Data Processing Addendum

This Data Processing Addendum (including the Schedules attached hereto, the “DPA”) is incorporated into, and is subject to the terms and conditions of, the Customer Agreement or other written or electronic agreement (“Agreement”) between Sonora IQ, Inc. (“Sonora”) and the entity identified as “Customer” in the Agreement (“Customer”). This DPA applies to the extent Sonora’s Processing of Customer Personal Data is subject to the Data Protection Laws. This DPA shall be effective for the term of the Agreement.

1. Definitions

1.1 For the purposes of this DPA:

1.1.1 “Customer Personal Data” means the Personal Data described under Schedule 1 to this DPA;

1.1.2 “Data Protection Laws” means all laws relating to data protection and privacy applicable to Sonora’s Processing of Customer Personal Data in any jurisdiction where Customer and/or Sonora operates, including without limitation, European Data Protection Law and the laws and regulations of the United States and its states, as amended from time to time, to the extent applicable to the relevant party;

1.1.3 “Data Subjects” means the individuals identified in Schedule 1;

1.1.4 “European Data Protection Law” means the General Data Protection Regulation (EU) 2016/679 (“GDPR”) and all other privacy and data protection laws of the European Economic Area (“EEA”), and their respective Member States, Switzerland and the United Kingdom (“UK”), including without limitation 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 Schedule 1 to the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019 (SI 2019/419) (the “UK GDPR”), and all laws implementing or supplementing the foregoing.

1.1.5 “Personal Data” means any information that reasonably relates, directly or indirectly, to an identified or identifiable Data Subject;

1.1.6 “Processing” (including its cognate “Process”) means any operation or set of operations which is performed on personal data or on sets of personal data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction;

1.1.7 “Security Incident” means a material breach of security leading to the unauthorized or unlawful access by a third party, or confirmed accidental or unlawful destruction, loss or alteration, of Customer Personal Data; and

1.1.8 “Standard Contractual Clauses” means (i) Module 2 of the Standard Contractual Clauses for the transfer of Personal Data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and the Council approved by European Commission Implementing Decision (EU) 2021/914 of 4 June 2021, as currently set out at https://eur-lex.europa.eu/eli/dec_impl/2021/914/oj (the “EU SCCs”).

1.1.9 “UK Addendum” means the International Data Transfer Addendum to the Standard Contractual Clauses issued by the UK Information Commissioner’s Office, in force as of 21 March 2022, available at international-data-transfer-addendum.pdf (ico.org.uk).

1.2 Capitalized terms not otherwise defined herein shall have the meaning given to them in the Agreement.

2. Processing of Customer Personal Data

2.1 Sonora will Process Customer Personal Data on behalf of Customer and in accordance with Customer’s prior written instructions, including any instructions provided through Customer’s use of the Service. Sonora is hereby instructed to Process Customer Personal Data to the extent necessary to provide the Service as set forth in the Agreement and this DPA and in accordance with Data Protection Laws.

2.2 Sonora will inform Customer if, in its opinion, an instruction from Customer infringes the Data Protection Laws, unless it is prohibited from doing so by law on important grounds of public interest.

2.3 The details of Sonora’s Processing of Customer Personal Data are described in Schedule 1.

2.4 If applicable laws preclude Sonora from complying with Customer’s instructions, Sonora will inform Customer of its inability to comply with the instructions, to the extent permitted by law.

2.5 Each of Customer and Sonora will comply with their respective obligations under the Data Protection Laws.

2.6 Sonora certifies that it will not (a) “sell” or “share” Customer Personal Data (as such terms are defined in Data Protection Laws); (b) Process Customer Personal Data outside the direct business relationship between the parties or for any purpose other than as permitted under this DPA and in accordance with the Agreement; or (c) combine the Customer Personal Data that Sonora receives from or on behalf of Customer with Customer Personal Data that Sonora collects or receives from another person.

3. Restricted Data Transfers

3.1 In the event that Customer is subject to European Data Protection Law and the transfer of Customer Personal Data to Sonora would be restricted in the absence of the Standard Contractual Clauses, the parties agree that the Standard Contractual Clauses shall be incorporated into this DPA with Customer as the “data exporter” and Sonora as the “data importer.”

3.2 For purposes of the EU SCCs the parties agree that:

3.2.1 In Clause 7, the optional docking clause will not apply;

3.2.2 In Clause 9, Option 2 will apply and the time period for prior notice of Subprocessor changes will be as set forth in Section 5.1 of this DPA;

3.2.3 In Clause 11, the optional language will not apply;

3.2.4 For the purpose of Clause 17, the EU SCCs shall be governed by the laws of Ireland;

3.2.5 For the purpose of Clause 18(b), the parties agree to submit to the jurisdiction of the courts of Ireland;

3.2.6 For Annex I, Section A (List of Parties), (i) the data exporter’s and the data importer’s identity and contact details and, where applicable, information about their respective data protection officer and/or representative in the EEA are those set forth in the Agreement or as otherwise communicated by each party to the other party; (ii) Customer is a controller, and Sonora is a processor; (iii) the activities relevant to the data transferred under the EU SCCs relate to the provision of the Services pursuant to the Agreement; and (iv) entering into this DPA shall be treated as each party’s signature of Annex I, Section A, as of the effective date of this DPA;

3.2.7 For Annex I, Section B (Description of Transfer): (i) Schedule 1 to this DPA describes Sonora’s Processing of Customer Personal Data; (ii) the frequency of the transfer is continuous (for as long as Customer uses the Services); (iii) Customer Personal Data will be retained in accordance with Clause 8.5 of the EU SCCs and this DPA; (iv) Sonora uses Subprocessors to support the provision of the Services.

