Data Protection Addendum

This Data Protection Addendum (“Addendum”) forms part of the agreement between Customer and PeopleKeys covering Customer’s use of the System (as defined below and in the Terms of Use https://privacy.peoplekeys.com/terms-use/ ) (“Agreement”).

I. Introduction

1. Definitions.

“Applicable Data Protection Law” refers to all laws and regulations applicable to PeopleKeys’ processing of personal data under the Agreement.
“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.
“Customer Account Data” means personal data that relates to Customer’s relationship with PeopleKeys, including the names or contact information of individuals authorized by Customer to access Customer’s account, and billing information of individuals that Customer has associated with its account. Customer Account Data also includes any data PeopleKeys may need to collect for the purpose of identity verification (including providing the MFA Services, as defined below).
“Customer Content” means (a) personal data exchanged as a result of using the System (as defined below), such as text message bodies, voice and video media, images, email bodies, email recipients, sound, and, where applicable, details Customer submits to the System from its designated software applications and services and (b) data stored on Customer’s behalf, such as communication logs within the System or marketing campaign data that Customer has uploaded to the System (as defined below).
“Customer Data” has the meaning given in the Agreement. Customer Data includes Customer Account Data, Customer Usage Data, Customer Content, and Sensitive Data, each as defined in this Addendum.
“Customer Usage Data” means data processed by PeopleKeys for the purposes of transmitting or exchanging Customer Content utilizing phone numbers either through the Public Switched Telephone Network (PSTN) or by way of other communication networks. Customer Usage Data includes data used to identify the source and destination of a communication, such as (a) individual data subjects’ telephone numbers, data on the location of the device generated in the context of providing the System, and the date, time, duration and the type of communication and (b) activity logs used to identify the source of Service requests, optimize and maintain performance of the System, and investigate and prevent system abuse.
“EEA” means the European Economic Area
“EU Standard Contractual Clauses (SCCs)” means the Standard Contractual Clauses approved by the European Commission in decision 2021/914.
“EU GDPR” means 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, and repealing Directive 95/46/EC.
“European Data Protection Law” means, as applicable: (a) the GDPR; and/or (b) the Swiss FDPA.
“European Law” means, as applicable: (a) EU or EU Member State law (if the EU GDPR applies to the processing of Customer Personal Data); and (b) the law of the UK or a part of the UK (if the UK GDPR applies to the processing of Customer Personal Data).
“GDPR” means, as applicable: (a) the EU GDPR; and/or (b) the UK GDPR.
“Multi Factor Authentication Services” or “MFA Services” means the provision of a portion of the System under which Customer adds an additional factor for verification of Customer’s end users’ identity in connection with such end users’ use of Customer’s software applications or services.
“Personal Data” means any information relating to an identified or identifiable natural person (“data subject”). An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier, such as a name, an identification number, location data, an online identifier, or one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
“PeopleKeys Privacy Policy” means the privacy policy for the System, the current version of which is available at https://privacy.peoplekeys.com/privacy-policy.
“Processor” means the entity which processes personal data on behalf of the controller.
“Processing” (and “process”) means any operation or set of operations 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.
“Security Incident” means a confirmed or reasonably suspected accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Data.
“Sensitive Data” means (a) social security number, passport number, driver’s license number, or similar identifier (or any portion thereof); (b) credit or debit card number (other than the truncated (last four digits) of a credit or debit card), financial information, banking account numbers, or passwords; (c) employment, financial, genetic, biometric, or health information; (d) racial, ethnic, political or religious affiliation, trade union membership, or information about sexual life or sexual orientation; (e) account passwords, mother’s maiden name, or date of birth; (f) criminal history; or (g) any other information or combinations of information that falls within the definition of “special categories of data” under GDPR or any other applicable law or regulation relating to privacy and data protection.
“Services” means the products and services provided by PeopleKeys or its Affiliates, as applicable, that are (a) used by Customer, including, without limitation, products and services that are on a trial basis or otherwise free of charge or (b) ordered by Customer under an Order Form. Services include products and services that provide both (x) platform services, including access to any application programming interface (“PeopleKeys API”) and (y) where applicable, communications services used in connection with the PeopleKeys APIs.
“Sub-processor” means (a) PeopleKeys, when PeopleKeys is processing Customer Content and where Customer is a processor of such Customer Content or (b) any third-party processor engaged by PeopleKeys to process Customer Content in order to provide the System to Customer. For the avoidance of doubt, telecommunication providers are not sub-processors.
“Swiss FDPA“ means the Federal Data Protection Act of 19 June 1992 (Switzerland).
“Third Party Request” means any request, correspondence, inquiry, or complaint from a data subject, regulatory authority, or third party.
“UK GDPR” means the EU GDPR as amended and incorporated into UK law under the UK European Union (Withdrawal) Act 2018, and applicable secondary legislation made under that Act.
“UK International Data Transfer Agreement” means the International Data Transfer Addendum to the EU Commission Standard Contractual Clauses issued by the UK Information Commissioner, Version B1.0, in force 21 March 2022.

Capitalized terms not defined in this Section 1 will have the meaning given to them in this Addendum or the Agreement.

