Data Processing Addendum

THIS DATA PROCESSING ADDENDUM (“DPA”) is entered into as of the Addendum Effective Date by and between: (1) Cin7 Americas, Inc. a U.S. corporation with its principal business address 1675 Larimer St., Suite 820, Denver, CO 80202 US (“Cin7”); and (2) the entity or other person who is a counterparty to the Agreement (as defined below) into which this DPA is incorporated and forms a part (“Customer”), together the “Parties” and each a “Party”.

1. INTERPRETATION

1.1 In this DPA, the following terms shall have the meanings set out in this Section1, unless expressly stated otherwise:

1. 1. 1. “Addendum Effective Date” means the effective date of the Agreement.
      2. “Agreement” means the agreement or terms under which Cin7 has agreed to provide services to Customer entered into by and between the Parties.
      3. “Applicable Data Protection Laws” means the privacy, data protection and data security laws and regulations of any jurisdiction applicable to Cin7’s Processing of Customer Personal Data under the Agreement (including, as and where applicable, the GDPR and or the CCPA).
      4. “CCPA” means the California Consumer Privacy Act of 2018.
      5. “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.
      6. “Customer Personal Data” means any Personal Data Processed by Cin7 or its Sub-Processor on behalf of Customer to perform the Services under the Agreement.
      7. “Data Subject” means the identified or identifiable natural person to whom Customer Personal Data relates.
      8. “Data Subject Request” means the exercise by a Data Subject of its rights in accordance with Applicable Data Protection Laws in respect of Customer Personal Data and the Processing thereof.
      9. “GDPR” means, as and where applicable to Processing concerned: (i) the General Data Protection Regulation (Regulation (EU) 2016/679) (“EU GDPR”); and/or (ii) the EU GDPR as it forms part of UK law (as amended from time to time) (“UK GDPR”).
      10. “Personal Data” means “personal data,” “personal information,” “personally identifiable information” or similar term defined in Applicable Data Protection Laws.
      11. “Personal Data Breach” means a breach of Cin7’s security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Customer Personal Data in Cin7’s possession, custody or control. For clarity, Personal Data Breach does not include unsuccessful attempts or activities that do not compromise the security of Customer Personal Data (such as unsuccessful log-in attempts, pings, port scans, denial of service attacks, or other network attacks on firewalls or networked systems).
      12. “Personnel” means a person’s employees, agents, consultants, contractors or other staff.
      13. “Process”, and grammatical inflections thereof, means any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
      14. “Processor” means a natural or legal person, public authority, agency or other body that Processes Personal Data on behalf of a Controller.
      15. “Restricted Transfer” means the disclosure, grant of access or other transfer of Customer Personal Data to any person located in: (i) in the context of the EU GDPR, any country or territory outside the European Economic Area (“EEA”) which does not benefit from an adequacy decision from the European Commission (an “EU Restricted Transfer”); and (ii) in the context of the UK GDPR, any country or territory outside the UK, which does not benefit from an adequacy decision from the UK Government (a “UK Restricted Transfer”), which would be prohibited without a legal basis under Chapter V of the GDPR.
      16. “SCCs” means the standard contractual clauses approved by the European Commission pursuant to implementing Decision (EU) 2021/914.
      17. “Services” means those services and activities to be supplied to or carried out by or on behalf of Cin7 for Customer pursuant to the Agreement.
      18. “Sub-Processor” means any third party appointed by or on behalf of Cin7 to Process Customer Personal Data.
      19. “Supervisory Authority”: (i) in the context of the EEA and the EU GDPR, shall have the meaning given to that term in the EU GDPR; and (ii) in the context of the UK and the UK GDPR, means the UK Information Commissioner’s Office.
      20. “UK Transfer Addendum” means the template Addendum B.1.0 issued by the ICO and laid before Parliament in accordance with s119A of the Data Protection Act 2018 on 2 February 2022, as it is revised under Section‎‎18 of the UK Mandatory Clauses included in Part 2 thereof (the “UK Mandatory Clauses”).

1.2 Unless otherwise defined in this DPA, all capitalized terms in this DPA shall have the meaning given to them in the Agreement.

2. PROCESSING OF CUSTOMER PERSONAL DATA

2.1 Details and roles. The Parties acknowledge and agree that the details of Cin7’s Processing of Customer Personal Data (including the respective roles of the Parties relating to such Processing) are as described in Annex 1 (Data Processing Details) to the DPA.

