Data Processing Agreement

Data Processing Agreement

Last Modified: April 1, 2025

This Insycle Data Processing Agreement and its Annexes (“DPA”) reflects the parties’ agreement with respect to the Processing of Customer Personal Data by us on behalf of you in connection with the Insycle Subscription Services under the Insycle Customer Terms of Service available at https://www.insycle.com/terms-of-service/ between you and us (also referred to in this DPA as the “Agreement”).

This DPA is incorporated into and forms part of the Agreement. In case of any conflict or inconsistency with the terms of the Agreement, this DPA will take precedence over other terms in the Agreement to the extent of such conflict or inconsistency.

We update these terms from time to time. If you have an active subscription to the Insycle Subscription Service, we will let you know when we do via email or via notification in your account.

The term of this DPA will follow the term of the Agreement. Terms not otherwise defined in this DPA will have the meaning as set forth in the Agreement.

Table of Contents:

1. Definitions
2. Customer Responsibilities
3. Insycle Obligations
4. Data Subject Requests
5. Sub-Processors
6. Data Transfers
7. Demonstration of Compliance
8. Additional Provisions for European Data
9. Additional Provisions for California Personal Information
10. General Provisions
11. Parties to this DPA

Annex 1 – Details of Processing
Annex 2 – Security Measures
Annex 3 – Sub-Processors
Annex 4 – International Data Transfer Addendum to the Standard Contractual Clauses

1. Definitions

“California Personal Information” means Customer Personal Data that is subject to the protection of the CCPA.

“CCPA” means California Civil Code Sec. 1798.100 et seq. (also known as the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020 or “CPRA”).

“Consumer”, “Business”, “Sell”, “Service Provider”, and “Share” will 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.

“Customer Personal Data” means Personal Data contained within Customer Data that Insycle Processes as a Processor on behalf of Customer.

“Customer Personal Data Breach” means a breach of Insycle’s security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Customer Personal Data transmitted, stored, or otherwise Processed by us and/or our Sub-Processors in connection with the provision of the Subscription Services. “Customer Personal Data Breach” will not include unsuccessful attempts or activities that do not compromise the security of Customer Personal Data, including unsuccessful log-in attempts, pings, port scans, denial of service attacks, and other network attacks on firewalls or networked systems.

“Data Protection Laws” means all applicable worldwide legislation relating to data protection and privacy which applies to the Processing of Customer Personal Data under the Agreement, including, without limitation, European Data Protection Laws, the CCPA, and other applicable U.S. federal and state privacy laws, in each case as amended, repealed, consolidated or replaced from time to time; with regard to Insycle, Data Protection Laws exclude laws governing Sensitive Information, as defined in the Agreement.

“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.

“European Data” means Customer Personal Data that is subject to the protection of 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) GDPR as it forms parts of the United Kingdom domestic law by virtue of Section 3 of the European Union (Withdrawal) Act 2018 (“UK GDPR”); and (iv) Swiss Federal Data Protection Act and its Ordinance (“Swiss DPA”); in each case, as may be amended, superseded or replaced.

“Instructions” means the written, documented instructions issued by Customer to Insycle, and directing Insycle to perform a specific or general action with regard to Customer Personal Data (including, but not limited to, depersonalizing, blocking, deletion, and making available).

“Permitted Affiliates” means any of your Affiliates that (i) are permitted to use the Subscription Services pursuant to the Agreement, but have not signed their own separate agreement with us and are not a “Customer” as defined under the Agreement, (ii) qualify as a Controller of Customer Personal Data, 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 protected similarly as personal data, personal information or personally identifiable information under applicable Data Protection Laws.

“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.

“Restricted Transfer” means transfer of Personal Data originating from Europe to a country that does not provide an adequate level of protection within the meaning of applicable European Data Protection Laws.

“Standard Contractual Clauses” means the standard contractual clauses annexed to the European Commission’s Decision (EU) 2021/914 of 4 June 2021 currently found at https://eur-lex.europa.eu/eli/dec_impl/2021/914/, as may be amended, superseded or replaced.

“Sub-Processor” means any Processor engaged by us or our Affiliates to assist in fulfilling our obligations with respect to the Processing of Customer Personal Data under the Agreement. Sub-Processors may include third parties or our Affiliates but will exclude any Insycle employee or consultant.

“Transparency Report” is the publicly available report including information regarding requests made by government agencies or law enforcement officials to obtain Personal Data from Insycle and that is located at https://www.insycle.com/transparencyreport or at such other URL as Insycle may provide from time to time.

“UK Addendum” means the International Data Transfer Addendum issued by the UK Information Commissioner under section 119A(1) of the Data Protection Act 2018 currently found at https://ico.org.uk/media/for- organisations/documents/4019539/international-data-transfer-addendum.pdf, as may be amended, superseded, or replaced.

2. Customer Responsibilities

a. Compliance with Laws. Within the scope of the Agreement and in your use of the Subscription Services, you will be responsible for complying with all requirements that apply to you under Data Protection Laws with respect to your Processing of Personal Data. In particular, but without prejudice to the generality of the foregoing, you acknowledge and agree that you will be solely responsible for: (i) the accuracy, quality, and legality of Customer Personal Data and the means by which you acquired such Customer Personal Data; (ii) complying with all necessary transparency and lawfulness requirements under Data Protection Laws for the collection and use of Customer Personal Data, including obtaining any necessary consents and authorizations, and honoring opt-out preferences; (iii) ensuring you have the right to transfer, or provide access to, Customer Personal Data to us for Processing in accordance with the terms of the Agreement (including this DPA); and (iv) complying with all laws applicable to your use of the Subscription Services and all content created, sent or managed through the Subscription Services. You will notify us without undue delay if you are not able to comply with your responsibilities under this ‘Compliance with Laws’ section or Data Protection Laws.

b. Customer Instructions. You are responsible for ensuring that your Instructions to us regarding the Processing of Customer Personal Data comply with applicable laws, including Data Protection Laws. The parties agree that the Agreement (including this DPA), together with your use of the Subscription Services in accordance with the Agreement, constitute your complete Instructions to us in relation to Insycle’s Processing of Customer Personal Data. Any additional instructions that you may provide during the Subscription Term must be mutually agreed in writing and must be consistent with the Agreement and the nature and lawful use of the Subscription Services.

c. Security. You are responsible for independently determining whether the data security provided for in the Subscription Services adequately meets your obligations under Data Protection Laws. You are also responsible for your secure use of the Subscription Services, including protecting the security of Personal Data in transit to and from the Subscription Services (including to securely backup or encrypt such data).

3. Insycle Obligations

a. Compliance with Instructions. We will only Process Customer Personal Data for the purposes described in this DPA or as otherwise agreed within the scope of your lawful Instructions, except where and to the extent otherwise required by applicable law. We are not responsible for compliance with any Data Protection Laws applicable to you or your industry that are not generally applicable to us.

b. Conflict of Laws. If we become aware that we cannot Process Customer Personal Data in accordance with your Instructions due to a legal requirement under any applicable law, we will (i) promptly notify you 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 Customer Personal Data) until such time as you issue new Instructions with which we are able to comply. If this provision is invoked, we will not be liable to you under the Agreement for any failure to perform the applicable Subscription Services until such time as you issue new lawful Instructions with regard to the Processing.

c. Security. We will implement and maintain appropriate technical and organizational measures that are designed to protect Customer Personal Data from Customer Personal Data Breaches, as described under Annex 2 to this DPA (“Security Measures”). Notwithstanding any provision to the contrary, we may modify or update the Security Measures at our discretion provided that such modification or update does not result in a material degradation in the protection offered by the Security Measures.

d. Confidentiality. We will ensure that any personnel whom we authorize to Process Customer Personal Data on our behalf is subject to appropriate confidentiality obligations (whether a contractual or statutory duty) with respect to that Customer Personal Data.

e. Customer Personal Data Breaches. We will notify you without undue delay after we become aware of any Customer Personal Data Breach and will provide timely information relating to the Customer Personal Data Breach as it becomes known or reasonably requested by you. At your request, we will promptly provide you with such reasonable assistance as necessary to enable you to notify relevant Customer Personal Data Breaches to competent authorities and/or affected Data Subjects, if you are required to do so under Data Protection Laws.

f. Deletion or Return of Customer Personal Data. We will delete or return all Customer Data, including Customer Personal Data (including copies thereof) Processed pursuant to this DPA, on termination or expiration of your Subscription Service in accordance with the procedures set out in the Agreement. This term will apply except where we are required by applicable law to retain some or all of the Customer Data, or where we have archived Customer Data on back-up systems, which data we will protect from any further Processing and delete in accordance with our deletion practices.

4. Data Subject Requests

The Subscription Services provide you with a number of controls that you can use to retrieve, correct, delete or restrict Customer Personal Data, which you can use to assist you in connection with your obligations under Data Protection Laws, including your obligations relating to responding to requests from Data Subjects to exercise their rights under Data Protection Laws (“Data Subject Requests”).

To the extent that you are unable to independently address a Data Subject Request through the Subscription Services, then upon your written request we will provide reasonable assistance to you to respond to any Data Subject Requests or requests from data protection authorities relating to the Processing of Customer Personal Data under the Agreement. You will reimburse us for the commercially reasonable costs arising from this assistance.

If a Data Subject Request or other communication regarding the Processing of Customer Personal Data under the Agreement is made directly to us, we will promptly inform you and will advise the Data Subject to submit their request to you. You will be solely responsible for responding substantively to any such Data Subject Requests or communications involving Customer Personal Data.

5. Sub-Processors

You agree we may engage Sub-Processors to Process Customer Personal Data on your behalf.

We have currently appointed, as Sub-Processors, the third parties listed in Annex 3 to this DPA. You may subscribe to receive notifications by email if we add or replace any Sub-Processors by completing the form available at https://www.insycle.com/subprocessors/. If you opt-in to receive such email, we will notify you at least 30 days prior to any such change.

We will give you the opportunity to object to the engagement of new Sub-Processors on reasonable grounds relating to the protection of Customer Personal Data within 30 days of notifying you. If you do notify us of such an objection, the parties will discuss your concerns in good faith with a view to achieving a commercially reasonable resolution. If no such resolution can be reached, we will, at our sole discretion, either not appoint the new Sub-Processor, or permit you to suspend or terminate the affected Subscription Service in accordance with the termination provisions of the Agreement without liability to either party (but without prejudice to any fees incurred by you prior to suspension or termination).

Where we engage Sub-Processors, we will impose data protection terms on the Sub- Processors that provide at least the same level of protection for Customer Personal Data as those in this DPA, to the extent applicable to the nature of the services provided by such Sub- Processors. We will remain responsible for each Sub-Processor’s compliance with the obligations of this DPA and for any acts or omissions of such Sub-Processor that cause us to breach any of our obligations under this DPA.

6. Data Transfers

You acknowledge and agree that we may access and Process Customer Personal Data on a global basis as necessary to provide the Subscription Service in accordance with the Agreement, and in particular that Customer Personal Data may be transferred to and Processed by Insycle in the United States and to other jurisdictions where Insycle and Sub-Processors have operations. Wherever Customer Personal Data is transferred outside its country of origin, each party will ensure such transfers are made in compliance with the requirements of Data Protection Laws.

7. Demonstration of Compliance

We will make all information reasonably necessary to demonstrate compliance with this DPA available to you and allow for and contribute to audits, including inspections conducted by you or your auditor in order to assess compliance with this DPA, where required by applicable law. You acknowledge and agree that you will exercise your audit rights under this DPA by instructing us to comply with the audit measures described in this ‘Demonstration of Compliance’ section. You acknowledge that the Subscription Services are hosted by our hosting Sub-Processors who maintain independently validated security programs (including SOC 2 and ISO 27001) and that our systems are regularly tested by independent third-party penetration testing firms. You’re your written request, we will supply (on a confidential basis) summary copies of our penetration testing report(s) to you so that you can verify our compliance with this DPA. At your written request, we will provide written responses (on a confidential basis) to all reasonable requests for information made by you that are necessary to confirm our compliance with this DPA, provided that you will not exercise this right more than once per calendar year unless you have reasonable grounds to suspect non-compliance with the DPA.

