We will remain responsible for any acts or omissions of any Sub-Processor that cause Us to breach any of Our obligations under this DPA.
      1. We will make available the Sub-Processor Site and provide You with a mechanism to obtain notice of any updates to the Sub-Processor Site at least ten (10) days prior to authorizing any new Sub-Processor to process Your Data. We will provide notice to you by updating the Sub-Processor Site.
      2. Tekion will enter into a written agreement with each Sub-Processor imposing data protection obligations that are at least as protective of Data as the measures provided in this DPA or applicable Data Protection Laws (to the extent applicable to the services provided by the Sub-Processor).
      3. Where required by applicable Data Protection Law:
         1. If You reasonably object to the Processing of Personal Data by one or more Sub-Processors, then You shall notify Us in writing (including e-mail) within fifteen (15) Business Days after receipt of Our notice.
         2. In the event You reasonably object to a Sub-Processor, We shall as soon as is reasonably practicable take reasonably necessary steps to evaluate, investigate and address Your concerns, including conducting further due diligence of the Sub-Processor if necessary, and provide You with a report detailing the actions taken to correct or mitigate such concerns and/or a remediation plan. If the parties cannot mutually agree on the plan to mitigate the concerns, We may identify an alternative preferred Sub-Processor, and the parties shall meet in good faith to determine the feasibility of Our engaging such Sub-Processor to provide the Services, the timeframe required to source and deploy the Sub-Processor, and any resulting additional fees which may be applicable. If the parties are unable to agree on a mutually acceptable resolution, You may terminate the relevant affected portion(s) of the Services without liability (but without prejudice to any fees incurred by You prior to suspension or termination) as Your sole remedy. Upon termination by You pursuant to this Section, We will refund You any prepaid fees for the termination Services that were provided after the effective date of termination.
4. Data Subject Requests
   1. The Service provides You with several controls that You can use to retrieve, correct, delete or restrict Personal Data, which You can use to assist You in connection with Your obligations under Data Protection Laws, including Your obligations relating to responding to requests from Data Subjects to exercise their rights under applicable Data Protection Laws ("Data Subject Requests").To the extent that You are unable to independently address a Data Subject Request through the Service, then upon Your written request, we will provide reasonable assistance to You to respond to any Data Subject Requests or requests from data protection authorities relating to the Processing of Personal Data under the Agreement.
   2. If a Data Subject Request or other communication regarding the Processing of Personal Data under the Agreement is made directly to Us, We will promptly inform You and will advise the Data Subject to submit their request to You. You will be solely responsible for responding substantively to any such Data Subject Requests or communications involving Personal Data.
5. Data Transfers
   1. General Authorization. You acknowledge and agree that We may transfer and process Your Data in any country in which We and Our authorized Sub-Processors maintain data processing operations, including in the United States and India, to provide the Services. Any transfer from one territorial jurisdiction to another territorial jurisdiction will only be undertaken in compliance with the applicable Data Protection Laws, such as the execution of an additional data transfer addendum, as required.
6. Additional Provisions for European Data
   1. Scope of Section 6. This section shall apply only with respect to European Data.
   2. Roles of the Parties. When Processing European Data in accordance with Your Instructions, the parties acknowledge and agree that You are the Controller of European Data and We are the Processor.
   3. Data Protection Impact Assessments and Consultation with Supervisory Authorities. We will provide reasonable assistance to You with any data protection impact assessments and prior consultations with supervisory authorities or other competent data privacy authorities.
   4. Demonstration of Compliance. We will make all information reasonably necessary to demonstrate compliance with this DPA available to You and allow for and contribute to audits, including inspections by You, no more than once a calendar year during regular business hours with reasonable advance notice to Us to assess compliance with this DPA. Any such audit is subject to Our reasonable confidentiality procedures, and You are responsible for all costs and fees related to such audit, including all reasonable costs and fees (including Our time spent) that We incur for the audit. Upon request, We will supply (on a confidential basis) a summary copy of its penetration testing report(s) to You so that You can verify Our compliance with this DPA. Further, at Your written request, We will provide written responses (on a confidential basis) to all reasonable requests for information made by You necessary to confirm Our compliance with this DPA, provided that You will not exercise this right more than once per calendar year. You acknowledge that the Services are hosted by Our data center partners who maintain independently validated security programs (including SOC 2 and ISO 27001) and that Our systems are regularly tested by independent third-party penetration testing firms.
   5. Data Transfers. When the transfer of Personal Data from You (or any of Your Affiliates) to Us is a Restricted Transfer, then the Standard Contractual Clauses shall be deemed incorporated into this Agreement as follows:
      1. Where the EU SCCs apply:
