CUSTOMER DATA PROCESSING AGREEMENT

Revizto SA, or its Affiliates (“Revizto“) and the entity (“Customer”) using at least one of Revizto licensed services under the Agreement (the “Agreement”) entered into between the parties, (“Revizto” and “Customer” respectively or collectively, the “Parties”), are agreeing to this Data Protection Agreement (“DPA”). This DPA is entered into by Revizto and Customer and supplements the Agreement. This DPA will be effective and replaces any previously applicable terms relating to its subject matter, from the date of the parties’ execution of the Agreement.

All capitalized terms not defined herein shall have the meaning set forth in the Agreement and/or in Data Protection Law.

1. Definitions
   1. “Approved Jurisdiction” means a member state of the European Economic Area, Switzerland or the United Kingdom, or other jurisdiction as may be approved as having adequate legal protections for data by the European Commission currently found here: https://commission.europa.eu/law/law-topic/data-protection/international-dimension-data-protection/adequacy-decisions_en
   2. “Data Protection Law” means, as applicable, any and all applicable domestic and foreign laws, rules, directives, and regulations, on any local, provincial, state or deferral or national level, pertaining to data privacy, data security, and/or the protection of personal data, including the Privacy and Electronic Communications Directive 2002/58/EC (and respective local implementing laws) concerning the processing of personal data and the protection of privacy in the electronic communications sector (Directive on privacy and electronic communications), including any amendments or replacements to them, the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (“GDPR”), Switzerland’s Federal Act on Data Protection revised as of September 1, 2023, the “Revised FADP”), and the United Kingdom’s Data Protection Act 2018 (“UK-GDPR”).
   3. “Data Subject” means a data subject to whom personal data relates.
   4. “EEA” means those countries that are members of the European Economic
   5. “Permitted Purposes” means any purposes in connection with Revizto performing its obligations under the Agreement.
   6. “Security Incident” shall mean any accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, personal data transmitted, stored or otherwise processed. For the avoidance of doubt, any personal data breach (as defined under the GDPR) will comprise a Security Incident.
   7. “Security Measures” means commercially reasonable security-related policies, standards, and practices commensurate with the size and complexity of Revizto’s business, the level of sensitivity of the data collected, handled, and stored, and the nature of Revizto’s business activities.
   8. “Standard Contractual Clauses” shall mean, as relevant, the “Standard Contractual Clauses” under, and as defined by, Regulation EU) 2016/679 of the European Parliament and of the Council has adopted on June 4, 2021, by the European Commission Decision (EU) 2021/914 (“SCCs”), attached hereto as Exhibit A, as an integral part of this DPA; any amendments to the EU SCCs per the Revised FADP; any standard contractual clauses under the UK GDPR; and any future applicable statutory instruments amending or repealing the above mentioned statutory clauses.
   9. “UK GDPR” means the Data Protection Act 2018, as well as 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 as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019 (SI 2019/419). Regarding the Standard Contractual Clauses, the applicable process shall be the IDTA Addendum as adopted on February 2, 2022, as detailed under Section 119A of the Data Protection Act 2018 which came into force on March 21, 2022 (as further detailed within Part B to this DPA.
   10. Sub-Processors
       1. “Sub-Processor(s)” means any Affiliate, agent, contractor or assignee of Revizto that may process personal data pursuant to the terms of the Agreement, and any unaffiliated processor, vendors, or a service provider engaged by Revizto.
       2. The terms “controller”, “processing” and “processor” shall have the meanings ascribed to them in the GDPR, as applicable.

2. Application of this DPA
   1. This DPA will only apply to the extent all of the following conditions are met:
      1. Revizto independently or through the use of Sub-Processors, processes personal data on behalf of Customer, or on behalf of Customer’s applicable client who assume the position of Data Controllers under Data Protection Law, in connection with the Agreement;
      2. “processes” (as this term is defined by GDPR and/or by any applicable law or regulation) personal data that is made available by the Customer in connection with the Agreement (whether directly by the Customer or indirectly by a third party retained by and operating for the benefit of the Customer);
      3. Data Protection Law applies to the processing of personal
   2. This DPA will only apply to the services for which the Parties agreed to in the Agreement and which incorporates this DPA by reference.

