Data Processing Agreement (DPA)

EU and UK Data Processing Addendum

This EU and UK Data Processing Addendum (“DPA”) supplements the Master Subscription Agreement (the “Agreement”) entered into by and between the customer signing this DPA (“Customer”) and PlatCo(“Company”). By executing the DPA in accordance with Section 11 herein,Customer enters into this DPA on behalf of itself and, to the extent required under applicable Data Protection Laws (defined below), in the name and on behalf of itsAffiliates (defined below), if any. This DPA incorporates the terms of the Agreement, and any terms not defined in this DPA shall have the meaning set forth in the Agreement.

1. Definitions

1.1. “Affiliate” means (i) an entity of which a party directly or indirectly owns fifty percent (50%) or more of the stock or other equity interest, (ii) an entity that owns at least fifty percent (50%) or more of the stock or other equity interest of a party, or (iii) an entity which is under common control with a party by having at least fifty percent (50%) or more of the stock or other equity interest of such entity and a party owned by the same person, but such entity shall only be deemed to be an Affiliate so long as such ownership exists.

1.2. “Authorized Sub-Processor” means a third-party who has a need to know or otherwise access Customer’s Personal Data to enable Company to perform its obligations under this DPA or the Agreement, and who is either (1)listed in Exhibit B or (2) subsequently authorized under Section 4.2 of thisDPA.

1.3. “Company Account Data” means personal data thatrelates to Company’s relationship with Customer, including the names or contactinformation of individuals authorized by Customer to access Customer’s account andbilling information of individuals that Customer has associated with its account.Company Account Data also includes any data Company may need to collect for thepurpose of managing its relationship with Customer, identity verification, or asotherwise required by applicable laws and regulations.

1.4. “Company Usage Data” means Service usage datacollected and processed by Company in connection with the provision of the Services,including without limitation data used to identify the source and destination ofa communication, activity logs, and data used to optimize and maintain performanceof the Services, and to investigate and prevent system abuse.

1.5. “Data Exporter” means Customer.

1.6. “Data Importer” means Company.

1.7. “Data Protection Laws” means any applicable laws and regulations in any relevant jurisdiction relating to the use or processing ofPersonal Data including: (i) the California Consumer Privacy Act (“CCPA”),(ii) the General Data Protection Regulation (Regulation (EU) 2016/679) (“EU GDPR”)and the EU GDPR as it forms part of the law of England and Wales by virtue of section3 of the European Union (Withdrawal) Act 2018 (the “UK GDPR”) (together, collectively, the “GDPR”), (iii) the Swiss Federal Act on Data Protection, ; (iv)the UK Data Protection Act 2018; and (v) the Privacy and Electronic Communications(EC Directive) Regulations 2003; in each case, as updated, amended or replaced from time to time. The terms “Data Subject”, “Personal Data”, “PersonalData Breach”, “processing”, “processor,” “controller,”and “supervisory authority” shall have the meanings set forth in the GDPR.

1.8. “EU SCCs” means the standard contractual clausesapproved by the European Commission in Commission Decision 2021/914 dated 4 June2021, for transfers of personal data to countries not otherwise recognized as offeringan adequate level of protection for personal data by the European Commission (asamended and updated from time to time), as modified by Section 6.2 of this DPA.

1.9. “ex-EEA Transfer” means the transfer of PersonalData, which is processed in accordance with the GDPR, from the Data Exporter tothe Data Importer (or its premises) outside the European Economic
Area (the “EEA”), and such transfer is not governed by an adequacy decision madeby the European Commission in accordance with the relevant provisions of the GDPR.

1.10. “ex-UK Transfer” means the transfer of PersonalData covered by Chapter V of the UK GDPR, which is processed in accordance with the UK GDPR and the Data Protection Act 2018, from the Data Exporter to the DataImporter (or its premises) outside the United Kingdom (the “UK”), and such transfer is not governed by an adequacy decision made by the Secretary of State in accordance with the relevant provisions of the UK GDPR and the Data Protection Act 2018.

1.11. “Services” shall have the meaning set forth in the Agreement.

1.12. “Standard Contractual Clauses” means the EU SCCs and the UK SCCs.

1.13. “UK SCCs” means the EU SCCs, as amended by theUK Addendum.

2. Relationship of the Parties; Processing of Data

2.1. The parties acknowledge and agree that with regard to the processing of Personal Data, Customer may act either as a controller or processor and, except as expressly set forth in this DPA or the Agreement, Company is a processor.Customer shall, in its use of the Services, at all times process Personal Data, and provide instructions for the processing of Personal Data, in compliance withData Protection Laws. Customer shall ensure that the processing of Personal Data in accordance with Customer’s instructions will not cause Company to be in breach of the Data Protection Laws. Customer is solely responsible for the accuracy, quality, and legality of (i) the Personal Data provided to Company by or on behalf of Customer,(ii) the means by which Customer acquired any such Personal Data, and (iii) the instructions it provides to Company regarding the processing of such Personal Data.Customer shall not provide or make available to Company any Personal Data in violation of the Agreement or otherwise inappropriate for the nature of the Services, and shall indemnify Company from all claims and losses in connection therewith.

2.2. Company shall not process Personal Data (i) for purposes other than those set forth in the Agreement and/or Exhibit A, (ii) in a manner inconsistent with the terms and conditions set forth in this DPA or any other documented instructions provided by Customer, including with regard to transfers of personal data to a third country or an international organization, unless required to do so by Supervisory Authority to which the Company is subject; in such a case, theCompany shall inform the Customer of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest, or(iii) in violation of Data Protection Laws. Customer hereby instructs Company to process Personal Data in accordance with the foregoing and as part of any processing initiated by Customer in its use of the Services.