         1. (i) In Clause 7, the optional docking clause will apply; (ii) in Clause 9 of Module Two, Option 2 will apply and the time period for prior notice of Sub-Processor changes is identified in Section 3.7.1 of this DPA; (iii) in Clause 11, the optional language will not apply; (iv) in Clause 17, Option 1 will apply, and the EU SCCs will be governed by Irish law; (v) in Clause 18(b), disputes shall be resolved before the courts of Ireland; (xi) Annex I shall be deemed completed with the information set out in Schedule 1 (Scope of Processing); and (vii) Annex II shall be deemed completed with the information set out in Schedule 2 of this DPA (Security Measures) (as applicable).
      2. Where the UK SCCs apply:
         1. the EU SCCs as implemented under sub-paragraph (A) above will apply with the following modifications: (i) references to "Directive 95/46/EC" or "Regulation (EU) 2016/679" are interpreted as references to the UK GDPR or the Swiss DPA (as applicable); (ii) references to specific Articles of "Regulation (EU) 2016/679" are replaced with the equivalent article or section of the UK GDPR or Swiss DPA (as applicable); (iii) references to "EU", "Union" and "Member State" are replaced with "UK" and "Switzerland" (as applicable); (iv) Clause 13(a) and Part C of Annex II are not used and references to the "competent supervisory authority" and "competent courts" shall be interpreted as references to the "Information Commissioner" and the "courts of England and Wales" or the "Swiss Federal Data Protection and Information Commissioner" and the "relevant courts of Switzerland" (as applicable); (v) in Clause 17, the EU SCCs are governed by the laws of England and Wales or Switzerland (as applicable); and (vi) in Clause 18(b), disputes will be resolved before the courts of England and Wales or Switzerland (as applicable).
      3. The rights and obligations afforded by Standard Contractual Clauses will be exercised in accordance with this DPA, unless stated otherwise. It is not the intention of either party to contradict or restrict any of the provisions set forth in the Standard Contractual Clauses and, accordingly, if and to the extent the Standard Contractual Clauses conflict with any provision of the Agreement (including this DPA) the Standard Contractual Clauses shall prevail to the extent of such conflict.
      4. To the extent that We adopt an alternative data export mechanism (including any new version of or successor to the Standard Contractual Clauses adopted pursuant to applicable Data Protection Laws) for the transfer of Personal Data ("Alternative Transfer Mechanism"), the Alternative Transfer Mechanism shall apply instead of any applicable transfer mechanism described in this DPA (but only to the extent such Alternative Transfer Mechanism complies with Data Protection Laws applicable to Europe and extends to territories to which Personal Data is transferred).
   6. Notification of Government Requests. For the purposes of Clause 15(1)(a) of the EU SCCs, We shall notify You and not the data subject(s) in case of government access requests. You shall be solely responsible for promptly notifying the data subject, as necessary.
7. Additional Provisions for California Personal Information
   1. Scope of Section 7. This section of the DPA will apply only with respect to California Personal Information.
   2. Roles of the Parties. When processing California Personal Information in accordance with Our Instructions, the parties acknowledge and agree that You are a Business and We are a Service Provider for the purposes of the CCPA.
   3. Tekion Responsibilities. Tekion will not collect, use, retain, disclose, share, sell, or otherwise make California Personal Information available for Our own commercial purposes or in a way that does not comply with the CCPA. If applicable law requires Us to disclose California Personal Information for a purpose unrelated to providing the Services or Your Instructions, We will notify You of the legal requirement and give You an opportunity to object or challenge the requirement, unless the law prohibits such notice.
   4. Tekion Warranty and Certification. We certify that We understand this DPA and the CCPA's restrictions and prohibitions on selling California Personal Information and retaining, using, or disclosing California Personal Information outside of the parties' direct business relationship, and We will comply with them. We warrant that We have no reason to believe any CCPA requirements or restrictions prevent Us from providing any of the Services or otherwise performing Our obligations under this DPA.
8. General Provisions
   1. Aggregate and Anonymized Data. Notwithstanding the foregoing and anything to the contrary in the Agreement (including this DPA), You acknowledge that We shall have a right to process Data for the purposes of creating anonymized, aggregate and/or de-identified information for Our own legitimate business purposes, including where You have requested a Service that includes the provision of benchmarking reports, compiling anonymized benchmarking reports and statistics. To the extent Tekion is contractually permitted by You to receive, create, and/or use Deidentified Data, Tekion shall (i) take reasonable steps to ensure that the Deidentified Data cannot be associated with either a person or a household; (ii) maintain and use the data only in a deidentified form; (iii) not attempt to re-identify any Deidentified Data; and (iv) to the extent that You permit Tekion to provide any Deidentified Data to a related party or third party, require such recipient of Deidentified Data to comply with the requirements of this Section 8.1.
   2. Amendments Notwithstanding anything else to the contrary in the Agreement and subject to section 12.15 of the Agreement, We reserve the right to make any updates and changes to this DPA that are required by applicable Data Protection Law at any time on not less than 30 days' notice to You.
   3. Severability. If any individual provisions of this DPA are determined to be invalid or unenforceable, the validity and enforceability of the other provisions of this DPA will not be affected.
   4. Limitation of Liability. The limitations and exclusions of liability and indemnity obligations in the Agreement apply to each party under this DPA.
   5. Governing Law. This DPA will be governed by and construed in accordance with the choice of law provision in the Agreement unless otherwise required by applicable Data Protection Laws or as indicated in the Standard Contractual Clauses.

