Pylon

Data Processing agreement

This Data Processing Agreement (“Agreement“) forms part of the Contract for
Services (“Principal Agreement“) between

Customer Legal Name:

Customer Address:

(the “Company”)

and

Pylon Labs Inc.
690 5th St.
San Francisco, CA 94107

(the “Data Processor”)

(together as the “Parties”)

WHEREAS

The Company acts as a Data Controller.
The Company wishes to subcontract certain Services, which imply the processing of personal data, to the Data Processor.
The Parties seek to implement a data processing agreement that complies with the requirements of the current legal framework in relation to data processing and with the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).
The Parties wish to lay down their rights and obligations.

The Company acts as a Data Controller.
The Company wishes to subcontract certain Services, which imply the processing of personal data, to the Data Processor.
The Parties seek to implement a data processing agreement that complies with the requirements of the current legal framework in relation to data processing and with the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).
The Parties wish to lay down their rights and obligations.

The Company acts as a Data Controller.
The Company wishes to subcontract certain Services, which imply the processing of personal data, to the Data Processor.
The Parties seek to implement a data processing agreement that complies with the requirements of the current legal framework in relation to data processing and with the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).
The Parties wish to lay down their rights and obligations.

The Company acts as a Data Controller.
The Company wishes to subcontract certain Services, which imply the processing of personal data, to the Data Processor.
The Parties seek to implement a data processing agreement that complies with the requirements of the current legal framework in relation to data processing and with the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).
The Parties wish to lay down their rights and obligations.

The Company acts as a Data Controller.
The Company wishes to subcontract certain Services, which imply the processing of personal data, to the Data Processor.
The Parties seek to implement a data processing agreement that complies with the requirements of the current legal framework in relation to data processing and with the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).
The Parties wish to lay down their rights and obligations.

1. Definitions and Interpretation

1.1. Unless otherwise defined herein, capitalized terms and expressions used in this Agreement shall have the following meaning:

1.1.1. “Agreement” means this Data Processing Agreement and all Schedules;

1.1.2. “Company Personal Data” means any Personal Data Processed by a Contracted Processor on behalf of Company pursuant to or in connection with the Principal Agreement;

1.1.3. “Contracted Processor” means a Subprocessor;

1.1.4. “Data Protection Laws” means EU Data Protection Laws and, to the extent applicable, the data protection or privacy laws of any other country;

1.1.5. “EEA” means the European Economic Area;

1.1.6. “EU Data Protection Laws” means EU Directive 95/46/EC, as transposed into domestic legislation of each Member State and as amended, replaced or superseded from time to time, including by the GDPR and laws implementing or supplementing the GDPR;

1.1.7. “GDPR” means EU General Data Protection Regulation 2016/679;

1.1.8. “Data Transfer” means:

1.1.8.1. a transfer of Company Personal Data from the Company to a Contracted Processor; or

1.1.8.2. an onward transfer of Company Personal Data from a Contracted Processor to a Subcontracted Processor, or between two establishments of a Contracted Processor, in each case, where such transfer would be prohibited by Data Protection Laws (or by the terms of data transfer agreements put in place to address the data transfer restrictions of Data Protection Laws);

1.1.9. “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).

1.1.10. “ex-EEA Transfer” means the transfer of Personal Data, which is processed in accordance with the GDPR, from the Data Exporter to the Data Importer (or its premises) outside the European Economic

1.1.11. Area (the “EEA”), and such transfer is not governed by an adequacy decision made by the European Commission in accordance with the relevant provisions of the GDPR.

1.1.12. “ex-UK Transfer” means the transfer of Personal Data 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 Data Importer (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.

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

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

1.1.15. “Services” means online secure services provided by the Data Processor such as Slack integrations, the web application to broadcast messages, and other services developed by the Data Processor. The details and pricing of the Services can be found on the Data Processor’s website.

