Data Processing Agreement

This Data Processing Agreement (the “DPA”) is an addendum to the Terms of Use (“Agreement”) between Pluspoint Inc., a company incorporated and registered in the state of Delaware and having its address at the State of Delaware, 2810 North Church St, Suite # 66052, Wilmington, Delaware 19802-4447 US (hereinafter the “Pluspoint”) and the User.

This DPA includes and incorporates by reference the annexes and addenda referenced at the bottom of this document. All capitalized terms not defined in this DPA shall have the meanings set forth in the Agreement. The User enters into this DPA on behalf of itself and, to the extent required under Data Protection Laws, in the name and on behalf of its Authorized Affiliates (defined below).

The parties agree as follows:

1. DEFINITIONS

“Customer Personal Data” means Personal Data of User’s end-users and customers (i) that User uploads to or collects through the Pluspoint Platform, which may include their first name, last name, email address, phone number, social media profiles (Instagram, Facebook), communication preferences, conversation and message content, survey responses and ratings, review content and ratings, coupon redemption records, and activity history; (ii) that is collected from third-party platforms (such as Google, Facebook, Yelp, TripAdvisor) in connection with the Services; or (iii) for which User is otherwise a Data Controller.

“Data Controller” means User.

“Data Processor” means Pluspoint.

“Data Protection Requirements” means the General Data Protection Regulation, Local Data Protection Laws, any subordinate legislation and regulation implementing the General Data Protection Regulation, and all Privacy Laws.

“EU Personal Data” means Personal Data the sharing of which pursuant to this Agreement is regulated by the General Data Protection Regulation and Local Data Protection Laws.

“General Data Protection Regulation” means the European Union Regulation on the protection of individuals concerning the processing of personal data and on the free movement of such data.

“Local Data Protection Laws” means any subordinate legislation and regulation implementing the General Data Protection Regulation which may apply to the Agreement.

“Personal Data Breach” means any accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Personal Data.

“Privacy Laws” means all applicable laws, regulations, and other legal requirements relating to (a) privacy, data security, consumer protection, marketing, promotion, and text messaging, email, and other communications; and (b) the use, collection, retention, storage, security, disclosure, transfer, disposal, and other processing of any Customer Personal Data.

“Process” and its cognates mean any operation or set of operations which is performed on Customer Personal Data or on sets of Customer Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.

“Sub-processor” means any entity which provides processing services to Pluspoint in furtherance of Pluspoint’ processing on behalf of the User.

”Supervisory Authority” means an independent public authority which is established by a European Union member state pursuant to Article 51 of the General Data Protection Regulation.

”Data Privacy Framework” or ”DPF” means the EU-U.S. Data Privacy Framework, the UK Extension to the EU-U.S. DPF, and the Swiss-U.S. DPF as set forth by the U.S. Department of Commerce.

”DPF Principles” means the principles and supplemental principles contained in the Data Privacy Framework.

”EU Representative” means the representative appointed by Pluspoint in the European Union in accordance with Article 27 of the General Data Protection Regulation.

2. NATURE OF DATA PROCESSING

Each party agrees to process Personal Data received under the Agreement only for the purposes set forth in the Agreement.

3. COMPLIANCE WITH LAWS

The parties shall each comply with their respective obligations under all applicable Data Protection Requirements.

4. USER OBLIGATIONS

User agrees to:

4.1 Provide instructions to Pluspoint and determine the purposes and general means of Pluspoint’ s processing of Customer Personal Data in accordance with the Agreement; and

4.2 Comply with its protection, security, and other obligations with respect to Customer Personal Data prescribed by Data Protection Requirements for data controllers by (a) establishing and maintaining a procedure for the exercise of the rights of the individuals whose Customer Personal Data are processed on behalf of User; and (b) ensuring compliance with the provisions of this Agreement by its personnel or by any third-party accessing or using Customer Personal Data on its behalf.

