Data Protection Addendum

·Data Protection Addendum

·For an executable copy, please reach out to support@clickup.com.

·The customer agreeing to these terms ("Customer") has entered into either a Terms of Use Agreement or SaaS Services Agreement with Mango Technologies, Inc. ("ClickUp") under which ClickUp has agreed to provide services to Customer (as amended from time to time, the "Agreement").

·This Data Protection Addendum, including its applicable Appendices (the "Addendum") will be effective and replace any previously applicable data processing and security terms as of the Addendum Effective Date (as defined below). This Addendum forms part of the Agreement.

·Any capitalized term used but not otherwise defined in this Addendum shall have the meaning provided to it in the Agreement.

11. Definitions

·For purposes of this Addendum, the terms below shall have the meanings set forth below. Capitalized terms that are used but not otherwise defined in this Addendum shall have the meanings set forth in the Agreement.

1.11.1. "Addendum Effective Date" means the date on which the parties agreed to this Addendum.

1.21.2. "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity, where "control" refers to the power to direct or cause the direction of the subject entity, whether through ownership of voting securities, by contract or otherwise.

1.31.3. "Audit Reports" has the meaning given in Section 5.4.4 (Audit Reports).

1.41.4. "CCPA" means the California Consumer Privacy Act of 2018, as amended, and its implementing regulations.

1.51.5. "Customer Personal Data" means any personal data or personal information of data subjects contained within the data provided to or accessed by ClickUp by or on behalf of Customer or Customer end users in connection with the Services.

1.61.6. "Global Data Protection Legislation" means the European Data Protection Legislation, CCPA, and LGPD as applicable to the processing of Customer Personal Data under the Agreement.

1.71.7. "EEA" means the European Economic Area.

1.81.8. "EU" means the European Union.

1.91.9. "European Data Protection Legislation" means the GDPR and other data protection laws of the EU, its Member States, Switzerland, Iceland, Liechtenstein and Norway and the United Kingdom, applicable to the processing of Customer Personal Data under the Agreement.

1.101.10. "GDPR" means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data of EU data subjects and on the free movement of such data, and repealing Directive 95/46/EC.

1.111.11. "Information Security Incident" means a breach of ClickUp's security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Customer Personal Data in ClickUp's possession, custody or control. "Information Security Incidents" will not include unsuccessful attempts or activities that do not compromise the security of Customer Personal Data, including unsuccessful log-in attempts, pings, port scans, denial of service attacks, and other network attacks on firewalls or networked systems.

1.121.12. "LGPD" means the Brazilian General Data Protection Law.

1.131.13. "Standard Contractual Clauses" or "SCCs" has the meaning set forth in Appendix 3 (Cross Border Transfer Solutions) of this Addendum.

1.141.14. "Security Documentation" means all documents and information made available by ClickUp under Section 5.4.1 (Audits).

1.151.15. "Security Measures" has the meaning given in Section 5.1.1 (ClickUp's Security Measures).

1.161.16. "Services" means the services and/or products to be provided by ClickUp to Customer under the Agreement.

1.171.17. "Subprocessors" means third parties authorized under this Addendum to process Customer Personal Data in relation to the Services.

1.181.18. "Term" means the period from the Addendum Effective Date until the end of ClickUp's provision of the Services.

1.191.19. "Transfer Solution" means the Standard Contractual Clauses or another solution that enables the lawful transfer of personal data to a third country in accordance with Article 45 or 46 of the GDPR.

1.201.20. The terms "personal data", "data subject", "processing", "controller", "processor" and "supervisory authority" as used in this Addendum have the meanings given in the GDPR and LGPD, as applicable, and the terms "data importer" and "data exporter" have the meanings given in the Standard Contractual Clauses. The terms "personal information", "Business", and "Service Provider" have the meanings set forth in the CCPA.

22. Duration of Addendum

·This Addendum will take effect on the Addendum Effective Date and, notwithstanding the expiration of the Term, will remain in effect until, and automatically expire upon, ClickUp's deletion of all Customer Personal Data as described in this Addendum.