1.1.16. “Subprocessor” means any person appointed by or on behalf of Processor to process Personal Data on behalf of the Company in connection with the Agreement.

1.2. The terms, “Commission”, “Controller”, “Data Subject”, “Member State”, “Personal Data”, “Personal Data Breach”, “Processing” and “Supervisory Authority” shall have the same meaning as in the GDPR, and their cognate terms shall be construed accordingly.

2. Processing of Company Personal Data

2.1. Processor shall:

2.1.1. comply with all applicable Data Protection Laws in the Processing of Company Personal Data; and

2.1.2. not Process Company Personal Data other than on the relevant Company’s documented instructions

2.2. Controller instructs Processor to process Company Personal Data to provide the Services and related technical support

2.3. 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 with Data 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.

2.4. 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, the Company 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.

2.5. 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.

2.6. Following completion of the Services, Company shall 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 11 (Data Transfer), 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.

3. Processor Personnel

Processor shall take reasonable steps to ensure the reliability of any employee, agent or contractor of any Contracted Processor who may have access to the Company Personal Data, ensuring in each case that access is strictly limited to those individuals who need to know / access the relevant Company Personal Data, as strictly necessary for the purposes of the Principal Agreement, and to comply with Applicable Laws in the context of that individual’s duties to the Contracted Processor, ensuring that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.

4. Security

4.1. 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, Processor shall in relation to the Company Personal Data implement appropriate technical and organizational measures to ensure a level of security appropriate to that risk, including, as appropriate, the measures referred to in Article 32(1) of the GDPR.

4.2. In assessing the appropriate level of security, Processor shall take account in particular of the risks that are presented by Processing, in particular from a Personal Data Breach.

5. Subprocessing

5.1. 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 the Services 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.

5.2. A list of Company’s current Authorized Sub-Processors (the “List”) is available to Customer at usepylon.com/subprocessors. 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 and slack notifications) of new Authorized Sub-Processors and Customer, 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 of Personal 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.

5.3. 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.

5.4. 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.

5.5. 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 on Company 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 to Customer for the performance of the Authorized Sub-Processor’s obligationsunder such agreement.

5.6. If Customer and Company have entered into Standard Contractual 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 Standard Contractual Clauses or their equivalent, removed by the Company beforehand, and that such copies will be provided by the Company only upon request by Customer.

6. Data Subject Rights

6.1. Taking into account the nature of the Processing, Processor shall assist the Company by implementing appropriate technical and organizational measures, insofar as this is possible, for the fulfillment of the Company obligations, as reasonably understood by Company, to respond to requests to exercise Data Subject rights under the Data Protection Laws

6.2. Processor shall:

6.2.1. promptly notify Controller if it receives a request from a Data Subject under any Data Protection Law in respect of Company Personal Data; and

6.2.2. ensure that it does not respond to that request except on the documented instructions of Controller or as required by Applicable Laws to which the Processor is subject, in which case Processor shall to the extent permitted by Applicable Laws inform Controller of that legalrequirement before the Contracted Processor responds to the request.

7. Personal Data Breach

7.1. Processor shall notify Controller within 72 hours upon Processor becoming aware of a Personal Data Breach affecting Company Personal Data, providing Company with sufficient information to allow the Company to meet any obligations to report or inform Data Subjects of the Personal Data Breach under the Data Protection Laws.

7.2. Processor shall cooperate with the Company and take reasonable commercial steps as are directed by Controller to assist in the investigation, mitigation and remediation of each such Personal Data Breach.

8. Data Protection Impact Assessment and Prior Consultation

Processor shall provide reasonable assistance to the Controller with any data protection impact assessments, and prior consultations with Supervising Authorities or other competent data privacy authorities, which Company reasonably considers to be required by article 35 or 36 of the GDPR or equivalent provisions of any other Data Protection Law, in each case solely in relation to Processing of Company Personal Data by, and taking into account the nature of the Processing and information available to, the Contracted Processors.

