Data Processing Addendum

This Data Processing Addendum (“Addendum”) forms part of the Subscription Agreement and relevant Order Form (“Agreement”) and shall apply only to the extent that Unixi Inc. (“Unixi”) Processes Personal Data (as defined below) on behalf of Customer.

The terms used in this Addendum shall have the meanings set forth in this Addendum. Capitalised terms not otherwise defined herein shall have the meaning given to them in the Agreement. Except as modified below, the terms of the Agreement shall remain in full force and effect.

In consideration of the mutual obligations set out herein, the parties agree that the terms and conditions set out below shall be added as an Addendum to the Agreement. Except where the context requires otherwise, references in this Addendum to the Agreement are to the Agreement as amended, and including, this Addendum.

• Definitions

In this Addendum, the following terms shall have the meanings set out below and cognate terms shall be construed accordingly:

1. 1. “Applicable Laws” means; any other applicable law in respect of which Unixi or Customer is subject to;
   2. “California Privacy Laws” means the California Consumer Privacy Act of 2018 (“CCPA”), including as modified by the California Privacy Rights Act of 2020 (“CPRA”), as amended or superseded from time to time.
   3. “Customer Personal Data” means any Personal Data which may be processed by Unixi or a Sub-processor on behalf of Customer, pursuant to or in connection with the Agreement;
   4. “Data Protection Legislation” any data protection and privacy law applicable to Unixi when providing its Services to Customer.
   5. “EU” means the European Union;
   6. “EEA” means the European Economic Area which includes all EU countries as well as Iceland, Liechtenstein and Norway;
   7. “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 (General Data Protection Regulation) as amended from time to time or any regulation replacing the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016, and the relevant applicable data protection law;
   8. “SCC” means the applicable module of the standard clauses for the transfer of Personal Data pursuant to the European Commission Implementing Decision (EU) 2021/914 of 4 June 2021 on 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 available at:
   9. https://eur-lex.europa.eu/legal-content/EN/TXT/PDF/?uri=CELEX:32021D0914&from=EN and as applicable, supplemented by the UK addendum (“UK Addendum”) to the European Commission’s Standard Contractual Clauses for international data transfers available at:
   10. https://ico.org.uk/media/for-organisations/documents/4019539/international-data-transfer-addendum.pdf
   11. “UK GDPR” means the GDPR as transposed into United Kingdom national law by operation 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.
   12. “Services” means Unixi’s proprietary Software-as-a-Service platform that safeguards Customer’s enterprise from identity theft cyber-attacks. The Services are provided via browser extension that seamlessly integrates with any browser, shielding Customer’s organization from phishing, spear phishing, and other malicious attempts to exploit the need of authentication.
   13. “Sub-processor” means any person (excluding an employee of Unixi) appointed by or on behalf of Unixi to Process Personal Data on behalf of Customer in connection with the Agreement;
   14. “Supervisory Authority” means (a) an independent public authority which is established by a member state of the European Union pursuant to Article 51 GDPR; and (b) any similar regulatory authority responsible for the enforcement of Data Protection Legislation;
   15. “Term” means the term of the Agreement, as defined therein.
   16. The terms “Controller“, “Processor“, “Data Subject“, “Member State“, “Personal Data“, “Personal Data Breach“, and “Processing” shall have the same meaning as in the GDPR, or, where applicable, their equivalent terms under Applicable Data Protection Legislation, and their cognate terms shall be construed accordingly.

2. Processing of Customer Personal Data
   1. The parties acknowledge that Customer is the Controller and shall comply with the obligations of a Controller under the Data Protection Legislation and that Unixi is acting in the capacity of a Processor. Customer will comply with all obligations applicable to a Controller pursuant to the Data Protection Legislation.
   2. Unixi shall Process Customer Personal Data on the documented instructions of Customer, unless otherwise required by an Applicable Law to which UNIXi is subject. In which case, Unixi shall notify Customer if, in its opinion, any instruction infringes the Data Protection Legislation or other Applicable Law, unless that law prohibits such notification. Such notification will not constitute a general obligation on the part of Unixi to monitor or interpret the laws applicable to Customer, and such notification will not constitute legal advice to Customer.
   3. Customer warrants that it has all the necessary rights to provide the Personal Data to Unixi for the Processing to be performed in relation to the Services, and that one or more lawful bases set forth in the Data Protection Legislation support the lawfulness of the Processing. To the extent required by the Data Protection Legislation, Customer is responsible for ensuring that all necessary privacy notices are provided to Data Subjects, and unless another legal basis set forth in the Data Protection Legislation supports the lawfulness of the Processing, that any necessary Data Subject consents to the Processing are obtained, and for ensuring that a record of such consent is maintained. Should such consent be revoked by a Data Subject, Customer is responsible for communicating the fact of such revocation to Unixi, and Unixi will act pursuant to Customer’s instructions as seems appropriate.
   4. Annex 1 to this Addendum sets out certain information and describes the manner in which Personal Data may be processed by Unixi. Customer warrants it is an accurate reflection of the Processing activities pursuant to this Addendum and the Agreement. The nature of the Processing operations will depend on the scope of the Services and the nature of the Personal Data that Customer provides in its sole discretion, in a manner by which Unixi finds appropriate to provide the required Services.
   5. In case Customer determines that any the California Privacy Laws are applicable to Unixi in relation to the Services provided under the Agreement and requires to impose on Unixi requirements that are beyond such that are set forth in this Addendum, Customer shall notify Unixi accordingly of such requirements.
   6. In case Customer is subject to the California Privacy Laws, Unixi certifies that it understands the rules, requirements and definitions of the California Privacy Laws and agrees to refrain from selling (as such term is defined in the California Privacy Laws) any Customer Personal Data Processed hereunder, nor take any action that would cause any disclosure of Customer Personal Data to or from Unixi under the Agreement or this DPA to qualify as “selling” such Customer Personal Data under the California Privacy Laws. Unixi will reasonably cooperate and assist Customer with meeting Customer’s California Privacy Laws compliance obligations and responding to California Privacy Laws related inquiries, including responding to verifiable consumer requests, taking into account the nature of UNIXi’s Processing and the information available to UNIXi

• Confidentiality

1. 1. Without prejudice to any existing contractual arrangements between the parties, Unixi shall ensure that any person that it authorises to Process the Personal Data on its behalf, shall be subject to a duty of confidentiality.

