Data Processing Agreement

This Data Processing Agreement ("DPA") supplements the Terms of Service (the "Agreement") entered into by and between Customer (as defined in the Agreement) and INFIMA Security Inc., a Delaware corporation located at 801 N Orange Ave Ste 820, Orlando, FL 32801 ("INFIMA"). By executing the Agreement, Customer enters into this DPA on behalf of itself and, to the extent required under applicable Data Protection Laws (defined below), in the name and on behalf of its Affiliates (defined below), if any. This DPA incorporates the terms of the Agreement, and any terms not defined in this DPA shall have the meaning set forth in the Agreement. The parties therefore agree as follows:

1. Definitions

1.1 "Affiliate" means (i) an entity of which a party directly or indirectly owns fifty percent (50%) or more of the stock or other equity interest, (ii) an entity that owns at least fifty percent (50%) or more of the stock or other equity interest of a party, or (iii) an entity which is under common control with a party by having at least fifty percent (50%) or more of the stock or other equity interest of such entity and a party owned by the same person, but such entity shall only be deemed to be an Affiliate so long as such ownership exists.

1.2 "Authorized Sub-Processor" means a third-party who has a need to know or otherwise access Customer's Personal Data to enable INFIMA to perform its obligations under this DPA or the Agreement, and who is either (1) listed in Exhibit B or (2) subsequently authorized under Section 3.2 of this DPA.

1.3 "Customer Account Data" means personal data that relates to Customer's relationship with INFIMA, including the names or contact information of individuals authorized by Customer to access Customer's account and billing information of individuals that Customer has associated with its account. Customer Account Data also includes any data INFIMA may need to collect for the purpose of managing its relationship with Customer, identity verification, or as otherwise required by Data Protection Laws and regulations.

1.4 "Customer Usage Data" means Service usage data collected and processed by INFIMA in connection with the provision of the Services, including without limitation data used to identify the source and destination of a communication, activity logs, phishing simulation interaction data, training completion records, and data used to optimize and maintain performance of the Services, and to investigate and prevent system abuse.

1.5 "Data Exporter" means Customer.

1.6 "Data Importer" means INFIMA.

1.7 "Data Protection Laws" means any applicable laws and regulations in any relevant jurisdiction relating to the use or processing of Personal Data including: (i) the California Consumer Privacy Act ("CCPA"), (ii) the General Data Protection Regulation (Regulation (EU) 2016/679) ("EU GDPR" or "GDPR"), (iii) the Swiss Federal Act on Data Protection, (iv) the EU GDPR as it forms part of the law of England and Wales by virtue of section 3 of the European Union (Withdrawal) Act 2018 (the "UK GDPR"); (v) the UK Data Protection Act 2018; and (vi) the Privacy and Electronic Communications (EC Directive) Regulations 2003; in each case, as updated, amended or replaced from time to time. The terms "Data Subject", "Personal Data", "Personal Data Breach", "processing", "processor," "controller," and "supervisory authority" shall have the meanings set forth in the GDPR.

1.8 "EU SCCs" means the standard contractual clauses approved by the European Commission in Commission Decision 2021/914 dated 4 June 2021, for transfers of personal data to countries not otherwise recognized as offering an adequate level of protection for personal data by the European Commission (as amended and updated from time to time).

1.9 "ex-EEA Transfer" means the transfer of Personal Data, which is processed in accordance with the GDPR, from the Data Exporter to the Data Importer (or its premises) outside the European Economic Area (the "EEA"), and such transfer is not governed by an adequacy decision made by the European Commission in accordance with the relevant provisions of the GDPR.

1.10 "ex-UK Transfer" means the transfer of Personal Data, which is processed in accordance with the UK GDPR and the Data Protection Act 2018, from the Data Exporter to the Data Importer (or its premises) outside the United Kingdom (the "UK"), and such transfer is not governed by an adequacy decision made by the Secretary of State in accordance with the relevant provisions of the UK GDPR and the Data Protection Act 2018.

1.11 "Services" shall have the meaning set forth in the Agreement, and includes security awareness training, phishing simulation services, and related cybersecurity education services provided by INFIMA.

1.12 "UK Addendum" means the International Data Transfer Addendum to the Standard Contractual Clauses issued by the Information Commissioner's Office of the United Kingdom (including all Part 2 Mandatory Clauses).

