DATA PROCESSING AGREEMENT

Effective date: 3rd November 2022

Last updated on: 3rd November 2022

This Data Processing Agreement (the “DPA”) constitutes a legally binding agreement between the RevenueHero Inc (“Company”) and the entity (“Customer”) on whose behalf Company Processes Personal Data under the Terms and Conditions available at https://revenuehero.io/terms/ (the “Terms”). The Company and the Customer are hereinafter referred to individually as a “Party” and collectively as the “Parties”.

This DPA forms an integral part of the Terms and is applicable where the Company Processes Customer’s Personal Data originating from the European Economic Area (“EEA”), United Kingdom (“UK”) and/or Switzerland.

1. Definitions

Terms not specifically defined herein shall have the meaning ascribed thereto in the Terms. In this DPA, the following terms shall have the following meanings:

Data Protection Laws” shall mean (a) the GDPR; (b) in respect of the UK, the GDPR as saved into United Kingdom by virtue of section 3 of the United Kingdom European Union (Withdrawal) Act 2018 (“UK GDPR”) and the Data Protection Act, 2019 (together, “UK Data Protection Laws”); (c) the Swiss Federal Data Protection Act and its implementing regulations (“Swiss DPA”) in each case, as may be amended, superseded or replaced.

GDPR” shall mean the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the Processing of personal data and on the free movement of such data and repealing Directive 95/46/EC (General Data Protection Regulation).

“Personal Data” shall mean any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person forming a part of Customer Data.

Restricted Transfer” means: (i) where the GDPR applies, a transfer of Personal Data from the EEA to a country outside the EEA which is not subject to an adequacy determination by the European Commission; (ii) where the UK GDPR applies, a transfer of Personal Data from the UK to any other country which is not based on adequacy regulations pursuant to Section 17A of the Data Protection Act 2018; and (iii) where the Swiss DPA applies, a transfer of Personal Data to a country outside of Switzerland which is not included on the list of adequate jurisdictions published by the Swiss Federal Data Protection and Information Commissioner.

“Sensitive Personal Information” shall mean information that relates to an individual’s racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, genetic data, biometric data for the purpose of uniquely identifying a natural person, data concerning health, or data concerning a natural person's sex life or sexual orientation. It also includes information about an individual's criminal offences or convictions, as well as any other information deemed sensitive under applicable data protection laws.

Standard Contractual Clauses” or “SCCs” means (i) where the GDPR applies, the standard contractual clauses as approved by the European Commission (Implementing Decision (EU) 2021/914 of 04 June 2021) Implementing Decision (EU) 2021/914 of 04 June 2021) and available at https://eur-lex.europa.eu/legal-content/EN/TXT/HTML/?uri=CELEX:32021D0914  (“EU SCCs”); (ii) where the UK GDPR applies, the International Data Transfer Addendum to the EU SCCs issued by the UK Information Commissioner, Version B1.0, in force from 21 March 2022 set forth as Schedule D (“UK SCCs”) and (iii) where the Swiss DPA applies, the applicable standard data protection clauses issued, approved or recognized by the Swiss Federal Data Protection and Information Commissioner (the “Swiss SCCs”) (in each case, as updated, amended or superseded from time to time).

Controller”, “Data Subject”, “Personal Data Breach”, “Processor” and “Process(ing)” shall have the meaning given to them in the GDPR.

2. Scope and Responsibilities

2.1 This DPA applies to Processing of Personal Data originating from the UK, EEA and/or Switzerland.

2.2 The Company shall Process Personal Data only on the Customer’s behalf and at all times only in accordance with this DPA. For the avoidance of doubt, the Company shall be the Processor where Customer is the Controller of the Personal Data and where Customer is the Processor, the Company shall be the sub-processor of Personal Data.

2.3 Within the scope of the Terms, each Party shall be responsible for complying with its respective obligations as Controller and Processor under Data Protection Laws.

