Last Updated: October 16, 2020

This data processing addendum (“DPA”) amends and forms part of the written agreement between Customer and Logixboard titled Master Services Agreement. This DPA prevails over any conflicting term of the Agreement, but does not otherwise modify the Agreement.

1. DEFINITIONS

1.1 In this DPA:

a) “Controller”, “Data Subject”, “Personal Data”, “Personal Data Breach”, “Processing”, “Processor”, and “Supervisory Authority” have the meaning given to them in the GDPR;

b) “Customer Personal Data” means any Customer Data that constitutes Personal Data, the Processing of which is subject to Data Protection Laws, for which Customer or Customer’s customers are the Controller, and which is Processed by Logixboard to provide the Services;

c) “Data Protection Laws” means General Data Protection Regulation (EU) 2016/679 (“GDPR”) and e-Privacy Directive 2002/58/EC (as amended by Directive 2009/136/EC), and their national implementations in the European Economic Area (“EEA”), Switzerland and the United Kingdom, each as applicable, and as may be amended or replaced from time to time;

d) “Data Subject Rights” means Data Subjects’ rights to information, access, rectification, erasure, restriction, portability, objection, and not to be subject to automated individual decision-making in accordance with Data Protection Laws;

e) “International Data Transfer” means any transfer of Customer Personal Data from the EEA, Switzerland or the United Kingdom to an international organization or to a country outside of the EEA, Switzerland and the United Kingdom;

f) “Services” means the services provided by Logixboard to Customer under the Agreement;

g) “Subprocessor” means a Processor engaged by Logixboard to Process Customer Personal Data; and

h) “Standard Contractual Clauses” means the clauses annexed to EU Commission Decision 2010/87/EU of 5 February 2010 on standard contractual clauses for the transfer of personal data to processors established in third countries under Directive 95/46/EC of the European Parliament and of the Council (OJ L 39, 12.2.2010, p. 5-18) as amended by Commission Implementing Decision (EU) 2016/2297 of 16 December 2016 (OJ L 344, 17.12.2016, p. 100).

1.2 Capitalized terms used but not defined herein have the meaning given to them in the Agreement.

2. SCOPE AND APPLICABILITY

2.1 This DPA applies to Processing of Customer Personal Data by Logixboard to provide the Services.

2.2 The subject matter, nature and purpose of the Processing, the types of Customer Personal Data and categories of Data Subjects are set out in Appendix 1.

2.3 Customer is a Controller and appoints Logixboard as a Processor on behalf of Customer. Customer is responsible for compliance with the requirements of Data Protection Laws applicable to Controllers, including if applicable, the requirement to provide Data Subjects with sufficient notice and obtain consents in accordance with the Data Protection Laws.

2.4 Customer acknowledges that Logixboard may Process Personal Data relating to the operation, support, or use of the Services for its own business purposes, such as billing, account management, data analysis, benchmarking, technical support, product development, and compliance with law. Logixboard is the Controller for such Processing and will Process such data in accordance with Data Protection Laws.

3. INSTRUCTIONS

3.1 Logixboard will Process Customer Personal Data to provide the Services and in accordance with Customer’s documented instructions.

3.2 The Controller’s instructions are documented in this DPA, the Agreement, and any applicable statement of work.

3.3 Customer may reasonably issue additional instructions as necessary to comply with Data Protection Laws. Logixboard may charge a reasonable fee to comply with any additional instructions.

3.4 Unless prohibited by applicable law, Logixboard will inform Customer if Logixboard is subject to a legal obligation that requires Logixboard to Process Customer Personal Data in contravention of Customer’s

4. PERSONNEL

4.1 Logixboard will ensure that all personnel authorized to Process Customer Personal Data are subject to an obligation of confidentiality.

5. SECURITY AND PERSONAL DATA BREACHES

5.1 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, Logixboard will implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk, including the measures listed in Appendix 2.

5.2 Customer acknowledges that the security measures in Appendix 2 are appropriate in relation to the risks associated with Customer’s intended Processing, and will notify Logixboard prior to any intended Processing for which Logixboard’s security measures may not be appropriate.

5.3 Logixboard will notify Customer without undue delay after becoming aware of a Personal Data Breach involving Customer Personal Data. If Logixboard’s notification is delayed, it will be accompanied by reasons for the delay.

6. SUBPROCESSING

6.1 Customer hereby authorizes Logixboard to engage Subprocessors. A list of Logixboard’s current Subprocessors is included in Appendix 0.

6.2 Logixboard will enter into a written agreement with Subprocessors which imposes the same obligations as required by Data Protection Laws.

6.3 Logixboard will notify Customer prior to any intended change to Subprocessors. Customer may object to the addition of a Subprocessor based on reasonable grounds relating to a potential or actual violation of Data Protection Laws by providing written notice detailing the grounds of such objection within thirty (30) days following Logixboard’s notification of the intended change. Customer and Logixboard will work together in good faith to address Customer’s objection. If Logixboard chooses to retain the Subprocessor, Logixboard will inform Customer at least thirty (30) days before authorizing the Subprocessor to Process Customer Personal Data, and Customer may immediately discontinue using the relevant parts of the Services, and may terminate the relevant parts of the Services within thirty (30) days.

7. ASSISTANCE

7.1 Taking into account the nature of the Processing, and the information available to Logixboard, Logixboard will assist Customer, including, as appropriate, by implementing technical and organizational measures, with the fulfilment of Customer’s own obligations under Data Protection Laws to: comply with requests to exercise Data Subject Rights; conduct data protection impact assessments, and prior consultations with Supervisory Authorities; and notify a Personal Data Breach.