II. Controller and Processor

2. Relationship of the Parties.

2.1. PeopleKeys as a Processor. The parties acknowledge and agree that with regard to the processing of Customer Content, Customer may act either as a controller or processor and PeopleKeys is a processor. PeopleKeys will process Customer Content in accordance with Customer’s instructions as set forth in Section 5 (Customer Instructions).

2.2. PeopleKeys as a Controller of Customer Account Data. The parties acknowledge that, with regard to the processing of Customer Account Data, Customer is a controller and PeopleKeys is an independent controller, not a joint controller with Customer. PeopleKeys will process Customer Account Data as a controller in order to (a) manage the relationship with Customer; (b) carry out PeopleKeys’ core business operations, such as accounting and filing taxes; (c) detect, prevent, or investigate security incidents, fraud, and other abuse or misuse of the System; (d) perform identity verification; (e) comply with PeopleKeys’ legal or regulatory obligation to retain Customer Account Data; and (f) as otherwise permitted under Applicable Data Protection Law and in accordance with this Addendum, the Agreement, and the PeopleKeys Privacy Notice.

2.3. PeopleKeys as a Controller of Customer Usage Data. The parties acknowledge that, with regard to the processing of Customer Usage Data, Customer may act either as a controller or processor and PeopleKeys is an independent controller, not a joint controller with Customer. PeopleKeys will process Customer Usage Data as a controller in order to carry out the necessary functions as a communications service provider, such as: (a) PeopleKeys’ accounting, tax, billing, audit, and compliance purposes; (b) to provide, optimize, and maintain the System, platform and security; (c) to investigate fraud, spam, wrongful or unlawful use of the System; (d) as required by applicable law or regulation; or (e) as otherwise permitted under Applicable Data Protection Law and in accordance with this Addendum, the Agreement, and the PeopleKeys Privacy Notice.

3. Purpose Limitation. PeopleKeys will process personal data in order to provide the System in accordance with the Agreement. Appendix 1 (Details of Processing) of this Addendum further specifies the nature and purpose of the processing, the processing activities, the duration of the processing, the types of personal data and categories of data subjects

4. Compliance. Customer is responsible for ensuring that (a) it has complied, and will continue to comply, with Applicable Data Protection Law in its use of the System and its own processing of personal data and (b) it has, and will continue to have, the right to transfer, or provide access to, personal data to PeopleKeys for processing in accordance with the terms of the Agreement and this Addendum.

III. PeopleKeys as a Processor – Processing Customer Content

5. Customer Instructions. Customer appoints PeopleKeys as a processor to process Customer Content on behalf of, and in accordance with, Customer’s instructions (a) as set forth in the Agreement, this Addendum, and as otherwise necessary to provide the System to Customer, and which includes investigating security incidents and preventing spam, fraudulent activity, and violations of the PeopleKeys Acceptable Use Policy, and detecting and preventing network exploits or abuse; (b) as necessary to comply with applicable law or regulation, including Applicable Data Protection Law; and (c) as otherwise agreed in writing between the parties (“Permitted Purposes”).

5.1. Lawfulness of Instructions. Customer will ensure that its instructions comply with Applicable Data Protection Law. Customer acknowledges that PeopleKeys is neither responsible for determining which laws or regulations are applicable to Customer’s business nor whether PeopleKeys’ provision of the System meets or will meet the requirements of such laws or regulations. Customer will ensure that PeopleKeys’ processing of Customer Content, when done in accordance with Customer’s instructions, will not cause PeopleKeys to violate any applicable law or regulation, including Applicable Data Protection Law. PeopleKeys will inform Customer if it becomes aware, or reasonably believes, that Customer’s instructions violate any applicable law or regulation, including Applicable Data Protection Law.

5.2. Additional Instructions. Additional instructions outside the scope of the Agreement or this Addendum will be agreed to between the parties in writing, including any additional fees that may be payable by Customer to PeopleKeys for carrying out such additional instructions.

6. Confidentiality

6.1. Responding to Third-Party Requests. In the event any Third-Party Request is made directly to PeopleKeys in connection with PeopleKeys’ processing of Customer Content, PeopleKeys will promptly inform Customer and provide details of the same, to the extent legally permitted. PeopleKeys will not respond to any Third-Party Request without Customer’s prior consent, except as legally required to do so or to confirm that such Third-Party Request relates to Customer.

6.2. Confidentiality Obligations of PeopleKeys Personnel. PeopleKeys will ensure that any person it authorizes to process Customer Content has agreed to protect personal data in accordance with PeopleKeys’ confidentiality obligations in the Agreement.

7. Sub-processors

7.1. Authorization for Onward Sub-processing. Customer provides a general authorization for PeopleKeys to engage onward sub-processors that is conditioned on the following requirements:

a) PeopleKeys will restrict the onward sub-processor’s access to Customer Content only to what is strictly necessary to provide the System, and PeopleKeys will prohibit the sub-processor from processing the personal data for any other purpose;

b) PeopleKeys agrees to impose contractual data protection obligations, including appropriate technical and organizational measures to protect personal data, on any sub-processor it appoints that require such sub-processor to protect Customer Content to the standard required by Applicable Data Protection Law, including the requirements set forth in Appendix 3 (Jurisdiction Specific Terms) of this Addendum; and

c) PeopleKeys will remain liable for any breach of this Addendum that is caused by an act, error, or omission of its sub-processors.