8. Additional Provisions for European Data

a. Scope. This ‘Additional Provisions for European Data’ section will apply only with respect to European Data that Insycle Processes on your behalf under the Agreement.

b. Roles of the Parties. When Processing European Data in accordance with your Instructions, the parties acknowledge and agree that you are the Controller of European Data and we are the Processor.

c. Instructions. If we believe that your Instruction infringes European Data Protection Laws (where applicable), we will inform you without delay.

d. Data Protection Impact Assessments and Consultation with Supervisory Authorities. To the extent that the required information is reasonably available to us, and you do not otherwise have access to the required information, we will provide reasonable assistance to you 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.

e. Data Transfers.

Insycle will not transfer European Data to any country or recipient not recognized as providing an adequate level of protection for Customer Personal Data (within the meaning of applicable European Data Protection Laws), 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) (i) transferring such data to a recipient that is covered by a suitable framework or other legally adequate transfer mechanism recognized by the relevant authorities or courts as providing an adequate level of protection for Customer Personal Data; (ii) to a recipient that has achieved binding corporate rules authorization in accordance with European Data Protection Laws; or (iii) to a recipient that has executed the Standard Contractual Clauses; in each case as adopted or approved in accordance with applicable European Data Protection Laws.

f. Transfer Mechanisms.

Where the transfer of Customer Personal Data between the parties involves a Restricted Transfer and European Data Protection Laws require putting in place appropriate safeguards, Insycle and Customer will comply with the following:

(A) Data Privacy Framework. Insycle participates in and certifies compliance with the Data Privacy Framework. Where and to the extent the Data Privacy Framework applies, Insycle will use the Data Privacy Framework to lawfully receive Customer Personal Data in the United States and will provide at least the same level of protection to such data as is required by the Data Privacy Framework Principles. We will inform you if we are unable to comply with this requirement.

(B) Standard Contractual Clauses. If European Data Protection Laws require that appropriate safeguards are put in place (for example, if the Data Privacy Framework does not cover the transfer and/or the Data Privacy Framework is invalidated), the Standard Contractual Clauses will be incorporated by reference and form part of the Agreement as follows:

(1) In relation to Customer Personal Data that Insycle Processes as a Processor: (i) the Module Two terms apply to the extent Customer is Controller and the Module Three terms apply to the extent Customer is a Processor of Customer Personal Data; (ii) in Clause 7, the optional docking clause applies; (iii) for purposes of Clause 8.1, Section 2.b of this DPA contains your complete Instructions for our Processing of Customer Personal Data; (iv) in Clause 8.5, the certification of deletion of Customer Personal Data shall be provided to you only upon your written request; (v) in Clause 9, Option 2 (general written authorization) applies and changes to Sub-Processors will be notified in accordance with the ‘Sub-Processors’ section of this DPA; (vi) in Clause 11, the optional language is deleted; (vii) in Clause 15.1(c), you agree that the Transparency Report and the mechanism to receive updates as set forth in the Transparency Report satisfies our requirement to inform you of requests we receive to disclose Customer Personal Data; (viii) in Clauses 17 and 18, the parties agree that the governing law and forum for disputes for the Standard Contractual Clauses will be determined in accordance with the ‘Governing Law’ section in 10.d. below, or, if such section does not specify an EU Member State, the Republic of Ireland (without reference to conflicts of law principles); (ix) the Annexes of the Standard Contractual Clauses will be deemed completed with the information set out in the Annexes of this DPA; (x) the supervisory authority that will act as competent supervisory authority will be determined in accordance with GDPR; and (xi) if and to the extent the Standard Contractual Clauses conflict with any provision of this DPA, the Standard Contractual Clauses will prevail to the extent of such conflict.

(2) In relation to Customer Personal Data that is subject to the UK GDPR, the Standard Contractual Clauses will apply in accordance with sub-section (1) and with the following modifications: (i) the Standard Contractual Clauses will be modified and interpreted in accordance with the UK Addendum, which will be incorporated by reference and form an integral part of the Agreement; (ii) Tables 1, 2 and 3 of the UK Addendum will be deemed completed with the information set out in the Annexes of this DPA and Table 4 will be deemed completed by selecting “neither party”; and (iii) any conflict between the terms of the Standard Contractual Clauses and the UK Addendum will be resolved in accordance with Section 10 and Section 11 of the UK Addendum.

(3) In relation to Customer Personal Data that is subject to the Swiss DPA, the Standard Contractual Clauses will apply in accordance with sub-section (1) and with the following modifications: (i) references to “Regulation (EU) 2016/679” will be interpreted as references to the Swiss DPA; (ii) references to “EU”, “Union” and “Member State” law will be interpreted as references to Swiss law; and (iii) references to the “competent supervisory authority” and “competent courts” will be replaced with the “Swiss Federal Data Protection and Information Commissioner ” and the “relevant courts in Switzerland”.

(4) In relation to Customer Personal Data that Insycle Processes as a Processor, you agree that by complying with our obligations under the ‘Sub-Processors’ section of this DPA, Insycle fulfills its obligations under Section 9 of the Standard Contractual Clauses. For the purposes of Clause 9(c) of the Standard Contractual Clauses, you acknowledge that we may be restricted from disclosing Sub-Processor agreements but we will use reasonable efforts to require any Sub-Processor we appoint to permit it to disclose the Sub-Processor agreement to you and will provide (on a confidential basis) all information we reasonably can. You also acknowledge and agree that you will exercise your audit rights under Clause 8.9 of the Standard Contractual Clauses by instructing us to comply with the measures described in the ‘Demonstration of Compliance’ section of this DPA.

(5) If Insycle cannot comply with its obligations under the Standard Contractual Clauses for any reason, and you intend to suspend or terminate the transfer of Personal Data to Insycle, you agree to provide us with reasonable notice to enable us to cure such non-compliance and reasonably cooperate with us to identify what additional safeguards, if any, may be implemented to remedy such non-compliance. If we have not or cannot cure the non-compliance, you may suspend or terminate the affected part of the Subscription Service in accordance with the Agreement without liability to either party (but without prejudice to any fees you have incurred prior to such suspension or termination).

(C) Alternative Transfer Mechanism. In the event that Insycle is required to adopt an alternative transfer mechanism under European Data Protection Laws, in addition to or other than the mechanisms described above, such alternative transfer mechanism will apply automatically instead of the mechanisms described in this DPA (but only to the extent such alternative transfer mechanism complies with European Data Protection Laws), and you agree to execute such other documents or take such action as may be reasonably necessary to give legal effect such alternative transfer mechanism.

9. Additional Provisions for California Personal Information

a. Scope. The ‘Additional Provisions for California Personal Information’ section of the DPA will apply only with respect to California Personal Information that Insycle Processes on your behalf under the Agreement.

b. Roles of the Parties. When processing California Personal Information in accordance with your Instructions, the parties acknowledge and agree that you are a Business and we are a Service Provider for the purposes of the CCPA.

c. Responsibilities. We certify that we will Process California Personal Information as a Service Provider strictly for the purpose of performing the Subscription Services under the Agreement (the “Business Purpose”) or as otherwise permitted by the CCPA, including as described in the ‘Usage Data’ section of our Privacy Policy. Further, we certify we will not (i) Sell or Share California Personal Information; (ii) Process California Personal Information outside the direct business relationship between the parties, unless required by applicable law; or (iii) combine the California Personal Information included in Customer Data with Personal Data that we collect or receive from another source (other than information we receive from another source in connection with our obligations as a Service Provider under the Agreement).

d. Compliance. We will (i) comply with obligations applicable to us as a Service Provider under the CCPA; (ii) provide the same level of privacy protection for California Personal Information as is required by the CCPA; and (iii) notify you if we make a determination that we can no longer meet our obligations as a Service Provider under the CCPA.

e. CCPA Audits. You will have the right to take reasonable and appropriate steps to help ensure that we use California Personal Information in a manner consistent with your obligations under the CCPA. Upon notice, you will have the right to take reasonable and appropriate steps in accordance with the Agreement to stop and remediate unauthorized use of California Personal Information.

f. Not a Sale. The parties acknowledge and agree that the disclosure of California Personal Information by the Customer to Insycle does not form part of any monetary or other valuable consideration exchanged between the parties.

10. General Provisions

a. Amendments. Notwithstanding anything else to the contrary in the Agreement and without prejudice to the ‘Compliance with Instructions’ or ‘Security’ sections of this DPA, we reserve the right to make any updates and changes to this DPA and the terms that apply in the ‘Amendment; No Waiver’ section of the Agreement will apply.

b. 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 will not be affected.

c. Limitation of Liability. Each party’s liability, taken in aggregate, arising out of or related to this DPA (including any other data processing agreements between the parties) and the Standard Contractual Clauses, where applicable, whether in contract, tort or under any other theory of liability, will be subject to the limitations and exclusions of liability set out in the ‘Limitation of Liability’ section of the Agreement and any reference in such section to the liability of a party means aggregate liability of that party under the Agreement (including this DPA)..

d. Governing Law. This DPA will be governed by and construed in accordance with the ‘Governing Law and Venue’ section of the Agreement, unless required otherwise by Data Protection Laws.

e. Assistance. With respect to any assistance provided to you by Insycle, including responses to requests from you hereunder and/or other assistance provided by Insycle to you under this DPA or the Data Protection Laws, you agree to reimburse Insycle for the commercially reasonable costs arising from such assistance and response to requests.

11. Parties to this DPA

a. Permitted Affiliates. By signing the Agreement, you enter into this DPA (including, where applicable, the Standard Contractual Clauses) on behalf of yourself and in the name and on behalf of your Permitted Affiliates. For the purposes of this DPA only, and except where indicated otherwise, the terms “Customer”, “you” and “your” will include you and such Permitted Affiliates.

b. 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.

c. Remedies. The parties agree that (i) solely the Customer entity that is the contracting party to the Agreement will exercise any right or seek any remedy 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 will 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 Instructions, authorizations and communications with us under the DPA and will be entitled to make and receive any communications related to this DPA on behalf of its Permitted Affiliates.

d. Other rights. The parties agree that you will, when reviewing our compliance with this DPA pursuant to the ‘Demonstration of Compliance’ section, take all reasonable measures to limit any impact on us and our 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.

EXECUTED BY THE PARTIES’ AUTHORIZED REPRESENTATIVES:

Annex 1 – Details of Processing

A. List of Parties

Data exporter:

The Customer, as defined in the Insycle Terms of Service (the “Agreement”):
*Name: _____________________
*Address: _____________________
*Contact person’s name, position and contact details: _____________________
Activities relevant to the data transferred under these Clauses: Processing of Personal Data in connection with Customer’s use of the Subscription Services under the Agreement.

Signature: _____________________ Date: _____________________
*Role of Customer (please select one option):
__ Controller (Module 2 – Controller to Processor)
__ Processor (Module 3 – Processor to Sub-Processor)
*Items marked with an asterisk must be completed by Customer prior to signature.

Data importer:

Name: Insycle Inc.
Address: 80 Leonard Street, New York, NY 10013
Contact person’s name, position and contact details: ______________________________
Email: ___________________; Phone Number: ____________________
Activities relevant to the data transferred under these Clauses: Processing of Customer Personal Data in connection with Customer’s use of the Subscription Services under the Agreement.

Signature: _____________________ Date: _____________________
Role (controller/processor):
__ Processor (Module 2 – Controller to Processor)
__ Sub-Processor (Module 3 – Processor to Sub-Processor)

B. Description of Transfer

Categories of Data Subjects whose Personal Data is Transferred

You may submit Customer Personal Data in the course of using the Subscription Service, the extent of which is determined and controlled by you in your sole discretion, and which may include, but is not limited to Customer Personal Data relating to the following categories of Data Subjects:

Your Contacts and other end users including your employees, contractors, collaborators, customers, prospects, suppliers and subcontractors. Data Subjects may also include individuals attempting to communicate with or transfer Customer Personal Data to your end users.

Categories of Personal Data Transferred

You may submit Personal Data to the Subscription Services, the extent of which is determined and controlled by you in your sole discretion, and which may include but is not limited to the following categories of Personal Data:

1. Contact Information (as defined in the Agreement).

2. Any other Personal Data (such as navigational data (including website usage information), email data, system usage data, application integration data, and other electronic data) submitted by, sent to, or received by you, or your end users, via the Subscription Services.

Sensitive Data transferred and applied restrictions or safeguards

The parties do not anticipate the transfer of sensitive data.

Frequency of the transfer

Continuous

Nature of the Processing

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

1. Storage and other Processing necessary to provide, maintain and improve the Subscription Services provided to you; and/or

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

Purpose of the transfer and further processing

We will Process Customer Personal Data as necessary to provide the Subscription Services pursuant to the Agreement, as further specified in the Order Form, and as further instructed by you in your use of the Subscription Services.

Period for which Personal Data will be retained

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

Annex 2 – Security Measures

Insycle currently observes the security practices described in this Annex 2.

Notwithstanding any provision to the contrary otherwise agreed to by data exporter, Insycle may modify or update these practices at its discretion provided that such modification and update does not result in a material degradation in the protection offered by these practices. All capitalized terms not otherwise defined herein shall have the meanings as set forth in the Agreement.

Data security and privacy is a top priority and concern for us, our customers, and their customers.

a) Access Control

i) Preventing Unauthorized Product Access

Outsourced processing: Insycle hosts its Service with outsourced cloud infrastructure providers. Additionally, Insycle maintains contractual relationships with vendors in order to provide the Service in accordance with our Data Processing Agreement. Insycle 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: Insycle 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: Insycle 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 Insycle’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

Insycle 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.

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

Penetration testing: We maintain relationships with industry-recognized penetration testing service providers for penetration testing of the Insycle web application at least annually. The intent of these penetration tests is to identify security vulnerabilities and mitigate the risk and business impact they pose to the in-scope systems.

iii) Limitations of Privilege & Authorization Requirements

Product access: A subset of Insycle’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. Access is enabled through “just in time” requests for access; all such requests are logged. Employees are granted access by role, and reviews of high risk privilege grants are initiated daily. Employee roles are reviewed at least once every six months.

Background checks: Where permitted by applicable law, Insycle employees undergo a third-party background or reference checks. In the United States, employment offers are contingent upon the results of a third-party background check. All Insycle employees are required to conduct themselves in a manner consistent with company guidelines, non-disclosure requirements, and ethical standards.

b) Transmission Control

In-transit: Insycle 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 Insycle products. Insycle’s HTTPS implementation uses industry standard algorithms and certificates.

At-rest: Insycle stores user passwords following policies that follow industry standard practices for security. Insycle stored data is encrypted at rest.

c) Input Control

Detection: Insycle 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. Insycle personnel, including security, operations, and support personnel, are responsive to known incidents.

Response and tracking: Insycle 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, Insycle will take appropriate steps to minimize product and Customer damage or unauthorized disclosure.

Communication: If Insycle becomes aware of unlawful access to Customer data stored within its products, Insycle will: 1) notify the affected Customers of the incident; 2) provide a description of the steps Insycle is taking to resolve the incident; and 3) provide status updates to the Customer contact, as Insycle deems necessary. Notification(s) of incidents, if any, will be delivered to one or more of the Customer’s contacts in a form Insycle selects, which may include via email or telephone.

d) Availability Control

Infrastructure availability: The infrastructure providers use commercially reasonable efforts to ensure a minimum of 99.95% 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 backups: All databases are backed up and maintained using at least industry standard methods. Data is backed up daily from the US-Eastern region to a US-Central region.

Disaster Recovery: Insycle maintains a disaster recovery plan that details how we sustain key product infrastructure in the event of a disaster. The disaster recovery plan is documented, updated, and tested annually as part of our SOC 2 compliance. The primary region is the US-East, and the secondary region is the US-Central.

System Reliability and Recovery: We provide real-time updates and historical data on system status via the Status Page.

Insycle’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 Insycle operations in maintaining and updating the product applications and backend while limiting downtime.

Annex 3 – Sub-Processors

Last Modified: April 1, 2025

This Annex 3 is incorporated into the DPA and the Agreement. The Controller has authorised the use of the following sub-processors:

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Annex 4

International Data Transfer Addendum to the Standard Contractual Clauses

Part 1: Tables

Table 1: Parties

Table 2: Selected SCCs, Modules and Selected Clauses

Table 3: Appendix Information

“Appendix Information” means the information which must be provided for the selected modules as set out in the Appendix of the Approved EU SCCs (other than the Parties), and which for this Addendum is set out in:

Table 4: Ending this Addendum when the Approved Addendum Changes

Part 2: Mandatory Clauses

This Addendum hereby incorporates that certain Part 2: Mandatory Clauses of the Approved Addendum, being 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 Section ‎‎18 of those Mandatory Clauses.