Deletion or return of Company Personal Data

9.1 Subject to this section 9 Processor shall promptly and in any event within 10 business days of the date of cessation of any Services involving the Processing of Company Personal Data (the “Cessation Date”), delete and procure the deletion of all copies of those Company Personal Data.

Audit rights

10.1 Subject to this section 10, Processor shall make available to Controller on request all information necessary to demonstrate compliance with this Agreement, and shall allow for and contribute to audits, including inspections, by the Company or an auditor mandated by the Company in relation to the Processing of the Company Personal Data by the Contracted Processors.

10.2. Information and audit rights of the Company only arise under section 10.1 to the extent that the Agreement does not otherwise give them information and audit rights meeting the relevant requirements of Data Protection Law.

Data Transfer

11.1. The parties agree that Company may transfer Personal 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.

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

11.2.1. Module One (Controller to Controller) of the EU SCCs apply when Company is processing Personal Data as a controller.

11.2.2. Module Two (Controller to Processor) 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.

11.2.3. Module Three (Processor to Sub-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.

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

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

11.3.2. In Clause 9, Option 2 (general written authorization) applies;

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

11.3.4. All square brackets in Clause 13 are hereby removed;

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

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

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

11.3.8. Exhibit C to this DPA contains the information required in Annex II of the EU SCCs; and

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

11.4. Ex-UK Transfers. The parties agree that ex-UK Transfers are made pursuant to the UK SCCs, 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.

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

11.5.1. The terms “General Data Protection 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 June 1992 (the “FADP,” and as revised as of 25 September 2020, the “Revised FADP”) with respect to data transfers subject to the FADP.

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

11.5.3. Clause 13 of the EU SCCs is modified to provide that the Federal Data Protection and Information Commissioner (“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.

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

11.6. Ex-UK Transfers. The parties agree that ex-UK Transfers are made pursuant to the UK SCCs, 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.

11.6.1. 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’s Personal Data (“Government Agency Requests”);

11.6.2. If, after the date of this DPA, 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 provide Customer’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 unless Company is legally prohibited from doing so. Company shall not voluntarily disclose Personal Data to any law enforcement or government agency. Data Exporter and Data Importer shall (as soon as reasonably practicable) discuss and determine whether all or any transfers of Personal Data pursuant to this DPA should be suspended in the light of the such Government Agency Requests; and

11.6.3. The Data Exporter and Data Importer will meet as needed to consider whether:

11.6.3.1 . 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;

11.6.3.3. enable the transfer to be compliant with the Data Protection Laws; and

11.6.3.4. 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.

11.6.4. 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.

11.6.4. 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 Personal Data 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.

General Terms

12.1 Confidentiality. Each Party must keep this Agreement and information it receives about the other Party and its business in connection with this Agreement (“Confidential Information”) confidential and must not use or disclose that Confidential Information without the prior written consent of the other Party except to the extent that:

(a) disclosure is required by law;

(b) the relevant information is already in the public domain.

(a) disclosure is required by law;

(b) the relevant information is already in the public domain.

(a) disclosure is required by law;

(b) the relevant information is already in the public domain.

(a) disclosure is required by law;

(b) the relevant information is already in the public domain.

(a) disclosure is required by law;

(b) the relevant information is already in the public domain.

10.3. Notices. All notices and communications given under this Agreement must be in writing and will be delivered personally, sent by post, sent by email, or sent by Slack to the address or email address set out in the heading of this Agreement at such other address as notified from time to time by the Parties changing address.

Governing Law and Jurisdiction

13.1 This Agreement is governed by the laws of The United States of America.

13.2. Any dispute arising in connection with this Agreement, which the Parties will not be able to resolve amicably, will be submitted to the exclusive jurisdiction of the courts of the United States, subject to possible appeal to the EU.

IN WITNESS WHEREOF, this Agreement is entered into with effect from the date first set out below.

