Data Processing Addendum

Last Updated June 18, 2024

This Data Processing Addendum, including its Schedules and Appendices (the “Data Protection Agreement” or “DPA”) is a part of the Montra Customer Terms of Service (and are hereby incorporated into the Montra Customer Terms of Service by reference), available at https://montra.io/legal. Capitalized terms used but not otherwise defined in the DPA will have the meanings set forth in the Terms of Service. Customer enters into this DPA on behalf of itself and, to the extent required under applicable Data Protection Laws and Regulations, in the name and on behalf of its Authorized Affiliates, if and to the extent Montra processes Personal Data for which such Authorized Affiliates qualify as the Controller. For the purposes of this DPA, and except where indicated otherwise, the term “Customer” shall include Customer and Authorized Affiliates. All terms of the Montra Terms of Service, including all disclaimers, limitations of liability, agreements and indemnities, apply to this DPA. In the event of a conflict between the provisions of this DPA and the Montra Privacy Policy, the DPA will control.

PLEASE REVIEW THIS DPA CAREFULLY. BY SIGNING THE DPA OR USING THE MONTRA SERVICES, YOU AGREE TO THIS AGREEMENT, INCLUDING THAT, IN THE COURSE OF PROVIDING THE MONTRA SERVICES, MONTRA MAY PROCESS PERSONAL DATA ON BEHALF OF CUSTOMER AS SET FORTH HEREIN.

1. Definitions

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
“Authorized Affiliate” means any of Customer’s Affiliate(s) which (a) is subject to the data protection laws and regulations of the European Union, the European Economic Area and/or their member states, Switzerland and/or the United Kingdom, and (b) is permitted to use the Services pursuant to the Agreement between Customer and Montra, but has not signed its own Order Form with Montra and is not a “Customer” as defined under this DPA.
“CCPA” means the California Consumer Privacy Act, Cal. Civ. Code § 1798.100 et seq., and its implementing regulations.
“Controller” means the entity which determines the purposes and means of the Processing of Personal Data.
“Customer Data” means all electronic data or information submitted by an Authorized User to the Montra Services.
“Data Protection Laws and Regulations” means all laws and regulations, including laws and regulations of the European Union, the European Economic Area and their member states, Switzerland, the United Kingdom and the United States and its states, applicable to the Processing of Personal Data under the Agreement.
“Data Subject” means the identified or identifiable person to whom Personal Data relates.
“GDPR” means the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons regarding the processing of personal data and on the free movement of such data, and repealing Directive 95/46/E C (General Data Protection Regulation), including as implemented or adopted under the law of the United Kingdom.
“Personal Data” means any information relating to (i) an identified or identifiable natural person and, (ii) an identified or identifiable legal entity (where such information is protected similarly as personal data or personally identifiable information under applicable Data Protection Laws and Regulations), where for each (i) or (ii), such data is Customer Data.
“Processing” means any operation or set of operations which is performed upon Personal Data, whether by automatic 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.
“Processor” means the entity which Processes Personal Data on behalf of the Controller, including as applicable any “service provider” as that term is defined by the CCPA.
“Security, Privacy and Architecture Documentation” means the Security, Privacy and Architecture Documentation applicable to the specific Services purchased by Customer, as updated from time to time, and made reasonably available by Montra, and including the materials available at https://montra.io/products/security.
“Standard Contractual Clauses” means (a) Standard Contractual Clauses for the transfer of Personal Data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and the Council approved by European Commission Implementing Decision (EU) 2021/914 of 4 June 2021, as currently set out at https://eur-lex.europa.eu/eli/dec_impl/2021/914/oj; and (b) with respect to restricted transfers subject to the UK GDPR, the International Data Transfer Addendum to the EU Commission Standard Contractual of 21 March 2022, as may be amended or replaced by the UK Information Commissioner’s Office from time to time.
“Sub-processor” means any Processor engaged by Montra or its affiliates.
“Supervisory Authority” means an independent public authority which is established by an EU Member State pursuant to the GDPR.

2. Processing of Personal Data

2.1 Roles of the Parties

The parties acknowledge and agree that with regard to the Processing of Personal Data, Customer is a Controller or a Processor, Montra is the Processor and that Montra or its affiliates will engage Sub-processors pursuant to the requirements set forth in Section 5 “Sub-processors” below.