2.3. The subject matter, nature, purpose, and duration of this processing, as well as the types of Personal Data collected and categories of Data Subjects, are described in Exhibit A to this DPA.

2.4. Following completion of the Services, at Customer’s choice, Company shall return or delete Customer’s Personal Data, unless further storage of such Personal Data is required or authorized by applicable law. If return or destruction is impracticable or prohibited by law, rule or regulation, Company shall take measures to block such Personal Data from any further processing (except to the extent necessary for its continued hosting or processing required by law, rule or regulation) and shall continue to appropriately protect the Personal Data remaining in its possession, custody, or control. If Customer and Company have entered into Standard Contractual Clauses as described in Section 6 (Transfers of PersonalData), the parties agree that the certification of deletion of Personal Data that is described in Clause 8.1(d) and Clause 8.5 of the EU SCCs (as applicable) shall be provided by Company to Customer only upon Customer’s request.

2.5. CCPA. Except with respect to Company Account Data and Company Usage Data, the parties acknowledge and agree that Company is a service provider for the purposes of the CCPA (to the extent it applies) and is receiving personal information from Customer in order to provide the Services pursuant to the Agreement, which constitutes a business purpose. Company shall not sell any such personal information. Company shall not retain, use or disclose any personal information provided by Customer pursuant to the Agreement except as necessary for the specific purpose of performing the Services for Customer pursuant to the Agreement, or otherwise as set forth in the Agreement or as permitted by the CCPA. The terms “personal information,” “service provider,” “sale,”and “sell” are as defined in Section 1798.140 of the CCPA. Company certifies that it understands the restrictions of this Section 2.5.

3. Confidentiality

Company shall ensure that any person it authorizes to process Personal Data has agreed to protectPersonal Data in accordance with Company’s confidentiality obligations in theAgreement. Customer agrees that Company may disclose Personal Data to its advisers, auditors or other third parties as reasonably required in connection with the performance of its obligations under this DPA, the Agreement, or the provision of Services to Customer.

4. Authorized Sub-Processors

4.1. Customer acknowledges and agrees that Company may(1) engage its Affiliates as well as the Authorized Sub-Processors on the List(defined below) to access and process Personal Data in connection with theServices and (2) from time to time engage additional third parties for the purpose of providing the Services, including without limitation the processing of Personal Data. By way of this DPA, Customer provides general written authorization to Company to engage sub-processors as necessary to perform the Services.

4.2. A list of Company’s current Authorized Sub-Processors (the “List”) is available to Customer at https://humanitec.com/policies/dpa. Such List may be updated by Company from time to time. Company will provide a mechanism to subscribe to notifications (which may include but are not limited to email notifications) of new Authorized Sub-Processors andCustomer, if it wishes, will subscribe to such notifications where available.If Customer does not subscribe to such notifications, Customer waives any right it may have to receive prior notice of changes to Authorized Sub-Processors. At least ten (10) days before enabling any third party other than existing Authorized Sub-Processors to access or participate in the processing ofPersonal Data, Company will add such third party to the List and notify subscribers, including Customer, via the aforementioned notifications. Customer may object to such an engagement by informing Company in writing within ten(10) days of receipt of the aforementioned notice by Customer, provided such objection is in writing and based on reasonable grounds relating to data protection. Customer acknowledges that certain sub-processors are essential to providing the Services and that objecting to the use of a sub-processor may prevent Company from offering the Services to Customer.

4.3. If Customer reasonably objects to an engagement in accordance with Section 4.2, and Company cannot provide a commercially reasonable alternative within a reasonable period of time, Customer may discontinue the use of the affected Service by providing written notice to Company. Discontinuation shall not relieve Customer of any fees owed to Company under the Agreement.

4.4. If Customer does not object to the engagement of a third party in accordance with Section 4.2 within ten(10) days of notice by Company, that third party will be deemed an Authorized Sub-Processor for the purposes of this DPA.

4.5. Company will enter into a written agreement with the Authorized Sub-Processor imposing on the Authorized Sub-Processor data protection obligations comparable to those imposed onCompany under this DPA with respect to the protection of Personal Data. In case an Authorized Sub-Processor fails to fulfill its data protection obligations under such written agreement with Company, Company will remain liable toCustomer for the performance of the Authorized Sub-Processor’s obligations under such agreement.

4.6. If Customer and Company have entered into StandardContractual Clauses as described in Section 6 (Transfers of Personal Data), (i)the above authorizations will constitute Customer’s prior written consent to the subcontracting by Company of the processing of Personal Data if such consent is required under the Standard Contractual Clauses, and (ii) the parties agree that the copies of the agreements with Authorized Sub-Processors that must be provided by Company to Customer pursuant to Clause 9(c) of the EU SCCs may have commercial information, or information unrelated to the StandardContractual Clauses or their equivalent, removed by the Company beforehand, and that such copies will be provided by the Company only upon request by Customer.

5. Security of Personal Data

Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, Company shall maintain appropriate technical and organizational measures to ensure a level of security appropriate to the risk of processing Personal Data. Exhibit C sets forth additional information about Company’s technical and organizational security measures.

