Data Processing Agreement

DATA PROCESSING AGREEMENT/addendum

This Data Processing Agreement (“DPA”) forms part of the Prompt Gate Ltd. Agreement (the “Agreement”) and is entered into between Prompt Gate Ltd. (“Prompt Gate”, “Us”, “We”, “Our”, “Service Provider” or “Data Processor”) and the entity or person identified as the customer in the Agreement or through the registration process for the Services (“Organization”, “You”, “Your”, “Customer” or “Data Controller”). By accepting the Agreement, completing the registration process, or otherwise accessing or using the Services, You acknowledge that You have read, understood, and agree to be bound by this DPA to the extent that We will Process any Personal Data on your behalf. Each of Prompt Gate and You may be referred to herein as a “Party” and together as the “Parties”.

WHEREAS, Prompt Gate provides software-as-a-service ("SaaS") or on-premises services, as set forth in the Agreement (collectively, the “Services”) for Customer; and

WHEREAS, In the course of providing the SaaS Services pursuant to the Agreement, we may process Personal Data on your behalf, in the capacity of a “Data Processor”; and the Parties wish to set forth the arrangements concerning the processing of Personal Data (defined below) within the context of the Services and agree to comply with the following provisions with respect to any Personal Data, each acting reasonably and in good faith.

NOW THEREFORE, in consideration of the mutual promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Parties, intending to be legally bound, agree as follows:

• INTERPRETATION AND DEFINITIONS
• The headings contained in this DPA are for convenience only and shall not be interpreted to limit or otherwise affect the provisions of this DPA. References to clauses or sections are references to the clauses or sections of this DPA unless otherwise stated. Words used in the singular include the plural and vice versa, as the context may require. Capitalized terms not defined herein shall have the meanings assigned to such terms in the Agreement. Definitions:

• “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control”, for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
• “Controller” or “Data Controller” means the entity which determines the purposes and means of the Processing of Personal Data. For the purposes of this DPA only, and except where indicated otherwise, the term “Data Controller” shall include the Organization and/or the Organization’s Authorized Affiliates.
• “Data Protection Laws and Regulations” means all laws and regulations of the European Union, the European Economic Area and their Member States, including the GDPR, the UK GDPR, and the Israeli Privacy Protection Law, 5741–1981 and the regulations promulgated thereunder (including Privacy Protection Regulations (Transfer of Data to Databases Abroad), 5761-2001 and Privacy Protection Regulations (Data Security), 5777-2017), and any binding instructions, guidelines and requirements of the Israeli Privacy Protection Authority, as applicable to the Processing of Personal Data under the Agreement.
• “Data Subject” means the identified or identifiable person to whom the Personal Data relates.
• “Member State” means a country that belongs to the European Union and/or the European Economic Area. “Union” means the European Union.
• “GDPR” means the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).
• “Personal Data” or “Personal Information” means any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person, as defined under Data Protection Laws and Regulations. For the avoidance of doubt, Customer's business contact information is not by itself deemed to be Personal Data subject to this DPA.
• “Personnel” mean an agent, employee, contractors, and/or subcontractor employed or retained in any way, on a full or part time basis, by Prompt Gate or any of its Affiliates, as well as any employee or agent of a Sub-processor of Prompt Gate or any of its Affiliates.
• “Process(ing)” means any operation or set of operations which is performed upon Personal Data, whether or not by automatic 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.
• “Processor” or “Data Processor” means the entity which Processes Personal Data on behalf of the Controller.
• “Security Documentation” means the Security Documentation applicable to the specific Services purchased by Customer, as updated from time to time. Customer shall send a request to CISO@promptgate.com to receive a copy of the Security Documentation.
• “Standard Contractual Clauses” or “SCCs” means (i) the standard contractual clauses for the transfer of Personal Data to Data processors established in third countries which do not ensure an adequate level of protection as set out in Regulation (EU) 2016/679 of the European Parliament and of the Council from June 4, 2021, as available here as updated, amended, replaced or superseded from time to time by the European Commission; or (ii) where required from time to time by a supervisory authority for use with respect to any specific restricted transfer, any other set of contractual clauses or other similar mechanism approved by such Supervisory Authority or by Applicable Laws for use in respect of such Restricted Transfer, as updated, amended, replaced or superseded from time to time by such Regulatory Authority or Data Protection Laws and Regulations.
• “Sub-processor” means any Processor engaged by Prompt Gate and/or Prompt Gate Affiliate to Process Personal Data on behalf of Customer.
• “Supervisory Authority” means an independent public authority which is established by an EU Member State pursuant to the GDPR.
• “UK GDPR” means the Data Protection Act 2018, as updated, amended, replaced or superseded from time to time.
• “UK Standard Contractual Clauses” or “UK SCCs” means the standard contractual clauses for the transfer of Personal Data to Data processors established in third countries which do not ensure an adequate level of protection as set out by the ICO, as available here, as updated, amended, replaced or superseded from time to time by the ICO.

• PROCESSING OF PERSONAL DATA
• The Parties acknowledge and agree that with regard to the Processing of Personal Data under this DPA, Prompt Gate is the Data Processor and Prompt Gate may engage Sub-processors pursuant to the requirements set forth in Section ‎5 “Sub-processors” below. For clarity, this DPA shall not apply with respect to Prompt Gate processing activity as a Data Controller with respect to Prompt Gate data as detailed in Prompt Gate’s privacy policy. Any anonymized, statistical, de-identified and/or aggregated data derived from the usage of the Services (e.g., metadata, aggregated, analytics information) (“Aggregated Data”) will be used for research, analysis, service improvement, development purposes, and/or for statistical analysis. Such Aggregated Data is the sole and exclusive property of Prompt Gate.
• Customer shall, in its use of the Services, Process Personal Data in accordance with the requirements of Data Protection Laws and Regulations and comply at all times with the obligations applicable to data controllers (including, without limitation, Article 24 of the GDPR). For the avoidance of doubt, Customer’s instructions for the Processing of Personal Data shall comply with Data Protection Laws and Regulations. Customer shall have sole responsibility for the means by which Customer acquired Personal Data. Without limitation, Customer shall comply with any and all transparency-related obligations (including, without limitation, displaying any and all relevant and required privacy notices or policies) and shall at all times have any and all required ongoing legal bases in order to collect, Process and transfer to Prompt Gate the Personal Data and to authorize the Processing by Prompt Gate of the Personal Data which is authorized in this DPA.
• Prompt Gate's Processing of Personal Data.
• Subject to the Agreement, Prompt Gate shall Process Personal Data that is subject to this DPA only in accordance with Customer’s documented instructions as necessary for the performance of the Services and for the performance of the Agreement and this DPA. The Parties agree that Customer's documented instructions include the Agreement, this DPA, and Customer's use and configuration of the Services. Any instructions that materially deviate from the Agreement, this DPA or the intended functionality of the Services must be agreed by the Parties in writing. Unless required to otherwise by Union or Member State law or any other applicable law to which Prompt Gate and its Affiliates are subject, Prompt Gate shall inform the Customer of the legal requirement before processing, unless that law prohibits such information on important grounds of public interest. The duration of the Processing, the nature and purposes of the Processing, as well as the types of Personal Data Processed and categories of Data Subjects under this DPA are further specified in Schedule 1 (Details of the Processing) to this DPA.
• To the extent that Prompt Gate or its Affiliates cannot comply with a request (including, without limitation, any instruction, direction, code of conduct, certification, or change of any kind) from Customer and/or its authorized users relating to Processing of Personal Data or where Prompt Gate considers such a request to be unlawful, Prompt Gate (i) shall inform Customer, providing relevant details of the problem (but not legal advice), (ii) Prompt Gate may, without any kind of liability towards Customer, temporarily cease all Processing of the affected Personal Data (other than securely storing those data), and (iii) if the Parties do not agree on a resolution to the issue in question and the costs thereof, each Party may, as its sole remedy, terminate the Agreement and this DPA with respect to the affected Processing, and Customer shall pay to Prompt Gate all the amounts owed to Prompt Gate or due before the date of termination. Customer will have no further claims against Prompt Gate (including, without limitation, requesting refunds for Services) due to the termination of the Agreement and/or the DPA in the situation described in this paragraph (excluding the obligations relating to the termination of this DPA set forth below).

• RIGHTS OF DATA SUBJECTS. If Prompt Gate receives a request from a Data Subject to exercise its rights as described under Data Protection Laws and Regulations (“Data Subject Request”), Prompt Gate shall, to the extent legally permitted, promptly notify and forward such Data Subject Request to Customer. Taking into account the nature of the Processing, Prompt Gate shall use commercially reasonable efforts to assist Customer by appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of Customer’s obligation to respond to a Data Subject Request under Data Protection Laws and Regulations. To the extent legally permitted, Customer shall be responsible for any costs arising from Prompt Gate's provision of such assistance.

• PROMPT GATE PERSONNEL
• Prompt Gate shall grant access to the Personal Data to its Personnel under its authority only on a need-to-know basis and ensure that such persons engaged in the Processing of Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
• Prompt Gate may disclose and Process the Personal Data (a) as permitted hereunder (b) to the extent required by a court of competent jurisdiction or other Supervisory Authority and/or otherwise as required by applicable laws or applicable Data Protection Laws and Regulations (in such a case, Prompt Gate shall inform the Customer of the legal requirement before the disclosure, unless that law prohibits such information on important grounds of public interest), or (c) on a “need-to-know” basis under an obligation of confidentiality to legal counsel(s), data protection advisor(s), accountant(s), investors or potential acquirers.

• AUTHORIZATION REGARDING SUB-PROCESSORS
• Prompt Gate's current list of Sub-processors is included in Schedule 2 (“Sub-processor List”) and is hereby approved by Data Controller. Customer hereby grants a general authorization to Prompt Gate to appoint new Sub-processors, and Prompt Gate shall comply with the conditions of Section ‎5.2, to ‎5.4. The Sub-processor List as of the date of execution of this DPA, or as of the date of publication (as applicable), is hereby, or shall be (as applicable), authorized by Customer.
• Customer shall send an email to CISO@Promptgate.com with the subject SUBSCRIPTION TO SUB-PROCESSORS NOTIFICATION, to subscribe to notifications of new Sub-processors, and if Customer subscribes, Prompt Gate shall provide notification of any new Sub-processor(s).
• Customer may reasonably object to Prompt Gate's use of a Sub-processor for reasons related to the GDPR by notifying Prompt Gate promptly in writing within three (3) business days after receipt of Prompt Gate's notice in accordance with the mechanism set out in Section ‎5.2 and such written objection shall include the reasons related to the GDPR for objecting to Prompt Gate's use of such Sub-processor. Failure to object to such Sub-processor in writing within three (3) business days following Prompt Gate's notice shall be deemed as acceptance of the Sub-processor. In the event Customer reasonably objects to a Sub-processor, as permitted in the preceding sentences, Prompt Gate will use reasonable efforts to make available to Customer a change in the Services or recommend a commercially reasonable change to Customer’s use of the Services to avoid Processing of Personal Data by the objected-to Sub-processor without unreasonably burdening the Customer. If Prompt Gate is unable to make available such change within a reasonable period of time, which shall not exceed thirty (30) days, Customer may, as a sole remedy, terminate the applicable Agreement and this DPA with respect only to those Services which cannot be provided by Prompt Gate without the use of the objected-to Sub-processor by providing written notice to Prompt Gate provided that all amounts due under the Agreement before the termination date with respect to the Processing at issue shall be duly paid to Prompt Gate until a decision is made regarding the Sub-processor, Prompt Gate may temporarily suspend the Processing of the affected Personal Data. Customer will have no further claims against Prompt Gate due to the termination of the Agreement (including, without limitation, requesting refunds) and/or the DPA in the situation described in this paragraph.
• This Section ‎5 shall not apply to subcontractors of Prompt Gate which provide ancillary services to support the performance of the DPA. This includes, for example, telecommunication services, maintenance and user service, cleaning staff, or auditors.

• SECURITY
• Taking into account the state of the art, the costs of implementation, the scope, the context, the purposes of the Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, Prompt Gate shall maintain industry-standard technical and organizational measures for protection of the security (including protection against unauthorized or unlawful Processing and against accidental or unlawful destruction, loss or alteration or damage, unauthorized disclosure of, or access to, Personal Data), confidentiality and integrity of Personal Data, as set forth in the Security Documentation which are hereby approved by Customer. Upon the Customer’s request, Prompt Gate will use commercially reasonable efforts to assist Customer, at Customer’s cost, in ensuring compliance with the obligations under Data Protection Laws and Regulations, taking into account the nature of the processing, the state of the art, and the information available to Prompt Gate.
• Upon Customer’s written request at reasonable intervals, and subject to the confidentiality obligations set forth in the Agreement and this DPA, Prompt Gate shall make available to Customer a copy or summary of Prompt Gate's documents reflecting the security measures in place, provided that any such documents or information disclosed by Prompt Gate shall be deemed Confidential Information of Prompt Gate and shall be subject to the confidentiality obligations set forth in the Agreement and this DPA.
• At Customer’s cost and expense, Prompt Gate shall allow for and contribute to audits, including inspections, conducted by the controller or another auditor mandated by the controller (who is not a direct or indirect competitor of Prompt Gate); provided that (a) such audit or inspection shall be subject to appropriate confidentiality obligations, (b) Customer shall provide Prompt Gate with at least thirty (30) days’ prior written notice, (c) such audit or inspection may occur no more than once per calendar year, and (d) the parties shall agree on the scope, methodology, timing and conditions of such audits and inspections.

• PERSONAL DATA INCIDENT MANAGEMENT AND NOTIFICATION. Prompt Gate shall notify Customer without undue delay after becoming aware of the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data, including Personal Data, transmitted, stored or otherwise Processed by Prompt Gate of which Prompt Gate becomes aware (a “Personal Data Incident”). Prompt Gate shall make reasonable efforts to identify the cause of such Personal Data Incident and take those steps as Prompt Gate deems necessary, possible and reasonable to remediate the cause of such a Personal Data Incident to the extent the remediation is within Prompt Gate's reasonable control. In any event, Customer will be the party responsible for notifying supervisory authorities and/or concerned data subjects (where required by Data Protection Laws and Regulations). Prompt Gate’s notification of or response to a Personal Data Incident under this Section 7 will not be construed as an acknowledgement by Prompt Gate of any fault or liability with respect to the Personal Data Incident.

• RETURN AND DELETION OF PERSONAL DATA. Subject to the Agreement, Prompt Gate shall, delete the Personal Data to Customer after the end of the provision of the Services relating to Processing, and shall delete existing copies unless applicable law requires storage of the Personal Data. In any event, to the extent required or allowed by applicable law, Prompt Gate may retain one copy of the Personal Data for evidence purposes and/or for the establishment, exercise or defence of legal claims and/or to comply with applicable laws and regulations. Prompt Gate may retain electronic copies of files containing Personal Data created pursuant to automatic archiving or back-up procedures which cannot reasonably be deleted. In these cases, Prompt Gate shall ensure that the Personal Data is not further actively processed.

• AUTHORIZED AFFILIATES
• The Parties acknowledge and agree that, by entering into the Agreement, completing the registration process, or otherwise accessing or using the Services, the Customer enters into this DPA on behalf of itself and, as applicable, in the name and on behalf of its Authorized Affiliates, thereby establishing a separate DPA between Prompt Gate and each such Authorized Affiliate. Each Authorized Affiliate agrees to be bound by the obligations under this DPA. All access to and use of the Services by Authorized Affiliates must comply with the terms and conditions of the Agreement and this DPA and any violation of the terms and conditions therein by an Authorized Affiliate shall be deemed a violation by Customer.
• The Customer shall remain responsible for coordinating all communication with Prompt Gate. under the Agreement and this DPA and shall be entitled to make and receive any communication in relation to this DPA on behalf of its Authorized Affiliates.

• TRANSFERS OF DATA
• Personal Data may be transferred from the EU Member States, the three EEA member countries (Norway, Liechtenstein and Iceland) (collectively, “EEA”), the United Kingdom to countries that offer adequate level of data protection under or pursuant to the adequacy decisions published by the relevant data protection authorities of the EEA, the Union, the Member States or the European Commission, the UK supervisory authority (“Adequacy Decisions”), without any further safeguard being necessary.
• For the avoidance of doubt, as of the Effective Date, Prompt Gate’s access to Personal Data and relevant personnel are located only in Israel, which is recognized as providing an adequate level of data protection, and therefore the SCCs are not currently triggered. To the extent that there is Processing of Personal Data which includes transfers from the EEA, the UK to countries which do not offer adequate level of data protection or which have not been subject to an Adequacy Decision (“Other Countries”), the below terms shall apply:

• With respect to transfers of Personal Data from the EEA or the UK, Customer as data exporter and Prompt Gate on behalf of itself and each Prompt Gate affiliate (as applicable) as data importer shall be deemed to have entered into the SCCs set out in Schedule 3, but solely to the extent such SCCs become applicable in the future in connection with transfers of Personal Data to a country that does not offer an adequate level of data protection and is not subject to an applicable Adequacy Decision. To the extent that there is any conflict or inconsistency between the terms of the SCCs and the terms of this DPA, the terms of the SCCs shall take precedence.

• TERMINATION. This DPA shall automatically terminate upon the termination or expiration of the Agreement under which the Services are provided. Sections ‎2.2, ‎2.3.3, ‎8 and 12 shall survive the termination or expiration of this DPA for any reason. This DPA cannot, in principle, be terminated separately to the Agreement, except where the Processing ends before the termination of the Agreement, in which case, this DPA shall automatically terminate.

• RELATIONSHIP WITH AGREEMENT. In the event of any conflict between the provisions of this DPA and the provisions of the Agreement, the provisions of this DPA shall prevail over the conflicting provisions of the Agreement.
• AMENDMENTS. Prompt Gate may amend this DPA from time to time in its sole discretion. Any such amendment will become effective upon posting the updated DPA or otherwise making it available to Customer, unless a later effective date is specified by Prompt Gate. Prompt Gate may, but is not obligated to, use commercially reasonable efforts to notify Customer by email or other means of any such updates. Customer’s continued access to or use of the Services following the effective date of an updated DPA constitutes acceptance of the amended DPA.
• LEGAL EFFECT. Prompt Gate may assign this DPA or its rights or obligations hereunder to any Affiliate thereof, or to a successor or any Affiliate thereof, in connection with a merger, consolidation or acquisition of all or substantially all of its shares, assets or business relating to this DPA or the Agreement. Any Prompt Gate obligation hereunder may be performed (in whole or in part), and any Prompt Gate right (including invoice and payment rights) or remedy may be exercised (in whole or in part), by an Affiliate of Prompt Gate.

List of Schedules

• SCHEDULE 1 - DETAILS OF THE PROCESSING
• SCHEDULE 2 - SUB-PROCESSOR LIST
• SCHEDULE 3 – STANDARD CONTRACTUAL CLAUSES

SCHEDULE 1 - DETAILS OF THE PROCESSING

Subject matter. Prompt Gate will Process Personal Data as necessary to perform the Services pursuant to the Agreement, as further instructed by Customer in its use of the Services.

Nature and Purpose of Processing.

• Performing the Agreement, this DPA and/or other contracts executed by the Parties, including, providing the Service(s) to Customer and providing support and technical maintenance, if agreed in the Agreement
• For Prompt Gate to comply with documented reasonable instructions provided by Customer where such instructions are consistent with the terms of the Agreement.

Duration of Processing. Subject to any Section of the DPA and/or the Agreement dealing with the duration of the Processing and the consequences of the expiration or termination thereof, Prompt Gate will Process Personal Data for the duration of the Agreement, unless otherwise agreed upon in writing.

Type of Personal Data. The types of Personal Data processed by Prompt Gate are determined by Customer and its users in connection with their use of the Services and may include, among others:

• Full name
• Email address
• Professional and employment-related information (e.g., job title, department, employer name);
• Any Personal Data contained within AI prompts (inputs) submitted to the Services and/or AI model responses (outputs) generated through the Services, as determined and configured by Customer;
• Log data, including AI prompt inputs and model outputs, where Customer has enabled the log retention feature;
• Any other categories of Personal Data that Customer and/or its authorized users choose to submit to allow Prompt Gate to provide its Services

Categories of Data Subjects.

• Customer’s users authorized by Customer to use the Services
• Employees, agents, advisors, freelancers of Customer (who are natural persons)

The frequency of the transfer. Continuous basis or one-off

The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period. As described in this DPA and/or the Agreement

For transfers to (sub-) processors. As detailed in Schedule 2.

SCHEDULE 2 – SUB-PROCESSOR LIST

SCHEDULE 3 - STANDARD CONTRACTUAL CLAUSES

EU SCCs. If the Processing of Personal Data includes transfers from the EU to countries outside the EEA which do not offer adequate level of data protection or which have not been subject to an Adequacy Decision, the Parties shall comply with Chapter V of the GDPR. The Parties hereby agree to execute the Standard Contractual Clauses as follows:

a) The Standard Contractual Clauses (Controller-to-Processor and Processor to Processor) as applicable, will apply, with respect to restricted transfers between Customer and Prompt Gate that are subject to the GDPR.

b) The Parties agree that for the purpose of transfer of Personal Data between Customer (as Data Exporter) and Prompt Gate (as Data Importer), the following shall apply: (i) Clause 7 of the Standard Contractual Clauses shall be applicable; (ii) In Clause 9, option 2 shall apply and the method described in Section ‎5 of the DPA (Authorization Regarding Sub-Processors) shall apply; (iii) Clause 11 of the Standard Contractual Clauses shall be not applicable; (iv) In Clause 13: the relevant option applicable to the Customer, as informed by Customer to Prompt Gate; (v) In Clause 17, option 1 shall apply. The Parties agree that the Standard Contractual Clauses shall be governed by the laws of Irland; and (vi) In Clause 18(b) the Parties choose the courts of Dublin, Irland, as their choice of forum and jurisdiction.

c) Annex I.A: With respect to Module Two: (i) Data Exporter is Customer as a data controller and (ii) the Data Importer is Prompt Gate as a data processor. With respect to Module Three: (i) Data Exporter is Customer as a data processor and (ii) the Data Importer is Prompt Gate as a data processor (sub-processor). Data Exporter and Data Importer Contact details: As detailed in the Agreement. Signature and Date: By entering into the Agreement and this DPA, each Party is deemed to have signed these Standard Contractual Clauses incorporated herein, including their Annexes, as of the Effective Date of the DPA.

d) Annex I.B of the Standard Contractual Clauses shall be completed as described in Schedule 1 (Details of the Processing) of this DPA.

e) Annex II of the Standard Contractual Clauses shall be completed as described in the Security Documentation.

f) Annex III of the Standard Contractual Clauses shall be completed with the authorized sub-processors detailed in Schedule 2 (Sub-processor list) of this DPA.

UK SCCs. If the Processing of Personal Data includes transfers from the UK to countries which do not offer adequate level of data protection or which have not been subject to an Adequacy Decision, the Parties shall comply with Article 45(1) of the UK GDPR and Section 17A of the Data Protection Act 2018. The Parties hereby agree to execute the International Data Transfer Addendum to the EU Commission Standard Contractual Clauses as follows:

a) The UK Standard Contractual Clauses (Controller-to-Processor and Processor to Processor) if applicable, will apply with respect to restricted transfers between Customer and Prompt Gate that are subject to the GDPR.

b) The Parties agree that for the purpose of transfer of Personal Data between Customer (as Data Exporter) and Prompt Gate (as Data Importer), the following shall apply: (i) Clause 7 of the Standard Contractual Clauses shall be [applicable/not applicable]; (ii) In Clause 9, option 2 shall apply and the method described in Section ‎5 of the DPA (Authorization Regarding Sub-Processors) shall apply; (iii) Clause 11 of the Standard Contractual Clauses shall be [applicable/not applicable]; (iv) In Clause 17, option 1 shall apply. The Parties agree that the Standard Contractual Clauses shall be governed by the laws of England and Wales; and (v) In Clause 18(b) the Parties choose the courts of England and Wales. A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of any country in the UK. The Parties agree to submit themselves to the jurisdiction of such courts, as their choice of forum and jurisdiction. Which Parties may end this Addendum as set out in Section 19: Importer and/or Exporter, in accordance with the agreed terms of the DPA.

c) Annex I.A: With respect to Module Two: Data Exporter is Customer as a data controller and the Data Importer is Prompt Gate as a data processor. With respect to Module Three: Data Exporter is Customer as a data processor and the Data Importer is Prompt Gate as a data processor (sub-processor). Data Exporter and Data Importer Contact details: As detailed in the Agreement. Signature and Date: By entering into the Agreement and this DPA, each Party is deemed to have signed these UK Standard Contractual Clauses incorporated herein, including their Annexes, as of the Effective Date of the DPA.

d) Annex I.B of the UK Standard Contractual Clauses shall be completed as described in Schedule 1 (Details of the Processing) of this DPA.

e) Annex I.C of the UK Standard Contractual Clauses shall be completed as follows: The competent supervisory authority is the ICO supervisory authority.

f) Annex II of the UK Standard Contractual Clauses shall be completed as described in the Security Documentation.

g) Annex III of the UK Standard Contractual Clauses shall be completed with the authorized sub-processors detailed in Schedule 2 (Sub-processor list) of this DPA.