Pylon Labs Inc.

Signature _______________________

Name: _________________________

Title: __________________________

Date Signed _____________________

Customer Legal Name:

Signature _______________________

Contact Name: ___________________

Contact Title: ____________________

Date Signed _____________________

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 of Processing: 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 and Data Management Policy.

Categories of Data Subjects: Customer’s employees, consultants, contractors, and/or agents.

Categories of Personal Data: Company processes Personal Data contained in Company Account Data, Company Usage Data, and any Personal Data provided by Customer (including any Personal Data Customer collects from its end users and processes through its use of the Services) 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, Slack username, and communication data.

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

Categories of Data Subjects: Customer’s employees, consultants, contractors, and/or agents.

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

Categories of Data Subjects: Customer’s employees, consultants, contractors, and/or agents.

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

Categories of Data Subjects: Customer’s employees, consultants, contractors, and/or agents.

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

Categories of Data Subjects: Customer’s employees, consultants, contractors, and/or agents.

Exhibit B

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

The Parties

Data exporter(s):

Name:

Trading Name (if different):

Address:

Contact person’s name, position and contact details:

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

Signature and date:

Role (controller/processor): Controller

Data importer(s):

Name: Pylon Labs, Inc.

Address and contact information: 690 5th Street, San Francisco, CA 94107; security@usepylon.com

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

Signature and date:

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

Data exporter(s):

Name:

Trading Name (if different):

Address:

Contact person’s name, position and contact details:

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

Signature and date:

Role (controller/processor): Controller

Data importer(s):

Name: Pylon Labs, Inc.

Address and contact information: 690 5th Street, San Francisco, CA 94107; security@usepylon.com

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

Signature and date:

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

Data exporter(s):

Name:

Trading Name (if different):

Address:

Contact person’s name, position and contact details:

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

Signature and date:

Role (controller/processor): Controller

Data importer(s):

Name: Pylon Labs, Inc.

Address and contact information: 690 5th Street, San Francisco, CA 94107; security@usepylon.com

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

Signature and date:

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

Data exporter(s):

Name:

Trading Name (if different):

Address:

Contact person’s name, position and contact details:

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

Signature and date:

Role (controller/processor): Controller

Data importer(s):

Name: Pylon Labs, Inc.

Address and contact information: 690 5th Street, San Francisco, CA 94107; security@usepylon.com

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

Signature and date:

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

Data exporter(s):

Name:

Trading Name (if different):

Address:

Contact person’s name, position and contact details:

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

Signature and date:

Role (controller/processor): Controller

Data importer(s):

Name: Pylon Labs, Inc.

Address and contact information: 690 5th Street, San Francisco, CA 94107; security@usepylon.com

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

Signature and date:

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

Description of the Transfer

Description of the Transfer

Description of the Transfer

Description of the Transfer

Description of the Transfer

Data exporter(s):

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 provide 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://usepylon.com/subprocessors.pdf.

Data exporter(s):

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

Recipients of Personal Data Transferred to the Data Importer

Data exporter(s):

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

Recipients of Personal Data Transferred to the Data Importer

Data exporter(s):

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

Recipients of Personal Data Transferred to the Data Importer

Data exporter(s):

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

Recipients of Personal Data Transferred to the Data Importer

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 Information Commissioner’s Officer. You can find their contact information at https://usepylon.com/privacy

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 and Annex II of the UK Addendum.

Measures of pseudonymisation 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.

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.

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 2 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 AWS’s transparent disk encryption, which uses industry standard AES-256 encryption to secure all volume (disk) data. All keys are fully managed by AWS.

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 AWS. https://aws.amazon.com/compliance/data-center/controls/

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 an ISO 27001-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 and ISO 27001 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 using GraphQL 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.