6. Transfers of Personal Data

6.1. The parties agree that Company may transferPersonal Data processed under this DPA outside the EEA, the UK, or Switzerland as necessary to provide the Services. Customer acknowledges that Company’s primary processing operations take place in the United States, and that the transfer of Customer’s Personal Data to the United States is necessary for the provision of the Services to Customer. If Company transfers Personal Data protected under this DPA to a jurisdiction for which the European Commission has not issued an adequacy decision, Company will ensure that appropriate safeguards have been implemented for the transfer of Personal Data in accordance with Data Protection Laws.

6.2. Ex-EEA Transfers. The parties agree that ex-EEA Transfers are made pursuant to the EUSCCs, which are deemed entered into (and incorporated into this DPA by this reference) and completed as follows:

6.2.1. Module One (Controller toController) of the EU SCCs apply when Company is processing Personal Data as a controller pursuant to Section 9 of this DPA.

6.2.2. Module Two (Controller toProcessor) of the EU SCCs apply when Customer is a controller and Company is processing Personal Data for Customer as a processor pursuant to Section 2 of this DPA.

6.2.3. Module Three (Processor toSub-Processor) of the EU SCCs apply when Customer is a processor and Company is processing Personal Data on behalf of Customer as a sub-processor.

6.3. For each module, where applicable the following applies:

6.3.1. The optional docking clause in Clause 7 does not apply.

6.3.2. In Clause 9, Option 2(general written authorization) applies, and the minimum time period for prior notice of sub-processor changes shall be as set forth in Section 4.2 of thisDPA;

6.3.3. In Clause 11, the optional language does not apply;

6.3.4. All square brackets inClause 13 are hereby removed;

6.3.5. In Clause 17 (Option 1),the EU SCCs will be governed by Ireland law.

6.3.6. In Clause 18(b), disputes will be resolved before the courts of Ireland;

6.3.7. Exhibit B to this DPA contains the information required in Annex I and Annex III of the EU SCCs;

6.3.8. Exhibit C to this DPA contains the information required in Annex II of the EUSCCs; and

6.3.9. By entering into this DPA, the parties are deemed to have signed the EU SCCs incorporated herein, including their Annexes.

6.4. Ex-UK Transfers. The parties agree that ex-UK Transfers are made pursuant to the UKSCCs, which are deemed entered into and incorporated into this DPA by reference, and amended and completed in accordance with the UK Addendum, which is incorporated herein as Exhibit D of this DPA.

6.5. Transfers from Switzerland. The parties agree that transfers from Switzerland are made pursuant to the EU SCCs with the following modifications:

6.5.1. The terms “General DataProtection Regulation” or “Regulation (EU) 2016/679” as utilized in the EU SCCs shall be interpreted to include the Federal Act on Data Protection of 19 June1992 (the “FADP,” and as revised as of 25 September 2020, the “RevisedFADP”) with respect to data transfers subject to the FADP.

6.5.2. The terms of the EU SCCs shall be interpreted to protect the data of legal entities until the effective date of the Revised FADP.

6.5.3. Clause 13 of the EU SCCs is modified to provide that the Federal Data Protection and InformationCommissioner (“FDPIC”) of Switzerland shall have authority over data transfers governed by the FADP and the appropriate EU supervisory authority shall have authority over data transfers governed by the GDPR. Subject to the foregoing, all other requirements of Section 13 shall be observed.

6.5.4. The term “EU Member State”as utilized in the EU SCCs shall not be interpreted in such a way as to excludeData Subjects in Switzerland from exercising their rights in their place of habitual residence in accordance with Clause 18(c) of the EU SCCs.

6.6. Supplementary Measures. In respect of any ex-EEA Transfer or ex-UK Transfer, the following supplementary measures shall apply:

6.6.1. As of the date of this DPA, the Data Importer has not received any formal legal requests from any government intelligence or security service/agencies in the country to which the Personal Data is being exported, for access to (or for copies of) Customer’sPersonal Data (“Government Agency Requests”);

6.6.2. If, after the date of thisDPA, the Data Importer receives any Government Agency Requests, Company shall attempt to redirect the law enforcement or government agency to request that data directly from Customer. As part of this effort, Company may provideCustomer’s basic contact information to the government agency. If compelled to disclose Customer’s Personal Data to a law enforcement or government agency,Company shall give Customer reasonable notice of the demand and cooperate to allow Customer to seek a protective order or other appropriate remedy unlessCompany is legally prohibited from doing so. Company shall not voluntarily disclose Personal Data to any law enforcement or government agency. DataExporter and Data Importer shall (as soon as reasonably practicable) discuss and determine whether all or any transfers of Personal Data pursuant to thisDPA should be suspended in the light of the such Government Agency Requests; and

6.6.3. The Data Exporter and DataImporter will meet as needed to consider whether:
(i) the protection afforded by the laws of the country of the Data Importer to data subjects whose Personal Data is being transferred is sufficient to provide broadly equivalent protection to that afforded in the EEA or the UK, whichever the case may be;
(ii) additional measures are reasonably necessary to enable the transfer to be compliant with the Data Protection Laws; and
(iii) it is still appropriate for Personal Data to be transferred to the relevant Data Importer, taking into account all relevant information available to the parties, together with guidance provided by the supervisory authorities.

6.6.4. If Data Protection Laws require the Data Exporter to execute the Standard Contractual Clauses applicable to a particular transfer of Personal Data to a Data Importer as a separate agreement, the Data Importer shall, on request of the Data Exporter, promptly execute such Standard Contractual Clauses incorporating such amendments as may reasonably be required by the Data Exporter to reflect the applicable appendices and annexes, the details of the transfer and the requirements of the relevant Data Protection Laws.

