ThisData Processing Addendum (“DPA”) forms part of the Terms of Use (or othersimilarly titled written or electronic agreement addressing the same subjectmatter) (“Agreement”) between Client and “ZenstackPrivate Limited” under which the Processor provides the Controller withthe software and services (the “Services”). The Controller and theProcessor are individually referred to as a “Party” and collectively asthe “Parties”.

TheParties seek to implement this DPA to comply with the requirements of EU GDPR(defined hereunder) in relation to Processor’s processing of Personal Data (asdefined under the EU GDPR) as part of its obligations under the Agreement.

ThisDPA shall apply to Processor’s processing of Personal Data, provided by theController as part of Processor’s obligations under the Agreement.

Exceptas modified below, the terms of the Agreement shall remain in full force andeffect.    

1.     Definitions

Terms not otherwise definedherein shall have the meaning given to them in the EU GDPR or the Agreement.The following terms shall have the corresponding meanings assigned to thembelow:

1.1.   "DataTransfer" means a transfer of the Personal Data from the Controller tothe Processor, or between two establishments of the Processor, or with aSub-processor by the Processor.

1.2.   “EUGDPR” means the Regulation (EU) 2016/679 of the European Parliament andof the Council of 27 April 2016 on the protection of natural persons with regardto the processing of personal data and on the free movement of such data andrepealing Directive 95/46/EC (General Data Protection Regulation).

1.3.   “StandardContractual Clauses” means the contractual clauses attached hereto asSchedule 1 pursuant to the European Commission’s Implementing Decision (EU)2021/914 of 4 June 2021 on Standard Contractual Clauses for the transfer ofPersonal Data to processors established in third countries which do not ensurean adequate level of data protection.

1.4.   “Controller”means the natural or legal person, public authority, agency, or other bodywhich, alone or jointly with others, determines the purposes and means of theprocessing of personal data; where the purposes and means of such processingare determined by Union or Member State law, the controller or the specificcriteria for its nomination may be provided for by Union or Member State law.

1.5.  “Processor” meansa natural or legal person, public authority, agency, or other body whichprocesses personal data on behalf of the controller.

1.6.   “Sub-processor”means a processor/ sub-contractor appointed by the Processor for the provisionof all or parts of the Services and Processes the Personal Data as provided bythe Controller.

2.      Purpose of this Agreement

This DPA sets out variousobligations of the Processor in relation to the Processing of Personal Data andshall be limited to the Processor’s obligations under the Agreement. If thereis a conflict between the provisions of the Agreement and this DPA, theprovisions of this DPA shall prevail.

3.     Categoriesof Personal Data and Data Subjects

The Controller authorizespermission to the Processor to process the Personal Data to the extent of whichis determined and regulated by the Controller. The current nature of thePersonal Data is specified in Annex I to Schedule 1 to this DPA.

4.    Purpose of Processing

The objective of Processing ofPersonal Data by the Processor shall be limited to the Processor’s provision ofthe Services to the Controller and or its Client, pursuant to the Agreement.

5.    Duration of Processing

The Processor will ProcessPersonal Data for the duration of the Agreement, unless otherwise agreed uponin writing by the Controller. 

6.    Data Controller’s Obligations

6.1.   TheData Controller shall warrant that it has all necessary rights to provide thePersonal Data to the Data Processor for the Processing to be performed inrelation to the agreed services. To the extent required by Data Privacy Laws,Data Controller is responsible for ensuring that it provides such Personal Datato Data Processor based on an appropriate legal basis allowing lawfulprocessing activities, including any necessary Data Subject consents to thisProcessing are obtained, and for ensuring that a record of such consents ismaintained. Should such consent be revoked by the Data Subject, the DataController is responsible for communicating the fact of such revocation to theData Processor.

6.2.   TheData Controller shall provide all natural persons from whom it collectsPersonal Data with the relevant privacy notice.

6.3.   TheData Controller shall request the Data Processor to purge Personal Data whenrequired by the Data Controller or any Data Subject whom it collects PersonalData unless the Data Processor is otherwise required to retain the PersonalData by applicable law.