33. Processing of Data

3.13.1. Roles and Regulatory Compliance; Authorization.

• 3.1.13.1.1. Processor and Controller Responsibilities. This Addendum only applies to the extent that we are processing Customer Personal Data on behalf of Customer. If the European Data Protection Legislation, LGPD, or CCPA apply to the processing of Customer Personal Data, the parties acknowledge and agree that:
• ·(a) the subject matter and details of the processing are described in Appendix 1;
• ·(b) ClickUp is a processor of that Customer Personal Data under the European Data Protection Legislation or LGPD, and/or a Service Provider with respect to that Customer Personal Data under the CCPA, as applicable;
• ·(c) Customer is a either a controller or processor of that Customer Personal Data under European Data Protection Legislation or LGPD, and/or a Business with respect to that Customer Personal Data under the CCPA, as applicable; and
• ·(d) each party will comply with the obligations applicable to it under the applicable Global Data Protection Legislation with respect to the processing of that Customer Personal Data.
• 3.1.23.1.2. Authorization by Third Party Controller. If the European Data Protection Legislation applies to the processing of Customer Personal Data and Customer is a processor, Customer warrants to ClickUp that Customer's instructions and actions with respect to that Customer Personal Data, including its appointment of ClickUp as another processor and its consent to ClickUp's onward transfers of Customer Personal Data to its Subprocessors, have been authorized by the relevant controller.

3.23.2. Scope of Processing.

• 3.2.13.2.1. Customer's Instructions. By entering into this Addendum, Customer instructs ClickUp to process Customer Personal Data only in accordance with applicable law: (a) to provide the Services; (b) as authorized by the Agreement, including this Addendum and its Appendices; and (c) as further documented in any other written instructions given by Customer and acknowledged in writing by ClickUp as constituting instructions for purposes of this Addendum.
• 3.2.23.2.2. ClickUp's Compliance with Instructions. ClickUp will only process Customer Personal Data in compliance with Global Data Protection Legislation and in accordance with Customer's instructions described in Section 3.2.1 (including with regard to data transfers) ("Customer's Instructions") unless the applicable Global Data Protection Legislation to which ClickUp is subject requires other processing of Customer Personal Data by ClickUp, in which case ClickUp will notify Customer (unless that law prohibits ClickUp from doing so on important grounds of public interest).
• 3.2.33.2.3. Purpose Limitation. ClickUp will not (i) sell or share (as such terms are defined in the CCPA) Customer Personal Data, (ii) process Customer Personal Data outside of the direct business relationship between ClickUp and Customer, (iii) process Customer Personal Data for any purpose other than for the specific purposes set forth in the Agreement, or (iv) otherwise engage in any processing of the Customer Personal Data outside of what a processor or Service Provider may engage in under Global Data Protection Legislation, unless obligated or permitted to do otherwise by Applicable Law. ClickUp shall comply with any applicable restrictions under the CCPA on combining the Customer Personal Data with personal data that ClickUp receives from, or on behalf of, another person or persons, or that ClickUp collects from any interaction between it and any individual.
• 3.2.43.2.4. Notification of Inability to Comply; Remediation. ClickUp will notify Customer after ClickUp makes a determination that it can no longer meet its obligations under the CCPA, and Customer shall have the right, upon seven (7) business days' written notice, to take reasonable and appropriate steps to stop and remediate any unauthorized use of Customer Personal Data by ClickUp.

44. Data Deletion

4.14.1. Deletion on Termination. Unless otherwise set forth in the Agreement, upon expiration of the Term, Customer instructs ClickUp to delete all Customer Personal Data (including existing copies) from ClickUp's systems as required by and in accordance with applicable law as soon as reasonably practicable, unless applicable law prevents ClickUp from deleting such data. To the extent that Customer is bound by laws or regulations that would require ClickUp to retain Customer Personal Data after expiration of the Term and Customer does not inform ClickUp of such retention obligations, Customer shall be solely liable for any deletion of such data by ClickUp in accordance with this Section 4.1.

55. Data Security

5.15.1. ClickUp's Security Measures, Controls and Assistance.

• 5.1.15.1.1. ClickUp's Security Measures. ClickUp will implement and maintain technical and organizational measures to protect Customer Personal Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure of or access to Customer Personal Data as described in Appendix 2 (the "Technical and Organizational Security Measures"). ClickUp may update or modify the Security Measures from time to time provided that such updates and modifications do not materially decrease the overall security of the Services.
• 5.1.25.1.2. Security Compliance by ClickUp Staff. ClickUp will grant access to Customer Personal Data only to employees, contractors and Subprocessors who need such access for the scope of their performance and are subject to appropriate confidentiality arrangements.
• 5.1.35.1.3. ClickUp's Security Assistance. ClickUp will (taking into account the nature of the processing of Customer Personal Data and the information available to ClickUp) provide Customer with reasonable assistance necessary for Customer to comply with its obligations in respect of Customer Personal Data under Global Data Protection Legislation, including Articles 32 to 34 (inclusive) of the GDPR and Articles 6 and 46 of the LGPD, by:
• ·(a) implementing and maintaining the Security Measures in accordance with Section 5.1.1 (ClickUp's Security Measures);
• ·(b) complying with the terms of Section 5.2 (Information Security Incidents); and
• ·(c) providing Customer with the Security Documentation in accordance with Section 5.4.1 (Reviews of Security Documentation) and the Agreement, including this Addendum.