6.6.5. If either (i) any of the means of legitimizing transfers of Personal Data outside of the EEA or UK set forth in this DPA cease to be valid or (ii) any supervisory authority requires transfers of PersonalData pursuant to those means to be suspended, then Data Importer may by notice to the Data Exporter, with effect from the date set out in such notice, amend or put in place alternative arrangements in respect of such transfers, as required by Data Protection Laws.

7. Rights of Data Subjects

7.1. Company shall, to the extent permitted by law, notify Customer upon receipt of a request by a Data Subject to exercise theData Subject’s right of: access, rectification, erasure, data portability, restriction or cessation of processing, withdrawal of consent to processing, and/or objection to being subject to processing that constitutes automated decision-making (such requests individually and collectively “Data SubjectRequest(s)”). If Company receives a Data Subject Request in relation toCustomer’s data, Company will advise the Data Subject to submit their request to Customer and Customer will be responsible for responding to such request, including, where necessary, by using the functionality of the Services.Customer is solely responsible for ensuring that Data Subject Requests for erasure, restriction or cessation of processing, or withdrawal of consent to processing of any Personal Data are communicated to Company, and, if applicable, for ensuring that a record of consent to processing is maintained with respect to each Data Subject.

7.2. Company shall, at the request of the Customer, and taking into account the nature of the processing applicable to any Data Subject Request, apply appropriate technical and organizational measures to assist Customer in complying with Customer’s obligation to respond to such Data Subject Request and/or in demonstrating such compliance, where possible, provided that (i) Customer is itself unable to respond without Company’s assistance and (ii) Company is able to do so in accordance with all applicable laws, rules, and regulations.Customer shall be responsible to the extent legally permitted for any costs and expenses arising from any such assistance by Company.

8. Actions and Access Requests; Audits

8.1. Company shall, taking into account the nature of the processing and the information available to Company, provide Customer with reasonable cooperation and assistance where necessary for Customer to comply with its obligations under the GDPR to conduct a data protection impact assessment and/or to demonstrate such compliance, provided that Customer does not otherwise have access to the relevant information. Customer shall be responsible to the extent legally permitted for any costs and expenses arising from any such assistance by Company.

8.2. Company shall, taking into account the nature of the processing and the information available to Company, provide Customer with reasonable cooperation and assistance with respect toCustomer’s cooperation and/or prior consultation with any Supervisory Authority, where necessary and where required by the GDPR. Customer shall be responsible to the extent legally permitted for any costs and expenses arising from any such assistance by Company.

8.3. Company shall maintain records sufficient to demonstrate its compliance with its obligations under this DPA, and retain such records for a period of three (3) years after the termination of the Agreement. Customer shall, with reasonable notice toCompany, have the right to review, audit and copy such records at Company’s offices during regular business hours.

8.4. Upon Customer’s written request at reasonable intervals, and subject to reasonable confidentiality controls, Company shall, either (i) make available for Customer’s review copies of certifications or reports demonstrating Company’s compliance with prevailing data security standards applicable to the processing of Customer’s PersonalData, or (ii) if the provision of reports or certifications pursuant to (i) is not reasonably sufficient under Data Protection Laws, allow Customer’s independent third party representative to conduct an audit or inspection ofCompany’s data security infrastructure and procedures that is sufficient to demonstrate Company’s compliance with its obligations under Data ProtectionLaws, provided that (a) Customer provides reasonable prior written notice of any such request for an audit and such inspection shall not be unreasonably disruptive to Company’s business; (b) such audit shall only be performed during business hours and occur no more than once per calendar year; and (c) such audit shall be restricted to data relevant to Customer. Customer shall be responsible for the costs of any such audits or inspections, including without limitation a reimbursement to Company for any time expended for on-site audits. IfCustomer and Company have entered into Standard Contractual Clauses as described in Section 6 (Transfers of Personal Data), the parties agree that the audits described in Clause 8.9 of the EU SCCs shall be carried out in accordance with this Section 8.4.

8.5. Company shall immediately notify Customer if an instruction, in the Company’s opinion, infringes the DataProtection Laws or Supervisory Authority.

8.6. In the event of a PersonalData Breach, Company shall, without undue delay, inform Customer of thePersonal Data Breach and take such steps as Company in its sole discretion deems necessary and reasonable to remediate such violation (to the extent that remediation is within Company’s reasonable control).

8.7. In the event of a PersonalData Breach, Company shall, taking into account the nature of the processing and the information available to Company, provide Customer with reasonable cooperation and assistance necessary for Customer to comply with its obligations under the GDPR with respect to notifying (i) the relevant Supervisory Authority and (ii) Data Subjects affected by such Personal Data Breach without undue delay.

8.8. The obligations described in Sections 8.6 and 8.7shall not apply in the event that a Personal Data Breach results from the actions or omissions of Customer. Company’s obligation to report or respond to a Personal Data Breach under Sections 8.6 and 8.7 will not be construed as an acknowledgement by Company of any fault or liability with respect to thePersonal Data Breach.

9. Company’s Role as a Controller

The parties acknowledge and agree that with respect to Company Account Data and CompanyUsage Data, Company is an independent controller, not a joint controller withCustomer. Company will process Company Account Data and Company Usage Data as a controller (i) to manage the relationship with Customer; (ii) to carry out Company’s core business operations, such as accounting, audits, tax preparation and filing and compliance purposes; (iii) to monitor, investigate, prevent and detect fraud, security incidents and other misuse of the Services, and to prevent harm to Customer; (iv) for identity verification purposes; (v) to comply with legal or regulatory obligations applicable to the processing and retention of Personal Data to which Company is subject; and (vi) as otherwise permitted under Data Protection Laws and in accordance with this DPA and theAgreement. Company may also process Company Usage Data as a controller to provide, optimize, and maintain the Services, to the extent permitted by DataProtection Laws. Any processing by the Company as a controller shall be in accordance with the Company’s privacy policy set forth at https://humanitec.com/policies/privacy-policy.