7.2. Current Sub-processors and Notification of Sub-processor Changes. Customer consents to PeopleKeys engaging third party sub-processors to process Customer Content within the System for the Permitted Purposes provided that PeopleKeys maintains an up-to-date list of its sub-processors at https://privacy.peoplekeys.com/terms-use/subprocessors/, which contains a mechanism for Customer to subscribe to notifications of new sub-processors. If Customer subscribes to such notifications, PeopleKeys will provide details of any change in sub-processors as soon as reasonably practicable. With respect to changes in infrastructure providers, PeopleKeys will endeavor to give written notice sixty (60) days prior to any change, but in any event will give written notice no less than thirty (30) days prior to any such change. With respect to PeopleKeys’ other sub-processors, PeopleKeys will endeavor to give written notice thirty (30) days prior to any change, but will give written notice no less than ten (10) days prior to any such change.

7.3. Objection Right for new Sub-processors. Customer may object to PeopleKeys’ appointment or replacement of a sub-processor prior to its appointment or replacement, provided such objection is in writing and based on reasonable grounds relating to data protection. In such an event, the parties agree to discuss commercially reasonable alternative solutions in good faith. If the parties cannot reach a resolution within ninety (90) days from the date of PeopleKeys’ receipt of Customer’s written objection, Customer may discontinue the use of the affected Services by providing written notice to PeopleKeys. Such discontinuation will be without prejudice to any fees incurred by Customer prior to the discontinuation of the affected Services. If no objection has been raised prior to PeopleKeys replacing or appointing a new sub-processor, PeopleKeys will deem Customer to have authorized the new sub-processor.

8. Data Subject Rights. As part of the System, PeopleKeys provides Customer with a number of self-service features, including the ability to delete, obtain a copy of, or restrict use of Customer Content. Customer may use these self-service features to assist in complying with its obligations under Applicable Data Protection Law with respect to responding to requests from data subjects via the System at no additional cost. To the extent Customer does not have the ability to resolve a data subject request through the self-service features, upon Customer’s request, PeopleKeys will provide reasonable additional and timely assistance to assist Customer in complying with its data protection obligations with respect to data subject rights under Applicable Data Protection Law.

9. Impact Assessments and Consultations. PeopleKeys will provide reasonable cooperation to Customer in connection with any data protection impact assessment (at Customer’s expense only if such reasonable cooperation will require PeopleKeys to assign significant resources to that effort) or consultations with regulatory authorities that may be required in accordance with Applicable Data Protection Law.

10. Return or Deletion of Customer Content. PeopleKeys will, in accordance with Section 3 (Duration of the Processing) of Appendix 1 (Details of Processing) of this Addendum, delete or return to Customer any Customer Content stored within the System.

10.1. Extension of Addendum. Upon termination of the Agreement, PeopleKeys may retain Customer Content in storage for the time periods set forth in Appendix 1 (Details of Processing) of this Addendum, provided that PeopleKeys will ensure that Customer Content (a) is processed only as necessary for the Permitted Purposes and (b) remains protected in accordance with the terms of the Agreement, this Addendum, and Applicable Data Protection Law.

10.2. Retention Required by Law. Notwithstanding anything to the contrary in this Section 10, PeopleKeys may retain Customer Content, or any portion of it, if required by applicable law or regulation, including Applicable Data Protection Law, provided such Customer Content remains protected in accordance with the terms of the Agreement, this Addendum, and Applicable Data Protection Law.

IV. Security and Audits

11. Security

11.1. Security Measures. PeopleKeys has implemented and will maintain the technical and organizational security measures as set forth in the Agreement. Additional information about PeopleKeys’ technical and organizational security measures to protect Customer Data is set forth in the Security Overview.

11.2. Determination of Security Requirements. Customer acknowledges the System include certain features and functionalities that Customer may elect to use which impact the security of Customer Data processed by Customer’s use of the System, such as, but not limited to, encryption of voice recordings, availability of multi-factor authentication on Customer’s account, or optional Transport Layer Security (TLS) encryption. Customer is responsible for reviewing the information PeopleKeys makes available regarding its data security, including its audit reports, and making an independent determination as to whether the System meet the Customer’s requirements and legal obligations, including its obligations under Applicable Data Protection Law. Customer is further responsible for properly configuring the System and using features and functionalities made available by PeopleKeys to maintain appropriate security in light of the nature of Customer Data processed as a result of Customer’s use of the System.

11.3. Security Incident Notification. PeopleKeys will provide notification of a Security Incident in the following manner:

a) PeopleKeys will, to the extent permitted by applicable law, notify Customer without undue delay, but in no event later than seventy-two (72) hours after PeopleKeys’ discovery of a Security Incident impacting Customer Data of which PeopleKeys is a processor;

b) PeopleKeys will, to the extent permitted and required by applicable law, notify Customer without undue delay of any Security Incident involving Customer Data of which PeopleKeys is a controller; and

c) PeopleKeys will notify Customer of any Security Incident via email to the email address(es) designated by Customer in Customer’s account.