2.2. Customer’s Processing of Personal Data

Customer shall, in its use of the Services, Process Personal Data in accordance with the requirements of Data Protection Laws and Regulations, including any applicable requirement to provide notice to Data Subjects of the use of Montra as Processor. For the avoidance of doubt, Customer’s instructions for the Processing of Personal Data shall comply with Data Protection Laws and Regulations. Customer shall have sole responsibility for the accuracy, quality, and legality of Personal Data and how Customer acquired Personal Data. Customer specifically acknowledges and agrees that its use of the Services will not violate the rights of any Data Subject, including those that have opted-out from sales or other disclosures of Personal Data, to the extent applicable under the Data Protection Laws and Regulations.

2.3 Montra’s Processing of Personal Data

Montra shall treat Personal Data as Confidential Information and shall Process Personal Data on behalf of and only in accordance with Customer’s documented instructions for the following purposes: (a) Processing in accordance with the Agreement and applicable Order Form(s); (b) Processing initiated by Users as authorized by Customers in the use of the Services; and (c) Processing to comply with other documented reasonable instructions provided by Customer (e.g., via email) where such instructions are consistent with the terms of the Agreement. For avoidance of doubt, Customer authorizes Montra to transfer non-Customer identifying User Data (e.g., personal email, personal address) to a subsequent employer, unless otherwise instructed by Customer.

2.4 Details of the Processing

The subject-matter of Processing of Personal Data by Montra is the performance of the Services pursuant to the Agreement. The duration of the Processing, the nature and purpose of the Processing, the types of Personal Data and categories of Data Subjects Processed under this DPA are further specified in Schedule 2 (Description of the Process/Transfer) to this DPA.

3. Rights of Data Subjects

3.1 Data Subject Request

Montra shall, to the extent legally permitted, promptly notify Customer if Montra receives a request from a Data Subject to exercise the Data Subject’s right of access, right to rectification, restriction of Processing, erasure (”right to be forgotten”), data portability, object to the Processing, or its right not to be subject to an automated individual decision making, each such request being a “Data Subject Request”. Considering the nature of the Processing, Montra shall assist Customer by appropriate technical and organizational measures, insofar as this is possible, for the fulfillment of Customer’s obligation to respond to a Data Subject Request under Data Protection Laws and Regulations. In addition, to the extent Customer, in its use of the Services, does not have the ability to address a Data Subject Request, Montra shall upon Customer’s request provide commercially reasonable efforts to assist Customer in responding to such Data Subject Request, to the extent Montra is legally permitted to do so and the response to such Data Subject Request is required under Data Protection Laws and Regulations. To the extent legally permitted, Customer shall be responsible for any costs arising from Montra’s provision of such assistance.

4. Montra Personnel

4.1 Confidentiality

Montra shall ensure that its personnel engaged in the Processing of Personal Data are informed of the confidential nature of the Personal Data, have received appropriate training on their responsibilities and have executed written confidentiality agreements. Montra shall ensure that such confidentiality obligations survive the termination of the personnel engagement.

4.2 Reliability

Montra shall take commercially reasonable steps to ensure the reliability of any Montra personnel engaged in the Processing of Personal Data.

4.3 Limitation of Access

Montra shall ensure that Montra’s access to Personal Data is limited to those personnel performing Services in accordance with the Agreement.

5. Sub-Processors

5.1 Appointment of Sub-processors

Customer acknowledges and agrees that (a) Montra’s Affiliates may be retained as Sub- processors; and (b) Montra and Montra’s Affiliates respectively may engage third-party Sub-processors in connection with the provision of the Services. Montra or a Montra Affiliate has entered into a written agreement with each Sub-processor containing data protection obligations not less protective than those in this Agreement with respect to the protection of Customer Data to the extent applicable to the nature of the Services provided by such Sub-processor.

5.2 List of Current Sub-processors and Notification of New Sub-processors

Montra shall make available to Customer the current list of Sub-processors for the Montra Services. Such Sub-processor lists shall include the identities of those Sub-processors and their country of location (“Sub-processor Documentation“). Customer may find a Sub-processor Documentation as well as a mechanism to subscribe to notifications of new Sub-processors on the Montra Sub-processor page at https://via.montra.io/subprocessors(log-in required), to which Customer shall subscribe, and if Customer subscribes, Montra shall provide notification of a new Sub-processor(s) before authorizing any new Sub-processor(s) to Process Personal Data in connection with the provision of the applicable Services. If you are a prospective customer and would like to review, Montra’s Sub-processor list, please request a copy by emailing legal@montra.io with the subject of “Requesting Montra Sub-processor List.”