3. Parties’ Roles
   1. In respect of the Parties’ rights and obligations under this DPA regarding the personal data, the Parties hereby acknowledge and agree that the Customer is the Controller or Processor and Revizto is a Processor or Sub-Processor, and accordingly:
      1. Revizto agrees that it shall process, either by itself or through its Sub-Processors, all personal data in accordance with its obligations pursuant to this DPA;
      2. The parties acknowledge that the Customer discloses personal data to Revizto only for the performance of the Services and that this constitutes a valid business purpose for the processing of such data.
   2. If Customer is a Processor, Customer warrants to Revizto that Customer’s instructions and actions with respect to the personal data, including its appointment of Revizto as another Processor and concluding the Standard Contractual Clauses, have been authorized by the relevant controller.
   3. Notwithstanding anything to the contrary in the DPA and Data Protection Laws, Customer acknowledges that Revizto shall have the right to collect, use and disclose: (A) data collected in the context of providing the Services, for the purpose of the operation, support or use of its services for its legitimate business purposes, such as account and contract management (including for billing, audit and recordkeeping purposes), technical support, troubleshooting, security, protecting against fraudulent or illegal activity, billing, and for the purpose of establishment/exercise and defense of legal claims; and (B) aggregated and/or anonymized information

4. Compliance with Laws
   1. Each Party shall comply with its respective obligations under the Data Protection
   2. Revizto shall provide reasonable cooperation and assistance to Customer in relation to Revizto’s processing of personal data in order to allow Customer to comply with its obligations as a Data Controller under the Data Protection Law.
   3. Revizto agrees to notify the Customer promptly if it becomes unable to comply with the terms of this DPA and take reasonable and appropriate measures to remedy such non-compliance.
   4. Throughout the duration of the DPA, the Customer agrees and warrants that:
      1. personal data has been and will continue to be collected, processed, and transferred by Customer in accordance with the relevant provisions of the Data Protection Law;
      2. Customer is solely responsible for determining the lawfulness of the data processing instructions it provides to Revizto and shall provide Revizto only instructions that are lawful under Data Protection Law;
      3. the processing of personal data by Revizto for the Permitted Purposes, as well as any instructions to Revizto in connection with the processing of the personal data (“Processing Instructions”), has been and will continue to be carried out in accordance with the relevant provisions of the Data Protection Law; and that the Customer has informed Data Subjects of the processing and transfer of personal data pursuant to the Agreement and this DPA and obtained valid consent or relies on other lawful grounds thereto (including without limitation any consent required by Revizto in order to comply with the Processing Instructions and the Permitted Purposes).

5. Processing Purpose and Instructions
   1. The subject matter of the processing, the nature, and purpose of the processing, the type of personal data and categories of data subjects, and data systems of Customer to which Revizto may have access (if any), as applicable, shall be as set out in the Agreement, or in the attached Annex 1, which is incorporated herein by
   2. Revizto shall process personal data only for the Permitted Purposes and in accordance with Customer’s written Processing Instructions (unless waived in a written requirement), the Agreement and the Data Protection Law, unless Revizto is otherwise required to do so by law to which it is subject (and in such a case, Revizto shall inform Customer of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest).
   3. To the extent that any Processing Instructions may result in the Processing of any personal data outside the scope of the Agreement and/or the Permitted Purposes, then such Processing will require a prior written agreement between Revizto and Customer, which may include any additional fees that may be payable by Customer to Revizto for carrying out such Processing Instructions. Revizto shall immediately inform Customer if, in Revizto’s opinion, an instruction is in violation of Data Protection Law.
   4. Additional instructions of the Customer outside the scope of the Agreement require prior and separate agreement between Customer and Revizto, including the agreement on additional fees (if any) payable to Revizto for executing such
   5. Revizto shall not sell, retain, use or disclose the personal data for any purpose other than for the specific purpose of performing the Services or outside of the direct business relationship between the parties, including for a commercial purpose other than providing the Services. Revizto’s performance of the Services may include disclosing personal data to Sub-Processors where this is relevant in accordance with this DPA. Revizto certifies that it, and any person receiving access to personal data on its behalf, understand the restrictions contained herein.