3.2.8 For Annex I, Section C (Competent Supervisory Authority), the competent supervisory authority identified in accordance with Clause 13 of the EU SCCs is the competent supervisory authority communicated by Customer to Sonora. Unless and until Customer communicates a competent supervisory authority to Sonora, the competent supervisory authority shall be the Irish Data Protection Commission.

3.2.9 For the purposes of Annex II, data importer has implemented and will maintain appropriate technical and organizational measures to protect the security, confidentiality and integrity of Customer Personal Data as described at Sonora’s technical and security program documentation made available at https://trust.usesonora.com/ (the “TOMS Page”).

3.3 For the purposes of the UK Addendum parties agree that Part 1, tables 1, 2 and 3 of the UK SCCs will be deemed to be completed like the equivalent provisions in the EU SCCs. For the purpose of Part 1, Table 4, the party that may end the UK Addendum in accordance with Section 19 of the UK Addendum is the importer.

4. Confidentiality and Security

4.1 Sonora will require Sonora’s personnel who access Customer Personal Data to commit to protect the confidentiality of Customer Personal Data.

4.2 Sonora will implement commercially reasonable technical and organisational measures, as further described at the TOMS Page, that are designed to protect against accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Personal Data.

4.3 To the extent required by Data Protection Laws, Sonora will provide Customer with reasonable assistance as necessary for the fulfilment of Customer’s obligations under Data Protection Laws to maintain the security of Customer Personal Data.

5. Subprocessing

5.1 Customer agrees that Sonora may use the third-party suppliers listed at https://trust.usesonora.com/subprocessors (the “Subprocessor List”) to Process Customer Personal Data on its behalf for the provision of the Services under the Agreement (each a “Subprocessor”). Sonora will inform Customer of any intended changes concerning the addition or replacement of Subprocessors by posting to the Subprocessors List which shall have a mechanism allowing Customer to subscribe to notifications of new Subprocessors (“Notification Mechanism”), and sending email notification to Customers who have subscribed to the Notification Mechanism. If Customer does not subscribe to such notifications, Customer shall be deemed to have received notice of a New Subprocessor when such changes are posted to the Subprocessors List. Customer will have an opportunity to object to such changes on reasonable grounds within seven days after being notified. In response to Customer’s reasonable objection, the parties will work together in good faith to determine an appropriate resolution.

5.2 Sonora will be liable to Customer for breaches of this DPA caused by its Subprocessors’ acts and omissions as it would be for its own.

6. Data Subject Rights

Customer is responsible for responding to any Data Subject requests relating to Customer Personal Data (“Requests”). If Sonora receives any Requests during the term, Sonora will advise the Data Subject to submit the request directly to Customer. Sonora will provide Customer with self-service functionality or other reasonable assistance to permit Customer to respond to Requests.

7. Security Incidents

Upon becoming aware of a Security Incident affecting Customer Personal Data, Sonora will (i) promptly take measures designed to remediate the Security Incident and (ii) notify Customer without undue delay. Customer is solely responsible for complying with Security Incident notification requirements applicable to Customer. At Customer’s request, Sonora will reasonably assist Customer’s efforts to notify Security Incidents to the competent data protection authorities and/or affected Data Subjects, if Customer is required to do so under the Data Protection Laws. Sonora’s notice of or response to a Security Incident under this Section 7 will not be an acknowledgement or admission by Sonora of any fault or liability with respect to the Security Incident.

8. Data Protection Impact Assessment; Prior Consultation

Taking into account the nature of the Processing and the information available to Sonora, Sonora will reasonably assist Customer in conducting data protection impact assessments and consultation with data protection authorities if Customer is required to engage in such activities under applicable Data Protection Laws and such assistance is necessary and relates to the Processing by Sonora of Customer Personal Data.

9. Deletion of Customer Personal Data

Customer instructs Sonora to delete Customer Personal Data within 90 days of the termination of the Agreement and delete existing copies unless applicable law requires otherwise. The parties agree that the certification of deletion described in Clause 8.5 of the EU SCCs and Clause 12 of the UK SCCs, if applicable, shall be provided only upon Customer’s written request. Notwithstanding the foregoing, Sonora may retain Customer Personal Data to the extent and for the period required by applicable laws provided that Sonora maintains the confidentiality of all such Customer Personal Data and Processes such Customer Personal Data only as necessary for the purpose(s) specified in the applicable laws requiring its storage.