3. Term and Termination

3.1 This DPA becomes effective upon the Customer subscribing to the Service(s) by agreeing to the Terms. It shall continue to be in force and effect as long as the Company is Processing Personal Data pursuant to the Terms and shall terminate automatically thereafter. 
3.2 Where amendments are required to ensure compliance of this DPA or a Schedule with Data Protection Laws, the Parties shall make reasonable efforts to agree on such amendments upon the Customer’s request. Where the Parties are unable to agree upon such amendments, either Party may terminate the Terms in accordance with the termination procedure contained therein.

4. Processing Instructions

4.1 The Company will Process Personal Data in accordance with the Customer’s instructions. This DPA contains the Customer’s initial instructions to the Company. The Parties agree that the Customer may communicate any change in its initial instructions to the Company by way of amendment to this DPA, which shall be signed by the Parties.

4.2 For the avoidance of doubt, any instructions that would lead to Processing outside the scope of this DPA (e.g., because a new Processing purpose is introduced) will require a prior agreement between the Parties and, where applicable, shall be subject to the contract change procedure under the respective agreement.

4.3
The Company shall without undue delay inform the Customer in writing if, in its opinion, an instruction infringes Data Protection Laws, and provide a detailed explanation of the reasons for its opinion in writing. 

5. Processor Personnel

The   Company   will   restrict   its   personnel   from   Processing   Personal   Data   withoutauthorization.   The   Company   will   impose   appropriate   contractual   obligations   upon   itspersonnel, including relevant obligations regarding confidentiality, data protection and data security.

6. Disclosure to Third Parties; Data Subjects Rights

6.1. The Company will not disclose Personal Data to any government agency, court, or lawenforcement except with the Customer’s written consent or as necessary to comply withapplicable mandatory laws. If the Company is obliged to disclose Personal Data to a lawenforcement agency, the Company agrees to give the Customer reasonable notice of theaccess request prior to granting such access, to allow the Customer to seek a protective orderor other appropriate remedy. If such notice is legally prohibited, the Company will takereasonable measures to protect the Personal Data from undue disclosure as if it were theCompany’s own confidential information being requested and shall inform the Customerpromptly as soon as possible if and when such legal prohibition ceases to apply.

6.2. In case the Customer receives any request or communication from Data Subjects whichrelate to the Processing of Personal Data ("Request"), the Company shall reasonablyprovide the Customer with full cooperation, information and assistance ("Assistance") inrelation to any such Request where instructed by Customer.

6.3. Where the Company receives a Request, it shall (i) not directly respond to such Request, (ii)forward the Request to the Customer within  five  (5) business days of identifying theRequest as being related to the Customer and (iii) provide Assistance according to furtherinstructions from Customer.

7. Technical and Organizational Measures

The   Company   shall   implement   and   maintain   appropriate   technical   and   organizationalsecurity measures to ensure that Personal Data is Processed according to this DPA, toprovide assistance and protect Personal Data against a Personal Data Breach ("TOMs").Such measures shall include the measures set out in Schedule B.

8. Assistance with Data Protection Impact Assessment

8.1. Where a Data Protection Impact Assessment ("DPIA") is required under applicable DataProtection Laws for the Processing of Personal Data, the Company shall provide, uponrequest, to the Customer any information and assistance reasonably required for the DPIAincluding assistance for any communication with data protection authorities, where required,unless   the   requested   information   or  assistance   is   not   pertaining   to   the   Company’sobligations under this DPA.

8.2. The Customer shall pay the Company reasonable  charges for providing the assistance inClause 8, to the extent that such assistance cannot be reasonably accommodated within thenormal provision of the Service(s).

9. Information Rights and Audit

9.1. The Company shall,  in accordance with  Data Protection Laws,  make available to the
Customer on request in a timely manner such information as is necessary to demonstrate
compliance by the Company with its obligations under the Data Protection Laws.

9.2. The Company shall, upon reasonable notice, allow for and contribute to audits of its
Processing of Personal Data, as well as the TOMs (including data Processing systems,
policies,   procedures   and   records),   during   regular   business   hours   and   with   minimal interruption to its business operations. Such audits shall be conducted by the Customer, its affiliates or an independent third party on its behalf (which will not be a competitor of the Company’s business) that is subject to reasonable confidentiality obligations.