11.4. PeopleKeys will make reasonable efforts to identify a Security Incident, and to the extent a Security Incident is caused by PeopleKeys’ violation of this Addendum, remediate the cause of such Security Incident. PeopleKeys will provide reasonable assistance to Customer in the event that Customer is required under Applicable Data Protection Law to notify a regulatory authority or any data subjects impacted by a Security Incident.

12. Audits. The parties acknowledge that Customer must be able to assess PeopleKeys’ compliance with its obligations under Applicable Data Protection Law and this Addendum, insofar as PeopleKeys is acting as a processor on behalf of Customer.

12.1. PeopleKeys’ Audit Program. PeopleKeys uses external auditors to verify the adequacy of its security measures with respect to its processing of Customer Content. Such audits are performed at least once annually at PeopleKeys’ expense by independent third-party security professionals at PeopleKeys’ selection and result in the generation of a confidential audit report (“Audit Report”).

12.2. Customer Audit. Upon Customer’s written request at reasonable intervals, and subject to reasonable confidentiality controls, PeopleKeys will make available to Customer a copy of PeopleKeys’ most recent Audit Report. Customer agrees that any audit rights granted by Applicable Data Protection Law will be satisfied by these Audit Reports. To the extent that PeopleKeys’ provision of an Audit Report does not provide sufficient information or Customer is required to respond to a regulatory authority audit, Customer agrees to a mutually agreed-upon audit plan with PeopleKeys that: (a) ensures the use of an independent third party; (b) provides written notice to PeopleKeys in a timely fashion; (c) requests access only during business hours; (d) accepts billing to Customer at PeopleKeys’ then-current rates; (e) occurs no more than once annually; (f) restricts its findings to only data relevant to Customer; and (g) obligates Customer, to the extent permitted by law or regulation, to keep confidential any information gathered that, by its nature, should be confidential.

V.International Provisions

13. Jurisdiction Specific Terms. To the extent PeopleKeys processes personal data originating from and protected by Applicable Data Protection Law in one of the jurisdictions listed in Appendix 3 (Jurisdiction Specific Terms) of this Addendum, the terms specified in Appendix 3 with respect to the applicable jurisdiction(s) apply in addition to the terms of this Addendum.

14. Cross Border Data Transfer Mechanisms for Data Transfers. To the extent Customer’s use of the System requires an onward transfer mechanism to lawfully transfer personal data from a jurisdiction (i.e., the European Economic Area, the United Kingdom, Switzerland, or any other jurisdiction listed in Appendix 3 (Jurisdiction Specific Terms) of this Addendum) to PeopleKeys located outside of that jurisdiction (“Transfer Mechanism”), the terms set forth in Appendix 2 (Cross Border Transfer Mechanisms) of this Addendum will apply.

VI.Miscellaneous

15. Cooperation and Data Subject Rights. In the event that either party receives (a) any request from a data subject to exercise any of its rights under Applicable Data Protection Law (including its rights of access, correction, objection, erasure, and data portability, as applicable) or (b) any Third-Party Request relating to the processing of Customer Account Data or Customer Usage Data conducted by the other party, such party will promptly inform such other party in writing. The parties agree to cooperate, in good faith, as necessary to respond to any Third-Party Request and fulfill their respective obligations under Applicable Data Protection Law.

16. Conflict. In the event of any conflict or inconsistency among the following documents, the order of precedence will be: (1) the applicable terms set forth in Appendix 3 (Jurisdiction Specific Terms) of this Addendum; (2) the terms of this Addendum outside of Appendix 3 (Jurisdiction Specific Terms); (3) the Agreement; and (4) the PeopleKeys Privacy Notice. Any claims brought in connection with this Addendum will be subject to the terms and conditions, including, without limitation, the exclusions and limitations set forth in the Agreement.

17. Failure to Perform. In the event that changes in law or regulation render performance of this Addendum impossible or commercially unreasonable, the parties may renegotiate this Addendum in good faith. If renegotiation would not cure the impossibility or the parties cannot reach an agreement, the parties may mutually agree to terminate the Agreement for convenience.

18. Updates. PeopleKeys may update the terms of this Addendum from time to time; provided, however, PeopleKeys will provide at least thirty (30) days prior written notice to Customer when an update is required as a result of (a) changes in Applicable Data Protection Law; (b) a merger, acquisition, or other similar transaction; or (c) the release of new products or services or material changes to any of the existing Services. The then-current terms of this Addendum are available at https://privacy.peoplekeys.com/terms-use/data-protection-addendum/.

Appendix 1

DETAILS OF PROCESSING

1. Nature and Purpose of the Processing. PeopleKeys will process personal data as necessary to provide the System under the Agreement. PeopleKeys does not sell Customer’s personal data or Customer end users’ personal data and does not share such end users’ information with third parties for compensation or for those third parties’ own business interests.

1.1 Customer Content. PeopleKeys will process Customer Content as a processor in accordance with Customer’s instructions as set forth in Section 5 (Customer Instructions) of this Addendum.

1.2 Customer Account Data. PeopleKeys will process Customer Account Data as a controller for the purposes set forth in Section 2.2 (PeopleKeys as a Controller of Customer Account Data) of this Addendum.

