Part of the agreement

Data Processing Addendum

7,084 words, 278 clausesupdated December 19, 2024read 23/10/2026source

·DPA Exhibits

Exhibit AExhibit 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:

1Receiving data, including collection, accessing, retrieval, recording, and data entry
2Holding data, including storage, organization and structuring
3Using data, including analysis, consultation, testing, automated decision making and profiling
4Updating data, including correcting, adaptation, alteration, alignment and combination
5Protecting data, including restricting, encrypting, and security testing
6Sharing data, including disclosure, dissemination, allowing access or otherwise making available
7Returning data to the data exporter or data subject
8Erasing data, including destruction and deletion

·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.

·Categories of Data Subjects: Customer end-users/customers and/or Customer employees.

·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, location, email address, phone number, address, occupation, and title.

·Sensitive Data or Special Categories of Data: Customer determines the Personal Data made available to Company, subject to restrictions on types of data set forth in the Agreement.

Exhibit BExhibit 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.

11. The Parties Data exporter(s): The Customer

·Contact details: As designated by Customer in Customer's account.

·Signature and date: By entering into the Agreement, Data Exporter is deemed to have signed these Standard Contractual Clauses incorporated herein, as of the Effective Date of the Agreement.

·Role (controller/processor): The Data Exporter's role is set forth in Section 2 of this Addendum.

·Data importer(s): Render Services, Inc.

·Address: 525 Brannan St, San Francisco, CA 94131, United States of America

·Contact information: Render's Privacy Team at privacy@render.com

·Signature and date: By entering into the Agreement, Data Importer is deemed to have agreed to these Standard Contractual Clauses incorporated herein, as of the Effective Date of the Agreement.

·Role (controller/processor): The Data Importer's role is set forth in Section 2 of this Addendum.

22. Description of the Transfer

·Data Subjects: As described in Exhibit A of the Addendum
·Categories of Personal Data: As described in Exhibit A of the Addendum
·Special Category Personal Data (if applicable): As described in Exhibit A of the Addendum
·Nature of the Processing: As described in Exhibit A of the Addendum
·Purposes of Processing: As described in Exhibit A of the Addendum
·Duration of Processing and Retention (or the criteria to determine such period): As described in Exhibit A of the Addendum
·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 OR describe in detail
·Recipients of Personal Data Transferred to the Data Importer: Render's list of Subprocessors can be found at: https://render.com/trust.

33. 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.

44. List of Authorized Subprocessors

·Company's list of Subprocessors can be found at: https://render.com/trust.

Exhibit CExhibit C

·Description of the Technical and Organisational 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 The databases that store customer supplied Customer Data are encrypted using the Advanced Encryption Standard. All data is encrypted when in transit between the customer and the service using TLS v1.2 or higher.
·Measures for ensuring ongoing confidentiality, integrity, availability and resilience of processing systems and services Data Importer utilizes multiple availability zones and regions to deliver Data Importer's product to its customers. Data Importer uses a number of technical measures to ensure confidentiality and integrity.
·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 At a minimum, daily backups are performed for key systems to ensure that Data Importer can quickly recover from an incident. Additionally, a tabletop exercise is done annually.
·Processes for regularly testing, assessing and evaluating the effectiveness of technical and organizational measures in order to ensure the security of the processing Data Importer implements security as code implementing testing of technical and organizational measures from code push to deployment to testing of production. Additionally, Data Importer engages an independent third party to conduct continuous security and compliance testing. Data Importer also conducts annual SOC 2 and ISO 27001 audits.
·Measures for user identification and authorization Access controls are defined across all systems with the principle of least privilege as well as SSO or MFA required where technically feasible. Regular audits are undertaken as well to confirm that these measures are in place.
·Measures for the protection of data during transmission All data is encrypted when in transit between the customer and the service using TLS v1.2 or higher.
·Measures for the protection of data during storage All underlying data is encrypted at rest and key fields are encrypted in the database.
·Measures for ensuring physical security of locations at which personal data are processed All Personal Data is processed in data centers that have passed rigorous standards for processing.
·Measures for ensuring events logging Data Importer has comprehensive and centralized logging and monitoring of our products and infrastructure is in place to ensure we quickly detect potential issues.
·Measures for ensuring system configuration, including default configuration Measures are in place to benchmark systemconfigurations against best practices to ensure that all systems have been tuned for best practices.
·Measures for internal IT and IT security governance and management A centralized IT and IT security governance program has been developed based on a series of frameworks including ITIL, OWASP SAMM and BSIMM. This comprehensive framework guides the internal security governance against these recognized standards for a holistic view of security across the organization.
·Measures for certification/assurance of processes and products Data Importer engages an independent third party to conduct continuous security and compliance testing. Data Importer also conducts annual SOC 2 and ISO 27001 audits.
·Measures for ensuring data minimisation Data Importer has a privacy by design service with customers providing only the information that they would like to provide.
·Measures for ensuring data quality Customers are in full control of Personal Data provided to the Data Importer and can update as necessary.
·Measures for ensuring limited data retention Data Importer has a data retention policy to cover deletion of data after a customer has either requested deletion or a customer contract has been terminated.
·Measures for ensuring accountability Data Importer has adopted policies that are in line with both SOC 2 and ISO 27001. Employees are required to undergo training to ensure accountability and to read, understand and accept these policies.
·Measures for allowing data portability and ensuring erasure Data Importer has a platform that allows customers full control of their data and allows them to export or remove data as they see fit.
·Technical and organizational measures of subprocessors Data Importer enters into Data Processing Agreements with its Authorized Sub-Processors with data protection obligations substantially similar to those contained in this Addendum