• Security

1. 1. Taken into account the measures required by the Data Protection Legislation, and the state of the art, the costs of implementation and nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural person, Unixi shall implement appropriate technical and organizational measures to ensure a level of security of the Processing of Personal Data appropriate to the risk. Such measures are detailed in Annex 2, may be updated by Unixi from time to time, provided that such updates shall not materially decrease the protection of Personal Data for Data Subjects.
   2. Customer acknowledges that the security requirements are constantly changing and that effective security requires frequent evaluation and regular improvements of outdated security measures. Customer will therefore evaluate the measures implemented in accordance with section 4 on an on-going basis in order to maintain compliance with the requirements set forth in this section. The parties will negotiate in good faith, the cost, if any, to implement changes required by specific updated security requirements set forth in Data Protection Legislation or by data protection authorities of competent jurisdiction.

• Sub-processing

1. 1. Customer authorises Unixi to appoint (and permit each Sub-processor to appoint) Sub-processors in accordance with Annex 3 to this Addendum and any restrictions in the Agreement. Unixi shall inform Customer as soon as reasonably practicable of any intended changes concerning the addition or replacement of any of the Authorised Sub-Processors that will Process any Customer Personal Data (“New Sub-Processor”).
   2. If, within 14 calendar days of receipt of that notice, Customer notifies Unixi in writing of any objections made on reasonable grounds, to the proposed appointment of a New Sub-Processor, the parties will endeavour to agree (acting reasonably), without undue delay, the commercially reasonable steps to be taken to ensure that the new Sub-processor is compliant with the Data Protection Legislation.
   3. In the absence of a resolution, Unixi will make commercially reasonable efforts to provide Customer with the same level of Service described in the Agreement, without using the objected Sub-Processor to Process Customer Personal Data.
   4. Where the Customer reasonably argues, that the risks involved with the sub-processing activities are still unacceptable, in the context of the Data Protection Legislation and in relation to the appropriate steps, within the requisite time frame, the parties shall promptly seek to resolve the issues. Where the parties are unable to resolve the issues within such time frame, Customer’s sole remedy will be to terminate the Agreement.
   5. With respect to each Sub-processors, Unixi shall ensure that the Sub-processor is bound by data protection obligations compatible with those of the Data Processor under this Addendum.

• Data Subject Rights

1. 1. Customer shall comply with requests received from Data Subjects to exercise their rights pursuant to the Data Protection Legislation.
   2. When Customer is unable to perform according to section 6.1, and therefore requires Unixi assistance, while taking into account the nature of the Processing, Unixi shall assist Customer, upon Customer’s request and at the Customer’s cost, by using appropriate technical and organisational measures, insofar as this is possible to comply with requests to exercise data protection rights, under the Data Protection Legislation.

• Personal Data Breach

1. 1. When Unixi becomes aware of an incident that has a material impact on the Processing of Customer Personal Data that is the subject to the Agreement, it shall notify Customer about the incident. Unixi shall cooperate with Customer and follow Customer’s instructions with regard to such incident, to enable Customer to perform an investigation into the incident, formulate a correct response and take suitable further steps in respect to the incident.
   2. Where the incident is reasonably likely to require a data breach notification by Customer under the Data Protection Legislation, Unixi will assist Customer, at the Customer’s cost with the notification process.
   3. On the basis of such notification, where applicable Customer shall notify the Personal Data Breach to the competent Supervisory Authority in case required under the Data Protection Legislation and to the extent required, shall communicate the required information regarding the Personal Data Breach to the relevant Data Subject.
   4. Unixi shall, at Customer’s cost, cooperate with Customer and take the reasonable commercial steps which shall reasonably be instructed by Customer, to assist in the investigation and mitigation of every occurring Personal Data Breach.

• Deletion or Return of Customer Personal Data

1. 1. Subject to section ‎8.2, Customer may in its discretion by written notice to Unixi within 30 calendar days of the cessation date, require Unixi to (a) return a complete copy of all Customer Personal Data to Customer; and (b) delete all other copies of Customer Personal Data Processed by Processor. Unixi shall comply with any such written request within 60 calendar days of the cessation date.
   2. Unixi may retain Customer Personal Data to the extent and for such period as required by Applicable Laws.

• Audit Rights

1. 1. Subject to section ‎9.2 and ‎9.3, Unixi shall make available to Customer upon a reasonable request, information which is reasonably necessary to demonstrate compliance with this Addendum.
   2. Where applicable, if Customer is not otherwise satisfied by its audit rights pursuant to the Agreement, Unixi shall, at the Customer’s costs, allow for audits, including inspections, by an auditor mandated by Customer (subject to section ‎9.3 where auditor shall be subject to written confidentiality obligations in relation to such information) in relation to the Processing of Customer Personal Data by Unixi, provided that:
      1. Customer shall give Unixi a reasonable notice of any audit or inspection to be conducted; and
      2. Customer shall take reasonable steps to ensure (and shall procure that each of its mandated auditors) to minimize disruption to the Processor’s business, in the course of such audit or inspection, while such audits or inspections shall be conducted during normal working hours.