9.3. The Customer shall pay the Company reasonable costs of allowing or contributing to audits or inspections in accordance with Clause 9.2 where the Customer wishes to conduct more than one audit or inspection every twelve (12) months.

9.4. The Company will immediately refer to the Customer any requests received from national data protection authorities that relate to its Processing of Personal Data.

9.5. The Company undertakes to reasonably cooperate with the Customer in its dealings with national data protection authorities and with any audit requests received from national data protection authorities.

10. Personal Data Breach Notification

In respect of any Personal Data Breach (actual or reasonably suspected), the Company shall:

10.1. notify the Customer of a Personal Data Breach involving the Company or a subcontractorwithout undue delay.

10.2. provide reasonable information, cooperation and assistance to the Customer in relation toany action to be taken in response to a Personal Data Breach under Data Protection Laws,including regarding any communication of the Personal Data Breach to Data Subjects andnational data protection authorities.

11. Use of sub-processors

11.1. The Company has the Customer’s general authorisation for the engagement of third-partysub-processors from an agreed list, as set forth in Schedule A. The Company will notify theCustomer’s  account   administrator   of   any   intended   changes   to   that   list   through   theappointment or replacement of any sub-processor at least fifteen (15) days in advance. TheCustomer may object to the Company’s appointment or replacement of a sub-processorprior to its appointment or replacement, provided such objection is based on reasonablegrounds relating to data protection. In such an event, the Company will either not appoint orreplace the sub-processor or, if this is not possible, the Company may suspend or terminatethe   Service(s)   (without   prejudice   to   any   fees   accrued   prior   to   such   suspension   ortermination).

11.2. Where the Company, with the Customer’s authorisation, engages a sub-processor, it shall doso only by way of a binding written contract which imposes on the sub-processor essentiallythe same data protection obligations as the ones imposed on the Company under this DPAand in accordance with Art. 28 of the GDPR.

11.3. Where   the   sub-processor   fails   to   fulfil   its   data   protection   obligations   under   thesubcontracting agreement, the Company shall remain fully liable to the Customer for thefulfilment of its obligations under this DPA and for the performance of the sub-processor’sobligations.

12. International Data Transfers

12.1. The Parties agree that when the transfer of Personal Data from the Company to the
Customer   is   a   Restricted   Transfer   and   applicable   Data   Protection   Laws   require   thatappropriate safeguards are put in place, such transfer shall be subject to the appropriate Standard Contractual Clauses, which shall be deemed incorporated into and form part of this DPA as follows:

a. In relation to transfers of Personal Data originating from the EEA and subject to the
EU GDPR, the SCCs shall apply, completed as follows:
i. Module 2 (Controller to Processor) shall apply where the Customer is a
Controller   and   the   Company   is   a   Processor.   Module   3   (Processor   to
Processor) shall apply where the Customer is a Processor and the Company
is a sub-processor;
ii. in Clause 7, the optional docking clause will apply;
iii. in Clause 9(a), Option 2 shall apply;
iv. in Clause 11, the optional language will not apply;
v. in Clause 17, Option 1 will apply, and the EU SCCs will be governed by
German law;
vi. in Clause 18(b), disputes shall be resolved before the courts of Bonn,
Germany;
vii. Annex I, II and III of the EU SCCs shall be deemed completed with the
information set out in Schedule A, B and C to this DPA respectively; and