Exhibit DExhibit D

·UK Addendum

·International Data Transfer Addendum to the EU Commission Standard Contractual Clauses

Part 1Part 1: Tables Table 1: Parties

·Start Date: This UK Addendum shall have the same effective date as the DPA

·The Parties: Exporter (Customer) Key Contact: See Exhibit B of this DPA Importer (Company) Key Contact: 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:

AnnexAnnex 1A: List of Parties: As per Table 1 above
AnnexAnnex 2B: Description of Transfer: See Exhibit B of this DPA
Annex IIAnnex II: Technical and organisational measures including technical and organisational measures to ensure the security of the data: See Exhibit C of this DPA
Annex IIIAnnex 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

·Ending this UK Addendum when the Approved UK Addendum changes: ☒ Importer ☐ Exporter ☐ Neither Party

Part 2Part 2: Mandatory Clauses Entering into this UK Addendum

11. 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.

22. 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. Interpretation of this UK Addendum

33. 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.
AppendixAppendix 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.

44. The UK Addendum must always be interpreted in a manner that is consistent with UK Data Protection Laws and so that it fulfils the Parties' obligation to provide the Appropriate Safeguards.

55. 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.

66. If there is any inconsistency or conflict between UK Data Protection Laws and the UK Addendum, UK Data Protection Laws applies.

77. 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.

88. 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. Hierarchy

99. 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.

1010. 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.

1111. 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.

·Incorporation and Changes to the EU SCCs:

1212. This UK Addendum incorporates the EU SCCs which are amended to the extent necessary so that:

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

1313. 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.

1414. No amendments to the Approved EU SCCs other than to meet the requirements of Section 12 of this UK Addendum may be made.

1515. 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. Amendments to the UK Addendum

1616. 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.

1717. 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.

1818. 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.

1919. 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:

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

2020. 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.

Exhibit EExhibit E

·United States Privacy Law Exhibit

·This United States Privacy Law Exhibit ("Exhibit") supplements the DPA and includes additional information required by the CCPA, the VCDPA, the CPA, the CTDPA, the UCPA, the MHMDA, the MCDPA, the OCPA, and the TDPSA in each case, as updated, amended or replaced from time to time. Any terms not defined in this Exhibit shall have the meanings set forth in the DPA and/or the Agreement.

AA. CALIFORNIA

11. Definitions

1.11.1 For purposes of this Section A, the terms "Business," "Business Purpose," "Commercial Purpose," "Consumer," "Personal Information," "Processing," "Sell," "Service Provider," "Share," and "Verifiable Consumer Request" shall have the meanings set forth in the CCPA.

1.21.2 All references to "Personal Data," "Controller," "Processor," and "Data Subject" in the DPA shall be deemed to be references to "Personal Information," "Business," "Service Provider," and "Consumer," respectively, as defined in the CCPA.