1.3 Customer Usage Data. PeopleKeys will process Customer Usage Data as a controller for the purposes set forth in Section 2.3 (PeopleKeys as a Controller of Customer Usage Data) of this Addendum.

2. Processing Activities.

2.1 Customer Content. Personal data contained in Customer Content will be subject to the following basic processing activities:

(a) the provision of programmable communication products and services, primarily offered in the form of application programming interfaces (APIs), to Customer, including transmittal to or from Customer’s software applications, services and designated third parties as directed by customer, by way of communications networks. Storage of personal data on PeopleKeys’ network.

(b) the provision of products and services which allow the transmission and delivery of email communications on behalf of Customer to its recipients. PeopleKeys may also provide Customer with analytic reports regarding the email communications it sends on Customer's behalf. Storage of personal data on PeopleKeys’ network.

(c) the provision of products and services which allow Customers to integrate, manage and control their data relating to end users. Storage of personal data on PeopleKeys’ network.

2.2 Customer Account Data. Personal data contained in Customer Account Data will be subject to the processing activities of providing the System.

2.3 Customer Usage Data. Personal data contained in Customer Usage Data will be subject to the processing activities of providing the System.

3. Duration of the Processing. The period for which personal data will be retained and the criteria used to determine that period is as follows:

3.1 Customer Content. Prior to the termination of the Agreement, (x) PeopleKeys will process stored Customer Content for the Permitted Purposes until Customer elects to delete such Customer Content via the System and (y) Customer agrees that it is solely responsible for deleting Customer Content via the System. Upon termination of the Agreement, PeopleKeys will (i) provide Customer thirty (30) days after the termination effective date to obtain a copy of any stored Customer Content via the System; (ii) automatically delete any stored Customer Content thirty (30) days after the termination effective date; and (iii) automatically delete any stored Customer Content on PeopleKeys’ back-up systems sixty (60) days after the termination effective date. Any Customer Content archived on PeopleKeys’ back-up systems will be securely isolated and protected from any further processing, except as otherwise required by applicable law or regulation.

3.2 Customer Account Data. PeopleKeys will process Customer Account Data as long as required (a) to provide the System to Customer; (b) for PeopleKeys’ legitimate business needs; or (c) by applicable law or regulation. Customer Account Data will be stored in accordance with the PeopleKeys Privacy Notice.

3.3 Customer Usage Data. Upon termination of the Agreement, PeopleKeys may retain, use, and disclose Customer Usage Data for the purposes set forth in Section 1.3 (Customer Usage Data) of this Appendix 1, subject to the confidentiality obligations set forth in the Agreement. PeopleKeys will anonymize or delete Customer Usage Data when PeopleKeys no longer requires it for the purposes set forth in Section 1.3 (Customer Usage Data) of this Appendix 1.

4. Categories of Data Subjects

4.1 Customer Content. Customer’s end users.

4.2 Customer Account Data. Customer’s employees and individuals authorized by Customer to access Customer’s PeopleKeys account or make use of the MFA Services received from PeopleKeys.

4.3 Customer Usage Data. Customer’s end users.

5. Categories of Personal Data. PeopleKeys processes personal data contained in Customer Account Data, Customer Content, and Customer Usage Data.

6. Sensitive Data or Special Categories of Data.

6.1 Customer Content. Sensitive Data may, from time to time, be processed via the System where Customer or its end users choose to include Sensitive Data within the communications that are transmitted using the System. Customer is responsible for ensuring that suitable safeguards are in place prior to transmitting or processing, or prior to permitting Customer’s end users to transmit or process, any Sensitive Data via the System.

6.2 Customer Account Data and Customer Usage Data.

a) Customer Account Data does not contain Sensitive Data.

b) Customer Usage Data does not contain Sensitive Data.

Appendix 2

CROSS BORDER DATA TRANSFER MECHANISMS

1. Cross Border Data Transfer Mechanisms.

1.1. Order of Precedence. In the event the Services are covered by more than one Transfer Mechanism, the transfer of personal data will be subject to a single Transfer Mechanism in accordance with the following order of precedence: (a) the EU Standard Contractual Clauses as set forth in Section 1.2 (EU Standard Contractual Clauses) of this Appendix 2; (b) the UK International Data Transfer Agreement as set forth in Section 1.3 (UK International Data Transfer Agreement) of this Appendix 2; and, if neither (a) nor (b) is applicable, then (d) other applicable data Transfer Mechanisms permitted under Applicable Data Protection Law.