2.2 General. Cin7 shall not Process Customer Personal Data other than: (a) on Customer’s instructions set out in the Agreement and this DPA; or (b) as required by applicable laws, provided that in such circumstances, Cin7 shall inform Customer in advance of the relevant legal requirement requiring such Processing if and to the extent Cin7 is: (i) required to do so by Applicable Data Protection Laws; and (ii) permitted to do so in the circumstances. Customer instructs and authorizes Cin7 to Process Customer Personal Data for the purposes set out in the Agreement (as further described in Annex 1 (Data Processing Details) to the DPA). The Agreement is a complete expression of such instructions, and Customer’s additional instructions will be binding on Cin7 only pursuant to any written amendment to this DPA signed by both Parties. Where required by Applicable Data Protection Laws, if Cin7 receives an instruction from Customer that, in its reasonable opinion, infringes Applicable Data Protection Laws, Cin7 shall notify Customer.

3. TECHNICAL AND ORGANIZATIONAL MEASURES; ASSISTANCE

3.1 Personnel. Cin7 shall take commercially reasonable steps designed to ascertain the reliability of any Cin7 Personnel who Process Customer Personal Data and shall enter into written confidentiality agreements with all Cin7 Personnel who Process Customer Personal Data that are not subject to professional or statutory obligations of confidentiality.

3.2 Security. Cin7 shall implement and maintain technical and organizational measures in relation to Customer Personal Data designed to protect Customer Personal Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure of or access as described in Annex 3 (Security Measures) (the “Security Measures”). Cin7 may modify these Security Measures from time to time to reflect its then-current security standards and practices; provided that such modifications do not materially decrease the overall security of Services and/or relevant Customer Personal Data.

3.3 Data Subject Rights. Cin7, taking into account the nature of the Processing of Customer Personal Data, shall provide Customer with such assistance as may be reasonably necessary and technically feasible to assist Customer in fulfilling its obligations to respond to Data Subject Requests. If Cin7 receives a Data Subject Request, Customer will be responsible for responding to any such request. Cin7 shall: (a) promptly notify Customer if it receives a Data Subject Request; and (b) not respond to any Data Subject Request, other than to advise the Data Subject to submit the request to Customer, except as required by Applicable Data Protection Laws.

3.4 DPIAs and Consultations. If and to the extent the GDPR applies to the given Processing of Customer Personal Data, Cin7 shall, taking into account the nature of the Processing and the information available to it, provide reasonable assistance to Customer with any data protection impact assessments and prior consultations with Supervisory Authorities, which are required by Article 35 or Article 36 of the GDPR (as applicable), in each case solely in relation to such Processing of Customer Personal Data by Cin7.

4. PERSONAL DATA BREACHES

4.1 Notifications. Cin7 shall notify Customer without undue delay upon Cin7’s confirmation of a Personal Data Breach affecting Customer Personal Data. Cin7 shall provide Customer with information (insofar as such information is within Cin7’s possession and knowledge and does not otherwise compromise the security of any Personal Data Processed by Cin7) to allow Customer to meet its obligations under the Applicable Data Protection Laws to report the Personal Data Breach. Cin7’s notification of or response to a Personal Data Breach shall not be construed as Cin7’s acknowledgement of any fault or liability with respect to the Personal Data Breach. As between the Parties, Customer is solely responsible for complying with applicable laws (including notification laws), and fulfilling any third-party notification obligations, related to any Personal Data Breaches.

4.2 Consultation with Cin7. If Customer determines that a Personal Data Breach suffered by Cin7 or a Sub-Processor affecting Customer Personal Data must be notified to any Supervisory Authority, any other governmental authority, any Data Subject(s), the public or others under Applicable Data Protection Laws or otherwise, to the extent such notice directly or indirectly refers to or identifies Cin7, where permitted by applicable laws, Customer agrees to: (a) notify Cin7 in advance; and (b) in good faith, consult with Cin7 and consider any clarifications or corrections Cin7 may reasonably recommend or request to any such notice, which: (i) relate to Cin7’s involvement in or relevance to such Personal Data Breach; and (ii) are consistent with applicable laws.