6.4.   TheData Controller shall immediately advise the Data Processor in writing if itreceives or learns of any:

6.4.1.  Complaint or allegation indicating a violationof Data Privacy Laws regarding Personal Data;

6.4.2.  Request from one or more individuals seekingto access, correct, or delete Personal Data;

6.4.3.  Inquiry or complaint from one or moreindividuals relating to the collection, processing, use, or transfer ofPersonal Data; and

6.4.4.  Any regulatory request, search warrant, orother legal, regulatory, administrative, or governmental process seekingPersonal Data

7.     DataProcessor’s Obligations

7.1.   TheProcessor will follow written and documented instructions received, includingemail, from the Controller, its affiliate, agents, or personnel, with respectto the Processing of Personal Data (each, an “Instruction”).

7.2.   TheProcessing described in the Agreement and the relating documentation shall beconsidered as Instruction from the Controller.

7.3.   Atthe Data Controller’s request, the Data Processor will provide reasonableassistance to the Data Controller in responding to/ complying with requests/directions by Data Subject in exercising their rights or of the applicableregulatory authorities regarding Data Processor’s Processing of Personal Data.

7.4.   Inrelation to the Personal Data, Data Processor shall obtain consent (wherenecessary) and/or provide notice to the Data Subject in accordance with DataProtection Laws to enable shared Personal Data to be provided to, and used by,the other Party as contemplated by this Agreement.

7.5.   Whereshared Personal Data is transferred outside the Data Processor’s territorialboundaries, the transferor shall ensure that the recipient of such data isunder contractual obligations to protect such Personal Data to the same orhigher standards as those imposed under this Addendum and the Data ProtectionLaws.

8.     DataSecrecy

8.1.  To Process the Personal Data, the Processorwill use personnel who are

8.1.1.  Informed of the confidential nature of thePersonal Data, and

8.1.2.  Perform the Services in accordance with theAgreement.

8.2.  The Processor will regularly train individualshaving access to Personal Data in data security and data privacy in accordancewith accepted industry practice and shall ensure that all the Personal Data iskept strictly confidential.

8.3.  The Processor will maintain appropriatetechnical and organizational measures for protection of the security,confidentiality, and integrity of the Personal Data as per the specificationsas per the standards mutually agreed in writing by the Parties.

9.    Audit Rights

9.1.   UponController’s reasonable request, the Processor will make available to theController, information as is reasonably necessary to demonstrate Processor’scompliance with its obligations under the EU GDPR or other applicable laws inrespect of its Processing of the Personal Data.

9.2.   When theController wishes to conduct the audit (by itself or through a representative)at Processor’s site, it shall provide at least fifteen (15) days’ prior writtennotice to the Processor; the Processor will provide reasonable cooperation andassistance in relation to audits, including inspections, conducted by theController or its representative.

9.3.   TheController shall bear the expense of such an audit.

10.  Mechanismof Data Transfers

Any Data Transfer for thepurpose of Processing by the Processor in a country outside the EuropeanEconomic Area (the “EEA”) shall only take place in compliance asdetailed in Schedule 1 to the DPA. Where such model clauses have not beenexecuted at the same time as this DPA, the Processor shall not unduly withholdthe execution of such template model clauses, where the transfer of PersonalData outside of the EEA is required for the performance of the Agreement.

11.  Sub-processors

11.1.   TheController acknowledges and agrees that the Processor, may engage a third-partySub-processor(s) in connection with the performance of the Services, providedsuch Sub-processor(s) take technical and organizational measures to ensureconfidentiality of Personal Data shared with them; The current Sub-processorsengaged by the Processors and approved by the Controller are listed in Annex IIIof Schedule 1 hereto. In accordance with Article 28(4) of the GDPR, theProcessor shall remain liable to Controller for any failure on behalf of aSub-processor to fulfil its data protection obligations under the DPA inconnection with the performance of the Services.

11.2.  Ifthe Controller has a concern that the Sub-processor(s) Processing of PersonalData is reasonably likely to cause the Controller to breach its data protectionobligations under the GDPR, the Controller may object to Processor’s use ofsuch Sub-processor and the Processor and Controller shall confer in good faithto address such concern.