5. PLUSPOINT` OBLIGATIONS

5.1 Processing Requirements. Pluspoint will:

A. Process Customer Personal Data (i) only for the purpose of providing, supporting and improving Pluspoint’ services (including to provide insights and other reporting), using appropriate technical and organizational security measures; and (ii) in compliance with the instructions received from User. Pluspoint will not use or process the Customer Personal Data for any other purpose.

B. Take commercially reasonable steps to ensure that persons engaged to perform on Pluspoint’ behalf comply with the terms of the Agreement and are required to comply with and acknowledge and respect the confidentiality of the Customer Personal Data;

C. If it intends to engage Sub-processors to help it satisfy its obligations in accordance with the Agreement or to delegate all or part of the processing activities to such Sub-processors, remain liable to User for the Sub- processors’ acts and omissions with regard to data protection where such Sub-processors act on Pluspoint’ instructions;

D. Upon a written request, provide User with a summary of Pluspoint’ privacy and security policies.

E. If Pluspoint is collecting Customer Personal Data from individuals, Pluspoint shall be a Data Controller and this Agreement shall not apply to such Customer Personal Data collection.

5.2 Assistance to User. Pluspoint will provide reasonable assistance to User regarding:

A. Any requests from User data subjects in respect of access to or the rectification, erasure, restriction, portability, blocking or deletion of Customer Personal Data that Pluspoint processes for User. If a data subject sends such a request directly to Pluspoint, Pluspoint will promptly send such request to User;

B. The investigation of Personal Data Breaches and the notification to the Supervisory Authority and User’s data subjects regarding such Personal Data Breaches; and

C. Where appropriate, the preparation of data protection impact assessments and, where necessary, carrying out consultations with any Supervisory Authority.

5.3 Required Processing. If Pluspoint is required by Data Protection Requirements to process any Customer Personal Data for a reason other than providing the services described in the Agreement, Pluspoint will inform User of this requirement in advance of any processing, unless Pluspoint is legally prohibited from informing User of such processing (e.g., as a result of secrecy requirements that may exist under applicable EU member state laws).

6. SECURITY

6.1 Pluspoint has implemented reasonable administrative, technical and physical security measures to protect against unauthorized or accidental access, loss, alteration, disclosure or destruction of Customer Personal Data;

6.2 Pluspoint is responsible for the sufficiency of the security, privacy, and confidentiality safeguards of all Pluspoint personnel concerning Customer Personal Data and liable for any failure by such Pluspoint staff to meet the terms of this DPA;

6.3 Pluspoint took reasonable steps to confirm that all Pluspoint personnel are protecting the security, privacy, and confidentiality of Customer Personal Data consistent with the requirements of this DPA; and

6.4 Security and confidentiality of Users’ data are ensured by the following measures:

A. Encrypt data in transit and at rest.

B. Backup data automatically every day.

C. Ensure high availability with automated failover.

D. Maintain a firewall configuration to protect data.

E. Restrict access to data by business need-to-know.

F. Assign a unique ID to each person with access to data.

G. Do not use vendor-supplied defaults for system passwords and other security parameters.

H. Erase data if it is no longer required for the purpose for which it was collected or otherwise processed.

7. AUDIT

7.1 If a Supervisory Authority requires an audit of the data processing facilities from which Pluspoint processes Customer Personal Data to ascertain or monitor User’s compliance with Data Protection Requirements, Pluspoint will cooperate with such audit. User is responsible for all costs and fees related to such audit, including all reasonable costs and fees for any and all time Pluspoint expends for any such audit, in addition to the rates for services performed by Pluspoint.