1.2. EU Standard Contractual Clauses. The parties agree that the EU Standard Contractual Clauses will apply to personal data that is transferred via the Services from the EEA or Switzerland, either directly or via onward transfer, to any country or recipient outside the EEA or Switzerland that is: (a) not recognized by the European Commission (or, in the case of transfers from Switzerland, the competent authority for Switzerland) as providing an adequate level of protection for personal data. For data transfers from the EEA that are subject to the EU Standard Contractual Clauses, the EU Standard Contractual Clauses will be deemed entered into (and incorporated into this Addendum by this reference) and completed as follows:

a) Module One (Controller to Controller) of the EU Standard Contractual Clauses will apply where (i) PeopleKeys is processing Customer Account Data and (ii) Customer is a controller of Customer Usage Data and PeopleKeys is processing Customer Usage Data;

b) Module Two (Controller to Processor) of the EU Standard Contractual Clauses will apply where Customer is a controller of Customer Content and PeopleKeys is processing Customer Content;

c) Module Three (Processor to Processor) of the EU Standard Contractual Clauses will apply where Customer is a processor of Customer Content and PeopleKeys is processing Customer Content;

d) Module Four (Processor to Controller) of the EU Standard Contractual Clauses will apply where Customer is a processor of Customer Usage Data and PeopleKeys processes Customer Usage Data; and

e) For each Module, where applicable:

i) in Clause 7 of the EU Standard Contractual Clauses, the optional docking clause will not apply;

ii) in Clause 9 of the EU Standard Contractual Clauses, Option 2 will apply and the time period for prior written notice of sub-processor changes will be as set forth in Section 7.2 (Current Sub-processors and Notification of Sub-processor Changes) of this Addendum;

iii) in Clause 11 of the EU Standard Contractual Clauses, the optional language will not apply;

iv) in Clause 17 (Option 1), the EU Standard Contractual Clauses will be governed by Irish law;

v) in Clause 18(b) of the EU Standard Contractual Clauses, disputes will be resolved before the courts of Ireland;

vi) in Annex I, Part A of the EU Standard Contractual Clauses:
Data Exporter: Customer
Contact details: The email address(es) designated by Customer in Customer’s account via its notification preferences.

Data Exporter Role: The Data Exporter’s role is set forth in Section 2 (Relationship of the Parties) of this Addendum.

Signature and Date: By entering into the Agreement, Data Exporter is deemed to have signed these EU Standard Contractual Clauses incorporated herein, including their Annexes, as of the effective date of the Agreement.

Data Importer: PeopleKeys Inc.

Contact details: PeopleKeys Privacy Team - privacy@PeopleKeys.com
Data Importer Role: The Data Importer’s role is set forth in Section 2 (Relationship of the Parties) of this Addendum.

Signature and Date: By entering into the Agreement, Data Importer is deemed to have signed these EU Standard Contractual Clauses, incorporated herein, including their Annexes, as of the effective date of the Agreement;

vii) in Annex I, Part B of the EU Standard Contractual Clauses (vii) in Annex I, Part B of the EU Standard Contractual Clauses:

(1) The categories of data subjects are set forth in Section 4 of Appendix 1 (Details of Processing) of this Addendum.

(2) The Sensitive Data transferred is set forth in Section 6 of Appendix 1 (Details of Processing) of this Addendum.

(3) The frequency of the transfer is a continuous basis for the duration of the Agreement.

(4) The nature of the processing is set forth in Section 1 of Appendix 1 (Details of Processing) of this Addendum.

(5) The purpose of the processing is set forth in Section 1 of Appendix 1 (Details of Processing) of this Addendum.

(6) The period for which the personal data will be retained is set forth in Section 3 of Appendix 1 (Details of Processing) of this Addendum.

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

viii) in Annex I, Part C of the EU Standard Contractual Clauses: The Irish Data Protection Commission will be the competent supervisory authority; and

ix) Appendix 1 (Technical and Organizational Security Measures) of the Security Overview serves as Annex II of the EU Standard Contractual Clauses.

1.3 UK International Data Transfer Agreement. The parties agree that the UK International Data Transfer Agreement will apply to personal data that is transferred via the Services from the United Kingdom, either directly or via onward transfer, to any country or recipient outside of the United Kingdom that is: (a) not recognized by the competent United Kingdom regulatory authority or governmental body for the United Kingdom as providing an adequate level of protection for personal data and (b) not covered by the PeopleKeys BCRs. For data transfers from the United Kingdom that are subject to the UK International Data Transfer Agreement, the UK International Data Transfer Agreement will be deemed entered into (and incorporated into this Addendum by this reference) and completed as follows:

a) In Table 1 of the UK International Data Transfer Agreement, the parties’ details and key contact information is located in Section 1.2 (e)(vi) of this Appendix 2.

b) In Table 2 of the UK International Data Transfer Agreement, information about the version of the Approved EU SCCs, modules and selected clauses which this UK International Data Transfer Agreement is appended to is located in Section 1.2 (EU Standard Contractual Clauses) of this Appendix 2.

c) In Table 3 of the UK International Data Transfer Agreement:

(1) The list of Parties is located in Section 1.2(e)(vi) of this Appendix 2.

(2) The description of the transfer is set forth in Section 1 (Nature and Purpose of the Processing) of Appendix 1 (Details of the Processing).

(3) Annex II is located in Appendix 1 (Technical and Organizational Security Measures) of the Security Overview.

(4) The list of sub-processors is located at https://privacy.peoplekeys.com/terms-use/subprocessors/ .

d) In Table 4 of the UK International Data Transfer Agreement, both the Importer and the exporter may end the UK International Data Transfer Agreement in accordance with the terms of the UK International Data Transfer Agreement.

