Data Processing Addendum

This Data Processing Addendum (“DPA”) supplements the Enterprise Terms of Use (the“Agreement”) entered into by and between the customer entity that is party to theAgreement   (“Customer”)   and   Entry   Inc.   (“Company”)   (together   with   Customer,   the“Parties”). This DPA incorporates the terms of the Agreement. Company may update thisDPA from time to time, and we will provide reasonable notice of any such updates. Anyterms not defined in this DPA shall have the meaning set forth in the Agreement.1. Definitions1.1 “Authorized Subprocessor” means a third-party entity engaged by Company to

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1. Definitions

1.1 “Authorized Subprocessor” means a third-party entity engaged by Company toprocess Personal Data in order to provide the Services and that has been approved byCustomer in accordance with Section 6.

1.2 “Company   Account   Data”   means   personal   data   that   relates   to   Company’srelationship with Customer, including the names or contact information of individualsauthorized by Customer to access Customer’s account and billing information of individualsthat Customer has associated with its account.

1.3 “Company Usage Data” means Service usage data collected and processed byCompany in connection with the provision of the Services, including without limitation dataused to identify the source and destination of a communication, activity logs, and similardata.  

1.4 “Data Privacy Framework” means, as applicable, EU-U.S. Data Privacy Framework,the UK Extension to the EU-U.S. Data Privacy Framework, and/or the Swiss-U.S. Data PrivacyFramework.  

1.5 “Data Subject” means a natural person whose Personal Data is protected byPrivacy Laws. For the avoidance of doubt, “Data Subject” includes the term “Consumer”under Privacy Laws.

1.6 “Data Subject Request” means a request from a Data Subject to exercise theirrights over Personal Data afforded pursuant to Privacy Laws.

1.7 “EU   SCCs”   means   standard   contractual   clauses   approved   by   the   EuropeanCommission in Commission Decision 2021/914 dated 4 June 2021, for transfers of personaldata to countries not otherwise recognized as offering an adequate level of protection forpersonal data by the European Commission (as amended and updated from time to time),as modified by Section 9 of this DPA.

1.8 “ex-EEA Transfer” means the transfer of Personal Data subject to the GDPR fromthe European Economic Area (the “EEA”), to a country where the transfer is not governedby an adequacy decision made by the European Commission in accordance with the relevantprovisions of the GDPR.

1.9 “ex-UK Transfer” means the transfer of Personal Data subject to Chapter V of theUK GDPR from outside the United Kingdom (the “UK”) where such transfer is not governedby an adequacy decision made by the Secretary of State in accordance with the relevantprovisions of the UK GDPR and the Data Protection Act 2018.

1.10 “Personal Data” means any information provided to Company by or on behalf ofCustomer in connection with the Services that relates to an identified or identifiable DataSubject and constitutes “personal data,” “personal information,” or equivalent term underPrivacy Laws.  

1.11 “Privacy Laws” means any applicable laws and regulations in any relevantjurisdiction relating to the processing of Personal Data including, each to the extentapplicable (i) the General Data Protection Regulation (Regulation (EU) 2016/679) (“EUGDPR”) and the EU GDPR as it forms part of the law of England and Wales by virtue ofsection 3 of the European Union (Withdrawal) Act 2018 (the “UK GDPR”) (together,collectively, the “GDPR”), (ii) the Swiss Federal Act on Data Protection, (iii) the UK DataProtection   Act   2018,   (iv)   the   Privacy   and   Electronic   Communications   (EC   Directive)Regulations 2003, and (v) U.S. state comprehensive privacy laws, such as the CaliforniaConsumer   Privacy Act, as amended by the California Privacy Rights Act of 2020 (the“CCPA”); in each case, as updated, amended or replaced from time to time. The terms“affiliates,”   “business   purpose,”   “Controller,”“Personal   Data   Breach,”   “Processor,”   “process”   or   “processing,”   “sell,”   “share,”   or “supervisory authority,” shall have the meanings set forth for those or equivalent termsunder Privacy Laws. For the avoidance of doubt, the terms “Controller” and “Processor”include “Business” and “Service Provider,” respectively, as defined in the CCPA.