6. Reasonable Security and Safeguards
   1. Revizto shall use Security Measures (i) to protect the availability, confidentiality, and integrity of any personal data collected, accessed or processed by Revizto in connection with this Agreement, and (ii) to protect such data from Security Incidents. Such Security Measures include, without limitation, the security measures set out in Annex 2.
   2. The Security Measures are subject to technical progress and development and Revizto may update or modify the Security Measures from time to time provided that such updates and modifications do not result in the degradation of the overall security of the services procured by Customer.
   3. Revizto shall take reasonable steps to ensure the reliability of its staff and any other person acting under its supervision who has access to and processes personal data. Revizto shall ensure that persons authorized to process personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
   4. Revizto is responsible for performing its obligations under the Agreement in a manner which enables Revizto to comply with Data Protection Law, including implementing appropriate technical and organizational measures to ensure a level of security appropriate to the risks that are presented by the processing of personal data, in particular protection against accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to personal data.

7. Security Incidents
   1. Upon becoming aware of a Security Incident, Revizto will notify Customer without undue delay and will provide information relating to the Security Incident as reasonably requested by Revizto will use reasonable endeavors to assist Customer in mitigating, where possible, the adverse effects of any Security Incident.

8. Security Assessments and Audits
   1. Revizto audits its compliance with data protection and information security standards on a regular basis. Such audits are conducted by Revizto’s internal audit team or by third party auditors engaged by Revizto, and will result in the generation of an audit report (“Report”), which will be Revizto’s confidential
   2. Revizto shall, upon reasonable and written notice and subject to obligations of confidentiality, allow its data processing procedures and documentation to be inspected, no more than once a year, by Customer (or its designee), at Customer’s expense, in order to ascertain compliance with this DPA. Revizto shall cooperate in good faith with audit requests by providing access to relevant knowledgeable personnel and documentation.
   3. At Customer’s written request, and subject to obligations of confidentiality, Revizto may satisfy the requirements set out in this Section by providing Customer with a copy of the Report so that Customer can reasonably verify Revizto’s compliance with its obligations under this

9. Cooperation and Assistance
   1. If Revizto receives any requests from individuals or applicable data protection authorities relating to the processing of personal data under the Agreement, including requests from individuals seeking to exercise their rights under Data Protection Law, Revizto will promptly redirect the request to Revizto will not respond to such communication directly without Customer’s prior authorization, unless legally compelled to do so. If Revizto is required to respond to such a request, Revizto will promptly notify Customer and provide Customer with a copy of the request, unless legally prohibited from doing so. The Customer is responsible for verifying that the requestor is the data subject whose information is being sought. Revizto bears no responsibility for information provided in good faith to Customer in reliance on this subsection.
   2. If Revizto receives a legally binding request for the disclosure of personal data which is subject to this DPA, Revizto shall (to the extent legally permitted) notify Customer upon receipt of such order, demand, or It is hereby clarified however that if no such response is received from Customer within five (5) business days (or otherwise any shorter period as dictated by the relevant law or authority), Revizto shall be entitled to provide such information.
   3. Notwithstanding the foregoing, Revizto will cooperate with Customer with respect to any action taken by it pursuant to such order, demand or request, including ensuring that confidential treatment will be accorded to such disclosed personal Customer shall cover all costs incurred by Revizto in connection with its provision of such assistance.
   4. Upon reasonable notice, Revizto shall:
      1. Taking into account the nature of the processing, provide reasonable assistance to the Customer by appropriate technical and organizational measures, insofar as this is possible, for the fulfillment of the Customer’s obligation to respond to requests for exercising Data Subject’s rights, at Customer’s expense;
      2. Provide reasonable assistance to the Customer in ensuring Customer’s compliance with its obligation to carry out data protection impact assessments or prior consultations with data protection authorities with respect to the processing of personal data, provided, however, that if such assistance entails material costs or expenses to Revizto, the parties shall first come to an agreement on Customer reimbursing Revizto for such costs and expenses.
   5. Customer agrees to exercise any right it may have to conduct an audit or inspection, including under the Standard Contractual Clauses if they apply, by instructing Revizto to carry out the audit described herein.
   6. Revizto shall appoint a representative as a point of contact and responsible manager for all issues arising out of the Data Protection Laws, who will work together in good faith with the Customer to reach an agreement with regards to any issues arising from time to time in relation to the processing of personal data in connection with this