1.4 Conflict. To the extent there is any conflict or inconsistency between the EU Standard Contractual Clauses or UK International Data Transfer Agreement and any other terms in this Addendum, including Appendix 3 (Jurisdiction Specific Terms), the Agreement, or the PeopleKeys Privacy Notice, the provisions of the EU Standard Contractual Clauses or UK International Data Transfer Agreement, as applicable, will prevail.

Appendix 3

JURISDICTION SPECIFIC TERMS

1. Australia:

1.1. The definition of “Applicable Data Protection Law” includes the Australian Privacy Principles and the Australian Privacy Act (1988).

1.2. The definition of “personal data” includes “Personal Information” as defined under Applicable Data Protection Law.

1.3. The definition of “Sensitive Data” includes “Sensitive Information” as defined under Applicable Data Protection Law.

2. Brazil:

2.1. The definition of “Applicable Data Protection Law” includes the Lei Geral de Proteção de Dados (LGPD).

2.2. The definition of “Security Incident” includes a security incident that may result in any relevant risk or damage to data subjects.

2.3. The definition of “processor” includes “operator” as defined under Applicable Data Protection Law.

3. California:

3.1. The definition of “Applicable Data Protection Law” includes the California Consumer Privacy Act (CCPA).

3.2. The definition of “personal data” includes “Personal Information” as defined under Applicable Data Protection Law and, for clarity, includes any Personal Information contained within Customer Account Data, Customer Content, and Customer Usage Data.

3.3. The definition of “data subject” includes “Consumer” as defined under Applicable Data Protection Law. Any data subject rights, as set forth in Section 8 (Data Subject Rights) of this Addendum, apply to Consumer rights. In regards to data subject requests, PeopleKeys can only verify a request from Customer and not from Customer’s end user or any third party.

3.4. The definition of “controller” includes “Business” as defined under Applicable Data Protection Law.

3.5. The definition of “processor” includes “Service Provider” as defined under Applicable Data Protection Law.

3.6. PeopleKeys will process, retain, use, and disclose personal data only as necessary to provide the Services under the Agreement, which constitutes a business purpose. PeopleKeys agrees not to (a) sell (as defined by the CCPA) Customer’s personal data or Customer end users’ personal data; (b) retain, use, or disclose Customer’s personal data for any commercial purpose (as defined by the CCPA) other than providing the Services; or (c) retain, use, or disclose Customer’s personal data outside of the scope of the Agreement. PeopleKeys understands its obligations under the Applicable Data Protection Law and will comply with them.

3.7. PeopleKeys certifies that its sub-processors, as set forth in Section 7 (Sub-processors) of this Addendum, are Service Providers under Applicable Data Protection Law, with whom PeopleKeys has entered into a written contract that includes terms substantially similar to this Addendum. PeopleKeys conducts appropriate due diligence on its sub-processors.

3.8. PeopleKeys will implement and maintain reasonable security procedures and practices appropriate to the nature of the personal data it processes as set forth in Section 11 (Security) of this Addendum.

4. Canada:

4.1. The definition of “Applicable Data Protection Law” includes the Federal Personal Information Protection and Electronic Documents Act (PIPEDA).

4.2. PeopleKeys’ sub-processors, as set forth in Section 7 (Sub-processors) of this Addendum, are third parties under Applicable Data Protection Law, with whom PeopleKeys has entered into a written contract that includes terms substantially similar to this Addendum. PeopleKeys has conducted appropriate due diligence on its sub-processors.

4.3. PeopleKeys will implement technical and organizational measures as set forth in Section 11 (Security) of this Addendum.

5. European Economic Area (EEA):

5.1. The definition of “Applicable Data Protection Law” includes the General Data Protection Regulation (EU 2016/679) (“GDPR”).

5.2. When PeopleKeys engages a sub-processor under Section 7.1 (Authorization for Onward Sub-processing) of this Addendum, it will:

a) require any appointed sub-processor to protect the Customer Content to the standard required by Applicable Data Protection Law, such as including the same data protection obligations referred to in Article 28(3) of the GDPR, in particular providing sufficient guarantees to implement appropriate technical and organizational measures in such a manner that the processing will meet the requirements of the GDPR, and

b) require any appointed sub-processor to (i) agree in writing to only process personal data in a country that the European Union has declared to have an “adequate” level of protection or (ii) only process personal data on terms equivalent to the EU Standard Contractual Clauses or pursuant to a Binding Corporate Rules approval granted by competent European Union data protection authorities.

5.3. Notwithstanding anything to the contrary in this Addendum or in the Agreement (including, without limitation, either party’s indemnification obligations), neither party will be responsible for any GDPR fines issued or levied under Article 83 of the GDPR against the other party by a regulatory authority or governmental body in connection with such other party’s violation of the GDPR.

5.4. Customer acknowledges that PeopleKeys, as a controller, may be required under Applicable Data Protection Law to notify a regulatory authority of Security Incidents involving Customer Usage Data. If a regulatory authority requires PeopleKeys to notify impacted data subjects with whom PeopleKeys does not have a direct relationship (e.g., Customer’s end users), PeopleKeys will notify Customer of this requirement. Customer will provide reasonable assistance to PeopleKeys to notify the impacted data subjects.