2. Relationship of the Parties; Processing of Data

2.1 The parties acknowledge and agree that with regard to the processing of Personal Data, Customer may act either as a controller or processor and, except as expressly set forth in this DPA or the Agreement, INFIMA is a processor. Customer shall, in its use of the Services, process Personal Data, and provide instructions for the processing of Personal Data, in compliance with Data Protection Laws. Customer shall ensure that the processing of Personal Data in accordance with Customer's instructions will not cause INFIMA to be in breach of the Data Protection Laws. Customer is solely responsible for the accuracy, quality, and legality of (i) the Personal Data provided to INFIMA by or on behalf of Customer, (ii) the means by which Customer acquired any such Personal Data, and (iii) the instructions it provides to INFIMA regarding the processing of such Personal Data. Customer shall not provide or make available to INFIMA any Personal Data in violation of the Agreement or otherwise inappropriate for the nature of the Services, and shall indemnify INFIMA from all claims and losses in connection therewith.

2.2 INFIMA shall not process Personal Data (i) for purposes other than those set forth in the Agreement and/or Exhibit A, (ii) in a manner inconsistent with the terms and conditions set forth in this DPA or any other documented instructions provided by Customer, including with regard to transfers of personal data to a third country or an international organization, unless required to do so by Supervisory Authority to which INFIMA is subject; in such a case, INFIMA shall inform the Customer of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest, or (iii) in violation of Data Protection Laws. Customer hereby instructs INFIMA to process Personal Data in accordance with the foregoing and as part of any processing initiated by Customer in its use of the Services.

2.3 The subject matter, nature, purpose, and duration of this processing, as well as the types of Personal Data collected and categories of Data Subjects, are described in Exhibit A to this DPA.

2.4 Following completion of the Services, at Customer's choice, INFIMA shall return or delete Customer's Personal Data, unless further storage of such Personal Data is required or authorized by applicable law. If return or destruction is impracticable or prohibited by law, rule or regulation, INFIMA shall take measures to block such Personal Data from any further processing (except to the extent necessary for its continued hosting or processing required by law, rule or regulation) and shall continue to appropriately protect the Personal Data remaining in its possession, custody, or control.

2.5 CCPA. Except with respect to Customer Account Data and Customer Usage Data, the parties acknowledge and agree that INFIMA is a service provider for the purposes of the CCPA (to the extent it applies) and is receiving personal information from Customer in order to provide the Services pursuant to the Agreement, which constitutes a business purpose. INFIMA shall not sell any such personal information. INFIMA shall not retain, use or disclose any personal information provided by Customer pursuant to the Agreement except as necessary for the specific purpose of performing the Services for Customer pursuant to the Agreement, or otherwise as set forth in the Agreement or as permitted by the CCPA. The terms "personal information," "service provider," "sale," and "sell" are as defined in Section 1798.140 of the CCPA. INFIMA certifies that it understands the restrictions of this Section 2.5.

3. Authorized Sub-Processors

3.1 Customer acknowledges and agrees that INFIMA may (1) engage its affiliates and the Authorized Sub-Processors listed in Exhibit B (the "List") to this DPA to access and process Personal Data in connection with the Services and (2) from time to time engage additional third parties for the purpose of providing the Services, including without limitation the processing of Personal Data. By way of this DPA, Customer provides general written authorization to INFIMA to engage sub-processors as necessary to perform the Services.

3.2 The List may be updated by INFIMA from time to time. INFIMA will provide a mechanism to subscribe to notifications of new Authorized Sub-Processors. Customer agrees to subscribe to such notifications if available. At least fifteen (15) days before enabling any third party other than existing Authorized Sub-Processors to access or participate in the processing of Personal Data, INFIMA will add such third party to the List and notify Customer via email. Customer may object to such an engagement by informing INFIMA within ten (10) days of receipt of the aforementioned notice by Customer, provided such objection is in writing and based on reasonable grounds relating to data protection. Customer acknowledges that certain sub-processors are essential to providing the Services and that objecting to the use of a sub-processor may prevent INFIMA from offering the Services to Customer.

3.3 If Customer reasonably objects to an engagement in accordance with Section 3.2, and INFIMA cannot provide a commercially reasonable alternative within a reasonable period of time, Customer may discontinue the use of the affected Service by providing written notice to INFIMA. Discontinuation shall not relieve Customer of any fees owed to INFIMA under the Agreement.

3.4 If Customer does not object to the engagement of a third party in accordance with Section 3.2, that third party will be deemed an Authorized Sub-Processor for the purposes of this DPA.

3.5 INFIMA will enter into a written agreement with the Authorized Sub-Processor imposing on the Authorized Sub-Processor data protection obligations comparable to those imposed on INFIMA under this DPA with respect to the protection of Personal Data. In case an Authorized Sub-Processor fails to fulfill its data protection obligations under such written agreement with INFIMA, INFIMA will remain liable to Customer for the performance of the Authorized Sub-Processor's obligations under such agreement.

4. Security of Personal Data

Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, INFIMA shall maintain appropriate technical and organizational measures to ensure a level of security appropriate to the risk of processing Personal Data. Exhibit C sets forth additional information about INFIMA's technical and organizational security measures.

5. Transfers of Personal Data

5.1 The parties agree that INFIMA may transfer Personal Data processed under this DPA outside the EEA, the UK, or Switzerland as necessary to provide the Services. Customer acknowledges that INFIMA's primary processing operations take place in the United States, and that the transfer of Customer's Personal Data to the United States is necessary for the provision of the Services to Customer. If INFIMA transfers Personal Data protected under this DPA to a jurisdiction for which the European Commission has not issued an adequacy decision, INFIMA will ensure that appropriate safeguards have been implemented for the transfer of Personal Data in accordance with Data Protection Laws.

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

• 5.2.1 Module One (Controller to Controller) of the EU SCCs apply when INFIMA is processing Personal Data as a controller pursuant to Section 8 of this DPA.
• 5.2.2 Module Two (Controller to Processor) of the EU SCCs apply when Customer is a controller and INFIMA is processing Personal Data for Customer as a processor pursuant to Section 2 of this DPA.
• 5.2.3 Module Three (Processor to Sub-Processor) of the EU SCCs apply when Customer is a processor and INFIMA is processing Personal Data on behalf of Customer as a sub-processor.
• 5.2.4 Module Four (Processor to Controller) of the EU SCCs apply when Customer is a processor of Customer Usage Data and INFIMA processes Customer Usage Data as a controller.

6. Rights of Data Subjects

6.1 INFIMA shall, to the extent permitted by law, notify Customer upon receipt of a request by a Data Subject to exercise the Data Subject's right of: access, rectification, erasure, data portability, restriction or cessation of processing, withdrawal of consent to processing, and/or objection to being subject to processing that constitutes automated decision-making (such requests individually and collectively "Data Subject Request(s)"). If INFIMA receives a Data Subject Request in relation to Customer's data, INFIMA will advise the Data Subject to submit their request to Customer and Customer will be responsible for responding to such request, including, where necessary, by using the functionality of the Services. Customer is solely responsible for ensuring that Data Subject Requests for erasure, restriction or cessation of processing, or withdrawal of consent to processing of any Personal Data are communicated to INFIMA, and, if applicable, for ensuring that a record of consent to processing is maintained with respect to each Data Subject.

6.2 INFIMA shall, at the request of the Customer, and taking into account the nature of the processing applicable to any Data Subject Request, apply appropriate technical and organizational measures to assist Customer in complying with Customer's obligation to respond to such Data Subject Request and/or in demonstrating such compliance, where possible, provided that (i) Customer is itself unable to respond without INFIMA's assistance and (ii) INFIMA is able to do so in accordance with all applicable laws, rules, and regulations. Customer shall be responsible to the extent legally permitted for any costs and expenses arising from any such assistance by INFIMA.

7. Actions and Access Requests; Audits

7.1 INFIMA shall, taking into account the nature of the processing and the information available to INFIMA, provide Customer with reasonable cooperation and assistance where necessary for Customer to comply with its obligations under the GDPR to conduct a data protection impact assessment and/or to demonstrate such compliance, provided that Customer does not otherwise have access to the relevant information. Customer shall be responsible to the extent legally permitted for any costs and expenses arising from any such assistance by INFIMA.

7.2 INFIMA shall, taking into account the nature of the processing and the information available to INFIMA, provide Customer with reasonable cooperation and assistance with respect to Customer's cooperation and/or prior consultation with any Supervisory Authority, where necessary and where required by the GDPR. Customer shall be responsible to the extent legally permitted for any costs and expenses arising from any such assistance by INFIMA.

7.3 INFIMA shall maintain records sufficient to demonstrate its compliance with its obligations under this DPA, and retain such records for a period of three (3) years after the termination of the Agreement. Customer shall, with reasonable notice to INFIMA, have the right to review, audit and copy such records at INFIMA's offices during regular business hours.