10. Conflict

In the event of any conflict or inconsistency among the following documents, the order of precedence will be: (1) the applicable terms in the Standard Contractual Clauses;(2) the terms of this DPA; (3) the Agreement; and (4) the Company’s privacy policy. Any claims brought in connection with this DPA will be subject to the terms and conditions, including, but not limited to, the exclusions and limitations set forth in the Agreement.

11. Execution of this DPA.

Company has pre-signed this DPA, in the signature block below and in each of the main body, and Exhibit B (as the “data importer”). To complete this DPA, Customer must: (i) complete the information requested in the document signed upon request, (ii) complete the information requested of the “data exporter” on ExhibitsB, and (iii) send the completed and signed Addendum to Company by email to legal@humanitec.com. Upon receipt of the validly completed Addendum by Company at this email address, this DPA will become legally binding.

Exhibit A

Details of Processing

Nature and Purpose of Processing: Company will process Customer’s Personal Data as necessary to provide the Services under the Agreement, for the purposes specified in the Agreement and this DPA, and in accordance with Customer’s instructions as set forth in this DPA. The nature of processing includes, without limitation:

● Receiving data, including collection, accessing, retrieval, recording, and data entry

● Protecting data, including restricting, encrypting, and security testing

● Holding data, including storage, organization, and structuring

● Erasing data, including destruction and deletion

● Analyzing data, including product usage assessment

● Sharing data, including disclosure to subprocessors as permitted in this DPA

Duration ofProcessing: Company will process Customer’s Personal Data as long as required (i) to provide the Services to Customer under the Agreement;(ii) for Company’s legitimate business needs; or (iii) by applicable law or regulation. Company Account Data and Company Usage Data will be processed and stored as set forth in Company’s privacy policy.

Categories of DataSubjects: Customer’s employees, consultants, and contractors.

Categories ofPersonal Data: Company processes Personal Data contained inCompany Account Data, Company Usage Data, and any Personal Data provided byCustomer or collected by Company in order to provide the Services or as otherwise set forth in the Agreement or this DPA. Categories of Personal Data include name, email, job title, username, IP address for company device.

Sensitive Data orSpecial Categories of Data: Customers are prohibited from providing sensitive personal data or special categories of data to Company, including without limitation, any data which discloses the criminal history.

Exhibit B

The following includes the information required by Annex I and Annex III of the EU SCCs, andTable 1, Annex 1A, and Annex 1B of the UK Addendum.

1. The Parties

Data exporter:

Name: The Customer, as defined in the Humanitec Subscription Terms (on behalf of itself and Permitted Affiliates)

Address: The Customer's address, as set out in the Service Order

Contact person’s name, position and contact details: The Customer's contact details, asset out in the Order Form and/or as set out in the Customer’s HubSpot account

Activities relevant to the data transferred under these Clauses: Processing of CustomerPersonal Data in connection with Customer's use of the HubSpot SubscriptionServices under the HubSpot Customer Terms of Service

Role(controller/processor): Controller (either as the Controller; or acting in the capacity of a Controller, as a Processor, on behalf of another Controller)

Data importer(s):

Name: PlatCo GmbH, PlatCo Inc, PlatCo Ltd

TradingName: Humanitec

Address and contact information:

PlatCo GmbH | Wöhlertstraße 12–13 | 10115 Berlin | Germany

(Registered atAmtsgericht Charlottenburg, Berlin: HRB 262650

PlatCoInc | 228 East 45th Street, Suite 9E | New York, NY 10017 | USA

PlatCoLtd | 3rd Floor, 1 Ashley Road | Altrincham, Cheshire WA14 2DT | United Kingdom

(TheCompanies House registration number: 14706116)

privacy@humanitec.com

Activities relevant to the data transferred under these Clauses: As described in Section 2of the DPA.

Role(controller/processor): As described in Section 2 of the DPA.

2. Description of the Transfer

Data Subjects	As described in Exhibit A of the DPA
Categories of Personal Data	As described in Exhibit A of the DPA
Special Category Personal Data (if applicable)	As described in Exhibit A of the DPA
Nature of the Processing	As described in Exhibit A of the DPA
Purposes of Processing	As described in Exhibit A of the DPA
Duration of Processing and Retention (or the criteria to determine such period)	As described in Exhibit A of the DPA
Frequency of the transfer	As necessary to perform all obligations and rights with respect to Personal Data as provided in the Agreement or DPA
Recipients of Personal Data Transferred to the Data Importer	Company will maintain a list of Authorized Sub-Processors at: https://www.humanitec.com/policies/dpa

‍3. Competent Supervisory Authority

The supervisory authority shall be the supervisory authority of the Data Exporter, as determined in accordance with Clause 13 of the EU SCCs. The supervisory authority for the purposes of the UK Addendum shall be the UK InformationCommissioner’s Officer.

Exhibit C

Description of the Technical and Organizational Security Measures implemented by the Data Importer

The following includes the information required by Annex II of the EU SCCs andAnnex II of the UK Addendum.