6. Israel:

6.1. The definition of “Applicable Data Protection Law” includes the Protection of Privacy Law (PPL).

6.2. The definition of “controller” includes “Database Owner” as defined under Applicable Data Protection Law.

6.3. The definition of “processor” includes “Holder” as defined under Applicable Data Protection Law.

6.4. PeopleKeys will require that any personnel authorized to process Customer Content comply with the principle of data secrecy and have been duly instructed about Applicable Data Protection Law. Such personnel sign confidentiality agreements with PeopleKeys in accordance with Section 6 (Confidentiality) of this Addendum.

6.5. PeopleKeys must take sufficient steps to ensure the privacy of data subjects by implementing and maintaining the security measures as specified in Section 11 (Security) of this Addendum and complying with the terms of the Agreement.

6.6. PeopleKeys must ensure that the personal data will not be transferred to a sub-processor unless such sub-processor has executed an agreement with PeopleKeys pursuant to Section 7.1 (Authorization for Onward Sub-processing) of this Addendum.

7. Japan:

7.1. The definition of “Applicable Data Protection Law” includes the Act on the Protection of Personal Information (APPI).

7.2. The definition of “personal data” includes “Personal Information” as defined under Applicable Data Protection Law.

7.3. The definition of “controller” includes “Business Operator” as defined under Applicable Data Protection Law. As a Business Operator, PeopleKeys is responsible for the handling of personal data in its possession.

7.4. The definition of “processor” includes a business operator entrusted by the Business Operator with the handling of personal data in whole or in part (also a “trustee”), as defined under Applicable Data Protection Law. As a trustee, PeopleKeys will ensure that the use of the entrusted personal data is securely controlled.

8. Mexico:

8.1. The definition of “Applicable Data Protection Law” includes the Federal Law for the Protection of Personal Data Held by Private Parties and its Regulations (FLPPIPPE).

8.2. When acting as a processor, PeopleKeys will:

a) treat personal data in accordance with Customer’s instructions set forth in Section 5 (Customer Instructions) of this Addendum;

b) process personal data only to the extent necessary to provide the Services;

c) implement security measures in accordance with Applicable Data Protection Law and Section 11 (Security) of this Addendum;

d) keep confidentiality regarding the personal data processed in accordance with the Agreement;

e) delete all personal data upon termination of the Agreement in accordance with Section 10 (Return or Deletion of Customer Content) of this Addendum; and

f) only transfer personal data to sub-processors in accordance with Section 7 (Sub-processors) of this Addendum.

9. Singapore:

9.1. The definition of “Applicable Data Protection Law” includes the Personal Data Protection Act 2012 (PDPA).

9.2. PeopleKeys will process personal data to a standard of protection in accordance with the PDPA by implementing adequate technical and organizational measures as set forth in Section 11 (Security) of this Addendum and complying with the terms of the Agreement.

10. Switzerland:

10.1. The definition of “Applicable Data Protection Law” includes the Swiss Federal Act on Data Protection.

10.2. When PeopleKeys engages a sub-processor under Section 7.1 (Authorization for Onward Sub-processing) of this Addendum, it will:

b) require any appointed sub-processor to (i) agree in writing to only process personal data in a country that Switzerland has declared to have an “adequate” level of protection or (ii) only process personal data on terms equivalent to the EU Standard Contractual Clauses or pursuant to a Binding Corporate Rules approval granted by competent European Union data protection authorities.

11. United Kingdom (UK):

11.1. References in this Addendum to GDPR will to that extent be deemed to be references to the corresponding laws of the United Kingdom (including the UK GDPR and Data Protection Act 2018).

11.2. When PeopleKeys engages a sub-processor under Section 7.1 (Authorization for Onward Sub-processing) of this Addendum, it will:

11.2.1. require any appointed sub-processor to protect the Customer Content to the standard required by Applicable Data Protection Law, such as including the same data protection obligations referred to in Article 28(3) of the GDPR, in particular providing sufficient guarantees to implement appropriate technical and organizational measures in such a manner that the processing will meet the requirements of the GDPR, and

11.2.2. require any appointed sub-processor to (i) agree in writing to only process personal data in a country that the United Kingdom has declared to have an “adequate” level of protection or (ii) only process personal data on terms equivalent to the UK International Data Transfer Agreement or pursuant to a Binding Corporate Rules approval granted by competent United Kingdom data protection authorities.

11.3. Notwithstanding anything to the contrary in this Addendum or in the Agreement (including, without limitation, either party’s indemnification obligations), neither party will be responsible for any UK GDPR fines issued or levied under Article 83 of the UK GDPR against the other party by a regulatory authority or governmental body in connection with such other party’s violation of the UK GDPR.

11.4. Customer acknowledges that PeopleKeys, as a controller, may be required under Applicable Data Protection Law to notify a regulatory authority of Security Incidents involving Customer Usage Data. If a regulatory authority requires PeopleKeys to notify impacted data subjects with whom PeopleKeys does not have a direct relationship (e.g., Customer’s end users), PeopleKeys will notify Customer of this requirement. Customer will provide reasonable assistance to PeopleKeys to notify the impacted data subjects.

Last update: 24 May 2022