8. DATA TRANSFERS

For transfers of EU Personal Data to Pluspoint for processing by Pluspoint in a jurisdiction other than a jurisdiction in the EU, the EEA, or the European Commission-approved countries providing ‘adequate’ data protection, Pluspoint agrees it will provide at least the same level of privacy protection for EU Personal Data as required under General Data Protection Regulation. The Parties have agreed that signing of Standard Contractual Clauses as set out in Commission Implementing Decision (EU) 2021/914 together with supplementary measures that are necessary to bring the level of protection of the data transferred up to the EU standard of essential equivalence is a consistent way to provide adequate data protection. Pluspoint having hereby agreed to adhere to the Standard Contractual Clauses, which are set forth in Annex B below.

9. DATA PRIVACY FRAMEWORK COMPLIANCE

9.1 Pluspoint is committed to complying with the EU-U.S. Data Privacy Framework (DPF), the UK Extension to the EU-U.S. DPF, and the Swiss-U.S. DPF as set forth by the U.S. Department of Commerce regarding the processing of personal data transferred from the European Union, the United Kingdom, and Switzerland to the United States.

9.2 Purpose Limitation. Pluspoint shall process Customer Personal Data only for the purposes set forth in the Agreement and as instructed by the User. Pluspoint shall not process Customer Personal Data in a manner that is incompatible with the purposes for which it was collected or subsequently authorized by the User.

9.3 Accountability for Onward Transfer. Where Pluspoint transfers Customer Personal Data to a Sub-processor, Pluspoint shall: (a) ensure that the Sub-processor is obligated to provide at least the same level of privacy protection as is required by the DPF Principles; (b) take reasonable and appropriate steps to ensure that the Sub-processor effectively processes the Customer Personal Data in a manner consistent with Pluspoint’s obligations under the DPF Principles; (c) require the Sub-processor to notify Pluspoint if it determines that it can no longer meet its obligation to provide the same level of protection as required by the DPF Principles; and (d) upon notice under (c), take reasonable and appropriate steps to stop and remediate unauthorized processing. Pluspoint remains liable under the DPF Principles if its Sub-processors process Customer Personal Data in a manner inconsistent with the DPF Principles, unless Pluspoint proves that it is not responsible for the event giving rise to the damage.

9.4 FTC Enforcement. Pluspoint Inc. is subject to the investigatory and enforcement powers of the U.S. Federal Trade Commission (FTC) with respect to its compliance with the DPF.

9.5 Recourse and Arbitration. EU, UK, and Swiss individuals with complaints regarding Pluspoint’s processing of their personal data under the DPF may contact Pluspoint at privacy@pluspoint.io. Pluspoint commits to responding to DPF-related complaints within 45 days of receipt. If a complaint cannot be resolved through Pluspoint’s internal processes, individuals may contact Pluspoint’s designated independent dispute resolution provider. Under certain conditions specified by the DPF Principles, individuals may invoke binding arbitration as a last resort for complaints not resolved by any other means.

10. DATA PROTECTION OFFICER AND EU REPRESENTATIVE

10.1 Pluspoint has designated a Data Protection Officer who can be contacted at: privacy@pluspoint.io

10.2 In accordance with Article 27 of the General Data Protection Regulation, Pluspoint has appointed the following EU Representative: João Pedro Brasil Centro de Negocios Puerta de Banus, Módulo A Oficina 2, Marbella, Malaga 29660, Spain Email: privacy@pluspoint.io

10.3 The EU Representative shall serve as a point of contact for data subjects and supervisory authorities on all issues related to the processing of personal data under this DPA.

11. DATA RETURN AND DELETION

The parties agree that on the termination of the data processing services or upon User’s reasonable written request at: privacy@pluspoint.io, Pluspoint shall notify about User request any Sub-processors to, at the choice of User, return all the Customer Personal Data and copies of such data to User or securely destroy them and demonstrate to the satisfaction of User that it has taken such measures, unless Data Protection Requirements prevent Pluspoint from returning or destroying all or part of the Customer Personal Data disclosed. In such a case, Pluspoint agrees to preserve the confidentiality of the Customer Personal Data retained by it and that it will only actively process such Customer Personal Data after such date to comply with applicable laws.