5.25.2. Information Security Incidents.

• 5.2.15.2.1. Information Security Incident Notification. If ClickUp becomes aware of an Information Security Incident, ClickUp will:
• ·(a) notify Customer of the Information Security Incident without undue delay after becoming aware of the Information Security Incident; and
• ·(b) take reasonable steps to identify the case of such Information Security Incident, minimize harm and prevent a recurrence.
• 5.2.25.2.2. Details of Information Security Incident. Notifications made pursuant to this Section 5.2 (Information Security Incidents) will describe, to the extent reasonably practicable, details of the Information Security Incident, including (i) the nature of the Information Security Incident including where possible, the categories and approximate number of data subjects concerned and the categories and approximate number of personal data records concerned; (ii) the name and contact details of the data protection officer or other contact point where more information can be obtained, (iii) the likely consequences of Information Security Incident; (iv) steps taken, or proposed to be taken, to mitigate the potential risks and steps ClickUp recommends Customer take to address the Information Security Incident including, where appropriate, measures to mitigate its possible adverse effects.
• 5.2.35.2.3. Notification. Customer is solely responsible for complying with incident notification laws applicable to Customer and fulfilling any third party notification obligations related to any Information Security Incident(s).
• 5.2.45.2.4. No Acknowledgement of Fault by ClickUp. ClickUp's notification of or response to an Information Security Incident under this Section 5.2 (Information Security Incidents) will not be construed as an acknowledgement by ClickUp of any fault or liability with respect to the Information Security Incident.

5.35.3. Customer's Security Responsibilities and Assessment.

• 5.3.15.3.1. Customer's Security Responsibilities. Customer agrees that, without prejudice to ClickUp's obligations under Section 5.1 (ClickUp's Security Measures, Controls and Assistance) and Section 5.2 (Information Security Incidents):
• 5.3.1.15.3.1.1. Customer is solely responsible for its use of the Services, including:
• 5.3.1.1.15.3.1.1.1. making appropriate use of the Services to ensure a level of security appropriate to the risk in respect of the Customer Personal Data;
• 5.3.1.1.25.3.1.1.2. securing the account authentication credentials, systems and devices Customer uses to access the Services; and
• 5.3.1.1.35.3.1.1.3. securing Customer's systems and devices ClickUp uses to provide the Services; and
• 5.3.1.1.45.3.1.1.4. backing up its Customer Personal Data.
• 5.3.1.25.3.1.2. ClickUp has no obligation to protect Customer Personal Data that Customer elects to store or transfer outside of ClickUp's and its Subprocessors' systems (for example, offline or on-premises storage).
• 5.3.25.3.2. Customer's Security Assessment.
• 5.3.2.15.3.2.1. Customer is solely responsible for reviewing the Security Documentation and evaluating for itself whether the Services, the Security Measures and ClickUp's commitments under this Section 5 (Data Security) will meet Customer's needs, including with respect to any security obligations of Customer under the applicable Global Data Protection Legislation.
• 5.3.2.25.3.2.2. Customer acknowledges and agrees that (taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of the processing of Customer Personal Data as well as the risks to individuals) the Security Measures implemented and maintained by ClickUp as set out in Section 5.1.1 (ClickUp's Security Measures) provide a level of security appropriate to the risk in respect of the Customer Personal Data.