Technical and Organizational Security Measure	Details
Measures of pseudonymization and encryption of personal data	Company has deployed secure methods and protocols for transmission of confidential or sensitive information over public networks. Databases housing sensitive customer data are encrypted at rest. Company uses only recommended secure cipher suites and protocols to encrypt all traffic in transit and Customer Data is securely encrypted with strong ciphers and configurations when at rest.
Measures for ensuring ongoing confidentiality, integrity, availability and resilience of processing systems and services	Company’s customer agreements contain strict confidentiality obligations. Additionally, Company requires every downstream Subprocessor to sign confidentiality provisions that are substantially similar to those contained in Company’s customer agreements. Company has undergone a SOC 2 Type II audit that includes the Security and Processing Integrity Trust Service Criteria.
Measures for ensuring the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident	Daily, weekly and monthly backups of production datastores are taken. Backups are periodically tested in accordance with information security and data management policies.
Processes for regularly testing, assessing and evaluating the effectiveness of technical and organizational measures in order to ensure the security of the processing	Company has undergone a SOC 2 Type II audit that includes the Security and Processing Integrity Trust Service Criteria.
Measures for user identification and authorization	Company uses secure access protocols and processes and follows industry best-practices for authentication, including Multifactor Authentication and Single Sign On (SSO). All production access requires the use of two-factor authentication, and network infrastructure is securely configured to vendor and industry best practices to block all unnecessary ports, services, and unauthorized network traffic.
Measures for the protection of data during transmission	Company has deployed secure methods and protocols for transmission of confidential or sensitive information over public networks. Company uses only recommended secure cipher suites and protocols to encrypt all traffic in transit (i.e. TLS 1.2).
Measures for the protection of data during storage	Encryption-at-rest is automated using Google Cloud’s transparent disk encryption, which uses industry standard AES-256 encryption to secure all volume (disk) data. All keys are fully managed by Google Cloud.
Measures for ensuring physical security of locations at which personal data are processed	All Company processing occurs in physical data centers that are managed by Google Cloud. https://www.google.com/about/datacenters/data-security/
Measures for ensuring events logging	Company monitors access to applications, tools, and resources that process or store Customer Data, including cloud services. Monitoring of security logs is managed by the security and engineering teams. Log activities are investigated when necessary and escalated appropriately.
Measures for ensuring system configuration, including default configuration	Company adheres to a change management process to administer changes to the production environment for the Services, including changes to its underlying software, applications, and systems. All production changes are automated through CI/CD tools to ensure consistent configurations.
Measures for internal IT and IT security governance and management	Company maintains a SOC 2 Type II-compliant risk-based information security governance program. The framework for Company’s security program includes administrative, organizational, technical, and physical safeguards reasonably designed to protect the Services and confidentiality, integrity, and availability of Customer Data.
Measures for certification/assurance of processes and products	Company undergoes annual SOC 2 Type II audits.
Measures for ensuring data minimisation	Company’s customers unilaterally determine what data they route through the Services. As such, Company operates on a shared responsibility model. Company gives customers control over exactly what data enters the platform. Additionally, Company has built in self-service functionality to the Services that allows customers to delete and suppress data at their discretion.
Measures for ensuring data quality	Company has a multi-tiered approach for ensuring data quality. These measures include: (i) unit testing to ensure quality of logic used to process API calls, (ii) database schema validation rules which execute against data before it is saved to our database, (iii) a schema-first API design and strong typing to enforce a strict contract between official clients and API resolvers. Company applies these measures across the board, both to ensure the quality of any Usage Data that Company collects and to ensure that the Company Platform is operating within expected parameters. Company ensures that data quality is maintained from the time a Customer sends Customer Data into the Services and until that Customer Data is presented or exported.
Measures for ensuring limited data retention	Customers unilaterally determine what data they route through the Services. As such, Company operates on a shared responsibility model. If a Customer is unable to delete Personal Data via the self-services functionality of the Services, then the Company deletes such Personal Data upon the Customer's written request, within the timeframe specified in this DPA and in accordance with Applicable Data Protection Law. All Personal Data is deleted from the Services following service termination.
Measures for ensuring accountability	Company has adopted measures for ensuring accountability, such as implementing data protection and information security policies across the business, recording and reporting Personal Data Breaches, and formally assigning roles and responsibilities for information security and data privacy functions. Additionally, the Company conducts regular third-party audits to ensure compliance with our privacy and security standards.
Measures for allowing data portability and ensuring erasure	Personal Data submitted to the Services by Customer may be deleted by the Customer or at the Customer’s request. Personal Data is incidental to the Company’s Services. Based on Privacy by Design and Data Minimization principles, Company severely limits the instances of Personal Data collection and processing within the Services. Most use cases for porting Personal Data from Company are not applicable. However, Company will respond to all requests for data porting in order to address Customer needs.
Technical and organizational measures of sub-processors	The Company enters into Data Processing Agreements with its Authorized Sub-Processors with data protection obligations substantially similar to those contained in this DPA.