22. Obligations

2.12.1 Except with respect to Company Account Data and Company Usage Data (as defined in the DPA), the parties acknowledge and agree that Company is a Service Provider for the purposes of the CCPA (to the extent it applies) and Company is receiving Personal Information from Customer in order to provide the Services pursuant to the Agreement, which constitutes a Business Purpose.

2.22.2 Customer shall disclose Personal Information to Company only for the limited and specified purposes described in Exhibit A to this DPA.

2.32.3 Company shall not Sell or Share Personal Information provided by Customer under the Agreement.

2.42.4 Company shall not retain, use, or disclose Personal Information provided by Customer pursuant to the Agreement for any purpose, including a Commercial Purpose, other than as necessary for the specific purpose of performing the Services for Customer pursuant to the Agreement, or as otherwise set forth in the Agreement or as permitted by the CCPA.

2.52.5 Company shall not retain, use, or disclose Personal Information provided by Customer pursuant to the Agreement outside of the direct business relationship between Company and Customer, except where and to the extent permitted by the CCPA.

2.62.6 Company shall notify Customer if it makes a determination that it can no longer meet its obligations under the CCPA.

2.72.7 Company will not combine Personal Information received from, or on behalf of, Customer with Personal Information that it receives from, or on behalf of, another party, or that it collects from its own interaction with the Consumer.

2.82.8 Company shall comply with all obligations applicable to Service Providers under the CCPA, including by providing Personal Information provided by Customer under the Agreement the level of privacy protection required by CCPA.

2.92.9 Company shall only engage a new subprocessor to assist Company in providing the Services to Customer under the Agreement in accordance with Section 4.1 of the DPA, including, without limitation, by: (i) notifying Customer of such engagement via the notification mechanism described in Section 4.1 of the DPA at least ten (10) days before enabling a new Subprocessor; and (ii) entering into a written contract with the subprocessor requiring subprocessor to observe all of the applicable requirements set forth in the CCPA.

33. Consumer Rights

3.13.1 Company shall assist Customer in responding to Verifiable Consumer Requests to exercise the Consumer's rights under the CCPA as set forth in Section 7 of the DPA.

44. Audit and Remediation Rights

4.14.1 To the extent required by CCPA, Company shall allow Customer to conduct inspections or audits in accordance with Sections 8.3 and 8.4 of the DPA.

4.24.2 If Customer determines that Company is Processing Personal Information in an unauthorized manner, Customer may, taking into account the nature of the Company's Processing and the nature of the Personal Information Processed by Company on behalf of Customer, take commercially reasonable and appropriate steps to stop and remediate such unauthorized Processing.

BB. VIRGINIA

11. Definitions

1.11.1 For purposes of this Section B, the terms "Consumer," "Controller," "Personal Data," "Processing," and "Processor" shall have the meanings set forth in the VCDPA.

1.21.2 All references to "Data Subject" in this DPA shall be deemed to be references to "Consumer" as defined in the VCDPA.

22. Obligations

2.12.1 Except with respect to Company Account Data and Company Usage Data (as defined in the DPA), the parties acknowledge and agree that Customer is a Controller and Company is a Processor for the purposes of the VCDPA (to extent it applies).

2.22.2 The nature, purpose, and duration of Processing, as well as the types of Personal Data and categories of Consumers are described in Exhibit A to this DPA.

2.32.3 Company shall adhere to Customer's instructions with respect to the Processing of Customer Personal Data and shall assist Customer in meeting its obligations under the VCDPA by:

2.3.12.3.1 Assisting Customer in responding to Consumer rights requests under the VCDPA as set forth in Section 7 of the DPA;
2.3.22.3.2 Complying with Section 5 ("Security of Personal Data") of the DPA with respect to Personal Data provided by Customer;
2.3.32.3.3 Assisting Customer in meeting Customer's obligations pursuant to Virginia's breach notification laws (Va. Code § 18.2-186.6); and
2.3.42.3.4 Providing information sufficient to enable Customer to conduct and document data protection assessments to the extent required by VCDPA.

2.42.4 Company shall maintain the confidentiality of Personal Data provided by Customer and require that each person Processing such Personal Data be subject to a duty of confidentiality with respect to such Processing.