5.45.4. Reviews and Audits of Compliance.

• 5.4.15.4.1. Audits. Customer may audit ClickUp's compliance with its obligations under this Addendum up to once per year. In addition, to the extent required by the applicable Global Data Protection Legislation, including where mandated by Customer's supervisory authority, Customer or Customer's supervisory authority may perform more frequent audits (including inspections). ClickUp will contribute to such audits by providing Customer or Customer's supervisory authority with the information and assistance reasonably necessary to conduct the audit, including any relevant records of processing activities applicable to the Services.
• 5.4.25.4.2. Objections to Third Party Auditor. If a third party is to conduct the audit, ClickUp may object to the auditor if the auditor is, in ClickUp's reasonable opinion, not suitably qualified or independent, a competitor of ClickUp, or otherwise manifestly unsuitable. Such objection by ClickUp will require Customer to appoint another auditor or conduct the audit itself.
• 5.4.35.4.3. Request for Audit. To request an audit, Customer must submit a detailed proposed audit plan to ClickUp at least two weeks in advance of the proposed audit date. The proposed audit plan must describe the proposed scope, duration, and start date of the audit. ClickUp will review the proposed audit plan and provide Customer with any concerns or questions (for example, any request for information that could compromise ClickUp security, privacy, employment or other relevant policies). ClickUp will work cooperatively with Customer to agree on a final audit plan. Nothing in this Section 5.4 (Reviews and Audits of Compliance) shall require ClickUp to breach any duties of confidentiality.
• 5.4.45.4.4. Audit Reports. If the requested audit scope is addressed in an SSAE 16/18/ISAE 3402 Type 2, AICPA SOC 2 (SOC for Service Organizations: Trust Services Criteria), ISO, NIST or similar audit report performed by a qualified third party auditor ("Audit Reports") within twelve (12) months of Customer's audit request and ClickUp confirms there are no known material changes in the controls audited, Customer agrees to accept those findings in lieu of requesting an audit of the controls covered by the report.
• 5.4.55.4.5. Conduct of Audit. The audit must be conducted during regular business hours at the applicable facility, subject to the agreed final audit plan and ClickUp's health and safety or other relevant policies, and may not unreasonably interfere with ClickUp business activities.
• 5.4.65.4.6. Conditions of Audit. Customer will promptly notify ClickUp of any non-compliance discovered during the course of an audit and provide ClickUp any audit reports generated in connection with any audit under this Section 5.4 (Reviews and Audits of Compliance), unless prohibited by The applicable Global Data Protection Legislation or otherwise instructed by a supervisory authority. Customer may use the audit reports only for the purposes of meeting Customer's regulatory audit requirements and/or confirming compliance with the requirements of this Addendum. The audit reports and any ClickUp information shared during the audit process are Confidential Information of the parties under the terms of the Agreement.
• 5.4.75.4.7. Expenses of Audit. Any audits are at Customer's expense. Customer shall reimburse ClickUp for any time expended by ClickUp or its Subprocessors in connection with any audits or inspections under this Section 5.4 (Reviews and Audits of Compliance) at ClickUp's then-current professional services rates, which shall be made available to Customer upon request. Customer will be responsible for any fees charged by any auditor appointed by Customer to execute any such audit.
• 5.4.85.4.8. Standard Contractual Clauses. The parties agree that this Section 5.4 (Reviews and Audits of Compliance) shall satisfy ClickUp's obligations under the audit requirements of the 2021 Standard Contractual Clauses applied to Data Importer under Clause 8 and Clause 13(a) and to any Subprocessors under Clause 9.

66. Impact Assessments and Consultations.

·ClickUp will (taking into account the nature of the processing and the information available to ClickUp) reasonably assist Customer in complying with its obligations under The applicable Global Data Protection Legislation in respect of data protection impact assessments and prior consultation, including, if applicable, Customer's obligations pursuant to Articles 35 and 36 of the GDPR, by:

6.16.1. Audit Reports and Security Measures. Making available for review copies of the Audit Reports or other documentation describing relevant aspects of ClickUp's information security program and the security measures applied in connection therewith; and

6.26.2. Additional Information. Providing the information contained in the Agreement including this Addendum.

77. Data Subject Rights

7.17.1. Customer's Responsibility for Requests. During the Term, if ClickUp receives any request from a data subject in relation to Customer Personal Data, ClickUp will, at its sole discretion, (i) advise the Customer of the request, (ii) advise the data subject to submit his or her request to Customer, and/or (iii) notify the data subject that his or her request has been forwarded to the Customer. Customer will be responsible for responding to any such request.

7.27.2. ClickUp's Data Subject Request Assistance. ClickUp will (taking into account the nature of the processing of Customer Personal Data) provide Customer with self-service functionality through the Services or other reasonable assistance as necessary for Customer to fulfil its obligation under The applicable Global Data Protection Legislation to respond to requests by data subjects, including if applicable, Customer's obligation to respond to requests for exercising the data subject's rights set out in in Chapter III of the GDPR, Articles 18 and 19 of the LGPD, or Section 1798.105 of the CCPA. Customer shall reimburse ClickUp for any such assistance beyond providing self-service features included as part of the Services at ClickUp's then-current professional services rates, which shall be made available to Customer upon request.

88. Data Transfers

8.18.1. Data Storage and Processing Facilities. ClickUp may, subject to Section 8.2 (Transfers of Data Out of the EEA), store and process Customer Personal Data anywhere ClickUp or its Subprocessors maintains facilities.