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Exhibit D

List of Sub-Processors

Sub-processor (Company name)	Company address	Service locations	Services performed by the sub-processor
Google Cloud EMEA Limited	Velasco Clanwilliam Place Dublin 2 Ireland	Germany, Netherlands	Hosting of Humanitec SaaS solution
Datadog, Inc.	620 8TH AVE FL 45 New York NY 10018 United States	EU	Monitoring of Humanitec SaaS solution
SendGrid (Twilio Inc.)	101 Spear Street, Ste 500 San Francisco CA 94105 United States	Globally	Send all product-related emails for Humanitec SaaS solution

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Exhibit E

UK Addendum

International Data Transfer Addendum to the EU Commission Standard Contractual Clauses

i.Part 1: Tables

Table 1: Parties

Start Date	This UK Addendum shall have the same effective date as the DPA
The Parties	Exporter	Importer
Parties’ Details	Customer	Company
Key Contact	See Exhibit B of this DPA	See Exhibit B of this DPA

Table 2: Selected SCCs, Modules and Selected Clauses

EU SCCs

The Version of the Approved EU SCCs which this UK Addendum is appended to as defined in the DPA and completed by Section 6.2 and 6.3 of the DPA.

Table 3: Appendix Information

“Appendix Information” means the information which must be provided for the selected modules as set out in the Appendix of the Approved EU SCCs (other than theParties), and which for this UK Addendum is set out in:

a) Annex 1A: List of Parties	b) As per Table 1 above
c) Annex 2B: Description of Transfer	d) See Exhibit B of this DPA
e) Annex II: Technical and organizational measures including technical and organizational measures to ensure the security of the data:	f) See Exhibit C of this DPA
g) Annex III: List of Sub-processors (Modules 2 and 3 only):	h) See Exhibit B of this DPA

Table 4: Ending this UK Addendum when the Approved UK Addendum Changes

b) [SELECT OPTION] [Note: This provision permits the selected party (ifany) to terminate the UK Addendum if the ICO changes the approved UK Addendumwhich directly results in a substantial, disproportionate, and demonstrableincrease in (a) its direct costs of performing its obligations under the UKAddendum or (b) its risk under the UK Addendum.]

Ending this UK Addendum when the Approved UK Addendum changes

x Importer
x Importer
☐ Neither Party

c) Entering into this UK Addendum:

1. Each party agrees to be bound by the terms andconditions set out in this UK Addendum, in exchange for the other party alsoagreeing to be bound by this UK Addendum.

2. Although Annex 1A and Clause 7 of the Approved EUSCCs require signature by the Parties, for the purpose of making ex-UKTransfers, the Parties may enter into this UK Addendum in any way that makesthem legally binding on the Parties and allows data subjects to enforce theirrights as set out in this UK Addendum. Entering into this UK Addendum will havethe same effect as signing the Approved EU SCCs and any part of the Approved EUSCCs.

d) Interpretation of this UK Addendum

3. Where this UK Addendum uses terms that are definedin the Approved EU SCCs those terms shall have the same meaning as in theApproved EU SCCs. In addition, the following terms have the following meanings:

UK Addendum	means this International Data Transfer Addendum incorporating the EU SCCs, attached to the DPA as Exhibit D.
EU SCCs	means the version(s) of the Approved EU SCCs which this UK Addendum is appended to, as set out in Table 2, including the Appendix Information.
Appendix Information	shall be as set out in Table 3.
Appropriate Safeguards	means the standard of protection over the personal data and of data subjects’ rights, which is required by UK Data Protection Laws when you are making an ex-UK Transfer relying on standard data protection clauses under Article 46(2)(d) UK GDPR.
Approved UK Addendum	means the template Addendum issued by the ICO and laid before Parliament in accordance with s119A of the Data Protection Act 2018 on 2 February 2022, as may be revised under Section ‎18 of the UK Addendum.
Approved EU SCCs	means the standard contractual clauses approved by the European Commission in Commission Decision 2021/914 dated 4 June 2021, for transfers of personal data to countries not otherwise recognized as offering an adequate level of protection for personal data by the European Commission (as amended and updated from time to time).
ICO	means the Information Commissioner of the United Kingdom.
ex-UK Transfer	shall have the same definition as set forth in the DPA.
UK	means the United Kingdom of Great Britain and Northern Ireland.
UK Data Protection Laws	means all laws relating to data protection, the processing of personal data, privacy and/or electronic communications in force from time to time in the UK, including the UK GDPR and the Data Protection Act 2018.
UK GDPR	shall have the definition set forth in the DPA.

4. The UK Addendum must always be interpreted in amanner that is consistent with UK Data Protection Laws and so that it fulfillsthe Parties’ obligation to provide the Appropriate Safeguards.

5. If the provisions included in the UK Addendum amendthe Approved EU SCCs in any way which is not permitted under the Approved EUSCCs or the Approved UK Addendum, such amendment(s) will not be incorporated inthe UK Addendum and the equivalent provision of the Approved EU SCCs will taketheir place.

6. If there is any inconsistency or conflict betweenUK Data Protection Laws and the UK Addendum, UK Data Protection Laws willapply.

7. If the meaning of the UK Addendum is unclear orthere is more than one meaning, the meaning which most closely aligns with UKData Protection Laws applies.

8. Any references to legislation (or specificprovisions of legislation) means that legislation (or specific provision) as itmay change over time. This includes where that legislation (or specificprovision) has been consolidated, re-enacted and/or replaced after the UKAddendum has been entered into.

e) Hierarchy

9. Although Clause 5 of the Approved EU SCCs sets outthat the Approved EU SCCs prevail over all related agreements between theparties, the parties agree that, for ex-UK Transfers, the hierarchy in Section10 below will prevail.

10. Where there is any inconsistency or conflictbetween the Approved UK Addendum and the EU SCCs (as applicable), the ApprovedUK Addendum overrides the EU SCCs, except where (and in so far as) theinconsistent or conflicting terms of the EU SCCs provides greater protectionfor data subjects, in which case those terms will override the Approved UKAddendum.