12.  PersonalData Breach Notification

12.1.     TheProcessor shall maintain defined procedures in case of a Personal Data Breach(as defined under the GDPR) and shall without undue delay notify Controller ifit becomes aware of any Personal Data Breach unless such Data Breach isunlikely to result in a risk to the rights and freedoms of natural persons.

12.2.     TheProcessor shall provide the Controller with all reasonable assistance to complywith the notification of Personal Data Breach to Supervisory Authority and/orthe Data Subject, to identify the cause of such Data Breach and take suchcommercially reasonable steps as reasonably required to mitigate and remedysuch Data Breach.

12.3.     NoAcknowledgement of Fault by Processor. Processor’s notification of or responseto a Personal Data Breach under this DPA will not be construed as anacknowledgement by Processor of any fault or liability with respect to the dataincident.

13.  Returnand Deletion of Personal Data

13.1.      TheProcessor shall at least thirty (30) days from the end of the Agreement orcessation of the Processor’s Services under the Agreement, whichever occursearlier, shall return to the Controller all the Personal Data, or if theController so instructs, the Processor shall have the Personal Data deleted.The Processor shall return such Personal Data in a commonly used format or in thecurrent format in which it was stored at discretion of the Controller, soon asreasonably practicable following receipt of Controller’s notification.

13.2.     In any case, the Processorshall delete Personal Data including all the copies of it as soon as reasonablypracticable following the end of the Agreement.

14.  Technicaland Organizational Measures

Having regard to the state oftechnological development and the cost of implementing any measures, theProcessor will take appropriate technical and organizational measures againstthe unauthorized or unlawful processing of Personal Data and against theaccidental loss or destruction of, or damage to, Personal Data to ensure alevel of security appropriate to: (a) the harm that might result fromunauthorized or unlawful processing or accidental loss, destruction or damage;and (b) the nature of the data to be protected [including the measures statedin Annex II of Schedule 1] 

15. Miscellaneous. 

15.1The Addendum considers the following and follows:

1. Privacy by Design and default
2. Achieving security of Processing
3. Notification of breaches involving Customer PersonalData to the relevant Supervisory Authority
4. Notification of breaches involving Customer PersonalData to Customer
5. Conducting Privacy Impact Assessment whereappropriate and required by applicable Data Protection Law
6. Assurance of Zenstack Private Limited assistance byif prior consultations with relevant Supervisory Authorities are needed andrequired by applicable Data Protection Laws.

15.2 In the event a DataSubject wishes to exercise its data subject rights under applicable DataProtection Law, including, but not limited to, a data subject’s right ofaccess, correction and/or erasure of its Personal Data in Zenstack PrivateLimited control, the Data Subjects can submit such request done by contacting ZenstackPrivate Limited Data Protection Officer (DPO) below. Also for raising concernsand/or any complaints related to the Customer Personal Data that can be done bycontacting the Data Protection Officer below: Name: Mr. Siddharth Gupta Email ID: siddharth@we360.ai

There are no Temporary filesgetting generated during processing.

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SCHEDULE 1

ANNEX I

A. LIST OF PARTIES

Dataexporter(s):

 Name: Zenstack Private Limited

Address: C-06, IT PARK, BADWAI ROAD, Bhopal,Madhya Pradesh, 462038, India

Contactperson’s name: Mr. SiddharthGupta

Position: DPO

contactdetails: siddharth@we360.ai

Activities relevant to the datatransferred under these Clauses: Recipient of the Services provided by Zenstack privateLimited in accordance with the Agreement.

Signature and date: Signature and date are set out in the Agreement.

RoleController/ Processor): Controller

Dataimporter(s):

Name: Customer (as definedin the Agreement)

Address:As set forth in the relevant Order Form.

Contactperson’s name, position, and contact details: As set forth in the relevantOrder Form.

Activitiesrelevant to the data transferred under these Clauses: Provision of the Services to the Customer in accordancewith the Agreement.

Signature and date: Signature and date are set out in the Agreement.

Role(controller/processor): Processor.

B. DESCRIPTION OF TRANSFER

 Categories of data subjectswhose personal data is transferred

 Customer’s authorized users of the Services.