b. In relation to transfers of Personal Data originating from Switzerland and subject to
the Swiss DPA, the EU SCCs as implemented under sub-paragraph (a) above will
apply with the following modifications and shall constitute the Swiss SCCs:
i. references to Regulation (EU) 2016/679; shall be interpreted as references
to the Swiss DPA;
ii. references   to   specific   Articles   of   Regulation   (EU)   2016/679;   shall   be
replaced with the equivalent article or section of the Swiss DPA;
iii. references to “EU”, “Union”, “Member State”, and “Member State law”
shall be replaced with references to “Switzerland” or “Swiss law”;
iv. the term “member state” shall 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 (i.e., Switzerland);
v. Clause 13(a) and Part C of Annex I are not used and the “competent
supervisory”   is   the   Swiss   Federal   Data   Protection   Information
Commissioner;
vi. references to the “competent supervisory authority” and “competent courts”
shall be replaced with references to the “Swiss Federal Data Protection
Information Commissioner” and “applicable courts of Switzerland”;
vii. in Clause 17, the Standard Contractual Clauses shall be governed by the
laws of Switzerland; and
viii.With  respect to transfers to which the Swiss DPA applies, Clause 18(b)
shall state that disputes shall be resolved before the applicable courts of
Switzerland.

c. Where the UK GDPR applies, the UK SCCs shall apply to transfers of Personal
Data originating in the UK to any other country 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.

12.2. For the purposes of descriptions in the SCCs,  the Customer  agrees that it is the “data exporter” and the Company is the “data importer”.

12.3. The Parties agree that if the Standard Contractual Clauses are replaced, amended or no longer recognized as valid under Data Protection Laws, or if a Supervisory Authority and/or Data Protection Law requires the adoption of an alternative transfer solution, the  dataexporter and data importer will: (i) promptly take such steps requested including putting an alternative transfer mechanism in place to ensure the processing continues to comply with Data Protection Laws; or (ii) cease the transfer of Personal Data and at the data exporter’s option, delete or return the Personal Data to the data exporter.

13. Deletion or Return of Personal Data

Upon termination of the Customer’s account, the Company will delete all Customer Data inaccordance with the procedure set forth in the Terms. This requirement shall not apply to theextent that the Company is permitted by applicable law to retain some or all of the PersonalData, in which event  the Company  shall isolate and protect the Personal Data from anyfurther Processing.

14. Miscellaneous

14.1. In case of any conflict, the provisions of this DPA shall take precedence over the Terms orprovisions of any other agreement with the Company.

14.2. No Party shall receive any remuneration for performing its obligations under this DPAexcept as explicitly set out herein or in another agreement.

14.3. Where this DPA requires a “written notice” or “written request”, such notice or request canalso be communicated per email to the other Party. Notices shall be sent to the contactpersons set out in Schedule A.

14.4. Any supplementary agreements or amendments to this DPA must be made in writing andsigned by both Parties.

14.5. Should individual provisions of this DPA become void, invalid or non-viable, this shall notaffect the validity of the remaining conditions of this DPA.

The following Schedules forms an integral part of this DPA:

SCHEDULE A

A. LIST OF PARTIES UNDER THE SCCs

Data exporter(s):

The data exporter is the entity that has subscribed to the Terms and their contact details are asprovided by them while subscribing to the Terms.

Signature & Date:  By entering into the Terms, data exporter is deemed to have signed theseSCCs incorporated herein, including their Annexes, as of the Effective Date of the DPA.

Data importer(s):

1. Name: RevenueHero Inc
Address: 2093 Philadelphia Pike #8778 Claymont, DE 19703
Contact person’s name, position and contact details: Name: Sudharshan Karthik
Designation:  CEO
Contact: support@revenuehero.io
Activities relevant to the data transferred under these Clauses: As specified in Part B of
Schedule A
Signature & Date:  By entering into the Terms, Data Importer is deemed to have signed
these SCCs incorporated herein, including their Annexes, as of the Effective Date of the
DPA.
Role (controller/processor): Processor/sub-processor of data exporter