8.28.2. Transfers of Data Out of the EEA.

• 8.2.18.2.1. ClickUp's Transfer Obligations. If the storage and/or processing of Customer Personal Data (as set out in Section 8.1 (Data Storage and Processing Facilities)) involves transfers of Customer Personal Data out of the EEA, the United Kingdom or Switzerland, and the European Data Protection Legislation applies to the transfers of such data ("Transferred Personal Data"), the terms set forth in Appendix 3 (Cross Border Transfer Solutions) will apply. ClickUp will make such transfers in accordance with a Transfer Solution, and make information available to Customer about such Transfer Solution upon request.
• 8.2.28.2.2. Customer's Transfer Obligations. In respect of Transferred Personal Data, Customer agrees that if under European Data Protection Legislation ClickUp reasonably requires Customer to use another Transfer Solution offered by ClickUp (other than the Standard Contractual Clauses, which are attached hereto as Appendix 3 and incorporated by reference to the extent that Customer is transferring Customer Personal Data out of the EEA, the United Kingdom or Switzerland to ClickUp) and ClickUp reasonably requests that Customer take any action (which may include execution of documents) required to give full effect to such solution, Customer will do so.

8.38.3. Disclosure of Confidential Information Containing Personal Data. If Customer has entered into Standard Contractual Clauses as described in Section 8.2 (Transfers of Data Out of the EEA), ClickUp will, notwithstanding any term to the contrary in the Agreement, make any disclosure of Customer's Confidential Information containing personal data, and any notifications relating to any such disclosures, in accordance with such Standard Contractual Clauses. For the purposes of the Standard Contractual Clauses, Customer and ClickUp agree that (i) Customer will act as the data exporter on Customer's own behalf and on behalf of any of Customer's entities and (ii) ClickUp or its relevant Affiliate will act on its own behalf and/or on behalf of ClickUp's Affiliates as the data importers.

99. Subprocessors

9.19.1. Consent to Subprocessor Engagement. Customer generally authorizes the engagement of any other third parties as Subprocessors and authorizes onward transfer of Customer Personal Data to any Subprocessors engaged by ClickUp. If Customer has entered into Standard Contractual Clauses as described in Section 8.2 (Transfers of Data Out of the EEA), the above authorizations will constitute Customer's prior written consent to the subcontracting by ClickUp of the processing of Customer Personal Data if such consent is required under the Standard Contractual Clauses.

9.29.2. Information about Subprocessors. Information about Subprocessors, including their functions and locations, is available at http://clickup.com/dpa/subprocessors (as may be updated by ClickUp from time to time in accordance with this Addendum).

9.39.3. Requirements for Subprocessor Engagement. When engaging any Subprocessor, ClickUp will enter into a written contract with such Subprocessor containing data protection obligations not less protective than those in the Agreement (including this Addendum) with respect to the protection of Customer Personal Data to the extent applicable to the nature of the Services provided by such Subprocessor. ClickUp shall be liable for all obligations subcontracted to, and all acts and omissions of, the Subprocessor.

9.49.4. Opportunity to Object to Subprocessor Changes. When any new Subprocessor is engaged during the Term, ClickUp will, at least 30 days before the new Subprocessor processes any Customer Personal Data, provide notice of the engagement via email (including the name and location of the relevant Subprocessor and the activities it will perform). In order to receive email notifications related to Subprocessor changes, Customer may register using the portal found at https://clickup.com/dpa/subprocessors.

·Customer may object to any new Subprocessor by providing written notice to ClickUp within ten (10) business days of being informed of the engagement of the Subprocessor as described above. In the event Customer objects to a new Subprocessor, Customer and ClickUp will work together in good faith to find a mutually acceptable resolution to address such objection. If the parties are unable to reach a mutually acceptable resolution within a reasonable timeframe, Customer may, as its sole and exclusive remedy, terminate the Agreement by providing written notice to ClickUp.

1010. Processing Records

10.110.1. ClickUp's Processing Records. Customer acknowledges that ClickUp is required under the GDPR to: (a) collect and maintain records of certain information, including the name and contact details of each processor and/or controller on behalf of which ClickUp is acting and, where applicable, of such processor's or controller's local representative and data protection officer; and (b) make such information available to the supervisory authorities. Accordingly, if the GDPR applies to the processing of Customer Personal Data, Customer will, where requested, provide such information to ClickUp, and will ensure that all information provided is kept accurate and up-to-date.

1111. Liability

11.111.1. Liability Cap. The total combined liability of either party and its Affiliates towards the other party and its Affiliates, whether in contract, tort or any other theory of liability, under or in connection with the Agreement, this Addendum, and the Standard Contractual Clauses if entered into as described in Section 8.2 (Transfers of Data Out of the EEA) combined will be limited to limitations on liability or other liability caps agreed to by the parties in the Agreement, subject to Section 11.2 (Liability Cap Exclusions).

11.211.2. Liability Cap Exclusions. Nothing in Section 11.1 (Liability Cap) will affect any party's liability to data subjects under the third party beneficiary provisions of the Standard Contractual Clauses to the extent limitation of such rights is prohibited by the European Data Protection Legislation.