12. THIRD PARTY DATA PROCESSORS

12.1 User acknowledges that in the provision of some services, Pluspoint may transfer Customer Personal Data to and otherwise interact with third party data processors and Subprocessors.

12.2 The list of Sub-processors is provided in Schedule A to this DPA.

13. GOVERNING LAW, JURISDICTION, AND VENUE

The governing law of this Data Processing Agreement shall be the laws of the State of Delaware, United States, without regard to its conflict of law provisions. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be resolved in accordance with the dispute resolution provisions set forth in the Terms of Use.

14. TERM

This DPA shall enter into force as of the Effective Date and remain in effect as long as PROCESSOR retains any Personal Data related to this DPA in its possession or control.

IN WITNESS WHEREOF, the parties have caused this DPA to be executed by their authorized representative:

SCHEDULE A

Sub-Processors List

Pluspoint may engage the following Sub-Processors to carry out below processing activities:

• DigitalOcean, LLC. Location: Frankfurt, Germany (EU). Purpose: Cloud hosting and infrastructure. Additional hosting locations for client-specific needs are available upon request.
• HubSpot, Inc. Location: USA. Purpose: CRM, marketing, and customer support.
• Twilio, Inc. Location: USA. Purpose: SMS and voice messaging functionality.
• SendGrid, Inc. (Twilio). Location: USA. Purpose: Transactional email delivery.
• Google LLC. Location: USA. Purpose: Business profile management, reviews, analytics, translation, and cloud services.
• Meta Platforms, Inc. Location: USA. Purpose: Facebook and Instagram business page management, messaging.
• Stripe, Inc. Location: USA. Purpose: Payment and subscription processing.
• Sentry (Functional Software, Inc.). Location: USA. Purpose: Application error tracking and performance monitoring.
• PostHog, Inc. Location: EU. Purpose: Product analytics and user behavior insights.
• OpenAI, L.L.C. Location: USA. Purpose: AI-powered features including review analysis, chatbot, and content generation.
• Anthropic, PBC. Location: USA. Purpose: AI-powered conversation processing and analysis.
• Yext, Inc. Location: USA. Purpose: Business listing management and syndication.
• DataShake Ltd. Location: USA. Purpose: Review aggregation from third-party platforms.
• WhatsApp LLC (Meta). Location: USA. Purpose: WhatsApp Business messaging channel.
• Zapier, Inc. Location: USA. Purpose: Optional workflow automation integration.

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SCHEDULE B

Standard Contractual Clauses

For the purposes of Article 46(2)(c) of Regulation (EU) 2016/679 for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection.

The CONTROLLER under the Pluspoint DPA accepting these clauses (the“data exporter”) and

The PROCESSOR under the Pluspoint DPA accepting these clauses (hereinafter the the “data importer”),

Each party is separately referred to as “Party”, and jointly as “Parties”,

HAVE AGREED on the following Contractual Clauses (the “Clauses”) in order to adduce adequate safeguards with respect to the protection of privacy and fundamental rights and freedoms of individuals for the transfer by the data exporter to the data importer of the personal data specified in Appendix 1.

Clause 1

Definitions

For the purposes of the Clauses:

A. ‘personal data’, ‘special categories of data’, ‘process/processing’, ‘controller’, ‘processor’, ‘data subject’ and ‘supervisory authority’ shall have the same meaning as in Regulation (EU) 2016/679 of theEuropean Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation);

B. ’the data exporter’ means the controller who transfers the personal data;

C. ‘the data importer’ means the processor who agrees to receive from the data exporter personal data intended for processing on his behalf after the transfer in accordance with his instructions and the terms of the Clauses and who is not subject to a third country’s system ensuring adequate protection within the meaning of Article 45 of Regulation (EU) 2016/679;

D. ‘the subprocessor’ means any processor engaged by the data importer or by any other subprocessor of the data importer who agrees to receive from the data importer or from any other subprocessor of the data importer personal data exclusively intended for processing activities to be carried out on behalf of the data exporter after the transfer in accordance with his instructions, the terms of the Clauses and the terms of the written subcontract;

E. ’the applicable data protection law’ means the legislation protecting the fundamental rights and freedoms of individuals and, in particular, their right to privacy with respect to the processing of personal data applicable to a data controller in the Member State in which the data exporter is established;

F. ‘technical and organisational security measures’ means those measures aimed at protecting personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing.