5. SUB-PROCESSING

5.1 General authorization. Customer generally authorizes Cin7 to appoint Sub-Processors in accordance with this Section5. Information about Cin7’s Sub-Processors, including their functions and locations, is as shown in our sub-processor site (as may be updated from time-to-time) or such other website address as Cin7 may provide to Customer from time-to-time (the “Sub-Processor Site”). Without limitation, Customer authorizes Cin7 engagement of the Sub-Processors listed on the Sub-Processor Site as of the Addendum Effective Date.

5.2 Notification. Cin7 shall give Customer prior written notice of the appointment of any proposed Sub-Processor, including reasonable details of the Processing to be undertaken by the Sub-Processor by updating the Sub-Processor Site and providing a means by which Customer may subscribe to receive notice of such updates (or otherwise providing written notice to Customer). Customer agrees that Customer is solely responsible for ensuring that it subscribes to such updates, and it shall do so. If, within ten (10) days of receipt of that notice, Customer notifies Cin7 in writing of any objections to the proposed appointment (made in good faith based upon evidenced concerns that the use of that proposed Sub-Processor would cause Customer to be in material and unavoidable breach of Applicable Data Protection Laws): (a) Cin7 shall use reasonable efforts to make available a commercially reasonable change in the provision of the Services, which avoids the use of that proposed Sub-Processor; and (b) where: (i) such a change cannot be made within thirty (30) days from Cin7’s receipt of Customer’s notice; (ii) no commercially reasonable change is available; and/or (iii) Customer declines to bear the cost of the proposed change, then Cin7 may terminate the Agreement without liability to Customer. If Customer does not object to Cin7’s appointment of a Sub-Processor during the objection period referred to in this Section5.2, Customer shall be deemed to have approved the engagement and ongoing use of that Sub-Processor. If Customer does not object to Cin7’s appointment of a Sub-Processor during the objection period referred to in this Section5.2, Customer shall be deemed to have approved the engagement and ongoing use of that Sub-Processor.

5.3 Cin7 Responsibilities. With respect to each Sub-Processor, Cin7 shall maintain a written contract between Cin7 and the Sub-Processor that includes terms which offer at least an equivalent level of protection for Customer Personal Data as those set out in this DPA (including the Security Measures). Cin7 shall remain liable for any breach of this DPA caused by a Sub-Processor.

6. DATA TRANSFERS

6.1 Entry into SCCs. In respect of any Restricted Transfer of Customer Personal Data from Customer to Cin7 under this DPA: (a) that is an EU Restricted Transfer, the Parties hereby enter into and agree to comply with their respective obligations set out in the SCCs; and/or (b) that is a UK Restricted Transfer, the Parties hereby enter into and agree to comply with their respective obligations set out in the SCCs as varied by the UK Transfer Addendum.

6.2 Population of SCCs. In respect of any SCCs entered into pursuant to Section6.1, the Parties agree as follows: (a) each of the Parties is hereby deemed to have signed the SCCs at the relevant signature block in Annex I to the Appendix to the SCCs; (b) as applicable: (i) Module Two of the SCCs applies to any relevant Restricted Transfer involving Processing of Customer Personal Data in respect of which Customer is a Controller in its own right; and (ii) Module Three of the SCCs applies to any relevant Restricted Transfer involving Processing of Customer Personal Data in respect of which Customer is itself a Processor; (c) as and where applicable to the relevant Module of the SCCs and the Clauses thereof: (i) in Clause7: the ‘Docking Clause’ is not used; (ii) in Clause 9: ‘OPTION2: GENERAL WRITTEN AUTHORISATION’ applies, and the minimum time period for advance notice of the addition or replacement of Sub-Processors shall be the advance notice period set out in Section5.2; (iii) in Clause 11: the optional language is not used; (iv) in Clause 13: all square brackets are removed and all text therein is retained; (v) in Clause 17: ‘OPTION 1’ applies, and the Parties agree that the SCCs shall be governed by the law of: (A) Ireland in relation to any EU Restricted Transfer and (B) England and Wales in relation to any UK Restricted Transfer; and (vi) in Clause 18(b): the Parties agree that any dispute arising from the SCCs: (A) in relation to any EU Restricted Transfer, shall be resolved by the courts of Ireland; and (B) in relation to any UK Restricted Transfer, shall be resolved by the courts of England and Wales; and (d) in respect of the Annexes to the Appendix to the SCCs: (i)Annex I is populated with the corresponding information detailed in Annex 1 (Data Processing Details) to the DPA; and (ii) Annex II is populated with reference to the information contained in and determined by Section3.2 of the DPA (including the Security Measures).