5.3 Objection Right for New Sub-processors

Customer may object to Montra’s use of a new Sub-processor by notifying Montra promptly in writing within ten (10) business days after receipt of Montra’s notice in accordance with the mechanism set out in Section 5.2. In the event Customer objects to a new Sub-processor, as permitted in the preceding sentence, Montra will use commercially reasonable efforts to make available to Customer a change in the Services or recommend a commercially reasonable change to Customer’s configuration or use of the Services to avoid Processing of Personal Data by the objected-to new Sub- processor without unreasonably burdening Customer. If Montra is unable to make available such change within a reasonable period, which shall not exceed thirty (30) days, Customer may terminate the applicable Order Form(s) with respect only to those Services which cannot be provided by Montra without the use of the objected-to new Sub-processor by providing written notice to Montra.

5.4 Liability

Montra shall be liable for the acts and omissions of its Sub-processors to the same extent Montra would be liable if performing the services of each Sub-processor directly under the terms of this DPA, except as otherwise set forth in the Agreement.

6. Security

6.1 Controls for the Protection of Customer Data

Montra shall maintain appropriate technical and organizational measures for protection of the security (including protection against unauthorized or unlawful Processing and against accidental or unlawful destruction, loss or alteration or damage, unauthorized disclosure of, or access to, Customer Data), confidentiality and integrity of Customer Data, as set forth in the Security, Privacy and Architecture Documentation. Montra will not materially decrease the overall security of the Services during a Subscription Term.

6.2 Third-Party Certifications and Audits

Montra has obtained the third-party certifications and audits set forth in the Security, Privacy and Architecture Documentation. Upon Customer’s written request at reasonable intervals, and subject to the confidentiality obligations set forth in the Agreement, Montra shall make available to Customer that is not a competitor of Montra (or Customer’s independent, third-party auditor that is not a competitor of Montra) a copy of Montra’s then most recent third-party audits or certifications, as applicable.

6.3 On-Site Audit and Reasonable Exercise of Rights

Customer may contact Montra to request an on-site audit of Montra’s Processing activities covered by this DPA (“On-Site Audit”). An On-Site Audit may be conducted by a Third-Party Auditor (as defined below) selected by Customer when: (i) the information available pursuant to section “Third-Party Certifications and Audits” is not sufficient to demonstrate compliance with the obligations set out in this DPA and its Schedules; (ii) Customer has received a notice from Montra of a Customer Data Incident; or (iii) such an audit is required by Data Protection Laws and Regulations or by Customer’s competent supervisory authority. Any On-Site Audits will be limited to Customer Data Processing and storage facilities operated by Montra or any of Montra’s Affiliates. Customer acknowledges that Montra operates a multi-tenant cloud environment. Accordingly, Montra shall have the right to reasonably adapt the scope of any On-Site Audit to avoid or mitigate risks with respect to, and including, service levels, availability, and confidentiality of other Montra customers’ information. An On-Site Audit shall be conducted by Customer or its Third-Party Auditor: (a) acting reasonably, in good faith, and in a proportional manner, considering the nature and complexity of the Services used by Customer; (b) up to one time per year with at least four weeks’ advance written notice. If an emergency justifies a shorter notice period, Montra will use good faith efforts to accommodate the On-Site Audit request; and (c) during Montra’s normal business hours, under reasonable duration and shall not unreasonably interfere with Montra’s day-to-day operations. Before any On-Site Audit commences, Customer and Montra shall mutually agree upon the scope, timing, and duration of the audit and the reimbursement rate for which Customer shall be responsible. All reimbursement rates shall be reasonable, considering the resources expended by or on behalf of Montra. Customer must promptly provide Montra with information regarding any non-compliance discovered during an On-Site Audit.

A “Third-Party Auditor” means a third-party independent contractor that is not a competitor of Montra. An On-Site Audit can be conducted through a Third-Party Auditor if: prior to the On-Site Audit, the Third-Party Auditor enters into a non-disclosure agreement containing confidentiality provisions no less protective than those set forth in the Agreement to protect Montra’s proprietary information; and the costs of the Third-Party Auditor are at Customer’s expense.

7. Customer Data Incident Management and Notification

Montra maintains security incident management policies and procedures specified in the Security, Privacy and Architecture Documentation and shall notify Customer without undue delay after becoming aware of the accidental or unlawful destruction, loss, alteration, unauthorized disclosure to a third party of, or access by a third party to Personal Data, transmitted, stored or otherwise Processed by Montra or its Sub-processors of which Montra becomes aware (a “Customer Data Incident“). Montra shall make reasonable efforts to identify the cause of such Customer Data Incident and take those steps as Montra deems necessary and reasonable to remediate the cause of such a Personal Data Incident to the extent the remediation is within Montra’s reasonable control. The obligations herein shall not apply to incidents that are caused by Customer or Customer’s Users.