10. Use of Sub-Processors
    1. Customer provides a general authorization to Revizto to appoint (and permit each Sub-Processor appointed in accordance with this Clause to appoint) Processors and/or Sub-Processors in accordance with this Clause. The most updated list of Sub-Processors is available here: https://security.revizto.com/subprocessors
    2. Revizto may continue to use those Processors and/or Sub-Processors already engaged by Revizto as at the date of this Agreement, subject to Revizto, in each case as soon as practicable, meeting the obligations set out in this Clause.
    3. Revizto can at any time and without justification appoint a new Processor and/or Sub-Processor provided that Customer is given ten (10) days prior notice and the Customer does not legitimately object to such changes within that timeframe. Legitimate objections must contain reasonable and documented grounds relating to a Processor and/or Sub-Processor’s non-compliance with Data Protection Law. If, in Revizto’s reasonable opinion, such objections are legitimate, Revizto shall either refrain from using such Processor and/or Sub-Processor in the context of the processing of personal data or shall notify Customer of its intention to continue to use the Processor and/or Sub-Processor. Where Revizto notifies Customer of its intention to continue to use the Processor and/or Sub-Processor in these circumstances, Customer may, by providing written notice to Revizto, terminate the Agreement immediately.
    4. With respect to each Processor and/or Sub-processor, Revizto shall ensure that the arrangement between Revizto and the Processor and/or Sub-Processor is governed by a written contract including terms which offer at least the same level of protection as those set out in this DPA and meet the requirements of Data Protection Law;
    5. Revizto will only disclose personal data to Sub-Processors for the specific purposes of carrying out the Services on Revizto’s behalf. Revizto does not sell or disclose personal data to third parties for commercial purposes, except as required under applicable laws.

11. Transfer of personal data
    1. Customer hereby provides Revizto with authorization to transfer personal data for the purpose of performing its obligations under the Agreement and in accordance with applicable Data Protection Laws.
    2. EEA/UK/Swiss Data Transfer (“Cross-Border Transfers”).
       1. Where the processing of personal data includes transfers (either directly or via onward transfer) from the EEA, Switzerland or the UK, the Parties shall transfer the personal data to an Approved Jurisdiction or be deemed to enter into the Standard Contractual Clauses, including implementing Module 2 (Controller to Processor) between the Parties when necessary, and as referenced in the applicable parts of Schedule 1 of this DPA. Annexes 1-3 attached hereto shall be deemed Annexes 1-3 of the Standard Contractual Clauses as they are referenced in Schedule 1 Part A.
       2. Revizto may perform Cross-Border Transfers of personal data provided that the Transfer is necessary for the purpose of Revizto carrying out its obligations under the Agreement, or is required under applicable laws; and the Transfer is done:
          1. (i) to an Approved Jurisdiction, or (ii) subject to appropriate safeguards and Schedule 1 or (iii) in accordance with any of the exceptions listed in the Data Protection Law (in which event Customer will inform Revizto in advance which exception applies to each Transfer and will assume complete and sole liability to ensure that the exception applies).

12. Data Retention and Destruction
    1. Revizto will only retain personal data for the duration of the Agreement or as required to perform its obligations under the Agreement. Following expiration or termination of the Agreement, Revizto will delete or return to Customer all personal data in its possession as provided in the Agreement and upon request confirm deletion or return in writing, except to the extent Revizto is required under applicable laws to retain the personal The terms of this DPA will continue to apply to such personal data.