6.3 Population of UK Transfer Addendum. Where relevant in accordance with Section6.1(b), the SCCs apply to any UK Restricted Transfers as varied by the UK Transfer Addendum in the following manner: (i) ’Part 1 to the UK Transfer Addendum’: (A) Tables 1, 2 and 3 to the UK Transfer Addendum are deemed populated with the corresponding details set out in Annex 1 (Data Processing Details) to the DPA and Section6.2; and (B) Table4 to the UK Transfer Addendum is completed by the box labeled ‘Data Importer’ being deemed to have been ticked; and (ii) ‘Part 2 to the UK Transfer Addendum’: the Parties agree to be bound by the UK Mandatory Clauses and that the SCCs shall apply to any UK Restricted Transfers as varied in accordance with those Mandatory Clauses.

6.4 Operational Clarifications. In relation to any SCCs entered into pursuant to Section6.1, the Parties agree as follows: (a) when complying with its transparency obligations under Clause 8.3 of the SCCs, Customer shall not provide or otherwise make available, and shall take all appropriate steps to protect, Cin7’s and its licensors’ trade secrets, business secrets, confidential information and/or other commercially sensitive information; (b) where applicable, for the purposes of Clause 10(a) of Module Three of the SCCs, Customer acknowledges and agrees that there are no circumstances in which it would be appropriate for Cin7 to notify any third-party Controller of any Data Subject Request and that any such notification shall be the sole responsibility of Customer; (c) for the purposes of Clause 15.1(a) of the SCCs, except to the extent prohibited by applicable law and/or the relevant public authority, as between the Parties, Customer agrees that it shall be solely responsible for making any notifications to relevant Data Subject(s) if and as required; (d) the terms and conditions of Section5 apply in relation to Cin7’s appointment and use of Sub-Processors under the SCCs; (d) any approval by Customer of Cin7’s appointment of a Sub-Processor that is given expressly or deemed given pursuant to Section5 constitutes Customer’s documented instructions to effect disclosures and onward transfers to any relevant Sub-Processors if and as required under Clause8.8 of the SCCs; (e) the audits described in Clauses 8.9(c) and 8.9(d) of the SCCs shall be subject to any relevant terms and conditions detailed in Section6; (f) certification of deletion of Customer Personal Data as described in Clauses 8.5 and 16(d) of the SCCs shall be provided only upon Customer’s written request; (g) in relation to any UK Restricted Transfer to which they apply, where the context permits and requires, any reference in the DPA to the SCCs, shall be read as a reference to those SCCs as varied by Section 6.3; and (h) in respect of any given Restricted Transfer, if requested of Customer by a Supervisory Authority, Data Subject or further Controller (where applicable) – on specific written request; accompanied by suitable supporting evidence of the relevant request–Cin7 shall provide Customer with an executed version of the relevant set(s) of SCCs responsive to the request made of Customer (amended and populated in accordance with relevant provisions of this DPA in respect of the relevant Restricted Transfer) for countersignature by Customer, onward provision to the relevant requestor and/or storage to evidence Customer’s compliance with Applicable Data Protection Laws.

7. AUDITS

7.1 Information provision and audits. Cin7 shall make available to Customer on reasonable request, such information as Cin7 (acting reasonably) considers appropriate in the circumstances to demonstrate its compliance with this DPA. Subject to Sections 7.2 to 7.4, in the event that Customer (acting reasonably) is able to provide documentary evidence that such information is not sufficient in the circumstances to demonstrate Cin7’s compliance with this DPA, Cin7 shall allow for and contribute to audits by Customer or an auditor mandated by Customer in relation to the Processing of Customer Personal Data by Cin7.

7.2 Customer responsibilities. Customer shall give Cin7 reasonable notice of any audit to be conducted under Section7.1 (which shall in no event be less than fourteen(14) days’ notice, unless a shorter notice period is specifically required under Applicable Data Protection Laws relevant to the audit concerned) and shall use its best efforts (and ensure that each of its mandated auditors uses its best efforts) to avoid causing any destruction, damage, injury or disruption to Cin7’s premises, equipment, Personnel, data, and business (including any interference with the confidentiality or security of the data of Cin7’s other customers or the availability of Cin7’s services to such other customers).