1.12  “Standard Contractual Clauses” means, as applicable, the EU SCCs and the UKSCCs.

1.13 “UK Addendum” means the template International Data Transfer Addendum issuedby the Information Commissioner and laid before Parliament in accordance with s119A ofthe Data Protection Act 2018 on 2 February 2022 (as may be amended from time to time),as completed by Exhibit D.

1.14 “UK SCCs” means the EU SCCs, as amended by the UK Addendum.

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2. Role of the Parties; Description of Processing.

2.1 Except as expressly set forth in this DPA or the Agreement, with respect to PersonalData, Customer is the Controller and Company is a Processor, or to the extent Customer isa Processor to a third-party Controller, Company is a subprocessor.

2.2 Company shall process Personal Data only (i) for purposes set forth in the Agreement,(ii) in a manner consistent with the documented instructions provided by Customer, whichshall include the Agreement and this DPA, and (iii) as required by Privacy Laws or asupervisory   authority;   in   such   case,   Company   shall   inform   Customer   of   that   legalrequirement before processing to the extent legally permitted. The subject matter, nature,

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3. Customer’s Obligations.

Customer shall, in its use of the Services, at all times processPersonal Data, and provide instructions for the processing of Personal Data, in compliancewith Privacy Laws. Customer shall ensure that the processing of Personal Data in accordancewith Customer’s instructions will not cause Company to be in breach of the Privacy Laws.Customer is solely responsible for the accuracy, quality, and legality of (i) the Personal Dataprovided to Company by or on behalf of Customer, (ii) the means by which Customeracquired any such Personal Data, and (iii) the instructions it provides to Company regardingthe processing of such Personal Data. Customer shall not provide or make available toCompany any Personal Data in violation of the Agreement or otherwise inappropriate for thenature of the Services, and shall indemnify Company from all claims and losses in connectiontherewith. Company shall immediately notify Customer if an instruction, in Company’sopinion, infringes Privacy Laws or instruction of a supervisory authority.

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4.  Use of Personal Data.

Company shall not: (i) sell or share Personal Data; (ii) retain,use, or disclose Personal Data outside of Company’s direct business relationship withCustomer or for any purpose other for a business purpose under the CCPA on behalf ofCustomer or than as necessary to perform the Services for Customer pursuant to theAgreement, except as otherwise permitted in Agreement or by Privacy Laws; and (iii)combine Personal Data received from, or on behalf of, Customer with Personal Data that itreceives from, or on behalf of, another party or person, except as necessary to provide theServices or as otherwise instructed by Customer.  

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5. Audit.

5.1 Company shall maintain records sufficient to demonstrate its compliance with itsobligations under this DPA. Upon Customer’s written request at reasonable intervals, andsubject to reasonable confidentiality controls, Company shall, either (i) make available forCustomer’s review copies of certifications or reports demonstrating Company’s compliancewith prevailing data security standards applicable to the processing of Personal Data, or (ii)if the provision of reports or certifications pursuant to (i) is not reasonably sufficient underPrivacy Laws, allow Customer’s independent third party representative to conduct an auditor inspection of Company’s data security infrastructure and procedures that is sufficient todemonstrate Company’s compliance with its obligations under Privacy Laws, provided that(a) Customer provides reasonable prior written notice of any such request for an audit andsuch inspection shall not be unreasonably disruptive to Company’s business; (b) such auditshall only be performed during business hours and occur no more than once per calendaryear; and (c) such audit shall be restricted to data relevant to Customer. Customer shall beresponsible for the costs of any such audits or inspections, including without limitation areimbursement to Company for any time expended for on-site audits. If Customer andCompany have entered into Standard Contractual Clauses as described in Section  9 (Transfers of Personal Data), the parties agree that the audits described in Clause 8.9 of theEU SCCs shall be carried out in accordance with this Section 5.1.

5.2 To the extent permitted under Privacy Laws, if Customer determines that Companyis processing Personal Data in an unauthorized manner, Customer may, taking into accountnature of Company’s processing and the nature of the Personal Data processed by Companyon behalf of Customer, and  upon providing  prior written notice, take commerciallyreasonable and appropriate steps to stop and remediate such unauthorized processing asset forth in this DPA.

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6. Authorized Subprocessors.

6.1 Customer acknowledges and agrees that Company may (1) engage its affiliates aswell as the Authorized Subprocessors listed in Exhibit B to this DPA to access and processPersonal Data in connection with the Services and (2) from time to time engage additionalthird parties for the purpose of providing the Services, including without limitation theprocessing of Personal Data pursuant to Section 6.2. By way of this DPA, Customer providesgeneral written authorization to Company to engage subprocessors as necessary to perform

6.2 A list of Company’s current Authorized Subprocessors (the “List”) will be madeavailable to Customer, either attached hereto, at a link provided to Customer, via email orthrough another means made available to Customer.  Such List may be updated by Companyfrom time to time.  Company may provide a mechanism to subscribe to notifications of newAuthorized Subprocessors and Customer agrees to subscribe to such notifications whereavailable.  At least thirty (30) days before enabling any third party other than existingAuthorized Subprocessors to access or participate in the processing of Personal Data,Company will add such third party to the List and notify Customer via email. Customer mayobject to such an engagement by informing Company within ten (10) days of receipt of theaforementioned notice to Customer, provided such objection is in writing and based onreasonable grounds relating to data protection. If Customer does not object during thisperiod, that third party will be deemed an Authorized Subprocessor. Customer acknowledgesthat certain subprocessors are essential to providing the Services and that objecting to theuse of a subprocessor may prevent Company from offering the Services to Customer.

6.3 If Customer reasonably objects to an engagement in accordance with Section 6.2,and Company cannot provide a commercially reasonable alternative within a reasonableperiod of time, Customer may discontinue the use of the affected Service by providingwritten notice to Company.  Discontinuation shall not relieve Customer of any fees owed toCompany under the Agreement.

6.4 Company will enter into a written agreement with the Authorized Subprocessorimposing on the Authorized Subprocessor data protection obligations comparable to thoseimposed on Company under this DPA with respect to the protection of Personal Data.  Incase an Authorized Subprocessor fails to fulfill its data protection obligations under suchwritten  agreement  with  Company,  Company  will  remain  liable to  Customer  for theperformance of the Authorized Subprocessor’s- obligations under such agreement.

6.5 If Customer and Company have entered into Standard Contractual Clauses asdescribed in Section  9  (Transfers of Personal Data), (i) the above authorizations willconstitute Customer’s prior written consent to the subcontracting by Company of theprocessing of Personal Data if such consent is required under the Standard ContractualClauses, and (ii) the parties agree that the copies of the agreements with AuthorizedSubprocessors that must be provided by Company to Customer pursuant to Clause 9(c) ofthe EU SCCs may have commercial information, or information unrelated to the StandardContractual Clauses or their equivalent, removed by Company beforehand, and that suchcopies will be provided by Company only upon request by Customer.

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7. Confidentiality; Security of Personal Data.

7.1 Company shall ensure that any person it authorizes to process Personal Data hasagreed to protect Personal Data in accordance with Company’s confidentiality obligations inthe Agreement. Customer agrees that Company may disclose Personal Data to its advisers,auditors or other third parties as reasonably required in connection with the performance ofits obligations under this DPA, the Agreement, or the provision of Services to Customer.

7.2 Taking into account the state of the art, the costs of implementation and the nature,scope, context and purposes of processing as well as the risk of varying likelihood and

severity for the rights and freedoms of natural persons, Company shall maintain appropriatetechnical and organizational measures to ensure a level of security appropriate to the riskof processing Personal Data, as described in Exhibit C.

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8. Personal Data Breach.

8.1 In the event of a Personal Data Breach, Company shall, without undue delay, informCustomer of the Personal Data Breach and take such steps as Company in its sole discretiondeems necessary and reasonable to remediate such Personal Data Breach, to the extentthat remediation is within Company’s reasonable control.