Clause 2

Details of the transfer

The details of the transfer and in particular the special categories of personal data where applicable are specified in Appendix 1 which forms an integral part of the Clauses.

Clause 3

Third-party beneficiary clause

1. The data subject can enforce against the data exporter this Clause, Clause 4(b) to (i), Clause 5(a) to (e), and (g) to (j), Clause 6(1) and (2), Clause 7, Clause 8(2), and Clauses 9 to 12 as third-party beneficiary.

2. The data subject can enforce against the data importer this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where the data exporter has factually disappeared or has ceased to exist in law unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law, as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity.

3. The data subject can enforce against the subprocessor this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, unless any successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law as a result of which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such entity. Such third-party liability of the subprocessor shall be limited to its own processing operations under the Clauses.

4. The parties do not object to a data subject being represented by an association or other body if the data subject so expressly wishes and if permitted by national law.

Clause 4

Obligations of the data exporter

The data exporter agrees and warrants:

A. that the processing, including the transfer itself, of the personal data has been and will continue to be carried out in accordance with the relevant provisions of the applicable data protection law and does not violate the relevant provisions of that State;

B. that it has instructed and throughout the duration of the personal data processing services will instruct the data importer to process the personal data transferred only on the data exporter’s behalf and in accordance with the applicable data protection law and the Clauses;

C. that the data importer will provide sufficient guarantees in respect of the technical and organisational security measures specified in Appendix 2 to this contract;

D. that after assessment of the requirements of the applicable data protection law, the security measures are appropriate to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing, and that these measures ensure a level of security appropriate to the risks presented by the processing and the nature of the data to be protected having regard to the state of the art and the cost of their implementation;

E. that it will ensure compliance with the security measures;

F. that, if the transfer involves special categories of data, the data subject has been informed or will be informed before, or as soon as possible after, the transfer that its data could be transmitted to a third country not providing adequate protection within the meaning of Regulation (EU) 2016/679;

G. to forward any notification received from the data importer or any subprocessor pursuant to Clause 5(b) and Clause 8(3) to the data protection supervisory authority if the data exporter decides to continue the transfer or to lift the suspension;

H. to make available to the data subjects upon request a copy of the Clauses, with the exception of Appendix 2, and a summary description of the security measures, as well as a copy of any contract for subprocessing services which has to be made in accordance with the Clauses, unless the Clauses or the contract contain commercial information, in which case it may remove such commercial information;

I. that, in the event of subprocessing, the processing activity is carried out in accordance with Clause 11 by a subprocessor providing at least the same level of protection for the personal data and the rights of data subject as the data importer under the Clauses; and

J. that it will ensure compliance with Clause 4(a) to (i).

Clause 5

Obligations of the data importer |2|

The data importer agrees and warrants:

A. to process the personal data only on behalf of the data exporter and in compliance with its instructions and the Clauses; if it cannot provide such compliance for whatever reasons, it agrees to inform promptly the data exporter of its inability to comply, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;

B. that it has no reason to believe that the legislation applicable to it prevents it from fulfilling the instructions received from the data exporter and its obligations under the contract and that in the event of a change in this legislation which is likely to have a substantial adverse effect on the warranties and obligations provided by Clauses, it will promptly notify the change to the data exporter as soon as it is aware, in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;

C. that it has implemented the technical and organisational security measures specified in Appendix 2 before processing the personal data transferred;

D. that it will promptly notify the data exporter about:

1. any legally binding requests for disclosure of personal data by a law enforcement authority unless otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation,