2.52.5 Upon Customer's written request, Company shall delete or return all Personal Data provided by Customer in accordance with Section 2.4 of the DPA, unless retention of such Personal Data is required or authorized by law or the DPA and/or Agreement.

2.62.6 In the event that Company engages a new subprocessor to assist Company in providing the Services to Customer under the Agreement, Company shall enter into a written contract with the subprocessor requiring subprocessor to observe all of the applicable requirements of a Processor set forth in the VCDPA.

33. Audit Rights

3.13.1 Upon Customer's written request at reasonable intervals, Company shall, as set forth in Sections 8.3-8.4 of the DPA, (i) make available to Customer all information in its possession that is reasonably necessary to demonstrate Company's compliance with its obligations under the VCDPA; and (ii) allow and cooperate with reasonable inspections or audits as required under the VCDPA.

CC. COLORADO

11. Definitions

1.11.1 For purposes of this Section C, the terms "Consumer," "Controller," "Personal Data," "Processing," and "Processor" shall have the meanings set forth in the CPA.

1.21.2 All references to "Data Subject" in the DPA shall be deemed to be references to "Consumer" as defined in the CPA.

22. Obligations

2.22.2 The nature, purpose, and duration of Processing, as well as the types of Personal Data and categories of Consumers are described in Exhibit A to this DPA.

2.32.3 Company shall adhere to Customer's instructions with respect to the Processing of Customer Personal Data and shall assist Customer in meeting its obligations under the CPA by:

2.3.12.3.1 Assisting Customer in responding to Consumer rights requests under the CPA as set forth in Section 7 of the DPA;
2.3.22.3.2 Complying with Section 5 ("Security of Personal Data") of the DPA with respect to Personal Data provided by Customer;
2.3.32.3.3 Assisting Customer in meeting Customer's obligations pursuant Colorado's breach notification laws (Colo. Rev. Stat § 6-1-716); and
2.3.42.3.4 Providing information sufficient to enable Customer to conduct and document data protection assessments to the extent required by CPA.

2.42.4 Company shall require that each person Processing such Personal Data be subject to a duty of confidentiality with respect to such Processing.

2.52.5 Company shall only engage a new subcontractor to assist Company in providing the Services to Customer under the Agreement in accordance with Section 4.1 of the DPA, including, without limitation, by: (i) notifying Customer of such engagement via the notification mechanism described in Section 4.1 of the DPA and providing Customer with an opportunity to object and (ii) entering into a written contract with the subcontractor requiring subcontractor to observe all of the applicable requirements set forth in the CPA.

2.62.6 Company shall be responsible for taking the appropriate technical and organizational measures as described in Exhibit C. Customer shall be responsible for implementing appropriate technical and organizational measures to ensure a level of security appropriate to the risk.

2.72.7 Upon Customer's written request, Company shall delete or return all Personal Data provided by Customer in accordance with Section 2.4 of the DPA, unless retention of such Personal Data is required or authorized by law or the DPA and/or Agreement.

33. Audit Rights

3.13.1 Upon Customer's written request at reasonable intervals, Company shall, as set forth in Sections 8.3-8.4 of the DPA, (i) make available to Customer all information in its possession that is reasonably necessary to demonstrate Company's compliance with its obligations under the CPA and (ii) allow and cooperate with reasonable inspections or audits as required or permitted under the CPA.

DD. CONNECTICUT

11. Definitions

1.11.1 For purposes of this Section D, the terms "Consumer," "Controller," "Personal Data," "Processing," and "Processor" shall have the meanings set forth in the CTDPA.

1.21.2 All references to "Data Subject" in the DPA shall be deemed to be references to "Consumer" as defined in the CTDPA.

22. Obligations

2.22.2 The nature, purpose, and duration of Processing, as well as the types of Personal Data and categories of Consumers are described in Exhibit A to this DPA.