1212. Analytics

·Customer acknowledges and agrees that ClickUp may create and derive from processing related to the Services anonymised and/or aggregated data that does not identify Customer or any natural person, and use, publicise or share with third parties such data to improve ClickUp's products and services and for its other legitimate business purposes.

1313. Notices

·Notwithstanding anything to the contrary in the Agreement, any notices required or permitted to be given by ClickUp to Customer may be given (a) in accordance with the notice clause of the Agreement; (b) to ClickUp's primary points of contact with Customer; and/or (c) to any email provided by Customer for the purpose of providing it with Service-related communications or alerts. Customer is solely responsible for ensuring that such email addresses are valid.

1414. Effect of These Terms

·Notwithstanding anything to the contrary in the Agreement, to the extent of any conflict or inconsistency between this Addendum and the remaining terms of the Agreement, this Addendum will govern.

Appendix 1Appendix 1

·Subject Matter and Details of the Data Processing

·This Appendix 1 is incorporated into the Addendum, and also forms part of the Standard Contractual Clauses (if such Standard Contractual Clauses are applicable to Customer).

Appendix 2Appendix 2

·Technical and Organizational Security Measures

·As from the Addendum Effective Date, ClickUp will implement and maintain the technical and organizational Security Measures set out at https://clickup.com/security. ClickUp may update or modify such Security Measures from time to time provided that such updates and modifications do not materially decrease the overall security of the Services.

·The following table provides more information regarding the technical and organizational security measures set forth below:

Appendix 3Appendix 3

·Cross Border Data Transfer Solutions

11. Definitions

·For the purposes of the Clauses:

1.11.1. "Standard Contractual Clauses" means, depending on the circumstances unique to Customer, any of the following:

• 1.1.11.1.1. UK International Data Transfer Addendum, or;
• 1.1.21.1.2. EU 2021 Standard Contractual Clauses ("EU SCCs")

1.21.2. "UK International Data Transfer Addendum" means: the UK International Data Transfer Addendum ("IDTA") to the EU Commission Standard Contractual Clauses ("EU SCCs") (Version B1.0) issued by the UK Information Commissioner for Parties making Restricted Transfers (as may be amended, updated, or superseded from time to time).

1.31.3. "2021 Standard Contractual Clauses" means the Standard Contractual Clauses approved by the European Commission in decision 2021/914.

22. Cross Border Data Transfer Solutions

2.12.1. Order of Precedence. In the event the Services are covered by more than one Transfer Solution, the transfer of personal data will be subject to a single Transfer Solution in accordance with the following order of precedence: (a) the applicable Standard Contractual Clauses as set forth in Section 2.2 (UK Standard Contractual Clauses) or Section 2.3 (The 2021 Standard Contractual Clauses) of this Appendix 3; and, if neither (a) nor (b) is applicable, then (c) other data Transfer Solutions permitted under applicable Global Data Protection Legislation.

2.22.2. 2021 Standard Contractual Clauses. The parties agree that the 2021 Standard Contractual Clauses will apply to personal data that is transferred via the Services from the European Economic Area, either directly or via onward transfer, to any country or recipient outside the European Economic Area that is not recognized by the European Commission as providing an adequate level of protection for personal data. For data transfers from the European Economic Area that are subject to the 2021 Standard Contractual Clauses, the 2021 Standard Contractual Clauses will be deemed entered into (and incorporated into this Addendum by this reference) and completed as follows:

• 2.2.12.2.1. Module Two (Controller to Processor) of the 2021 Standard Contractual Clauses will apply where Customer is a controller of Customer Personal Data and ClickUp is processing Customer Personal Data.
• 2.2.22.2.2. Module Three (Processor to Processor) of the 2021 Standard Contractual Clauses will apply where Customer is a processor of Customer Personal Data and ClickUp is processing Customer Personal Data.
• 2.2.32.2.3. For each Module, where applicable:
• 2.2.3.12.2.3.1. in Clause 7 of the 2021 Standard Contractual Clauses, the optional docking clause will not apply;
• 2.2.3.22.2.3.2. in Clause 9 of the 2021 Standard Contractual Clauses, Option 2 "General Written Authorisation" will apply and the time period for prior notice of Subprocessor changes will be as set forth in Section 9 (Subprocessors) of this Addendum;
• 2.2.3.32.2.3.3. in Clause 11 of the 2021 Standard Contractual Clauses, the optional language will not apply;
• 2.2.3.42.2.3.4. in Clause 17 (Option 1), the 2021 Standard Contractual Clauses will be governed by Irish law;
• 2.2.3.52.2.3.5. in Clause 18(b) of the 2021 Standard Contractual Clauses, disputes will be resolved before the courts of Ireland;
• 2.2.3.62.2.3.6. in Annex I, Part A (List of Parties) of the 2021 Standard Contractual Clauses:
• 2.2.3.6.12.2.3.6.1. Data Exporter: Customer.
• 2.2.3.6.22.2.3.6.2. Contact details: The email address(es) designated by Customer in Customer's account via its notification preferences.
• 2.2.3.6.32.2.3.6.3. Data Exporter Role: The Data Exporter's role is set forth in Section 3.1 (Roles and Regulatory Compliance; Authorization) of this Addendum. The parties acknowledge and agree that with regard to the processing of Customer Personal Data, Customer may act either as a controller or processor and ClickUp is a processor. ClickUp will process Customer Personal Data in accordance with Customer's Instructions as set forth in Section 3.2.1.
• 2.2.3.6.42.2.3.6.4. Signature and Date: By entering into the Agreement, Data Exporter is deemed to have signed these Standard Contractual Clauses incorporated herein, including their Annexes, as of the effective date of the Agreement.
• 2.2.3.6.52.2.3.6.5. Data Importer: Mango Technologies, Inc. dba ClickUp.
• 2.2.3.6.62.2.3.6.6. Address: 350 Tenth Ave Suite 500, San Diego, CA 92101
• 2.2.3.6.72.2.3.6.7. Contact details: ClickUp Data Security Team - data@clickup.com
• 2.2.3.6.82.2.3.6.8. Data Importer Role: The Data Importer's role is set forth in Section 3.1 (Roles and Regulatory Compliance; Authorization) of this Addendum. The parties acknowledge and agree that with regard to the processing of Customer Personal Data, Customer may act either as a controller or processor and ClickUp is a processor. ClickUp will process Customer Personal Data in accordance with Customer's Instructions as set forth in Section 3.2.1.
• 2.2.3.6.92.2.3.6.9. Signature and Date: By entering into the Agreement, Data Importer is deemed to have signed these Standard Contractual Clauses, incorporated herein, including their Annexes, as of the Effective Date of the Agreement.
• 2.2.3.72.2.3.7. in Annex I, Part B (Description of Transfer) of the 2021 Standard Contractual Clauses:
• 2.2.3.7.12.2.3.7.1. The categories of data subjects are described in the "Data Subjects" Section of Appendix 1 (Subject Matter and Details of the Data Processing) of this Addendum.
• 2.2.3.7.22.2.3.7.2. The categories of personal data transferred is described in the "Categories of Personal Data" Section of Appendix 1 (Subject Matter and Details of the Data Processing) of this Addendum.
• 2.2.3.7.32.2.3.7.3. The Sensitive Data transferred is described in the "Sensitive Data" Section of Appendix 1 (Subject Matter and Details of the Data Processing) of this Addendum.
• 2.2.3.7.42.2.3.7.4. The frequency of the transfer is on a continuous basis for the duration of the Agreement.
• 2.2.3.7.52.2.3.7.5. The nature of the processing is described in the "Nature and Purpose of the Processing" Section of Appendix 1 (Subject Matter and Details of the Data Processing) of this Addendum.
• 2.2.3.7.62.2.3.7.6. The purpose of the processing is described in the "Nature and Purpose of the Processing" Section of Appendix 1 (Subject Matter and Details of the Data Processing) of this Addendum.
• 2.2.3.7.72.2.3.7.7. The period for which personal data will be retained and the criteria used to determine that period is as follows: Prior to the termination of the Agreement, ClickUp will process stored Customer Personal Data for the permitted purposes set forth in Section 3.1.1. (Customer's Instructions) until Customer elects to delete or request the return such Customer Personal Data pursuant to section 4 of the Addendum. Prior to the termination of the Agreement, Customer agrees that it is solely responsible for deleting Customer Personal Data via the Services. Upon termination of the Agreement, ClickUp will (i) provide Customer thirty (30) days after the effective date of termination to obtain a copy of any stored Customer Personal Data via the Services, and (ii) delete any stored Customer Personal Data within thirty (30) days upon customer request, unless alternate timeframes for retention and/or deletion are otherwise set forth in the Agreement or subsequently agreed upon by the parties in writing. Any Customer Personal Data archived on ClickUp's back-up systems will be securely isolated and protected from any further processing, except as otherwise required by applicable law or regulation.
• 2.2.3.7.82.2.3.7.8. For transfers to Subprocessors, the subject matter, nature, and duration of the processing is set forth at https://clickup.com/terms/dpa/subprocessors.
• 2.2.3.82.2.3.8. in Annex I, Part C of the 2021 Standard Contractual Clauses: The Irish Data Protection Commission will be the competent supervisory authority.
• 2.2.3.92.2.3.9. Appendix 2 (Technical and Organizational Security Measures) of this Addendum serves as Annex II of the Standard Contractual Clauses.