8. Return and Deletion of Customer Data

Upon Customer’s request on or prior to termination, Montra will reasonably cooperate with Customer to facilitate an export of such User Data from Montra’s systems and thereafter may delete any and all remaining User Data from the same, unless further preservation is required otherwise prohibited by law.

9. Authorized Affiliates

9.1 Contractual Relationship

The parties acknowledge and agree that, by executing the Agreement, Customer enters into the DPA on behalf of itself and, as applicable, in the name and on behalf of its Authorized Affiliates, thereby establishing a separate DPA between Montra and each such Authorized Affiliate subject to the provisions of the Agreement and this Section 9 and Section 10. Each Authorized Affiliate agrees to be bound by the obligations under this DPA and, to the extent applicable, the Agreement. For the avoidance of doubt, an Authorized Affiliate is not and does not become a party to the Agreement, and is only a party to the DPA. All access to and use of the Services and Content by Authorized Affiliates must comply with the terms and conditions of the Agreement and any violation of the terms and conditions of the Agreement by an Authorized Affiliate shall be deemed a violation by Customer.

9.2 Communication

The Customer that is the contracting party to the Agreement shall remain responsible for coordinating all communication with Montra under this DPA and be entitled to make and receive any communication in relation to this DPA on behalf of its Authorized Affiliates.

9.3 Rights of Authorized Affiliates

Where an Authorized Affiliate becomes a party to the DPA with Montra, it shall to the extent required under applicable Data Protection Laws and Regulations be entitled to exercise the rights and seek remedies under this DPA, subject to the following:

(a) Except where applicable Data Protection Laws and Regulations require the Authorized Affiliate to exercise a right or seek any remedy under this DPA against Montra directly by itself, the parties agree that (i) solely the Customer that is the contracting party to the Agreement shall exercise any such right or seek any such remedy on behalf of the Authorized Affiliate, and (ii) the Customer that is the contracting party to the Agreement shall exercise any such rights under this DPA not separately for each Authorized Affiliate individually but in a combined manner for itself and all of its Authorized Affiliates together.

(b) The parties agree that the Customer that is the contracting party to the Agreement shall, when carrying out an on-site audit of the procedures relevant to the protection of Personal Data, take all reasonable measures to limit any impact on Montra and its Sub-Processors by combining, to the extent reasonably possible, several audit requests carried out on behalf of itself and all of its Authorized Affiliates in one single audit.

10. Limitation of Liability

Each party’s and all of its Affiliates’ liability, taken together in the aggregate, arising out of or related to this DPA, and all DPAs between Authorized Affiliates and Montra, whether in contract, tort or under any other theory of liability, is subject to the Limitation of Liability section of the Montra Terms of Service, and any reference in such section to the liability of a party means the aggregate liability of that party and all of its Affiliates under the Agreement and all DPAs together. For the avoidance of doubt, Montra’s and its Affiliates’ total liability for all claims from Customer and all of its Authorized Affiliates arising out of or related to the Agreement and all DPAs shall apply in the aggregate for all claims under both the Agreement and all DPAs established under this Agreement, including by Customer and all Authorized Affiliates, and, in particular, shall not be understood to apply individually and severally to Customer and/or to any Authorized Affiliate that is a contractual party to any such DPA.

11. European Specific Provisions

11.1 Definitions

For the purposes of this Section 11 and Schedule 1 these terms shall be defined as follows:

“EU C-to-P Transfer Clauses” means Standard Contractual Clauses sections I, II, III and IV (as applicable) to the extent they reference Module Two (Controller-to-Processor).
“EU P-to-P Transfer Clauses” means Standard Contractual Clauses sections I, II III and IV (as applicable) to the extent they reference Module Three (Processor-to-Processor).
“UK Transfer Clauses” means the International Data Transfer Addendum to the EU Commission Standard Contractual of 21 March 2022.

11.2 GDPR

Montra will Process Personal Data in accordance with the GDPR requirements directly applicable to Montra’s provision of its Services.

11.3 Customer Instructions

Montra shall inform Customer immediately (i) if, in its opinion, an instruction from Customer constitutes a breach of the GDPR and/or (ii) if Montra is unable to follow Customer’s instructions for the Processing of Personal Data.

11.4 Data Protection Impact Assessment

Upon Customer’s request, Montra shall provide Customer with reasonable cooperation and assistance needed to fulfil Customer’s obligation under the GDPR to carry out a data protection impact assessment related to Customer’s use of the Services, to the extent Customer does not otherwise have access to the relevant information, and to the extent such information is available to Montra. Montra shall provide reasonable assistance to Customer in the cooperation or prior consultation with the Supervisory Authority in the performance of its tasks relating to this section of this DPA, to the extent required under the GDPR.

11.5 Transfer Mechanisms for Data Transfers

If, in the performance of the Services, Personal Data that is subject to the GDPR or any other law relating to the protection or privacy of individuals that applies in Europe is transferred out of Europe to countries which do not ensure an adequate level of data protection within the meaning of the Data Protection Laws and Regulations of Europe, the transfer mechanisms listed below shall apply to such transfers and can be directly enforced by the Parties to the extent such transfers are subject to the Data Protection Laws and Regulations of Europe and the United Kingdom:

The EU C-to-P Transfer Clauses. Where Customer and/or its Authorized Affiliate is a Controller and a data exporter of Personal Data and Montra is a Processor and data importer in respect of that Personal Data, then the Parties shall comply with the EU C-to-P Transfer Clauses, subject to the additional terms in section 2 of Schedule 1; and/or
The EU P-to-P Transfer Clauses. Where Customer and/or its Authorized Affiliate is a Processor acting on behalf of a Controller and a data exporter of Personal Data and Montra is a Processor and data importer in respect of that Personal Data, the Parties shall comply with the terms of the EU P-to-P Transfer Clauses, subject to the additional terms in sections 2 and 3 of Schedule 1.

11.6 Impact of Local Laws

As of the Effective Date, Montra has no reason to believe that the laws and practices in any third country of destination applicable to its Processing of the Personal Data as set forth in the Infrastructure and Sub-processors Documentation, including any requirements to disclose Personal Data or measures authorizing access by a Public Authority, prevent Montra from fulfilling its obligations under this DPA. If Montra reasonably believes that any existing or future enacted or enforceable laws and practices in the third country of destination applicable to its Processing of the Personal Data (“Local Laws“) prevent it from fulfilling its obligations under this DPA, it shall promptly notify Customer. In such a case, Montra shall use reasonable efforts to make available to the affected Customer a change in the Services or recommend a commercially reasonable change to Customer’s configuration or use of the Services to facilitate compliance with the Local Laws without unreasonably burdening Customer. If Montra is unable to make available such change promptly, Customer may terminate the applicable Order Form(s) and suspend the transfer of Personal Data in respect only to those Services which cannot be provided by Montra in accordance with the Local Laws by providing written notice in accordance with the “Notices” section of the Agreement. Customer shall receive a refund of any prepaid fees for the period following the effective date of termination for such terminated Services.

12. Legal Effect

This DPA shall only become legally binding between Customer and Montra subject to a fully executed Order Form governing the Montra Services and referencing Montra’s Terms of Service.

SCHEDULE 1

STANDARD CONTRACTUAL CLAUSES OPERATIVE PROVISIONS AND ADDITIONAL TERMS

For the purposes of the EU C-to-P Transfer Clauses and the EU P-to-P Transfer Clauses, Customer is the data exporter and Montra is the data importer and the Parties agree to the following. If and to the extent an Authorized Affiliate relies on the EU C-to-P Transfer Clauses or the EU P-to-P Transfer Clauses for the transfer of Personal Data, any references to ‘Customer’ in this Schedule, include such Authorized Affiliate. Where this Section 2 does not explicitly mention EU C-to-P Transfer Clauses or EU P-to-P Transfer Clauses it applies to both.

1. Reference to the Standard Contractual Clauses

The relevant provisions contained in the Standard Contractual Clauses are incorporated by reference and are an integral part of this DPA. The information required for the purposes of the Appendix to the Standard Contractual Clauses are set out in Schedule 2.

2. Docking Clause

The option under clause 7 shall not apply.

3. Instructions

This DPA and the Agreement are Customer’s complete and final documented instructions at the time of signature of the Agreement to Montra for the Processing of Personal Data. Any additional or alternate instructions must be consistent with the terms of this DPA and the Agreement. For the purposes of clause 8.1(a), the instructions by Customer to Process Personal Data are set out in section 2.3 of this DPA and include onward transfers to a third party located outside Europe for the purpose of the performance of the Services.

4. Certification of Deletion

The parties agree that the certification of deletion of Personal Data that is described in clause 8.5 and 16(d) of the Standard Contractual Clauses shall be provided by Montra to Customer only upon Customer’s written request.

5. Security of Processing

For the purposes of clause 8.6(a), Customer is solely responsible for making an independent determination as to whether the technical and organizational measures set forth in the Security, Privacy and Architecture Documentation meet Customer’s requirements and agrees that (taking into account the state of the art, the costs of implementation, and the nature, scope, context and purposes of the Processing of its Personal Data as well as the risks to individuals) the security measures and policies implemented and maintained by Montra provide a level of security appropriate to the risk with respect to its Personal Data. For the purposes of clause 8.6(c), personal data breaches will be handled in accordance with section 7 (Customer Data Incident Management and Notification) of this DPA.