2.32.3 Company shall adhere to Customer's instructions with respect to the Processing of Customer Personal Data and shall assist Customer in meeting its obligations under the CTDPA by:

2.3.12.3.1 Assisting Customer in responding to Consumer rights requests under the CTDPA as set forth in Section 7 of the DPA;
2.3.22.3.2 Complying with Section 5 ("Security of Personal Data") of the DPA with respect to Personal Data provided by Customer;
2.3.32.3.3 Assisting Customer in meeting Customer's obligations pursuant Connecticut's breach notification laws (Conn. Gen. Stat. § 36a-701b); and
2.3.42.3.4 Providing information sufficient to enable Customer to conduct and document data protection assessments to the extent required by CTDPA.

2.42.4 Company shall require that each person Processing such Personal Data be subject to a duty of confidentiality with respect to such Processing.

2.62.6 Upon Customer's written request, Company shall delete or return all Personal Data provided by Customer in accordance with Section 2.4 of the DPA, unless retention of such Personal Data is required or authorized by law or the DPA and/or Agreement.

33. Audit RIghts

3.13.1 Upon Customer's written request at reasonable intervals, Company shall, as set forth in Sections 8.3-8.4 of the DPA, (i) make available to Customer all information in its possession that is reasonably necessary to demonstrate Company's compliance with its obligations under the CTDPA and (ii) allow and cooperate with reasonable inspections or audits as required under the CTDPA.

EE. UTAH

11. Definitions

1.11.1 For purposes of this Section E, the terms "Consumer," "Controller," "Personal Data," "Processing," and "Processor" shall have the meanings set forth in the UCPA.

1.21.2 All references to "Data Subject" in the DPA shall be deemed to be references to "Consumer" as defined in the UCPA.

22. Obligations

2.22.2 The instructions with respect to the Processing of Customer Personal Data and the parties' rights and obligations are set forth in this DPA and the Agreement.

2.32.3 The nature, purpose, and duration of Processing, as well as the types of Personal Data and categories of Consumers are described in Exhibit A to this DPA.

2.42.4 Company shall require that each person Processing such Personal Data be subject to a duty of confidentiality with respect to such Processing.

2.52.5 Company shall only engage a new subcontractor to assist Company in providing the Services to Customer under the Agreement in accordance with Section 4.1 of the DPA, including, without limitation, by entering into a written contract with the subcontractor requiring subcontractor to observe all of the applicable requirements set forth in the UCPA.

FF. WASHINGTON

11. Definitions

1.11.1 For purposes of this Section F, the terms "Consumer Health Data," "Processor," "Regulated Entity," "Small Business," and "Process" or "Processing" shall have the meanings set forth in the MHMDA.

1.21.2 All references to "Data Subject" in the DPA shall be deemed to be references to "Consumer" as defined in the MHMDA.

22. Obligations

2.12.1 Except with respect to Company Account Data and Company Usage Data (as defined in the DPA), the parties acknowledge and agree that Company is a Processor for the purposes of the MHMDA (to the extent it applies).

2.22.2 The Customer's instructions with respect to the Company's Processing of Consumer Health Data and each party's respective rights and obligations are set forth in this DPA and the Agreement.

2.32.3 The nature, purpose, and duration of Processing, as well as the types of Consumer Health Data and categories of Consumers are described in Exhibit A to this DPA.

2.42.4 Company shall be responsible for taking the appropriate technical and organizational measures as described in Exhibit C. Customer shall be responsible for implementing appropriate technical and organizational measures to ensure a level of security appropriate to the risk.

2.52.5 Company acknowledges that if it fails to adhere to Customer's instructions or processes Consumer Health Data outside of the scope of the Agreement or this DPA, Company may be subject to all the obligations as a Regulated Entity or a Small Business, as applicable, pursuant to the MHMDA.

GG. MONTANA

11. Definitions

1.11.1 For purposes of this Section C, the terms "Consumer," "Controller," "Personal Data," "Processing," and "Processor" shall have the meanings set forth in the MCDPA.

1.21.2 All references to "Data Subject" in the DPA shall be deemed to be references to "Consumer" as defined in the MCDPA.

22. Obligations

2.22.2 The nature, purpose, and duration of Processing, as well as the types of Personal Data and categories of Consumers are described in Exhibit A to this DPA.