2. any accidental or unauthorised access, and

3. any request received directly from the data subjects without responding to that request, unless it has been otherwise authorised to do so;

E. to deal promptly and properly with all inquiries from the data exporter relating to its processing of the personal data subject to the transfer and to abide by the advice of the supervisory authority with regard to the processing of the data transferred;

F. at the request of the data exporter to submit its data processing facilities for audit of the processing activities covered by the Clauses which shall be carried out by the data exporter or an inspection body composed of independent members and in possession of the required professional qualifications bound by a duty of confidentiality, selected by the data exporter, where applicable, in agreement with the supervisory authority;

G. to make available to the data subject upon request a copy of the Clauses, or any existing contract for subprocessing, unless the Clauses or contract contain commercial information, in which case it may remove such commercial information, with the exception of Appendix 2 which shall be replaced by a summary description of the security measures in those cases where the data subject is unable to obtain a copy from the data exporter;

H. that, in the event of subprocessing, it has previously informed the data exporter and obtained its prior written consent;

I. that the processing services by the subprocessor will be carried out in accordance with Clause 11;

J. to send promptly a copy of any subprocessor agreement it concludes under the Clauses to the data exporter.

Clause 6

Liability

1. The parties agree that any data subject who has suffered damage as a result of any breach of the obligations referred to in Clause 3 or in Clause 11 by any party or subprocessor is entitled to receive compensation from the data exporter for the damage suffered.

2. If a data subject is not able to bring a claim for compensation in accordance with paragraph 1 against the data exporter, arising out of a breach by the data importer or his subprocessor of any of their obligations referred to in Clause 3 or in Clause 11, because the data exporter has factually disappeared or ceased to exist in law or has become insolvent, the data importer agrees that the data subject may issue a claim against the data importer as if it were the data exporter, unless any successor entity has assumed the entire legal obligations of the data exporter by contract by operation of law, in which case the data subject can enforce its rights against such entity.

3. The data importer may not rely on a breach by a subprocessor of its obligations in order to avoid its own liabilities.

4. If a data subject is not able to bring a claim against the data exporter or the data importer referred to in paragraphs 1 and 2, arising out of a breach by the subprocessor of any of their obligations referred to in Clause 3 or in Clause 11 because both the data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, the subprocessor agrees that the data subject may issue a claim against the data subprocessor with regard to its own processing operations under the Clauses as if it were the data exporter or the data importer, unless any successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law, in which case the data subject can enforce its rights against such entity. The liability of the subprocessor shall be limited to its own processing operations under the Clauses.

Clause 7

Mediation and jurisdiction

1. The data importer agrees that if the data subject invokes against it third-party beneficiary rights and/or claims compensation for damages under the Clauses, the data importer will accept the decision of the data subject:

1. to refer the dispute to mediation, by an independent person or, where applicable, by the supervisory authority;

2. to refer the dispute to the courts in the Member State in which the data exporter is established.

2. The parties agree that the choice made by the data subject will not prejudice its substantive or procedural rights to seek remedies in accordance with other provisions of national or international law.

Clause 8

Cooperation with supervisory authorities

1. The data exporter agrees to deposit a copy of this contract with the supervisory authority if it so requests or if such deposit is required under the applicable data protection law.

2. The parties agree that the supervisory authority has the right to conduct an audit of the data importer, and of any subprocessor, which has the same scope and is subject to the same conditions as would apply to an audit of the data exporter under the applicable data protection law.

3. The data importer shall promptly inform the data exporter about the existence of legislation applicable to it or any subprocessor preventing the conduct of an audit of the data importer, or any subprocessor, pursuant to paragraph 2. In such a case the data exporter shall be entitled to take the measures foreseen in Clause 5 (b).

Clause 9

Governing Law

The Clauses shall be governed by the laws of England.

Clause 10

Variation of the contract

The parties undertake not to vary or modify the Clauses. This does not preclude the parties from adding clauses on business related issues where required as long as they do not contradict the Clause.