7.2 Logixboard will maintain records of Processing of Customer Personal Data in accordance with Data Protection Laws.

7.3 Logixboard may charge a reasonable fee for assistance under this Section 7. If Logixboard is at fault, Logixboard and Customer shall each bear their own costs related to assistance.

8. AUDIT

8.1 Upon reasonable request, Logixboard must make available to Customer all information necessary to demonstrate compliance with the obligations of this DPA and allow for and contribute to audits, including inspections, as mandated by a Supervisory Authority or reasonably requested no more than once a year by Customer and performed by an independent auditor as agreed upon by Customer and Logixboard. The foregoing shall only extend to those documents and facilities relevant and material to the Processing of Customer Personal Data, and shall be conducted during normal business hours and in a manner that causes minimal disruption.

8.2 Logixboard will inform Customer if Logixboard believes that Customer’s instruction under Section 8.1 infringes Data Protection Laws. Logixboard may suspend the audit or inspection, or withhold requested information until Logixboard has modified or confirmed the lawfulness of the instructions in writing.

8.3 Logixboard and Customer each bear their own costs related to an audit.

9. INTERNATIONAL DATA TRANSFERS

9.1 Customer hereby authorizes Logixboard to perform International Data Transfers to any country deemed adequate by the EU Commission; on the basis of appropriate safeguards in accordance with Data Protection Laws; or pursuant to the Standard Contractual Clauses referred to in Section 9.2.

9.2 By signing this DPA, Customer and Logixboard conclude the Standard Contractual Clauses, which are hereby incorporated into this DPA and completed as follows: the “data exporter” is Customer; the “data importer” is Logixboard; the governing law in Clause 9 and Clause 11.3 of the Standard Contractual Clauses is the law of the country in which Customer is established; Appendix 1 and Appendix 2 to the Standard Contractual Clauses, are Appendix 1 and 2 to this DPA respectively; and the optional indemnification clause is struck.

9.3 Logixboard may, by written notice to Customer, make any variations to the Standard Contractual Clauses which are required, as a result of any change in, or decision of a competent authority under, Data Protection Laws, to allow transfers of Personal Data to be made (or to continue to be made) without breach of Data Protection Laws, or to this DPA which Logixboard reasonably considers to be necessary to address the requirement of any Data Protection Laws.

9.4 If Logixboard’s compliance with Data Protection Laws applicable to International Data Transfers is affected by circumstances outside of Logixboard’s control, including if a legal instrument for International Data Transfers is invalidated, amended, or replaced, then Customer and Logixboard will work together in good faith to reasonably resolve such non-compliance.

10. NOTIFICATIONS

10.1 Customer will send all notifications, requests and instructions under this DPA to Logixboard’s Data Protection Officer via email to privacy@logixboard.com.

11. LIABILITY

11.1 Subject to any limitation of liability set out in the Agreement, to the extent permitted by applicable law, where Logixboard has paid damages or fines, Logixboard is entitled to claim back from Customer that part of the compensation, damages or fines, corresponding to Customer’s part of responsibility for the damages or fines.

12. TERMINATION AND RETURN OR DELETION

12.1 This DPA is terminated upon the termination of the Agreement.

12.2 Customer may request return of Customer Personal Data up to ninety (90) days after termination of the Agreement. Unless required or permitted by applicable law, Logixboard will delete all remaining copies of Customer Personal Data within one hundred eighty (180) days after returning Customer Personal Data to Customer.

13. MODIFICATION OF THIS DPA

13.1 This DPA may only be modified by a written amendment signed by both Logixboard and Customer.

14. INVALIDITY AND SEVERABILITY

14.1 If any provision of this DPA is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, then the invalidity or unenforceability of such provision does not affect any other provision of this DPA and all provisions not affected by such invalidity or unenforceability will remain in full force and effect.

Appendix 0 - Subprocessors

This list was last updated on 10/14/2020.

(Table here)

Appendix 1 - Description of the Processing

DATA SUBJECTS

The Customer Personal Data Processed concern the following categories of Data Subjects (please specify):#Category1[Employees of Customer, including current and former employees, as well as, temporary staff, interns, and contractors and consultants who perform services for Customer.]

CATEGORIES OF CUSTOMER PERSONAL DATA

The Customer Personal Data Processed concern the following categories of data (please specify):

(table here)

SENSITIVE DATA

The Customer Personal Data Processed concern the following special categories of data (please specify):

(table here)

PROCESSING OPERATIONS

The Customer Personal Data will be subject to the following basic Processing activities (please specify):

Appendix 2 - Security Measures

Logixboard has a strong focus and emphasis on security and privacy. We review each feature during the initial development phase and constantly monitor and evolve our software to provide the highest level of security and compliance.

1. Physical access control

Logixboard is hosted on the AWS infrastructure which provides strong security mechanisms for physical access control. See https://aws.amazon.com/compliance/data-center/controls/

2. Virtual access control.

The Logixboard platform is hosted in a Virtual Private Cloud (VPC) at AWS which effectively prevents direct access to our resources in the cloud.All access requires use of Multi-Factor Authentication. Access to our infrastructure is restricted to engineers who absolutely need access to develop and maintain the system to support customers.All transfers to and from our cloud infrastructure are encrypted.All data is encrypted at rest.

3. Data access control

Logixboard implements organizational and technical access to systems and data. Multi-factor authentication is required to access any customer personal data, and such data is only accessed in the context of customer support.

All customer personal data is encrypted at rest and in transit.

4. Change Control

All changes to our infrastructure is controlled through versioning systems that log changes and provide an audit trail of all changes.