2.32.3. Switzerland Data Transfers. With respect to any transfer of personal data outside of Switzerland or of Personal Data governed by the Switzerland Federal Act on Data Protection ("FADP") (and the revised FADP ("revFADP"), when in effect), to a third country (without an adequacy decision or its equivalent issued by the European Commission or the relevant authority in Switzerland), the Parties agree that the EU SCCs in this Addendum shall apply, subject to the following terms and conditions:

• 2.3.12.3.1. References: The terms "General Data Protection Regulation" or "Regulation (EU) 2016/679" as utilized in the EU SCCs shall be interpreted to include the FADP and, when applicable, the revFADP.
• 2.3.22.3.2. Clause 13: Insofar as the Personal Data transfer is only subject to the FADP/revFADP, the Federal Data Protection and Information Commissioner (FDPIC) of Switzerland is the exclusive supervisory authority. Insofar as the transfer of Personal Data is governed by both the GDPR and the FADP/revFADP, the competent supervisory authority with parallel supervision (in accordance with Annex I.C of the EU SCCs) is the FDPIC and insofar as the transfer is governed by the GDPR, the criteria of Clause 13(a) for the selection of the competent authority must be observed.
• 2.3.32.3.3. Clause 17: The EU SCCs shall be governed by Swiss law, if the transfer is subject solely to FADP/revFADP, or, in other cases, the law of one of the EU Member States, provided such Member State law allows for third-party beneficiary rights.
• 2.3.42.3.4. Clause 18(b): Any dispute arising from the EU SCCs shall be resolved by the courts of Switzerland, if the transfer is subject solely to FADP/revFADP, or an EU Member State in other cases.
• 2.3.52.3.5. Clause 18(c): The term "Member State" must not be interpreted in such a way as to exclude data subjects in Switzerland from the possibility of suing for their rights in their place of habitual residence (Switzerland) in accordance with Clause 18(c) of the EU SCCs.
• 2.3.62.3.6. revFADP: The EU SCCs shall protect the data of legal entities until the entry into force of the revFADP.

2.42.4. UK International Data Transfer Addendum. The parties agree that the UK International Data Transfer Addendum will apply to personal data that is transferred via the Services from the United Kingdom, either directly or via onward transfer, to any country or recipient outside of the United Kingdom that is not recognized by the competent United Kingdom regulatory authority or governmental body for the United Kingdom as providing an adequate level of protection for personal data. For data transfers from the United Kingdom that are subject to the UK International Data Transfer Addendum, the UK International Data Transfer Addendum will be deemed entered into (and incorporated into this Addendum by this reference) and completed as follows:

• 2.4.12.4.1. Table 1: Parties
• 2.4.1.12.4.1.1. The Start Date is the date of the last signature of the Parties on this Addendum or the Agreement.
• 2.4.1.22.4.1.2. The Parties are set forth in Annex I.A of the EU SCCs to which this IDTA is appended.
• 2.4.22.4.2. Table 2: Selected SCCs, Modules and Selected Clauses
• 2.4.2.12.4.2.1. Addendum EU SCCs
• 2.4.2.1.12.4.2.1.1. The version of the Approved EU SCCs to which this IDTA is appended, including the Appendix Information, applies.
• 2.4.32.4.3. Table 3: Appendix Information
• 2.4.3.12.4.3.1. Annex 1A: List of Parties
• 2.4.3.1.12.4.3.1.1. The Parties are set forth in Annex I.A of the EU SCCs to which this IDTA is appended.
• 2.4.3.22.4.3.2. Annex 1B: Description of Transfer
• 2.4.3.2.12.4.3.2.1. The Description of the Transfer is as set forth in Annex I.B of the EU SCCs to which this IDTA is appended.
• 2.4.3.32.4.3.3. Annex II: Technical and organisational measures including technical and organisational measures to ensure the security of the data
• 2.4.3.3.12.4.3.3.1. The technical and organisational measures are set forth in Annex II of the EU SCCs to which this IDTA is appended.
• 2.4.3.42.4.3.4. Annex III: List of Sub-processors:
• 2.4.3.4.12.4.3.4.1. Not applicable.
• 2.4.42.4.4. Table 4: Ending this Addendum when the Approved Addendum Changes:
• 2.4.4.12.4.4.1. The Exporter and Importer may end this IDTA as set out in Section 19 of the IDTA
• 2.4.52.4.5. Part 2 of IDTA is incorporated herein by reference.

2.52.5. Conflict. To the extent there is any direct conflict between the Standard Contractual Clauses and any other terms in this Addendum, the Agreement, or the Privacy Policy, the provisions of the Standard Contractual Clauses will prevail.