6. Audits of the SCCs

The parties agree that the audits described in clause 8.9 of the Standard Contractual Clauses shall be carried out in accordance with section 6.2 and 6.3 of this DPA.

7. General Authorization for Use of Sub-processors

Option 2 under clause 9 shall apply. For the purposes of clause 9(a), Montra has Customer’s general authorization to engage Sub-processors in accordance with section 5 of this DPA. Montra shall make available to Customer the current list of Sub-processors in accordance with section 5.2 of this DPA. Where Montra enters into the EU P-to-P Transfer Clauses with a Sub-processor in connection with the provision of the Services, Customer hereby grants Montra and Montra’s Affiliates authority to provide a general authorization on Controller’s behalf for the engagement of sub-processors by Sub-processors engaged in the provision of the Services, as well as decision making and approval authority for the addition or replacement of any such sub-processors.

8. Notification of New Sub-processors and Objection Right for New Sub-processors

Pursuant to clause 9(a), Customer acknowledges and expressly agrees that Montra may engage new Sub-processors as described in sections 5.2 and 5.3 of this DPA. Montra shall inform Customer of any changes to Sub-processors following the procedure provided for in section 5.2 of this DPA.

9. Complaints – Redress

For the purposes of clause 11, and subject to Section 3 of this DPA, Montra shall inform data subjects on its website of a contact point authorized to handle complaints. Montra shall inform Customer if it receives a complaint by, or a dispute from, a Data Subject with respect to Personal Data and shall without undue delay communicate the complaint or dispute to Customer. Montra shall not otherwise have any obligation to handle the request (unless otherwise agreed with Customer). The option under clause 11 shall not apply.

10. Liability

Montra’s liability under clause 12(b) shall be limited to any damage caused by its Processing where Montra has not complied with its obligations under the GDPR specifically directed to Processors, or where it has acted outside of or contrary to lawful instructions of Customer, as specified in Article 82 GDPR.

11. Supervision. Clause 13 shall apply as follows:

11.1. Where Customer is established in an EU Member State, the supervisory authority with responsibility for ensuring compliance by Customer with Regulation (EU) 2016/679 as regards the data transfer shall act as competent supervisory authority.

11.2. Where Customer is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) and has appointed a representative pursuant to Article 27(1) of Regulation (EU) 2016/679, the supervisory authority of the Member State in which the representative within the meaning of Article 27(1) of Regulation (EU) 2016/679 is established shall act as competent supervisory authority.

11.3. Where Customer is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) without however having to appoint a representative pursuant to Article 27(2) of Regulation (EU) 2016/679, the Data Protection Commission of Ireland shall act as competent supervisory authority.

11.4. Where Customer is established in the United Kingdom or falls within the territorial scope of application of UK Data Protection Laws and Regulations, the Information Commissioner’s Office shall act as competent supervisory authority.

11.5. Where Customer is established in Switzerland or falls within the territorial scope of application of Swiss Data Protection Laws and Regulations, the Swiss Federal Data Protection and Information Commissioner shall act as competent supervisory authority insofar as the relevant data transfer is governed by Swiss Data Protection Laws and Regulations.

12. Notification of Government Access Requests

For the purposes of clause 15(1)(a), Montra shall notify Customer (only) and not the Data Subject(s) in case of government access requests. Customer shall be solely responsible for promptly notifying the Data Subject as necessary.

13. Governing Law

The governing law for the purposes of clause 17 shall be the law that is designated in the Governing Law section of the Agreement. If the Agreement is not governed by an EU Member State law, the Standard Contractual Clauses will be governed by either (i) the laws of Ireland; or (ii) where the Agreement is governed by the laws of the United Kingdom, the laws of the United Kingdom.

14. Choice of Forum and Jurisdiction

The courts under clause 18 shall be those designated in the Venue section of the Agreement. If the Agreement does not designate an EU Member State court as having exclusive jurisdiction to resolve any dispute or lawsuit arising out of or in connection with this Agreement, the parties agree that the courts of either (i) Ireland; or (ii) where the Agreement designates the United Kingdom as having exclusive jurisdiction, the United Kingdom, shall have exclusive jurisdiction to resolve any dispute arising from the Standard Contractual Clauses. For Data Subjects habitually resident in Switzerland, the courts of Switzerland are an alternative place of jurisdiction in respect of disputes.