7.3 Audit plans. Prior to conducting any audit, Customer must submit a detailed proposed audit plan providing for the confidential treatment of all information exchanged in connection with the audit and any reports regarding the results or findings thereof. The proposed audit plan must describe the proposed scope, duration, and start date of the audit. Cin7 will review the proposed audit plan and provide Customer with any feedback, concerns or questions (for example, any request for information that could compromise Cin7 security, privacy, employment or other relevant policies). Cin7 will work cooperatively with Customer to agree on a final audit plan.

7.4 Limitations. Cin7 need not give access to its premises for the purposes of any audit under this Section7: (a) where a third-party audit report or certification (e.g., SOC 2 Type 2, ISO 2700x, NIST or similar audit report or certification) is provided in lieu of such access (acceptance of which for this purpose not to be unreasonably withheld, delayed or conditioned by Customer); (b)toany individual unless they produce reasonable evidence of their identity; (c) to any auditor whom Cin7 has not approved in advance (acting reasonably); (d) to any individual who has not entered into a non-disclosure agreement with Cin7 on terms acceptable to Cin7 (acting reasonably); (e) outside normal business hours at those premises; or (f) on more than one occasion in any calendar year during the term of the Agreement, except for any audits which Customer is required to carry out under Applicable Data Protection Laws or by a Supervisory Authority. Nothing in this DPA shall require Cin7 to furnish more information about its Sub-Processors in connection with such audits than such Sub-Processors make generally available to their customers. Nothing in this Section7 shall be construed to obligate Cin7 to breach any duty of confidentiality.

8. RETURN AND DELETION

8.1 General. Upon expiration or earlier termination of the Agreement, Cin7 shall return and/or delete all Customer Personal Data in Cin7’s care, custody or control in accordance with Customer's instructions as to the post-termination return and deletion of Customer Personal Data expressed in the Agreement. To the extent that deletion of any Customer Personal Data contained in any back-ups’ maintained by or on behalf of Cin7 is not technically feasible within the timeframe set out in Customer’s instructions, Cin7 shall (a) securely delete such Customer Personal Data in accordance with any relevant scheduled back-up deletion routines (e.g., those contained within Cin7’s relevant business continuity and disaster recovery procedures); and (b) pending such deletion, put such Customer Personal Data beyond use.

8.2 Permitted retention. Notwithstanding the foregoing, Cin7 may retain Customer Personal Data where required by applicable laws, provided that Cin7 shall (a) maintain the confidentiality of all such Customer Personal Data and (b) Process the Customer Personal Data only as necessary for the purpose(s) and duration specified in the applicable law requiring such retention.

9. CUSTOMER’S RESPONSIBILITIES

9.1 Security. Customer agrees that, without limiting Cin7’s obligations under Section5 (Security), Customer is solely responsible for its use of the Services, including (a) making appropriate use of the Services to maintain a level of security appropriate to the risk in respect of the Customer Personal Data; (b) securing the account authentication credentials, systems and devices Customer uses to access the Services; (c) securing Customer’s systems and devices that Cin7 uses to provide the Services; and (d) backing up Customer Personal Data.

9.2 Compliance. Customer shall ensure: (a) that there is, and will be throughout the term of the Agreement, a valid legal basis for the Processing by Cin7 of Customer Personal Data in accordance with this DPA and the Agreement (including, any and all instructions issued by Customer from time to time in respect of such Processing) for the purposes of all Applicable Data Protection Laws (including Article6, Article 9(2) and/or Article 10 of the GDPR (where applicable)); and (b) that all Data Subjects have (i) been presented with all required notices and statements (including as required by Article12-14 of the GDPR (where applicable)); and (ii) provided all required consents, in each case (i) and (ii) relating to the Processing by Cin7 of Customer Personal Data.

9.3 Restricted Data. Customer shall not provide or otherwise make available to Cin7 any Customer Personal Data that contains any (a) Social Security numbers or other government-issued identification numbers; (b) protected health information subject to the Health Insurance Portability and Accountability Act (HIPAA) or other information regarding an individual’s medical history, mental or physical condition, or medical treatment or diagnosis by a health care professional; (c) health insurance information; (d) biometric information; (e) passwords to any online accounts; (f) any payment card information subject to the Payment Card Industry Data Security Standard; (g) credentials to any financial accounts; (h) tax return data; (i) Personal Data of children under 13 years of age; or (j) any other information that falls within any special categories of personal data (as defined in GDPR) and/or data relating to criminal convictions and offences or related security measures (together, “Restricted Data”).