Categoriesof personal data transferred

Name,Address, Date of Birth, Age, Education, Email, Gender, Image, Job, Language,Phone, Related person, Related URL, User ID, Username.

Sensitivedata transferred (if applicable) and applied restrictions or safeguards thatfully take into consideration the nature of the data and the risks involved,such as for instance strict purpose limitation, access restrictions (includingaccess only for staff having followed specialized training), keeping a recordof access to the data, restrictions for onward transfers or additional securitymeasures.

No sensitive data collected.

Thefrequency of the transfer (e.g., whether the data is transferred on a one-offor continuous basis).

Continuousbasis

Nature of the processing
NA

Purpose(s)of the data transfer and further processing

The purpose of the transfer is to facilitate the performanceof the Services more fully described in the Agreement and accompanying orderforms.

The periodfor which the personal data will be retained, or, if that is not possible, thecriteria used to determine that period

The period for which the Customer Personal Data will beretained is more fully described in the Agreement, Addendum, and accompanyingorder forms.

Fortransfers to (sub-) processors, also specify subject matter, nature, andduration of the processing

The subjectmatter, nature, and duration of the Processing more fully described in theAgreement, Addendum, and accompanying order forms.

C. COMPETENT SUPERVISORYAUTHORITY

               Data exporter is established in an EEA country.

               The competent supervisory authority is asdetermined by application of Clause 13 of the EU SCCs.

ANNEX II

TECHNICALAND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TOENSURE THE SECURITY OF THE DATA 

Description of the  technical andorganisational security measures implemented by Zenstack Private Limited as thedata processor/data importer to ensure an appropriate level of security, takinginto account the nature, scope, context, and purpose of the processing, and therisks for the rights and freedoms of natural persons.

o    Security

 
• Security Management System.some text
   
  • Organization. Zenstack Private Limited designates qualified security personnel whose  responsibilities include development, implementation, and ongoing maintenance of the Information Security Program.
   
  • Policies. Management reviews and supports all security related policies to ensure the security, availability, integrity and confidentiality of Customer Personal Data.  These policies are updated at least once annually.
   
  • Assessments. Zenstack Private Limited engages a reputable independent third-party to perform risk assessments of all systems containing Customer Personal Data at least once annually.
   
  • Risk Treatment. Zenstack Private Limited maintains a formal and effective risk treatment program that includes penetration testing, vulnerability management and patch management to identify and protect against potential threats to the security, integrity or confidentiality of Customer Personal Data.
   
  • Vendor Management. Zenstack Private Limited maintains an effective vendor management program
   
  • Incident Management. Zenstack Private Limited reviews security incidents regularly, including  effective determination of root cause and corrective action.
   
  • Standards. Zenstack Private Limited operates an information security management system that complies with the requirements of ISO/IEC 27001:2022 standard.
   
   
• Personnel Security.
   
  • Zenstack Private Limited personnel are required to conduct themselves in a manner consistent with the company’s guidelines regarding confidentiality, business ethics, appropriate usage, and professional standards. Zenstack Private Limited conducts reasonably appropriate background checks on any employees who will have access to client data under this Agreement,       including in relation to employment history and criminal records, to the extent legally permissible and in accordance with applicable local labor law, customary practice and statutory regulations.
   
  • Personnel are required to execute a confidentiality agreement in writing at the time of hire and to protect Customer Personal Data at all times. Personnel mustacknowledge receipt of, and compliance with, Zenstack Private Limited’s confidentiality, privacy and security policies. Personnel are provided with privacy and security training on how to implement and comply with       the Information Security Program. Personnel handling Customer Personal Data are required to complete additional requirements appropriate to their role (e.g., certifications). Zenstack Private Limited’s personnel will not process Customer Personal Data without authorization.
   
   
• Access Controls
   
  • Access Management. Zenstack Private Limited maintains a formal access management process for the request, review, approval and provisioning of all personnel with access to Customer Personal Data to limit access to Customer Personal Data and systems storing, accessing or transmitting Customer Personal Data to properly authorized persons having a need for such access. Access reviews are conducted periodically to ensure that only those personnel with access to Customer Personal Data still require it.
   