15. Appendix. The Appendix shall be completed as follows:

The contents of Section 1 of Schedule 2 shall form Annex I.A to the Standard Contractual Clauses
The contents of Sections 2 to 9 of Schedule 2 shall form Annex I.B to the Standard Contractual Clauses
The contents of Section 10 of Schedule 2 shall form Annex I.C to the Standard Contractual Clauses
The contents of Section 11 of Schedule 2 to this Exhibit shall form Annex II to the Standard Contractual Clauses.

16. Data Exports from Switzerland under the Standard Contractual Clauses

In case of any transfers of Personal Data from Switzerland subject exclusively to the Data Protection Laws and Regulations of Switzerland (“Swiss Data Protection Laws”), (i) general and specific references in the Standard Contractual Clauses to GDPR or EU or Member State Law shall have the same meaning as the equivalent reference Swiss Data Protection Laws, as applicable; and (ii) any other obligation in the Standard Contractual Clauses determined by the Member State in which the data exporter or Data Subject is established shall refer to an obligation under Swiss Data Protection Laws, as applicable. In respect of data transfers governed by Swiss Data Protection Laws, the Standard Contractual Clauses also apply to the transfer of information relating to an identified or identifiable legal entity where such information is protected similarly as Personal Data under Swiss Data Protection Laws until such laws are amended to no longer apply to a legal entity.

17. Data Exports from the United Kingdom under the Standard Contractual Clauses

For data transfers governed by UK Data protection Laws and Regulations, the Mandatory Clauses of the Approved Addendum as set forth in template Addendum B1.0 issued by the ICO under s119A of the Data Protection Act 2018 on 2 February 2022, as it is revised under Section 18 of those Mandatory Clauses (“Approved Addendum”) shall apply. The information required for Tables 1 to 3 of Part One of the Approved Addendum is set out in Schedule 2 of this DPA (as applicable). For the purposes of Table 4 of Part One of the Approved Addendum, neither party may end the Approved Addendum when it changes.

18. Conflict

The Standard Contractual Clauses are subject to this DPA and the additional safeguards set out hereunder. The rights and obligations afforded by the Standard Contractual Clauses will be exercised in accordance with this DPA, unless stated otherwise. In the event of any conflict or inconsistency between the body of this DPA and the Standard Contractual Clauses, the Standard Contractual Clauses shall prevail.

19. Additional Terms of the EU P-to-P Transfer Clauses

For the purposes of the EU P-to-P Transfer Clauses (only), the Parties agree the following.

19.1 Instructions and Notifications

For the purposes of clause 8.1(a), Customer hereby informs Montra that it acts as Processor under the instructions of the relevant Controller in respect of Personal Data. Customer warrants that its Processing instructions as set out in the Agreement and this DPA, including its authorizations to Montra for the appointment of Sub-processors in accordance with this DPA, have been authorized by the relevant Controller. Customer shall be solely responsible for forwarding any notifications received from Montra to the relevant Controller where appropriate.

19.2 Security of Processing

For the purposes of clause 8.6(c) and (d), Montra shall provide notification of a personal data breach concerning Personal Data Processed by Montra to Customer.

19.3 Documentation and Compliance

For the purposes of clause 8.9, all enquiries from the relevant Controller shall be provided to Montra by Customer. If Montra receives an enquiry directly from a Controller, it shall forward the enquiry to Customer and Customer shall be solely responsible for responding to any such enquiry from the relevant Controller where appropriate.

19.4 Data Subject Rights

For the purposes of clause 10 and subject to Section 3 of this DPA, Montra shall notify Customer about any request it has received directly from a Data Subject without obligation to handle it (unless otherwise agreed), but shall not notify the relevant Controller. Customer shall be solely responsible for cooperating with the relevant Controller in fulfilling the relevant obligations to respond to any such request.

SCHEDULE 2

DESCRIPTION OF PROCESSING/TRANSFER

1. LIST OF PARTIES

Data exporter(s): Identity and contact details of the data exporter(s) and, where applicable, of its/their data protection officer and/or representative in the European Union

The data exporter is the entity identified as “Customer” in the DPA. The contact details for Customer are as set forth in the applicable Order Form.
Activities relevant to the data transferred under these clauses: Performance of the Services pursuant to the Agreement and as further described in the Documentation.
Role: For the purposes of the EU C-to-P Transfer Clauses Customer and/or its Authorized Affiliate is a Controller. For the purposes of the EU P-to-P Transfer Clauses Customer and/or its Authorized Affiliate is a Processor.