Clause 11

Subprocessing

1. The data importer shall not subcontract any of its processing operations performed on behalf of the data exporter under the Clauses without the prior written consent of the data exporter. Where the data importer subcontracts its obligations under Clauses, with the consent of the data exporter, it shall do so only by way of a written agreement with the subprocessor which imposes the same obligations on the subprocessor as are imposed on the data importer under the Clauses |3|. Where the subprocessor fails to fulfil its data protection obligations under such written agreement the data importer shall remain fully liable to the data exporter for the performance of the subprocessor’s obligations under such agreement.

2. The prior written contract between the data importer and the subprocessor shall also provide for a third-party beneficiary clause as laid down in Clause 3 for cases where the data subject is not able to bring a claim for compensation referred to in paragraph 1 of Clause 6 against the data exporter or the data importer because they have factually disappeared or have ceased to exist in law or have become insolvent and no successor entity has assumed the entire legal obligations of the data exporter or data importer by contract or by operation of law. Such third-party liability of the subprocessor shall be limited to its own processing operations under the Clauses.

3. The provisions relating to data protection aspects for subprocessing of the contract referred to in paragraph 1 shall be governed by the laws of England.

4. The data exporter shall keep a list of subprocessing agreements concluded under the Clauses and notified by the data importer pursuant to Clause 5 (j), which shall be updated at least once a year. The list shall be available to the data exporter’s data protection supervisory authority.

Clause 12

Obligation after the termination of personal data processing services

1. The parties agree that on the termination of the provision of data processing services, the data importer and the subprocessor shall, at the choice of the data exporter, return all the personal data transferred and the copies thereof to the data exporter or shall destroy all the personal data and certify to the data exporter that it has done so, unless legislation imposed upon the data importer prevents it from returning or destroying all or part of the personal data transferred. In that case, the data importer warrants that it will guarantee the confidentiality of the personal data transferred and will not actively process the personal data transferred anymore.

2. The data importer and the subprocessor warrant that upon request of the data exporter and/or of the supervisory authority, it will submit its data processing facilities for an audit of the measures referred to in paragraph 1.

APPENDIX 1 TO THE STANDARD CONTRACTUAL CLAUSES

This Appendix forms part of the Clauses and must be completed and signed by the parties.

The Member States may complete or specify, according to their national procedures, any additional necessary information to be contained in this Appendix.

Data exporter

The data exporter is the entity defined as the data exporter above.

Data importer

The data exporter is the entity defined as the data importer above.

Data subjects

Data subjects include: (i) the data exporter’s employees and authorized users who access the Pluspoint Platform; and (ii) the data exporter’s end-users, customers, and contacts whose personal data is uploaded to, collected through, or processed by the Pluspoint Platform on behalf of the data exporter.

Categories of data

The categories of personal data transferred are within the control of the data exporter and may include data relating to individuals to the extent provided to data importer by or at the direction of the data exporter pursuant to applicable terms of service between them, including but not limited to: (i) end-user identification data: first name, last name, email address, phone number; (ii) social media profiles: Instagram and Facebook profile identifiers; (iii) communication data: conversation and message content across channels (SMS, email, WhatsApp, Facebook Messenger, live chat); (iv) feedback data: survey responses, ratings, and review content from connected platforms (Google, Facebook, Yelp, TripAdvisor, and others); (v) engagement data: coupon redemption records, campaign interaction records, and activity history; and (vi) communication preferences: email subscription status and notification settings.

Processing operations

The processing operations are the Services (as defined in the Data Processing Agreement between the parties) that are used by the data exporter and described in respective documentation.

APPENDIX 2 TO THE STANDARD CONTRACTUAL CLAUSES

This Appendix forms part of the Clauses and must be completed and signed by the parties.