10. VARIOUS

10.1 Incorporation and Application. This DPA shall be incorporated into and form part of the Agreement with effect on and from the Addendum Effective Date. This DPA: (a) applies only if and to the extent Applicable Data Protection Laws govern Cin7’s Processing of Customer Personal Data in performance of the Service(s) as a ‘processor’, ‘service provider’ or similar role defined under Applicable Data Protection Laws; and (b) does not apply to Cin7’s Processing of any Personal Data for its own business/customer relationship administration purposes, its own marketing or service analytics, its own information and systems security purposes supporting the operation of the Services, nor its own legal, regulatory or compliance purposes.

10.2 State Privacy Laws. Annex 2 (California Privacy Law Annex) applies if and to the extent Cin7’s Processing of Customer Personal Data on behalf of Customer under the Agreement is subject to the CCPA.

10.3 Costs. Except to the extent prohibited by Applicable Data Protection Laws, Customer shall compensate Cin7 at Cin7’s then-current professional services rates for, and reimburse any costs reasonably incurred by Cin7 in the course of providing, cooperation, information, or assistance requested by Customer pursuant to Sections 3.3 (Data Subject Rights), 3.4 (DPIAs and Consultations) and 7 (Audits) of this DPA (provided that Cin7 shall bear its own costs in the event that any audit or inspection conducted in accordance with that Section7 reveals any material non-compliance by Cin7 with this DPA and/or Applicable Data Protection Laws), in each case, beyond providing self-service features included as part of, or in connection with, the Services.

10.4 LIABILITY. THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY TOWARDS THE OTHER PARTY, HOWSOEVER ARISING, UNDER OR IN CONNECTION WITH THIS DPA AND THE SCCS (IF AND AS THEY APPLY) WILL UNDER NO CIRCUMSTANCES EXCEED ANY LIMITATIONS OR CAPS ON, AND SHALL BE SUBJECT TO ANY EXCLUSIONS OF, LIABILITY AND LOSS AGREED BY THE PARTIES IN THE AGREEMENT; PROVIDED THAT, NOTHING IN THIS SECTION 10.4 WILL AFFECT ANY PERSON’S LIABILITY TO DATA SUBJECTS UNDER THE THIRD-PARTY BENEFICIARY PROVISIONS OF THE SCCS (IF AND AS THEY APPLY).

10.5 Required Updates. Each Party shall act in good faith to agree variations to this DPA that are reasonably necessary to address the requirements of Applicable Data Protection Laws from time to time (including to apply a new transfer mechanism to comply with relevant requirements of the GDPR).

10.6 Prevail. This DPA shall be incorporated into and form part of the Agreement with effect on and from the Addendum Effective Date. In the event of any conflict or inconsistency between: (a) this DPA and the Agreement, this DPA shall prevail; or (b) any SCCs entered into pursuant to Section6 and this DPA and/or the Agreement, the SCCs shall prevail in respect of the Restricted Transfer to which they apply.


Data Processing Details

CIN7 / ‘DATA IMPORTER’ DETAILS

CUSTOMER / ‘DATA EXPORTER’ DETAILS

DETAILS OF PROCESSING

California Privacy Law Annex

In this Annex 2, the terms “business,” “business purpose,” “commercial purpose,” “consumer,” “personal information,” “sell,” “share,” and “service provider” shall have the respective meanings given thereto in the CCPA.