Data importer(s): Identity and contact details of the data importer(s), including any contact person with responsibility for data protection

The data importer is the entity identified as “Montra” in the DPA. The contact details for Montra are as set forth in the applicable Order Form.
The contact person with responsibility for data protection is Bill Alvey, Of Counsel, legal@montra.io.
Activities relevant to the data transferred under these clauses: Performance of the Services pursuant to the Agreement and as further described in the Documentation.
Role: Processor

2. CATEGORIES OF DATA SUBJECTS WHOSE PERSONAL DATA IS TRANSFERRED

Customer may submit Personal Data to the Services, the extent of which is determined and controlled by Customer, and which may include, but is not limited to Personal Data relating to the following categories of data subjects:

Employees, agents, advisors, freelancers of Customer (who are natural persons)
Employees or contact persons of Customer’s prospects, customers, business partners and vendors
Prospects, customers, business partners and vendors of Customer (who are natural persons)
Customer’s Users authorized by Customer to use the Services

3. CATEGORIES OF PERSONAL DATA TRANSFERRED

Data exporter may submit Personal Data to the Services, the extent of which is determined and controlled by the data exporter, and which may include, but is not limited to the following categories of Personal Data:

names
contact information
professional life data
personal life data
other data associated with User employment

4. SENSITIVE DATA TRANSFERRED (IF APPLICABLE)

Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as strict purpose limitation, access restrictions (including access only for staff having followed specialized training), keeping a record of access to the data, restrictions for onward transfers or additional security measures:

Data exporter may submit Personal Data to the Services, the extent of which is determined and controlled by the data exporter, and which may include Personal Data revealing racial or ethnic origin, political opinions or philosophical beliefs, or trade-union membership, and the processing of genetic data, biometric data for the purpose of effectuating the Services as directed by Customer.
The applicable security measures are described under the Security, Privacy and Architecture Documentation applicable to the specific Services purchased by Customer, as updated from time to time, or as otherwise made reasonably available by data importer.

5. FREQUENCY OF THE TRANSFER

The frequency of the transfer (e.g., whether the data is transferred on a one-off or continuous basis):

Continuous basis depending on the use of the Services by Customer.

6. NATURE OF THE PROCESSING

The nature of Processing of Personal Data by data importer is the performance of the Montra Services pursuant to the Agreement or an applicable Order From.

7. PURPOSE OF PROCESSING, THE DATA TRANSFER AND FURTHER PROCESSING

The purpose of Processing of Personal Data by data importer is the performance of the Services pursuant to the Agreement or an applicable Order From, or as further instructed by Customer in its use of the Services.

8. DURATION OF PROCESSING

The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period:

Subject to Section 8 of the DPA, the duration of Processing of Personal Data by data importer is limited to the performance of the Services pursuant to the Agreement or an applicable Order Form.

9. SUB-PROCESSOR TRANSFERS

For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing:

As per 7 above, the Sub-processor will Process Personal Data as necessary to perform the Services pursuant to the Agreement. Subject to section 8 of this DPA, the Sub-processor will Process Personal Data for the duration of the Agreement, unless otherwise agreed in writing.
Identities of the Sub-processors used for the provision of the Services and their country of location are listed in data importer’s sub-processor list, available at https://via.montra.io/subprocessors

10. COMPETENT SUPERVISORY AUTHORITY

Identify the competent supervisory authority/ies in accordance with clause 13:

Where the data exporter is established in an EU Member State: The supervisory authority with responsibility for ensuring compliance by the data exporter with Regulation (EU) 2016/679 as regards the data transfer shall act as competent supervisory authority.

Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) and has appointed a representative pursuant to Article 27(1) of Regulation (EU) 2016/679: The supervisory authority of the Member State in which the representative within the meaning of Article 27(1) of Regulation (EU) 2016/679 is established shall act as the competent supervisory authority.

Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) without however having to appoint a representative pursuant to Article 27(2) of Regulation (EU) 2016/679: the Data Protection Commission of Ireland shall act as the competent supervisory authority.

Where the data exporter is established in the United Kingdom or falls within the territorial scope of application of UK Data Protection Laws and Regulations, the Information Commissioner’s Office shall act as the competent supervisory authority.

Where the data exporter is established in Switzerland or falls within the territorial scope of application of Swiss Data Protection Laws and Regulations, the Swiss Federal Data Protection and Information Commissioner shall act as competent supervisory authority insofar as the relevant data transfer is governed by Swiss Data Protection Laws and Regulations.

11. TECHNICAL AND ORGANIZATIONAL MEASURES

Data importer will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Personal Data uploaded to the Services, as described in the Security, Privacy and Architecture Documentation applicable to the specific Services purchased by data exporter, as made reasonably available by data importer, including as outlined at https://montra.io/products/security. Data importer will not materially decrease the overall security of the Services during the Subscription Term. Data Subject Requests shall be handled in accordance with Section 3 of the DPA.