Exhibit D

UK Addendum

International Data Transfer Addendum to the EU Commission Standard Contractual Clauses

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

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

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

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

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 the Parties), and which for this UK Addendum is set out in:

Annex 1A: List of Parties - As per Table 1 above

Annex II: Technical and organisational measures including technical and organisational measures to ensure the security of the data: - See Exhibit C of this DPA

Annex 2B: Description of Transfer - See Exhibit B of this DPA

Annex III: List of Sub processors (Modules 2 and 3 only): - 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 (if any) to terminate the UK Addendum if the ICO changes the approved UK Addendum which directly results in a substantial, disproportionate, and demonstrable increase in (a) its direct costs of performing its obligations under the UK Addendum or (b) its risk under the UK Addendum.]

Ending this UK Addendum when the Approved UK Addendum changes -

x Importer

x Exporter

☐ Neither Party

c. Entering into this UK Addendum:

Each party agrees to be bound by the terms and conditions set out in this UK Addendum, in exchange for the other party also agreeing to be bound by this UK Addendum.
Although Annex 1A and Clause 7 of the Approved EU SCCs require signature by the Parties, for the purpose of making ex-UK Transfers, the Parties may enter into this UK Addendum in any way that makes them legally binding on the Parties and allows data subjects to enforce their rights as set out in this UK Addendum. Entering into this UK Addendum will have the same effect as signing the Approved EU SCCs and any part of the Approved EU SCCs.

d. Interpretation of this UK Addendum

Where this UK Addendum uses terms that are defined in the Approved EU SCCs those terms shall have the same meaning as in the Approved 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.

The UK Addendum must always be interpreted in a manner that is consistent with UK Data Protection Laws and so that it fulfills the Parties’ obligation to provide the Appropriate Safeguards.
If the provisions included in the UK Addendum amend the Approved EU SCCs in any way which is not permitted under the Approved EU SCCs or the Approved UK Addendum, such amendment(s) will not be incorporated in the UK Addendum and the equivalent provision of the Approved EU SCCs will take their place.
If there is any inconsistency or conflict between UK Data Protection Laws and the UK Addendum, UK Data Protection Laws will apply.
If the meaning of the UK Addendum is unclear or there is more than one meaning, the meaning which most closely aligns with UK Data Protection Laws applies.
Any references to legislation (or specific provisions of legislation) means that legislation (or specific provision) as it may change over time. This includes where that legislation (or specific provision) has been consolidated, re-enacted and/or replaced after the UK Addendum has been entered into.

e. Hierarchy

Although Clause 5 of the Approved EU SCCs sets out that the Approved EU SCCs prevail over all related agreements between the parties, the parties agree that, for ex-UK Transfers, the hierarchy in Section 10 below will prevail.
Where there is any inconsistency or conflict between the Approved UK Addendum and the EU SCCs (as applicable), the Approved UK Addendum overrides the EU SCCs, except where (and in so far as) the inconsistent or conflicting terms of the EU SCCs provides greater protection for data subjects, in which case those terms will override the Approved UK Addendum.
Where this UK Addendum incorporates EU SCCs which have been entered into to protect ex-EU Transfers subject to the GDPR, then the parties acknowledge that nothing in the UK Addendum impacts those EU SCCs.

f. Incorporation and Changes to the EU SCCs:

This UK Addendum incorporates the EU SCCs which are amended to the extent necessary so that:

g. together they operate for data transfers made by the data exporter to the data importer, to the extent that UK Data Protection Laws 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 incorporated into it) is (1) governed by the laws of England and Wales and (2) any dispute arising from it is resolved by the courts of England and Wales.