1. The business purposes and services for which Cin7 is Processing personal information are for Cin7 to provide the Services to and on behalf of Customer as set forth in the Agreement, as described in more detail in Annex 1 (Data Processing Details) to the DPA.
2. It is the Parties’ intent that with respect to any personal information, Cin7 is a service provider. Cin7 (a) acknowledges that personal information is disclosed by Customer only for limited and specific purposes described in the Agreement; (b) shall comply with applicable obligations under the CCPA and shall provide the same level of privacy protection to personal information as is required by the CCPA; (c) agrees that Customer has the right to take reasonable and appropriate steps under and subject to Section6 (Audits) of the DPA to help ensure that Cin7’s use of personal information is consistent with Customer’s obligations under the CCPA; (d) shall notify Customer in writing of any determination made by Cin7 that it can no longer meet its obligations under the CCPA; and (e) agrees that Customer has the right, upon notice, including pursuant to the preceding clause, to take reasonable and appropriate steps to stop and remediate unauthorized use of personal information.
3. Cin7 shall not (a) sell or share any personal information; (b) retain, use or disclose any personal information for any purpose other than for the business purposes specified in the Agreement, including retaining, using, or disclosing the personal information for a commercial purpose other than the business purpose specified in the Agreement, or as otherwise permitted by CCPA; (c) retain, use or disclose the personal information outside of the direct business relationship between Cin7 and Customer; or (d) combine personal information received pursuant to the Agreement with personal information (i) received from or on behalf of another person, or (ii) collected from Cin7’s own interaction with any consumer to whom such personal information pertains except as and to the extent necessary as part of Cin7’s provision of the Services.
4. Cin7 shall implement reasonable security procedures and practices appropriate to the nature of the personal information received from, or on behalf of, Customer, in accordance with Section3.2 (Security Measures) of the DPA.
5. When Cin7 engages any Sub-Processor, Cin7 shall notify Customer of such Sub-Processor engagements in accordance with Section5 (Sub-Processing) of the DPA and that such notice shall satisfy Cin7’s obligation under the CCPA to give notice of and an opportunity to object to such engagements.
6. Cin7 agrees that Customer may conduct audits, in accordance with Section9 of the DPA, to help ensure that Cin7’s use of personal information is consistent with Cin7’s obligations under the CCPA.
7. The parties acknowledge that Cin7’s retention, use and disclosure of personal information by Customer’s instructions documented in the Agreement and DPA are integral to Cin7’s provision of the Services and the business relationship between the Parties.

The Parties acknowledge that Cin7’s Processing of Customer Personal Data authorized by Customer under this DPA is integral to the Services and the business relationship between the Parties.

Security Measures

Cin7 agrees to implement and maintain the following security measures:

1. Organizational management and staff responsible for the development, implementation and maintenance of Cin7’s information security program.
2. Audit and risk assessment procedures for the purposes of periodic review and assessment of risks to Cin7’s organization, monitoring and maintaining compliance with Cin7’s policies and procedures, and reporting the condition of its information security and compliance to internal senior management.
3. Data security controls which include at a minimum logical segregation of data, restricted (e.g. role-based) access and monitoring, and utilization of commercially available and industry standard encryption technologies for Customer Personal Data.
4. Logical access controls designed to manage electronic access to data and system functionality based on authority levels and job functions.
5. Password controls designed to manage and control password strength, expiration and usage.
6. System audit or event logging and related monitoring procedures to proactively record user access and system activity.
7. Physical and environmental security of production resources relevant to the Services is maintained by the relevant Sub-Processor(s) (and their vendors) engaged by Cin7 to host those resources. Cin7 takes steps to ensure that such Sub-Processors provide appropriate assurances and certifications that evidence such physical and environmental security – including security of data center, server room facilities and other areas containing Customer Personal Data designed to: (a) protect information assets from unauthorized physical access, (b) manage, monitor and log movement into and out of Sub-Processor facilities, and (c) guard against environmental hazards such as heat, fire and water damage.
8. Operational procedures and controls to provide for configuration, monitoring and maintenance of technology and information systems, including secure disposal of systems and media to render all information or data contained therein as undecipherable or unrecoverable prior to final disposal or release from Cin7’s possession.
9. Change management procedures and tracking mechanisms designed to test, approve and monitor all material changes to Cin7’s technology and information assets.
10. Incident management procedures designed to allow Cin7 to investigate, respond to, mitigate and notify of events related to Cin7’s technology and information assets.
11. Network security controls that provide for the use of enterprise firewalls and intrusion detection systems designed to protect systems from intrusion and limit the scope of any successful attack.
12. Vulnerability assessment and threat protection technologies and scheduled monitoring procedures designed to identify, assess, mitigate and protect against identified security threats, viruses and other malicious code.
13. Business resiliency/continuity and disaster recovery procedures designed to maintain service and/or recovery from foreseeable emergency situations or disasters.