10. Audits

10.1 Customer may audit Sonora’s compliance with its obligations under this DPA up to once per year. In addition, Customer may perform more frequent audits (including inspections) in the event: (1) Sonora suffers a Security Incident affecting Customer Personal Data; (2) Customer has genuine, documented concerns regarding Sonora’s compliance with this DPA or the Data Protection Laws; or (3) where required by the Data Protection Laws, including where mandated by regulatory or governmental authorities with jurisdiction over Customer Personal Data. Sonora will contribute to such audits by providing Customer or Customer’s regulatory or governmental authority with the information and assistance reasonably necessary to conduct the audit, including any relevant records of Processing activities applicable to the Service, as described below.

10.2 To request an audit, Customer must submit a detailed proposed audit plan to support@sonora.cx at least one month in advance of the proposed audit start date. The proposed audit plan must describe the proposed scope, duration, start date of the audit, and the identity of any third party Customer intends to appoint to perform the audit. Sonora will review the proposed audit plan and provide Customer with any concerns or questions (for example, Sonora may object to the third party auditor as described in Section 10.3, provide an Audit Report as described in Section 10.4, or identify any requests for information that could compromise Sonora confidentiality obligations or security, privacy, employment or other relevant policies). The parties will negotiate in good faith to agree on a final audit plan at least two weeks in advance of the proposed audit start date. Nothing in this Section 10 shall require Sonora to breach any duties of confidentiality.

10.3 Sonora may object to third party auditors that are, in Sonora’s reasonable opinion, not suitably qualified or independent, a competitor of Sonora, or otherwise manifestly unsuitable. Customer will appoint another auditor or conduct the audit itself if the parties cannot resolve the objection after negotiating in good faith.

10.4 If the requested audit scope is addressed in an SSAE 16/ISAE 3402 Type 2, ISO, NIST or similar audit report performed by a qualified third party auditor on Sonora’s systems that Process Customer Personal Data (“Audit Reports”) within twelve (12) months of Customer’s audit request and Sonora confirms there are no known material changes in the controls audited, Customer agrees to accept the Audit Report in lieu of requesting an audit of the controls covered by the Audit Report.

10.5 The audit must be conducted at a mutually agreeable time during regular business hours at the applicable facility, subject to the agreed final audit plan and Sonora’s health and safety or other relevant policies and may not unreasonably interfere with Sonora business activities.

10.6 Any audits are at Customer’s expense and Customer will promptly disclose to Sonora any perceived non-compliance or security concerns discovered during the audit, together with all relevant details.

10.7 The parties agree that the audits described in Clause 8.9 of the EU SCCs and Clause 5(f) of the UK SCCs, if applicable, shall be performed in accordance with this Section 10.

11. Analytics Data

Customer acknowledges and agrees that Sonora may create and derive from Processing related to the Service anonymized and/or aggregated data that does not identify or relate to Customer or any Data Subject (“Analytics Data”), and use, publicize or share with third parties such Analytics Data to improve the Service and for Sonora’s other legitimate business purposes in accordance with Data Protection Laws.

12. Liability

12.1 Each party’s liability towards the other party under or in connection with this DPA will be limited in accordance with the provisions of the Agreement.

12.2 Customer acknowledges that Sonora is reliant on Customer for direction as to the extent to which Sonora is entitled to Process Customer Personal Data on behalf of Customer in performance of the Service. Consequently, Sonora will not be liable under the Agreement for any claim brought by a Data Subject arising from (a) any action or omission by Sonora in compliance with Customer’s instructions or (b) from Customer’s failure to comply with its obligations under the Data Protection Laws.

13. General Provisions

With regard to the subject matter of this DPA, in the event of inconsistencies between the provisions of this DPA and the Agreement, the provisions of this DPA shall prevail. In the event of inconsistencies between the DPA and the Standard Contractual Clauses, the Standard Contractual Clauses will prevail.

Schedule 1 — Details of Processing

1. Categories of Data Subjects. This DPA applies to Sonora’s Processing of Customer Personal Data relating to Customer’s employees, contractors, business contacts, and clients/consumers (“Data Subjects”).

2. Types of Personal Data. The extent of Customer Personal Data Processed by Sonora is determined and controlled by Customer in its sole discretion and includes user ID, passwords, information regarding business contacts of the Customer, and any other Personal Data that may be transmitted through the Service by Data Subjects.

3. Subject-Matter and Nature of the Processing. Customer Personal Data will be subject to the Processing activities that Sonora needs to perform in order to provide the Service pursuant to the Agreement.

4. Purpose of the Processing. Sonora will Process Customer Personal Data for purposes of providing the Service as set out in the Agreement.

5. Duration of the Processing. Customer Personal Data will be Processed for the duration of the Agreement, subject to Section 9 of the DPA.