Technical and organisational security measures implemented by the data importer in accordance with Clauses 4(d) and 5(c) (or document/legislation attached):

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, the Data Processor shall implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk, including inter alia as appropriate:

● the pseudonymisation and encryption of Data;

● the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services;

● the ability to restore the availability and access to Data in a timely manner in the event of a physical or technical incident;

● a process for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures for ensuring the security of the processing.

Notwithstanding the above, following specific measures shall be taken:

1. Physical access control

Measures to prevent unauthorized persons from gaining access to data processing systems for processing or using Data:

1. Definition of persons who are granted physical access;

2. Electronic access control;

3. Issuance of access IDs;

4. Implementation of policy for external individuals;

5. Alarm device or security service outside service times;

6. Division of premises into different security zones;

7. Implementation of key(-card) handling policy;

8. Security doors (electronic door opener, ID reader, CCTV);

9. Implementation of measures for on-premise security (e.g. intruder alert/notification).

2. Logical access control

Measures to prevent that unauthorized persons use data processing equipment and –procedures:

1. Definition of persons who may access data processing equipment;

2. Implementation of policy for external individuals;

3. Password protection of personal computers.

3. Data access control

Measures that ensure that persons entitled to use a data Processing system gain access only to such Data as they are entitled to access in accordance with their access rights:

1. Allocation of separate terminals/work stations and of ID-parameters exclusively

to specific functions;

2. Implementation of partial access rights for respective Data and functions;

3. Requirement of identification vis-à-vis the data processing system (e.g. via ID and authentication;

4. Implementation of policy on access- and user-roles;

5. Evaluation of protocols in case of damaging incidents.

4. Data Transfer control

Measures to ensure that Data cannot be read, copied, modified or deleted without authorisation during electronic transmission, transport or storage on storage media, and that the target entities for any transfer of Data by means of data transmission facilities can be established and verified.

Encryption.

5. Entry control

Measures to ensure that it is possible to check and ascertain whether Data have been entered into, altered or removed from Data processing systems and if so, by whom:

Logging of data entry.

6. Control of instructions

Measures to ensure that Data processed on behalf of others are processed strictly in compliance with the Data Controller’s instructions:

1. Documentation of distinction of competences and obligations between Data

Controller and Data Processor;

2. Formal assignment process;

3. Control of work results.

7. Availability control

Measures to ensure that Data is protected against accidental destruction or loss:

1. Realization of a regular backup schedule;

2. Control of condition and respective labelling of data carriers for data backup purposes.

8. Control of data separation

Measures to ensure that data collected for different purposes can be processed separately.

Logical separation of data of each of Data Processor’s clients.

ILLUSTRATIVE INDEMNIFICATION CLAUSE

Liability

The parties agree that if one party is held liable for a violation of the clauses committed by the other party, the latter will, to the extent to which it is liable, indemnify the first party for any cost, charge, damages, expenses or loss it has incurred.

Indemnification is contingent upon:

1. the data exporter promptly notifying the data importer of a claim; and

2. the data importer being given the possibility to cooperate with the data exporter in the defence and settlement of the claim.

|1| Parties may reproduce definitions and meanings contained in Regulation (EU) 2016/679 within this Clause if they considered it better for the contract to stand alone.

|2| Mandatory requirements of the national legislation applicable to the data importer which do not go beyond what is necessary in a democratic society on the basis of one of the interests listed in Article 23(1) of Regulation (EU) 2016/679, that is, if they constitute a necessary measure to safeguard national security, defence, public security, the prevention, investigation, detection and prosecution of criminal offences or of breaches of ethics for regulated professions, an important economic or financial interest of the State or the protection of the data subject or the rights and freedoms of others, are not in contradiction with the standard contractual clauses. Some examples of such mandatory requirements which do not go beyond what is necessary in a democratic society are, interalia, internationally recognised sanctions, tax-reporting requirements or anti-money-laundering reporting requirements.

|3| This requirement may be satisfied by the subprocessor co-signing the contract entered into between the data exporter and the data importer under this Decision