SCHEDULE 1

Scope of Processing

SCHEDULE 2

Security Measures

Data Storage Site Security

The sites where Your Data is stored, including data centers, offices, and off-site storage facilities, will have appropriate and physical security controls.

Network Security

The networks on which Your Data will be transmitted will be protected from unauthorized access or infiltration, either internally or externally.

The measures that will be taken to ensure this will include:

1. Running periodic external and internal vulnerability scanning and informing the relevant data exporter of any issues arising.
2. Maintaining perimeter defenses such as firewalls and data loss prevention solutions.
3. Maintaining internal defenses such as security information event management to analyze log files to identify anomalous behavior and other threats.

Platform Security

The technology on which Your Data is stored, including servers, workstations and laptops, cloud service and other portable media will be protected from known threats by:

1. Ensuring anti-virus or anti-malware systems are implemented and kept current for all operating systems.
2. Ensuring operating systems have secure configuration.
3. Ensuring vendor recommended security patches for both applications and operating systems are applied in a timely period, encrypting laptop hard drives and portable media.
4. Ensuring risk assessments are performed on cloud providers using industry accepted methodologies such as Cloud Security Alliance or equivalent. SSAE16, ISO 27001 or other independent reports provide assurance on security controls and must be assessed when available.
5. Ensuring mobile device management software is used to administer security controls on corporate supplied and bring your own devices.

Data Confidentiality

The confidentiality of Your Data will be maintained by protecting such data wherever it is stored, and whenever it is transmitted. These processes and procedures may include:

1. The secure disposal of paper, equipment, media and data.
2. The security of data in transmission by means of encryption.

Data Access

Your Data will accessed only by Tekion authorized personnel through such means as:

1. The use of unique usernames and passwords to access the IT systems that host Your Data, including use of multiple factors of authentication to access IT systems remotely.
2. Implementing security policies to ensure that passwords are not shared and that systems' passwords are changed periodically in line with recommended best practice.
3. Ensuring access to Your Data is authorized and approved.
4. Ensuring there is a clear segregation of duties between users.
5. Ensuring access is granted on a least privilege basis.
6. Terminating access where appropriate.

Data Processing

We will ensure that appropriate aspects of good security practice are enforced when processing any of Your Data. These processes include:

1. Maintaining and enforcing policies on the secure handling and care of Data, and taking steps to ensure that such policies are known to all Tekion employees through awareness training.
2. Ensuring that developers are trained and kept up to date in security coding techniques.

Staff and 3rd Party Security Procedures

We will ensure and maintain the integrity of personnel accessing Your Data by:

1. Assessing the reliability of Tekion employees who will have access to Personal Data.
2. Maintaining and enforcing policies on the secure handling and care of Data, and taking steps to ensure that such policies are known to all Tekion employees.
3. Having employees and contractors sign confidentiality agreements prior to accessing Your Data.
4. Reviewing any sub-processors which We will use, to ensure appropriate security measures are in place.
5. Ensuring any third party adheres to the minimum set of controls prescribed by Our information security policies.

Third party subcontractors will be bound to adhere to similar but not necessarily identical technical and organizational measures which shall however not fall below the level of data security as agreed herein. Any technical and organizational measures are subject to change of technical standards and can be adopted. If so requested, We will provide You with a description of the then current measures.

Data Breach Procedures

We have established a set of data breach security procedures that include the following elements:

1. Detection: Establishing the facts of the incident and creating a diagnostic, containment and communications plan with respect to those whose Data has been affected.
2. Containment: Limiting the extent of the data compromise.
3. Eradication: Removing all aspects of the hostile code/configuration, if applicable.
4. Recovery: Restoring data and system to a known good state, without vulnerability.
5. Review: Assessment of how to avoid similar incidents in future.
6. Notification: Informing relevant interested parties of the data breach within legal and industry acceptable obligations and timeframes.