Unless the parties have agreed alternative amendments which meet the requirements of Section 12 of this UK Addendum, the provisions of Section 15 of this UK Addendum will apply.
No amendments to the Approved EU SCCs other than to meet the requirements of Section 12 of this UK Addendum may be made.
The following amendments to the EU SCCs (for the purpose of Section 12 of this UK Addendum) are made:

References to the “Clauses” means this UK Addendum, incorporating the EU SCCs;
In Clause 2, delete the words: “and, with respect to data transfers from controllers to processors and/or processors to processors, standard contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679”,
Clause 6 (Description of the transfer(s)) is replaced with: “The details of the transfers(s) and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred) are those specified in Annex I.B where UK Data Protection Laws apply to the data exporter’s processing when making that transfer.”;
Clause 8.7(i) of Module 1 is replaced with: “it is to a country benefitting from adequacy regulations pursuant to Section 17A of the UK GDPR that covers the onward transfer”;
Clause 8.8(i) of Modules 2 and 3 is replaced with: “the onward transfer is to a country benefitting from adequacy regulations pursuant to Section 17A of the UK GDPR that covers the onward transfer;”
References to “Regulation (EU) 2016/679”, “Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation)” and “that Regulation” are all replaced by “UK Data Protection Laws”. References to specific Article(s) of “Regulation (EU) 2016/679” are replaced with the equivalent Article or Section of UK Data Protection Laws;
References to Regulation (EU) 2018/1725 are removed;
References to the “European Union”, “Union”, “EU”, “EU Member State”, “Member State” and “EU or Member State” are all replaced with the “UK”;
The reference to “Clause 12(c)(i)” at Clause 10(b)(i) of Module one, is replaced with “Clause 11(c)(i)”;
Clause 13(a) and Part C of Annex I are not used;
The “competent supervisory authority” and “supervisory authority” are both replaced with the “Information Commissioner”;
In Clause 16(e), subsection (i) is replaced with: “the Secretary of State makes regulations pursuant to Section 17A of the Data Protection Act 2018 that cover the transfer of personal data to which these clauses apply;”;
Clause 17 is replaced with: “These Clauses are governed by the laws of England and Wales”;
Clause 18 is replaced with: “Any dispute arising from these Clauses shall be resolved by the courts of England and Wales.” A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of any country in the UK. The parties agree to submit themselves to the jurisdiction of such courts.”; and
The footnotes to the Approved EU SCCs do not form part of the UK Addendum, except for footnotes 8, 9, 10 and 11.

j. Amendments to the UK Addendum

The parties may agree to change Clauses 17 and/or 18 of the EU SCCs to refer to the laws and/or courts of Scotland or Northern Ireland.
If the parties wish to change the format of the information included in Part 1: Tables of the Approved UK Addendum, they may do so by agreeing to the change in writing, provided that the change does not reduce the Appropriate Safeguards.
From time to time, the ICO may issue a revised Approved UK Addendum which:

makes reasonable and proportionate changes to the Approved UK Addendum, including correcting errors in the Approved UK Addendum; and/or
reflects changes to UK Data Protection Laws;

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

If the ICO issues a revised Approved UK Addendum under Section 18 of this UK Addendum, if a party will as a direct result of the changes in the Approved UK Addendum have a substantial, disproportionate and demonstrable increase in:

c. its direct costs of performing its obligations under the UK Addendum; and/or

d. its risk under the UK Addendum,

and in either case it has first taken reasonable steps to reduce those costs or risks so that it is not substantial and disproportionate, then that party may end this UK Addendum at the end of a reasonable notice period, by providing written notice for that period to the other party before the start date of the revised Approved UK Addendum.

The parties do not need the consent of any third party to make changes to this UK Addendum, but any changes must be made in accordance with its terms.

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Data Processing agreement

WHEREAS

1. Definitions and Interpretation

2. Processing of Company Personal Data

3. Processor Personnel

4. Security

5. Subprocessing

6. Data Subject Rights

7. Personal Data Breach

8. Data Protection Impact Assessment and Prior Consultation

Deletion or return of Company Personal Data

Audit rights

Data Transfer

General Terms

Governing Law and Jurisdiction

Exhibit A

Details of Processing

Exhibit B

Exhibit C

Exhibit D

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