  • Infrastructure Security Personnel. Zenstack Private Limited has, and maintains, a security policy for its personnel, and requires security training as part of the training package for its personnel. Zenstack Private Limited’s infrastructure security personnel are responsible for the ongoing monitoring of Zenstack Private Limited’s security infrastructure, the review of the Services, and for responding to security incidents.
   
  • Access Control and Privilege Management. Zenstack Private Limited’s and Customer’s administrators and end users must authenticate themselves via       a Multi-Factor authentication system or via a single sign on system in       order to use the Services
   
  • Internal Data Access Processes and Policies – Access Policy. Zenstack Private Limited’s internal data access processes and policies are designed to protect against unauthorized access, use, disclosure, alteration or destruction of Customer Personal Data. Zenstack Private Limited designs its systems to only allow authorized persons to access data they are authorized to access based on principles of “least privileged” and “need to know”, and to prevent others who should not have access from    obtaining access.  Zenstack Private Limited requires the use of unique user IDs, strong passwords, two factor authentication and carefully monitored access lists to minimize the potential for unauthorized account use. The granting or modification of access rights is based on: the authorized personnel’s job responsibilities; job duty requirements necessary to perform authorized tasks; a need to know basis; and must be in accordance with Zenstack Private Limited’s internal data access policies and training. Approvals are managed by workflow tools that maintain audit records of all changes. Access tosystems is logged to create an audit trail for accountability. Where passwords are employed for authentication (e.g., login to workstations), password policies follow industry standard practices. These standards include password complexity, password expiry, password lockout restrictions on password reuse and re-prompt for password after a period       of inactivity
   
   
• Data Center and Network Securitysome text
   
  • Data Centers.some text
       
    • Infrastructure. Zenstack Private Limited has Azure as its data center.
       
    • Resiliency. Multi Availability Zones are enabled on Azure and Zenstack Private Limited conducts Backup Restoration Testing on regular basis to ensure resiliency.
       
    • Server Operating Systems. Zenstack Private Limited’s servers are customized for the application environment and        the servers have been hardened for the security of the Services. Zenstack Private Limited employs a code review process to increase the security of the code used to provide the Services and enhance the security products in production environments.
       
    • Disaster Recovery. Zenstack Private Limited replicates data over multiple systems to help to protect against accidental destruction or loss. Zenstack PrivateLimited has designed and regularly plans and tests its disaster recovery programs.
       
    • Security Logs. Zenstack Private Limited’s systems have logging enabled to their respective system log facility in order to support the security audits, and  monitor and detect actual and attempted attacks on, or intrusions into, Zenstack Private Limited’s systems.
       
    • Vulnerability Management. Zenstack Private Limited performs regular vulnerability scans on all infrastructure        components of its production and development environment. Vulnerabilities are remediated on a risk basis, with Critical,        High and Medium security patches for all components installed as soon as commercially possible.
     
     
   
• Networks and Transmission.some text
   
  • Data Transmission.Transmissions on production environment are transmitted via Internet       standard protocols.
   
  • External Attack Surface. AZURE Security Group which is equivalent to virtual firewall is in place for Production environment on AZURE.
   
  • Incident Response. Zenstack Private Limited maintains incident management policies and procedures, including detailed security incident escalation procedures. Zenstack Private Limited monitors a variety of communication channels for security incidents, and Zenstack Private Limited’s security personnel will react promptly to suspected or known incidents, mitigate harmful effects of such security incidents, and document such security incidents and their outcomes.
   
  • Encryption Technologies. Zenstack Private Limited makes HTTPS encryption (also referred to as SSL or TLS) available for data in transit.
   
   
• Data Storage, Isolation, Authentication, and Destruction. Zenstack Private Limited stores data in a multi-tenant environment on AZURE servers. Data, the Services database and file system architecture are replicated between multiple availability      zones on AZURE. Zenstack Private Limited logically isolates the data of different customers. A central authentication system is used across allServices to increase uniform security of data. Zenstack Private Limited ensures secure disposal of Client Data through the use of a series of data destruction processes.

ANNEXIII

LISTOF SUB-PROCESSORS 

The controller has authorized the use of thefollowing sub-processors: