This Ethyca Data Processing Agreement and its Annexes ( “DPA” ) reflects the parties’ agreement with respect to the Processing of Personal Data by Ethyca on behalf of Customer in connection with the Services under the Ethyca Order Form and Master Subscription Agreement (including any Professional Services Statement of Work) between Ethyca and Customer (the “Agreement” ).

This DPA is supplemental to, and forms an integral part of, the Agreement and is effective upon its incorporation into the Agreement, which incorporation may be specified in the Agreement, an Order Form or an executed amendment to the Agreement. The terms and conditions of the Data Processing Agreement apply where the European Data Protection Laws or the CCPA applies to Customer or to Ethyca or to any of their respective Affiliates. In case of any conflict or inconsistency between any term of this DPA that relates to matters of data protection and the terms of the Agreement, this DPA shall take precedence over the terms of the Agreement to the extent of such conflict or inconsistency.

We periodically update the terms of this DPA. If you have an active Ethyca subscription, we will let you know when we do via email (if you have subscribed to receive email notifications via the link in our Agreement) or via in-app notification. You can find archived versions of the terms here.

The term of this DPA shall follow the Term of the Agreement. Words or phrases not otherwise defined herein shall have the meaning as set forth in the Master Subscription Agreement.

SCHEDULE 1
TERMS AND CONDITIONS
1. DEFINITIONS Capitalized terms used and not otherwise defined in this Agreement shall have the meanings set forth below.

• “California Personal Information” means Personal Data in relation to which Customer is a Business under the CCPA.
• “CCPA” means California Civil Code Sec. 1798.100 et seq. (also known as the California Consumer Privacy Act of 2018).
• CPRA means California Civil Code Sec. 1798.120 et seq. (also known as the California Privacy Rights Act of 2020).
• "VCDPA" means Virginia Civil Code Sec. 59.1-575. (also known as the Virginia Privacy Rights Act of 2021).
• "CPA" means Colorado Colorado Privacy Act of 2021.
• "Business", "Sell" and "Service Provider" shall have the meanings given to them in the CCPA.
• "Controller" means the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the Processing of Personal Data.
• "Data Protection Laws" means all applicable worldwide legislation relating to data protection and privacy which applies to the respective party in the role of Processing Personal Data in question under the Agreement, including without limitation European Data Protection Laws, and the CCPA; in each case as amended, repealed, consolidated or replaced from time to time.
• "Data Subject" means the individual to whom Personal Data relates.
• “Europe” means the European Union, the European Economic Area and/or their member states, Switzerland and the United Kingdom (as the ICO UK continues to enforce under guidance from Europe) .
• “European Data” means Personal Data, the Processing of which, is subject to European Data Protection Laws.
• “European Data Protection Laws” means data protection laws applicable in Europe, including: (i) Regulation 2016/679 of the European Parliament and of the Council 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) (“GDPR”); (ii) Directive 2002/58/EC concerning the processing of personal data and the protection of privacy in the electronic communications sector; and (iii) applicable national implementations of (i) and (ii); or (iii) in respect of the United Kingdom, any applicable national legislation that replaces or converts in domestic law the GDPR or any other law relating to data and privacy as a consequence of the United Kingdom leaving the European Union; and (iv) Swiss Federal Data Protection Act on 19 June 1992 and its Ordinance; in each case, as may be amended, superseded or replaced.
• “Instructions” means the written, documented instructions issued by a Controller to a Processor, and directing the same to perform a specific or general action with regard to Personal Data (including, but not limited to, depersonalizing, blocking, deletion, making available).
• “Permitted Affiliates” means any of Customer’s Affiliates that (i) are permitted to use the Services pursuant to the Agreement, but have not signed their own separate agreement with Ethyca and are not a “Customer” as defined under the Agreement, (ii) qualify as a Controller of Personal Data Processed by Ethyca, and (iii) are subject to European Data Protection Laws.
• “Personal Data” means any information relating to an identified or identifiable individual where such information is contained within Customer Data and is protected similarly as personal data, personal information or personally identifiable information under applicable Data Protection Laws.
• “Personal Data Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data transmitted, stored or otherwise Processed by Ethyca and/or its Sub-Processors in connection with the provision of the Services. “Personal Data Breach” shall not include unsuccessful attempts or activities that do not compromise the security of Personal Data, including unsuccessful log-in attempts, pings, port scans, denial of service attacks, and other network attacks on firewalls or networked systems.
• “Processing” means any operation or set of operations which is performed on Personal Data, encompassing the collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction or erasure of Personal Data. The terms “Process”, “Processes” and “Processed” will be construed accordingly.
• “Processor” means a natural or legal person, public authority, agency or other body which Processes Personal Data on behalf of the Controller.
• “Standard Contractual Clauses” means the standard contractual clauses means the Standard Contractual Clauses for the transfer of Personal Data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and the Council approved by European Commission Implementing Decision (EU) 2021/914 of 4 June 2021, as currently set out at https://eur-lex.europa.eu/eli/dec_impl/2021/914/oj.
• “Sub-Processor” means any Processor engaged by Ethyca or its Affiliates to assist in fulfilling Ethyca’s obligations with respect to the provision of the Services under the Agreement. Sub-Processors may include third parties or Ethyca Affiliates but shall exclude any Ethyca employee or consultant.
• “Sub-Processors List” means Ethyca’s list of current Sub-Processors available in Annex 1 – H.

1. Compliance with Laws. Within the scope of the Agreement and in its use of the Services, Customer shall be responsible for complying with all requirements that apply to it under applicable Data Protection Laws with respect to its Processing of Personal Data and the Instructions it issues to Ethyca.
   In particular but without prejudice to the generality of the foregoing, Customer acknowledges and agrees that it shall be solely responsible for: (i) the accuracy, quality, and legality of Customer Data and the means by which Customer acquired Personal Data; (ii) complying with all necessary transparency and lawfulness requirements under applicable Data Protection Laws for the collection and use of the Personal Data, including obtaining any necessary consents and authorizations (particularly for use by Customer for marketing purposes); (iii) ensuring it has the right to transfer, or provide access to, the Personal Data to Ethyca for Processing in accordance with the terms of the Agreement (including this DPA); (iv) ensuring that its Instructions to Ethyca regarding the Processing of Personal Data comply with applicable laws, including Data Protection Laws; and (v) complying with all laws (including Data Protection Laws) applicable to any emails or other content created, sent or managed through the Services, including those relating to obtaining consents (where required) to send emails, the content of the emails and its email deployment practices. Customer shall inform Ethyca without undue delay if it is not able to comply with its responsibilities under this sub-section (a) or applicable Data Protection Laws.
2. Controller Instructions. The parties agree that the Agreement (including this DPA), together with Customer’s use of the Services in accordance with the Agreement, constitute Customer’s complete and final Instructions to Ethyca in relation to the Processing of Personal Data, and additional instructions outside the scope of the Instructions shall require prior written agreement between Customer and Ethyca.

1. Compliance with Instructions. Ethyca shall only Process Personal Data for the purposes described in this DPA or as otherwise agreed within the scope of Customer’s lawful Instructions, except where and to the extent otherwise required by applicable law.
2. Conflict of Laws. If Ethyca becomes aware that it cannot Process Personal Data in accordance with Customer’s Instructions due to a legal requirement under any applicable law, Ethyca will (i) promptly notify Customer of that legal requirement to the extent permitted by the applicable law; and (ii) where necessary, cease all Processing (other than merely storing and maintaining the security of the affected Personal Data) until such time as Customer issues new Instructions with which Ethyca is able to comply. If this provision is invoked, Ethyca will not be liable to Customer under the Agreement for any failure to perform the applicable Services until such time as Customer issues new lawful Instructions with regard to the Processing.
3. Security. Ethyca shall implement and maintain appropriate technical and organizational measures to protect Personal Data from Personal Data Breaches, as described under Annex 2 to this DPA (“Security Measures”). Notwithstanding any provision to the contrary, Ethyca may modify or update the Security Measures at its discretion provided that such modification or update does not result in a material degradation in the protection offered by the Security Measures.
4. Confidentiality. Ethyca shall ensure that any personnel whom Ethyca authorizes to Process Personal Data on its behalf is subject to appropriate confidentiality obligations (whether a contractual or statutory duty) with respect to that Personal Data.
5. Personal Data Breaches. Ethyca will notify Customer without undue delay after it becomes aware of any Personal Data Breach and shall provide timely information relating to the Personal Data Breach as it becomes known or reasonably requested by Customer. At Customer’s request, Ethyca will promptly provide Customer with such reasonable assistance as necessary to enable Customer to notify relevant Personal Data Breaches to competent authorities and/or affected Data Subjects, if Customer is required to do so under Data Protection Laws.
6. Deletion or Return of Personal Data. Ethyca will delete or return all Personal Data (including copies thereof) Processed pursuant to this DPA within 90 days of the termination or expiry of the Agreement, save that this requirement shall not apply to the extent Ethyca is required or permitted by applicable law to retain some or all of the Personal Data, or to Personal Data it has archived on back-up systems, which data Ethyca shall securely isolate and protect from any further Processing and delete in accordance with its deletion practices.

1. Scope of Section 7. This Section 7 (Additional Provisions for European Data) shall apply only with respect to European Data.
2. Roles of the Parties. When Processing European Data in accordance with Customer’s Instructions, the parties acknowledge and agree that Customer is the Controller of European Data and Ethyca is the Processor.
3. Instructions. If Ethyca believes that an Instruction of Customer infringes European Data Protection Laws (where applicable), it will inform Customer without delay.
4. Notification and Objection to New Sub-Processors. Ethyca will notify Customer of any changes to Sub-processors by updating the Sub-Processors List and will give Customer the opportunity to object to the engagement of the new Sub-Processor on reasonable grounds relating to the protection of Personal Data within 30 days after updating the Sub-Processors List. If Customer does notify Ethyca of such an objection, the parties will discuss Customer's concerns in good faith with a view to achieving a commercially reasonable resolution. If no such resolution can be reached, Ethyca will, at its sole discretion, either not appoint the new Sub-Processor, or permit Customer to suspend or terminate the affected Services in accordance with the termination provisions of the Agreement without liability to either party (but without prejudice to any fees incurred by Customer prior to suspension or termination).
5. Data Protection Impact Assessments and Consultation with Supervisory Authorities. To the extent that the required information is reasonably available to Ethyca, and Customer does not otherwise have access to the required information, Ethyca will provide reasonable assistance to Customer with any data protection impact assessments, and prior consultations with supervisory authorities or other competent data privacy authorities to the extent required by European Data Protection Laws.
6. Transfer Mechanisms for Data Transfers.
1. Ethyca shall not transfer European Data to any country or recipient not recognized as providing an adequate level of protection for Personal Data (within the meaning of European Data Protection Law), unless it first takes all such measures as are necessary to ensure the transfer is in compliance with applicable European Data Protection Laws. Such measures may include (without limitation) transferring such data to a recipient that has achieved binding corporate rules authorization in accordance with European Data Protection Law, or to a recipient that has executed appropriate standard contractual clauses adopted or approved by the European Commission.
2. If, in the performance of the Services, Personal Data that is subject to the GDPR or any other law relating to the protection or privacy of individuals that applies in Europe is transferred out of Europe to countries which do not ensure an adequate level of data protection within the meaning of the Data Protection Laws and Regulations of Europe, the transfer mechanisms listed below shall apply to such transfers and can be directly enforced by the Parties to the extent such transfers are subject to the Data Protection Laws and Regulations of Europe:

   (a) Standard Contractual Clauses: Where Customer is a Controller and a data exporter of Personal Data and Ethyca is a Processor and data importer in respect of that Personal Data, then the Parties shall comply with the EU C-to-P Transfer Clauses. If and to the extent the EU C-to-P Transfer Clauses (where applicable) conflict with any provision of this DPA, the EU C-to-P Transfer Clauses shall prevail to the extent of such conflict. "EU C-to-P Transfer Clauses" means Standard Contractual Clauses sections I, II, III and IV (as applicable) to the extent they reference Module Two (Controller-to-Processor). The contents of Section A of Annex I shall form Annex I.A to the Standard Contractual Clauses The contents of Sections B to I of Annex I shall form Annex I.B to the Standard Contractual Clauses The contents of Section J of Annex I shall form Annex I.C to the Standard Contractual Clauses The contents of Annex II to this DPA shall form Annex II to the Standard Contractual Clauses.

3. Demonstration of Compliance. Ethyca shall make available to Customer all information reasonably necessary to demonstrate compliance with this DPA and allow for and contribute to audits, including inspections by Customer in order to assess compliance with this DPA. Customer acknowledges that the Subscription Service is hosted by Ethyca's data center partners who maintain independently validated security programs (including SOC 2 and ISO 27001) and Ethyca's systems are regularly tested by independent third party penetration testing firms. Upon request, Ethyca shall supply (on a confidential basis) a summary copy of its penetration testing report(s) to Customer so that Customer can further verify Ethyca's compliance with this DPA. Furthermore, at Customer's written request, Ethyca will provide written responses (on a confidential basis) to all reasonable requests for information made by Customer necessary to confirm Ethyca's compliance with this DPA. Customer shall not exercise this audit right more than once per calendar year.

1. This Section 8 (Additional Provisions for California Personal Information) shall apply only to the extent that Customer is a Business under the CCPA and CPRA.
2. Roles of the Parties. When processing California Personal Information in accordance with Customer's Instructions, the parties acknowledge and agree that Ethyca is a Service Provider for the purposes of the CCPA and CPRA.
3. Business Purpose. When processing California Personal Information in accordance with Customer's Instructions, Ethyca provides the services as defined in the Terms of Agreement for the purpose of providing Data Privacy Compliance services.
4. Responsibilities. The parties agree that Ethyca will process California Personal Information as a Service Provider strictly for the purpose of performing the Services under the Agreement (the "Business Purpose"). Ethyca shall not (a) Sell California Personal Information; or (b) retain, use, or disclose California Personal Information for any purpose other than for the Business Purpose or as otherwise permitted by the CCPA.

1. Scope of Section 9. This Section 9 (Additional Provisions for Virginia and Colorado Data) shall apply only with respect to Virginia and Colorado Data.
2. Roles of the Parties. When Processing Virginia or Colorado Data in accordance with Customer's Instructions, the parties acknowledge and agree that Customer is the Controller of Virginia or Colorado Data and Ethyca is the Processor.
3. Instructions If Ethyca believes that an Instruction of Customer infringes Virginia or Colorado Data Privacy Laws (where applicable), it will inform Customer without delay.
4. Data Protection Impact Assessments.To the extent that the required information is reasonably available to Ethyca, and Customer does not otherwise have access to the required information, Ethyca will provide reasonable assistance to Customer with any data protection impact assessments to the extent required by Virginia and Colorado Data Privacy Laws.
5. Demonstration of Compliance.Ethyca shall make available to Customer all information reasonably necessary to demonstrate compliance with this DPA and allow for and contribute to audits, including inspections by Customer in order to assess compliance with this DPA. Customer acknowledges that the Subscription Service is hosted by Ethyca's data center partners who maintain independently validated security programs (including SOC 2 and ISO 29001) and Ethyca's systems are regularly tested by independent third party penetration testing firms. Upon request, Ethyca shall supply (on a confidential basis) a summary copy of its penetration testing report(s) to Customer so that Customer can further verify Ethyca's compliance with this DPA. Furthermore, at Customer's written request, Ethyca will provide written responses (on a confidential basis) to all reasonable requests for information made by Customer necessary to confirm Ethyca's compliance with this DPA. Customer shall not exercise this audit right more than once per calendar year.
6. Notification and Objection to New Sub-Processors for Colorado Data. Where the processing of Colorado Data occurs, Ethyca will notify Customer of any changes to Sub-processors by updating the Sub-Processors List and will give Customer the opportunity to object to the engagement of the new Sub-Processor on reasonable grounds relating to the protection of Personal Data within 30 days after updating the Sub-Processors List. If Customer does notify Ethyca of such an objection, the parties will discuss Customer's concerns in good faith with a view to achieving a commercially reasonable resolution. If no such resolution can be reached, Ethyca will, at its sole discretion, either not appoint the new Sub-Processor, or permit Customer to suspend or terminate the affected Services in accordance with the termination provisions of the Agreement without liability to either party (but without prejudice to any fees incurred by Customer prior to suspension or termination).

1. Amendments. Notwithstanding anything else to the contrary in the Agreement, and except in relation to sections 2, 3, 4, 5, 6, 8 and 9 which, unless required by law, shall not be modified or amended except by mutual written agreement of the parties, Ethyca reserves the right to make any updates and amendments to this DPA.
2. Severability. If any individual provisions of this DPA are determined to be invalid or unenforceable, the validity and enforceability of the other provisions of this DPA shall not be affected.
3. Governing Law. This DPA shall be governed by and construed in accordance with the governing law and jurisdiction provisions in the Agreement, unless required otherwise by Data Protection Laws.

1. Permitted Affiliates. By signing the Agreement, Customer enters into this DPA on behalf of itself and, to the extent required under applicable Data Protection Laws, in the name and on behalf of its Permitted Affiliates, thereby establishing a separate DPA between Ethyca and each such Permitted Affiliate subject to the Agreement and Sections 9 and 10 of this DPA. Each Permitted Affiliate agrees to be bound by the obligations under this DPA and, to the extent applicable, the Agreement. For the purposes of this DPA only, and except where indicated otherwise, the term “Customer” shall include Customer and such Permitted Affiliates.
2. Authorization. The legal entity agreeing to this DPA as Customer represents that it is authorized to agree to and enter into this DPA for and on behalf of itself and, as applicable, each of its Permitted Affiliates.
3. Remedies. Except where applicable Data Protection Laws require a Permitted Affiliate to exercise a right or seek any remedy under this DPA against Ethyca directly by itself, the parties agree that (i) solely the Customer entity that is the contracting party to the Agreement shall be entitled to exercise any right or seek any remedy that any Permitted Affiliate may have under this DPA on behalf of its Affiliates, and (ii) the Customer entity that is the contracting party to the Agreement shall exercise any such rights under this DPA not separately for each Permitted Affiliate individually but in a combined manner for itself and all of its Permitted Affiliates together. The Customer entity that is the contracting entity is responsible for coordinating all communication with Ethyca under the DPA and shall be entitled to make and receive any communication related to this DPA on behalf of its Permitted Affiliates.
4. Other rights. The parties agree that Customer shall, when reviewing Ethyca’s compliance with this DPA pursuant to Section 7.6.1.3 (Demonstration of Compliance), take all reasonable measures to limit any impact on Ethyca and its Affiliates by combining several audit requests carried out on behalf of the Customer entity that is the contracting party to the Agreement and all of its Permitted Affiliates in one single audit.

This Annex forms part of the DPA.

A. List of Parties

Data exporter(s): Identity and contact details of the data exporter(s) and, where applicable, of its/their data protection officer and/or representative in the European Union

Name: Customer and its Authorized Affiliates.

Address:
Contact person’s name, position and contact details:

Activities relevant to the data transferred under these clauses: Performance of the Services pursuant to the Agreement and as further described in the Documentation.

Signature and date: _________________________

Role: For the purposes of the EU C-to-P Transfer Clauses Customer and/or its Authorized Affiliate is a Controller.

Data importer(s): Identity and contact details of the data importer(s), including any contact person with responsibility for data protection

Name: Ethyca, Inc.

Address: 64 W 21st Street, New York, NY 10010, USA

Activities relevant to the data transferred under these clauses: Performance of the Services pursuant to the Agreement and as further instructed by Customer in its use of the Services.

Signature and Date: ________________

Role: Processor

B. Nature and Purpose of Processing

Ethyca will Process Personal Data as necessary to provide the Services pursuant to the Agreement, as further specified in the Agreement, and as further instructed by Customer in its use of the Services.

C. Duration of Processing

Subject to the "Deletion or Return of Personal Data" section of this DPA, Ethyca will Process Personal Data for the duration of the Agreement, unless otherwise agreed in writing.

D. Categories of Data Subjects

Customer may submit Personal Data in the course of using the Services, the extent of which is determined and controlled by Customer in its sole discretion. Personal Data submitted will concern the following categories of data subjects:

[Customer to specify e.g., Customer’s Authorized Users including Customer’s employees, suppliers, customers, job applicants, consultants, visitors, prospects, contractors, trainees, next of kin]

Data Subjects may also include individuals attempting to communicate with or transfer Personal Data to Customer’s Authorized Users.

E. Categories of Personal Data
Customer may submit Personal Data to the Services, the extent of which is determined and controlled by Customer in its sole discretion, and which may include but is not limited to the following categories of Personal Data:

[Customer to Specify e.g., name, email address, telephone number, address, job titles, device ID, IP address, location data, education information, identification numbers, order information, transactional information]

F. Special categories of data (if appropriate)

The parties do not anticipate the transfer of special categories of data.

G.Frequency of Transfer

The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis):

Continuous basis depending on the use of the Services by Customer.

H. Subprocessor Transfers

For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing:

The Sub-processor will Process Personal Data as necessary to perform the Services pursuant to the Agreement. The Sub-processor will Process Personal Data for the duration of the Agreement, unless otherwise agreed in writing.

Identities of the Sub-processors used for the provision of the Services and their country of location are as follows:

I. Processing operations

Personal Data will be Processed in accordance with the Agreement (including this DPA) and may be subject to the following Processing activities:

a) Storage and other Processing necessary to provide, maintain and improve the Services provided to Customer; and/or

b) Disclosure in accordance with the Agreement (including this DPA) and/or as compelled by applicable laws.

J. Competent Supervisory Authority

Identify the competent supervisory authority/ies in accordance with clause 13:

Where the data exporter is established in an EU Member State: The supervisory authority with responsibility for ensuring compliance by the data exporter with Regulation (EU) 2016/679 as regards the data transfer shall act as competent supervisory authority.

Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) and has appointed a representative pursuant to Article 27(1) of Regulation (EU) 2016/679: The supervisory authority of the Member State in which the representative within the meaning of Article 27(1) of Regulation (EU) 2016/679 is established shall act as the competent supervisory authority.

Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) without however having to appoint a representative pursuant to Article 27(2) of Regulation (EU) 2016/679: Commission nationale de l'informatique et des libertés (CNIL) - 3 Place de Fontenoy, 75007 Paris, France shall act as the competent supervisory authority.
Where the data exporter is established in the United Kingdom or falls within the territorial scope of application of UK Data Protection Laws and Regulations, the Information Commissioner's Office shall act as the competent supervisory authority.

Where the data exporter is established in Switzerland or falls within the territorial scope of application of Swiss Data Protection Laws and Regulations, the Swiss Federal Data Protection and Information Commissioner shall act as competent supervisory authority insofar as the relevant data transfer is governed by Swiss Data Protection Laws and Regulations.

Identify the competent supervisory authority/ies in accordance with clause 13:
Where the data exporter is established in an EU Member State: The supervisory authority with responsibility for ensuring compliance by the data exporter with Regulation (EU) 2016/679 as regards the data transfer shall act as competent supervisory authority.

Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) and has appointed a representative pursuant to Article 27(1) of Regulation (EU) 2016/679: The supervisory authority of the Member State in which the representative within the meaning of Article 27(1) of Regulation (EU) 2016/679 is established shall act as the competent supervisory authority.

Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) without however having to appoint a representative pursuant to Article 27(2) of Regulation (EU) 2016/679: Commission nationale de l'informatique et des libertés (CNIL) - 3 Place de Fontenoy, 75007 Paris, France shall act as the competent supervisory authority.

Where the data exporter is established in the United Kingdom or falls within the territorial scope of application of UK Data Protection Laws and Regulations, the Information Commissioner's Office shall act as the competent supervisory authority.

Where the data exporter is established in Switzerland or falls within the territorial scope of application of Swiss Data Protection Laws and Regulations, the Swiss Federal Data Protection and Information Commissioner shall act as competent supervisory authority insofar as the relevant data transfer is governed by Swiss Data Protection Laws and Regulations.

This Annex forms part of the DPA.
Ethyca currently observes the Security Measures described in this Annex 2. All capitalized terms not otherwise defined herein shall have the meanings as set forth in the Agreement.

A. Access Control

i. Preventing Unauthorized Product Access

Outsourced processing: Ethyca hosts its Service with outsourced cloud infrastructure providers. Additionally, Ethyca maintains contractual relationships with vendors in order to provide the Service in accordance with our Data Processing Agreement. Ethyca relies on contractual agreements, privacy policies, and vendor compliance programs in order to protect data processed or stored by these vendors.

Physical and environmental security: Ethyca hosts its product infrastructure with multi-tenant, outsourced infrastructure providers. The physical and environmental security controls are audited for SOC 2 Type II and ISO 27001 compliance, among other certifications.

Authentication: Ethyca implemented a uniform password policy for its customer products. Customers who interact with the products via the user interface must authenticate before accessing non-public customer data.

Authorization: Customer Data is stored in multi-tenant storage systems accessible to Customers via only application user interfaces and application programming interfaces. Customers are not allowed direct access to the underlying application infrastructure. The authorization model in each of Ethyca’s products is designed to ensure that only the appropriately assigned individuals can access relevant features, views, and customization options. Authorization to data sets is performed through validating the user’s permissions against the attributes associated with each data set.

Application Programming Interface (API) access: Public product APIs may be accessed using an API key or through Oauth authorization.

ii. Preventing Unauthorized Product Use

Ethyca implements industry standard access controls and detection capabilities for the internal networks that support its products.

Access controls: Network access control mechanisms are designed to prevent network traffic using unauthorized protocols from reaching the product infrastructure. The technical measures implemented differ between infrastructure providers and include Virtual Private Cloud (VPC) implementations, security group assignment, and traditional firewall rules.

Intrusion detection: An intrusion detection system is used to provide continuous monitoring of the production environment and early detection of potential security breaches

Static code analysis: Security reviews of code stored in Ethyca’s source code repositories is performed, checking for coding best practices and identifiable software flaws.

Penetration testing: Ethyca maintains relationships with industry recognized penetration testing service providers to perform a penetration test at least annually. The intent of the penetration tests is to identify and resolve foreseeable attack vectors and potential abuse scenarios.

Responsible disclosure: A responsible disclosure program invites independent security researchers to ethically discover and disclose security flaws. Ethyca implemented a responsible disclosure program in an effort to widen the available opportunities to engage with the security community and improve the product defenses against sophisticated attacks.

iii. Limitations of Privilege & Authorization Requirements

Product access: A subset of Ethyca’s employees have access to the products and to customer data via controlled interfaces. The intent of providing access to a subset of employees is to provide effective customer support, to troubleshoot potential problems, to detect and respond to security incidents and implement data security. All requests are logged. Employees are granted access by role, based on the principle of least privilege.. Employee roles are reviewed at least quartlery.

Background checks: All Ethyca employees undergo a third-party background check prior to being extended an employment offer, in accordance with and as permitted by the applicable laws. All employees are required to conduct themselves in a manner consistent with company guidelines, non-disclosure requirements, and ethical standards.

B. Transmission Control

In-transit: Ethyca makes HTTPS encryption (also referred to as SSL or TLS) available on every one of its login interfaces and for free on every customer site hosted on the Ethyca products. Ethyca’s HTTPS implementation uses industry standard algorithms and certificates.

At-rest: Ethyca stores user passwords following policies that follow industry standard practices for security. Ethyca has implemented technologies to ensure that stored data is encrypted at rest.

C. Input Control

Detection: Ethyca designed its infrastructure to log extensive information about the system behavior, traffic received, system authentication, and other application requests. Internal systems aggregated log data and alert appropriate employees of malicious, unintended, or anomalous activities. Ethyca personnel, including security, operations, and support personnel, are responsive to known incidents.

Response and tracking: Ethyca maintains a record of known security incidents that includes description, dates and times of relevant activities, and incident disposition. Suspected and confirmed security incidents are investigated by security, operations, or support personnel; and appropriate resolution steps are identified and documented. For any confirmed incidents, Ethyca will take appropriate steps to minimize product and Customer damage or unauthorized disclosure. Notification to Customer will be in accordance with the terms of the DPA or Agreement.

D. Availability Control

Infrastructure availability: The infrastructure providers use commercially reasonable efforts to ensure a minimum of 99.9% uptime. The providers maintain a minimum of N+1 redundancy to power, network, and HVAC services.

Fault tolerance: Backup and replication strategies are designed to ensure redundancy and fail-over protections during a significant processing failure. Customer data is backed up to multiple durable data stores and replicated across multiple availability zones.

Online replicas and backups: Where feasible, production databases are designed to replicate data between no less than 1 primary and 1 secondary database. All databases are backed up and maintained using at least industry standard methods.

Ethyca’s products are designed to ensure redundancy and seamless failover. The server instances that support the products are also architected with a goal to prevent single points of failure. This design assists Ethyca operations in maintaining and updating the product applications and backend while limiting downtime.