7.4 Upon Customer's written request at reasonable intervals, and subject to reasonable confidentiality controls, INFIMA shall, either (i) make available for Customer's review copies of certifications or reports demonstrating INFIMA's compliance with prevailing data security standards applicable to the processing of Customer's Personal Data, or (ii) if the provision of reports or certifications pursuant to (i) is not reasonably sufficient under Data Protection Laws, allow Customer's independent third party representative to conduct an audit or inspection of INFIMA's data security infrastructure and procedures that is sufficient to demonstrate INFIMA's compliance with its obligations under Data Protection Laws, provided that (a) Customer provides reasonable prior written notice of any such request for an audit and such inspection shall not be unreasonably disruptive to INFIMA's business; (b) such audit shall only be performed during business hours and occur no more than once per calendar year; and (c) such audit shall be restricted to data relevant to Customer. Customer shall be responsible for the costs of any such audits or inspections, including without limitation a reimbursement to INFIMA for any time expended for on-site audits.

7.5 INFIMA shall immediately notify Customer if an instruction, in INFIMA's opinion, infringes the Data Protection Laws or Supervisory Authority.

7.6 In the event of a Personal Data Breach, INFIMA shall, without undue delay, inform Customer of the Personal Data Breach and take such steps as INFIMA in its sole discretion deems necessary and reasonable to remediate such violation (to the extent that remediation is within INFIMA's reasonable control).

7.7 In the event of a Personal Data Breach, INFIMA shall, taking into account the nature of the processing and the information available to INFIMA, provide Customer with reasonable cooperation and assistance necessary for Customer to comply with its obligations under the GDPR with respect to notifying (i) the relevant Supervisory Authority and (ii) Data Subjects affected by such Personal Data Breach without undue delay.

7.8 The obligations described in Sections 7.5 and 7.6 shall not apply in the event that a Personal Data Breach results from the actions or omissions of Customer. INFIMA's obligation to report or respond to a Personal Data Breach under Sections 7.5 and 7.6 will not be construed as an acknowledgement by INFIMA of any fault or liability with respect to the Personal Data Breach.

8. INFIMA's Role as a Controller

The parties acknowledge and agree that with respect to Customer Account Data and Customer Usage Data, INFIMA is an independent controller, not a joint controller with Customer. INFIMA will process Customer Account Data and Customer Usage Data as a controller (i) to manage the relationship with Customer; (ii) to carry out INFIMA's core business operations, such as accounting, audits, tax preparation and filing and compliance purposes; (iii) to monitor, investigate, prevent and detect fraud, security incidents and other misuse of the Services, and to prevent harm to Customer; (iv) for identity verification purposes; (v) to comply with legal or regulatory obligations applicable to the processing and retention of Personal Data to which INFIMA is subject; and (vi) as otherwise permitted under Data Protection Laws and in accordance with this DPA and the Agreement. INFIMA may also process Customer Usage Data as a controller to provide, optimize, and maintain the Services, to the extent permitted by Data Protection Laws.

9. Conflict

In the event of any conflict or inconsistency among the following documents, the order of precedence will be: (1) the applicable terms in the Standard Contractual Clauses; (2) the terms of this DPA; (3) the Agreement; and (4) any other written agreement executed by the parties. Any claims brought in connection with this DPA will be subject to the terms and conditions, including, but not limited to, the exclusions and limitations set forth in the Agreement.

Exhibit A: Details of Processing

Nature and Purpose of Processing

INFIMA 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. This includes processing Personal Data to deliver security awareness training content, conduct phishing simulations, track training completion, generate security awareness reports, and provide related cybersecurity education services.

Duration of Processing

INFIMA will process Customer's Personal Data as long as required (i) to provide the Services to Customer under the Agreement; (ii) for INFIMA's legitimate business needs; or (iii) by applicable law or regulation. Customer Account Data and Customer Usage Data will be processed and stored as set forth in the Agreement and this DPA.

Categories of Data Subjects

Customer end-users (employees receiving security awareness training), Customer administrators, and Customer employees.

Categories of Personal Data

INFIMA processes Personal Data contained in Customer Account Data, Customer Usage Data, and any Personal Data provided by Customer or collected by INFIMA in order to provide the Services. Categories of Personal Data include: name, email address, employee identifier, department, job title, training completion status, phishing simulation interaction data (clicks, reports, completions), quiz scores, and login credentials for the INFIMA platform.

Sensitive Data or Special Categories of Data

None, unless otherwise specified in the Agreement.

Exhibit B: Authorized Sub-Processors

The Parties

List of Authorized Sub-Processors

Exhibit C: Technical and Organizational Security Measures