2.32.3 Company shall adhere to Customer's instructions with respect to the Processing of Customer Personal Data and shall assist Customer in meeting its obligations under the MCDPA by:

2.3.12.3.1 Assisting Customer in responding to Consumer rights requests under the MCDPA as set forth in Section 7 of the DPA;
2.3.22.3.2 Complying with Section 5 ("Security of Personal Data") of the DPA with respect to Personal Data provided by Customer;
2.3.32.3.3 Assisting Customer in meeting Customer's obligations pursuant Montana's breach notification laws (MT. Code § 30-14-1704); and
2.3.42.3.4 Providing information sufficient to enable Customer to conduct and document data protection assessments to the extent required by MCDPA.

2.42.4 Company shall require that each person Processing such Personal Data be subject to a duty of confidentiality with respect to such Processing.

33. Audit Rights

3.13.1 Upon Customer's written request at reasonable intervals, Company shall, as set forth in Sections 8.3-8.4 of the DPA, (i) make available to Customer all information in its possession that is reasonably necessary to demonstrate Company's compliance with its obligations under the MCDPA and (ii) allow and cooperate with reasonable inspections or audits as required or permitted under the MCDPA.

HH. OREGON

11. Definitions

1.11.1 For purposes of this Section C, the terms "Consumer," "Controller," "Personal Data," "Processing," and "Processor" shall have the meanings set forth in the OCPA.

1.21.2 All references to "Data Subject" in the DPA shall be deemed to be references to "Consumer" as defined in the OCPA.

22. Obligations

2.22.2 The nature, purpose, and duration of Processing, as well as the types of Personal Data and categories of Consumers are described in Exhibit A to this DPA.

2.32.3 Company shall adhere to Customer's instructions with respect to the Processing of Customer Personal Data and shall assist Customer in meeting its obligations under the OCPA by:

2.3.12.3.1 Assisting Customer in responding to Consumer rights requests under the OCPA as set forth in Section 7 of the DPA;
2.3.22.3.2 Complying with Section 5 ("Security of Personal Data") of the DPA with respect to Personal Data provided by Customer;
2.3.32.3.3 Providing information sufficient to enable Customer to conduct and document data protection assessments to the extent required by OCPA.

2.42.4 Company shall require that each person Processing such Personal Data be subject to a duty of confidentiality with respect to such Processing.

33. Audit Rights

3.13.1 Upon Customer's written request at reasonable intervals, Company shall, as set forth in Sections 8.3-8.4 of the DPA, (i) make available to Customer all information in its possession that is reasonably necessary to demonstrate Company's compliance with its obligations under the OCPA and (ii) allow and cooperate with reasonable inspections or audits as required or permitted under the OCPA.

II. TEXAS

11. Definitions

1.11.1 For purposes of this Section C, the terms "Consumer," "Controller," "Personal Data," "Processing," and "Processor" shall have the meanings set forth in the TDPSA.

1.21.2 All references to "Data Subject" in the DPA shall be deemed to be references to "Consumer" as defined in the TDPSA.

22. Obligations

2.22.2 The nature, purpose, and duration of Processing, as well as the types of Personal Data and categories of Consumers are described in Exhibit A to this DPA.

2.32.3 Company shall adhere to Customer's instructions with respect to the Processing of Customer Personal Data and shall assist Customer in meeting its obligations under the TDPSA by:

2.3.12.3.1 Assisting Customer in responding to Consumer rights requests under the TDPSA as set forth in Section 7 of the DPA;
2.3.22.3.2 Complying with Section 5 ("Security of Personal Data") of the DPA with respect to Personal Data provided by Customer;
2.3.32.3.3 Assisting Customer in meeting Customer's obligations pursuant Texas' breach notification laws (Bus. & Comm. Code Chap. 521); and
2.3.42.3.4 Providing information sufficient to enable Customer to conduct and document data protection assessments to the extent required by TDPSA.

2.42.4 Company shall require that each person Processing such Personal Data be subject to a duty of confidentiality with respect to such Processing.

33. Audit Rights

3.13.1 Upon Customer's written request at reasonable intervals, Company shall, as set forth in Sections 8.3-8.4 of the DPA, (i) make available to Customer all information in its possession that is reasonably necessary to demonstrate Company's compliance with its obligations under the TDPSA and (ii) allow and cooperate with reasonable inspections or audits as required or permitted under the TDPSA. DPA Exhibits Exhibit A Exhibit B Exhibit C Exhibit D Exhibit E