13. General
    1. Any claims brought under this DPA will be subject to the terms and conditions of the Agreement, including the exclusions and limitations set forth in the Agreement.
    2. In the event of a conflict between the Agreement (or any document referred to therein) and this DPA, the provisions of this DPA shall prevail.
    3. Revizto may change this DPA if the change is required to comply with Data Protection Law, a court order or guidance issued by a governmental authority or agency, provided that such change does not: (i) seek to alter the categorization of Revizto as the Data Processor; (ii) expand the scope of, or remove any restrictions on, either Party’s rights to use or otherwise process personal data; or (iii) have a material adverse impact on Customer, as reasonably determined by Revizto.
    4. Notification of Changes. If Revizto intends to change this DPA under this Section, and such change will have a material adverse impact on Customer, as reasonably determined by Revizto, then Revizto will use commercially reasonable efforts to inform Customer at least 30 days (or such shorter period as may be required to comply with applicable law, applicable regulation, a court order or guidance issued by a governmental regulator or agency) before the change will take effect.

14. DPA Incorporated By Reference.
    1. This DPA, and all of its terms, are incorporated by reference into, and supplement, the Agreement entered into by the Parties, and is effective and binding based upon the Parties’ signatures to the Agreement.

EXHIBIT A

Standard Contractual Clauses

1. EU/EEA 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, or any amendments to same by the European Commission or successor versions, are hereby incorporated into this Processing Addendum and available here: https://eur-lex.europa.eu/eli/dec_impl/2021/914/oj?uri=CELEX%3A32021D0914&locale=en
   1. This Exhibit A sets out the Parties’ agreed interpretation of their respective obligations under Module Two or Module Three of the Standard Contractual Clauses (as applicable).
   2. If Customer is a controller – the Parties shall be deemed to enter into the Controller to Processor Standard Contractual Clauses (Module 2); if Customer is a processor – the Parties shall be deemed to enter into the Processor to Processor Standard Contractual Clauses (Module 3).
   3. The Parties agree that for the purpose of transfer of Personal Data between the Customer (Data Exporter) and Revizto (Data Importer), the following shall apply:
      1. Clause 7 of the Standard Contractual Clauses shall not be
      2. In Clause 9, option 1 shall The Data Importer shall submit the request for specific authorization at least thirty (30) days prior to the engagement of the Sub-processor. Annex III shall be updated accordingly.
      3. In Clause 11, data subjects shall not be able to lodge a complaint with an independent dispute resolution body.
      4. In Clause 17, option 1 shall The Parties agree that the clauses shall be governed by the laws of Ireland.
      5. In Clause 18(b) the Parties choose the courts of Dublin, Ireland as their choice of forum and jurisdiction.
   4. Annexes I-III below shall be incorporated into the Standard Contractual
2. UK: United Kingdom: International Data Transfer Addendum to the EU Commission Standard Contractual Clauses, version 0 (if attached to EU SCCs) are hereby incorporated into this Processing Addendum and available here: https://ico.org.uk/for-organisations/guide-to-data-protection/guide-to-the-general-data-protection-regulation-gdpr/international-data-transfer-agreement-and-guidance/ (“UK Addendum”).
3. To the extent the UK Addendum applies, the following shall apply:
   1. All the information provided under the Standard Contractual Clauses shall apply to the UK Addendum with the necessary changes per the requirement of the UK Addendum. Annexes 1A, 1B and 2 to the UK Addendum shall be replaced with Annexes I–III below, respectively.
   2. In Table 4 of the UK Addendum, either party may terminate the agreement in accordance with section 19 of the UK Addendum.
   3. By entering into this Data Protection Agreement, the Parties hereby agree to the format changes made to the UK Addendum.
4. Switzerland Cross-Border Transfer
   1.  The Parties agree that the Standard Contractual Clauses as detailed in Part A of this Schedule 1, shall be adjusted as set out below where the Federal Act on Data Protection revised as of September 1, 2023, the “Revised FADP”) applies to Switzerland Transfers:
      1. References to the Standard Contractual Clauses means the Standard Contractual Clauses as amended by this Part C;
      2. The Swiss Federal Data Protection and Information Commissioner (“FDPIC”) shall be the sole Supervisory Authority for Switzerland Transfers exclusively subject to the FADP;
      3. The terms “General Data Protection Regulation” or “Regulation (EU) 2016/679” as utilized in the Standard Contractual Clauses shall be interpreted to include the FADP with respect to Switzerland Transfers.
      4. References to Regulation (EU) 2018/1725 are removed.
      5. Switzerland Transfers subject to both the FADP and the GDPR, shall be dealt with by the EU Supervisory Authority named in Part A of this Schedule 1;
      6. References to the “Union”, “EU” and “EU Member State” shall not be interpreted in such a way as to exclude Data Subjects in Switzerland from the possibility of exercising their rights in their place of habitual residence (Switzerland) in accordance with Clause 18(c) of the Standard Contractual Clauses;
      7. Where Switzerland Transfers are exclusively subject to the FADP, all references to the GDPR in the Standard Contractual Clauses are to be understood to be references to the FADP;
      8. Where Switzerland Transfers are subject to both the Revised FADP and the EU GDPR, all references to the GDPR in the Standard Contractual Clauses are to be understood to be references to the Revised FADP insofar as the Switzerland Transfers are subject to the FADP;