B. DESCRIPTION OF TRANSFER

Categories of data subjects whose personal data is transferredUnless provided otherwise by the data exporter, transferred Personal Data relates to the followingcategories of Data Subjects: data exporter’s customers, data exporter’s users, admins or otherindividuals whose Personal Data is transmitted or made available to the data importer by the dataexporter in the course of data exporter’s use of Services.Categories of personal data transferredThe transferred Personal Data concerns the following categories of data:The data exporter determines the categories of Personal Data which could be transferred per theService(s) as stated in the Terms. Such categories may include the following categories of data:name,   phone   numbers,   e-mail   address,  designation,   photograph,  system   access   /   usage   /authorization data, plus any application-specific data transferred by authorized personnel.Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully takeinto consideration the nature of the data and the risks involved, such as for instance strictpurpose limitation, access restrictions (including access only for staff having followed specialisedtraining), keeping a record of access to the data, restrictions for onward transfers or additionalsecurity measures.No sensitive data transferred. The data exporter shall not disclose (and shall not permit anyindividual to disclose) any Sensitive Personal Information to the data importer for processing.The frequency of the transfer (e.g., whether the data is transferred on a one-off or continuousbasis)Personal Data is transferred on a continuous basis during the term of the Customer’s account.Nature of the processingCollection, recording, organisation, storage, retrieval, use, disclosure by transmission or otherwisemaking available, restriction (whether or not by automated means).Purpose(s) of the data transfer and further processing

Personal Data is transferred in the course of access and use by the data exporter of the Services sothat the data importer may provide, support, maintain and improve the Services.The data importer may further transfer Personal Data to third-party service providers that host andmaintain the data importer’s applications, backup, storage, and other services as specified in thesection on sub-processors below. These third-party service providers may have access to orProcess Personal Data for the purpose of providing these services to the data importer. The period for which the personal data will be retained, or, if that is not possible, the criteriaused to determine that periodUpon termination of the data exporter’s account, the data importer will delete all Personal Data inaccordance with clause 13 of the DPA.For transfers to (sub-) processors, also specify subject matter, nature and duration of theprocessing

C. COMPETENT SUPERVISORY AUTHORITY

In respect of the SCCs:

Module 2: Transfer Controller to Processor

Module 3: Transfer Processor to Processor

Where the Customer is the data exporter, the  supervisory authority shall be the competentsupervisory authority that has over the Customer in accordance with Clause 13 of the SCCs.

SCHEDULE B

TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OFTHE DATA

The technical and organisational measures to ensure the security of Personal Data are mentionedin the Company’s security policy which you may request access to by writing to the Company atsupport@revenuehero.io.

SCHEDULE C

LIST OF SUB-PROCESSORS

As specified in Schedule A.B.

SCHEDULE D

This UK SCCs shall stand included as an addendum to the EU SCCs set implemented under Clause12.1 (a) of this DPA.

Part 1: Tables

For data transfers from the United Kingdom that are subject to the UK SCCs, the UK SCCs will be
deemed entered into (and incorporated into this Data Processing Addendum by this reference) and
completed as follows:
(a) In Table 1 of the UK SCCs, the Parties’ details and key contact information shall be as set
forth in Schedule A.A.
(b)   In Table 2 of the UK SCCs, information about the version of the Approved EU SCCs,
modules and selected clauses which this UK SCC is appended to shall be as set forth in Clauses 11.1
and 12.1(a)(i), (ii), (iii), (iv) of this DPA.
(c) In Table 3 of the UK SCCs:
i Annex 1A: List of Parties: Parties are as set forth in Schedule A.A.
ii Annex 1B: Description of Transfer: Description of Transfer is as set forth in Schedule A.B.
iii Annex II: Technical and organisational measures including technical and organisational
measures to ensure the security of the data: TOMs are as set forth in Schedule B.
iv Annex III: List of Sub processors: Sub processors are as set forth in Schedule A.B.(d)  In Table 4 of the UK SCCs, both the data importer and the data exporter may end the UK
SCCs in accordance with the terms of the UK SCCs.

Part 2: Mandatory Clauses

Mandatory Clauses of the Approved Addendum, being the template Addendum B.1.0 issued by theICO and laid before Parliament in accordance with s119A of the Data Protection Act 2018 on 2February 2022, as it is revised under Section 18 of those Mandatory Clauses.