11. Where this UK Addendum incorporates EU SCCs whichhave been entered into to protect ex-EU Transfers subject to the GDPR, then theparties acknowledge that nothing in the UK Addendum impacts those EU SCCs.

f) Incorporationand Changes to the EU SCCs:

12. This UK Addendum incorporates the EU SCCs which areamended to the extent necessary so that:

g) together they operate for data transfers made bythe data exporter to the data importer, to the extent that UK Data ProtectionLaws apply to the data exporter’s processing when making that data transfer,and they provide Appropriate Safeguards for those data transfers;

h) Sections 9 to 11 above override Clause 5(Hierarchy) of the EU SCCs; and

i) the UK Addendum (including the EU SCCs incorporatedinto it) is (1) governed by the laws of England and Wales and (2) any disputearising from it is resolved by the courts of England and Wales.

13. Unless the parties have agreed alternativeamendments which meet the requirements of Section 12 of this UK Addendum, theprovisions of Section 15 of this UK Addendum will apply.

14. No amendments to the Approved EU SCCs other than tomeet the requirements of Section 12 of this UK Addendum may be made.

15. The following amendments to the EU SCCs (for thepurpose of Section 12 of this UK Addendum) are made:

a) References to the “Clauses” means this UK Addendum,incorporating the EU SCCs;

b) In Clause 2, delete the words: “and, with respectto data transfers from controllers to processors and/or processors toprocessors, standard contractual clauses pursuant to Article 28(7) ofRegulation (EU) 2016/679”,

c) Clause 6 (Description of the transfer(s)) isreplaced with: “The details of the transfers(s) and in particular thecategories of personal data that are transferred and the purpose(s) for whichthey are transferred) are those specified in Annex I.B where UK Data ProtectionLaws apply to the data exporter’s processing when making that transfer.”;

d) Clause 8.7(i) of Module 1 is replaced with: “it isto a country benefitting from adequacy regulations pursuant to Section 17A ofthe UK GDPR that covers the onward transfer”;

e) Clause 8.8(i) of Modules 2 and 3 is replaced with:“the onward transfer is to a country benefitting from adequacy regulationspursuant to Section 17A of the UK GDPR that covers the onward transfer;”

f) References to “Regulation (EU) 2016/679”,“Regulation (EU) 2016/679 of the European Parliament and of the Council of 27April 2016 on the protection of natural persons with regard to the processingof personal data and on the free movement of such data (General Data ProtectionRegulation)” and “that Regulation” are all replaced by “UK Data ProtectionLaws”. References to specific Article(s) of “Regulation (EU) 2016/679” arereplaced with the equivalent Article or Section of UK Data Protection Laws;

g) References to Regulation (EU) 2018/1725 areremoved;

h) References to the “European Union”, “Union”, “EU”,“EU Member State”, “Member State” and “EU or Member State” are all replacedwith the “UK”;

i) The reference to “Clause 12(c)(i)” at Clause10(b)(i) of Module one, is replaced with “Clause 11(c)(i)”;

j) Clause 13(a) and Part C of Annex I are not used;

k) The “competent supervisory authority” and“supervisory authority” are both replaced with the “Information Commissioner”;

l) In Clause 16(e), subsection (i) is replaced with:“the Secretary of State makes regulations pursuant to Section 17A of the DataProtection Act 2018 that cover the transfer of personal data to which theseclauses apply;”;

m) Clause 17 is replaced with: “These Clauses aregoverned by the laws of England and Wales”;

n) Clause 18 is replaced with: “Any dispute arisingfrom these Clauses shall be resolved by the courts of England and Wales.” Adata subject may also bring legal proceedings against the data exporter and/ordata importer before the courts of any country in the UK. The parties agree tosubmit themselves to the jurisdiction of such courts.”; and

o) The footnotes to the Approved EU SCCs do not formpart of the UK Addendum, except for footnotes 8, 9, 10 and 11.

j) Amendmentsto the UK Addendum

16. The parties may agree to change Clauses 17 and/or18 of the EU SCCs to refer to the laws and/or courts of Scotland or NorthernIreland.

17. If the parties wish to change the format of theinformation included in Part 1: Tables of the Approved UK Addendum, they may doso by agreeing to the change in writing, provided that the change does notreduce the Appropriate Safeguards.

18. From time to time, the ICO may issue a revisedApproved UK Addendum which:

a) makes reasonable and proportionate changes to theApproved UK Addendum, including correcting errors in the Approved UK Addendum;and/or

b) reflects changes to UK Data Protection Laws;

The revised ApprovedUK Addendum will specify the start date from which the changes to the ApprovedUK Addendum are effective and whether the parties need to review this UKAddendum including the Appendix Information. This UK Addendum is automaticallyamended as set out in the revised Approved UK Addendum from the start datespecified.

19. If the ICO issues a revised Approved UK Addendumunder Section 18 of this UK Addendum, if a party will as a direct result of thechanges in the Approved UK Addendum have a substantial, disproportionate anddemonstrable increase in:

c) its direct costs of performing its obligationsunder the UK Addendum; and/or

d) its risk under the UK Addendum,

1. and ineither case it has first taken reasonable steps to reduce those costs or risksso that it is not substantial and disproportionate, then that party may endthis UK Addendum at the end of a reasonable notice period, by providing writtennotice for that period to the other party before the start date of the revisedApproved UK Addendum.

20. The parties do not need the consent of any thirdparty to make changes to this UK Addendum, but any changes must be made inaccordance with its terms.

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