ANNEX I TO THE STANDARD CONTRACTUAL CLAUSES

MODULE 2: CONTROLLER TO PROCESSOR

The following Annexes form part of the Standard Contractual Clauses and must be completed and signed by the parties.

The Member States may complete or specify, according to their national procedures, any additional necessary information to be contained in the following Annexes.

A.    List of Parties

DATA EXPORTER (Controller)

By entering into the Agreement and DPA, Data Exporter is deemed to have signed these Standard Contractual Clauses incorporated herein, including their Annexes, as of the Effective Date of the Agreement.

DATA IMPORTER (Processor)

By entering into the Agreement and DPA, Data Importer is deemed to have signed these Standard Contractual Clauses incorporated herein, including their Annexes, as of the Effective Date of the Agreement.

B.     Description of Transfer

1. Categories of data subjects whose personal data is transferred: Select employees of the Controller, to the extent these are Authorized Users as indicated by the Controller. Any other individuals whose personal data is uploaded, stored, or processed via the Revizto platform as determined by the Controller.
2. Categories of personal data transferred: Standard personal data: names, email addresses, usernames, contact details, IP addresse, device identifiers, usage data. May include job titles. Special categories: none.
3. The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis): As required by the Controller’s use of the Revizto platform (e.g., ongoing data uploads, user activity, or batch imports)
4. Nature of the processing:
   1. Collection, storage, and organisation of personal data on behalf of the Controller.
   2. Hosting and management of data within the Revizto platform.
   3. Accessing data for technical support, maintenance, or troubleshooting purposes.
   4. Deletion or anonymisation of personal data upon the Controller’s instruction or at the end of the Agreement.
   5. Transmission of data as necessary for service provision, including possible onward transfers to authorised sub-processors
5. Purpose(s) of the data transfer and further processing:
   1. To provide, maintain, and support the Revizto platform and its functionalities to the Customer (the Controller).
   2. To enable end users to access and use the services as instructed by the Controller.
   3. To fulfill contractual obligations, including customer support, troubleshooting, and service improvement.
   4. To comply with legal obligations and assist the Controller in responding to data subject requests under data privacy laws.
6. Period for which the personal data will be retained: Personal data is retained for the duration of the Agreement. Data is deleted or returned to the Controller upon termination of the Agreement, unless legal obligations require longer retention. Backups and logs containing personal data are deleted as soon as the purpose of the data processing activity has been achieved, or within a set amount of time but no later than within one year post-achievement.
7. General description of technical and organisational security measures: please consult https://security.revizto.com/controls