8.2 In the event of a Personal Data Breach, Company shall, taking into account thenature of the processing and the information available to Company, provide Customer withreasonable   cooperation   and   assistance   necessary   for   Customer   to   comply   with   itsobligations under Privacy Laws with respect to notifying (i) the relevant supervisoryauthority or regulatory agency and (ii) Data Subjects affected by such Personal Data Breachwithout undue delay.

8.3 The obligations described in Sections 8.1 and 8.2 shall not apply in the event thata Personal Data Breach results from the actions or omissions of Customer. Company’sobligation to report or respond to a Personal Data Breach under Sections 8.1 and 8.2 will notbe construed as an acknowledgement by Company of any fault or liability with respect tothe Personal Data Breach.  

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9. Transfers of Personal Data.

9.1 The parties agree that Company may transfer Personal Data processed under thisDPA outside the EEA, the UK, or Switzerland as necessary to provide the Services. Customeracknowledges that Company’s primary processing operations take place in the UnitedStates, and that the transfer of Personal Data to the United States is necessary for theprovision of the Services to Customer. If Company transfers Personal Data protected underthis DPA to a jurisdiction for which the European Commission has not issued an adequacydecision, Company will ensure that appropriate safeguards have been implemented for thetransfer of Personal Data in accordance with Privacy Laws.

9.2 Ex-EEA Transfers   . The Parties agree that ex-EEA Transfers shall either be madepursuant to (i) the Data Privacy Framework to the extent the recipient of the ex-EEA Transferis certified accordingly, or (ii) the EU SCCs, which are deemed entered into (and incorporatedherein by reference) and completed as follows:

• 9.2.1 Module One (Controller to Controller) of the EU SCCs applies when Companyis processing Personal Data as a controller pursuant to Section 9 of this DPA.
• 9.2.2 Module Two (Controller to Processor) of the EU SCCs applies when Customeris a controller and Company is a processor of Personal Data in accordancewith Section 2 of this DPA.
• 9.2.3 Module Three (Processor to Subprocessor) of the EU SCCs applies whenCustomer is a processor and Company is a subprocessor of Personal Data inaccordance with Section 2 of this DPA.

9.3 For each module, where applicable the following applies:

• 9.3.1 The optional docking clause in Clause 7 does not apply. 9.3.2 In Clause 9, Option 1 (general written authorization) applies, and theminimum time period for prior notice of subprocessor changes shall be as setforth in Section 6.1 of this DPA.9.3.3 In Clause 11, the optional language does not apply. 9.3.4 All square brackets in Clause 13 are hereby removed. 9.3.5 In Clause 17 (Option 1), the EU SCCs will be governed by the laws of theRepublic of Ireland. 9.3.6 In Clause 18(b), disputes will be resolved before the courts of the Republic ofIreland. 9.3.7 Exhibit B    to this DPA contains the information required in Annex I of the EUSCCs.
• 9.3.2 In Clause 9, Option 1 (general written authorization) applies, and theminimum time period for prior notice of subprocessor changes shall be as setforth in Section 6.1 of this DPA.
• 9.3.3 In Clause 11, the optional language does not apply.
• 9.3.4 All square brackets in Clause 13 are hereby removed.
• 9.3.5 In Clause 17 (Option 1), the EU SCCs will be governed by the laws of theRepublic of Ireland.
• 9.3.6 In Clause 18(b), disputes will be resolved before the courts of the Republic ofIreland.
• 9.3.7 Exhibit B    to this DPA contains the information required in Annex I of the EUSCCs.
• 9.3.8 Exhibit C    to this DPA contains the information required in Annex II of the EUSCCs,9.3.9 By entering into this DPA, the Parties are deemed to have signed the EU SCCsincorporated herein, including their Annexes.

9.4 Ex-UK Transfers   .  The Parties agree that ex-UK Transfers shall either be madepursuant to (i) the Data Privacy Framework to the extent that recipient of the ex-UK Transferis certified accordingly, or (ii) the UK SCCs, which are deemed entered into and incorporatedherein by reference. The UK Addendum (including the EU SCCs incorporated into it) is (1)governed by the laws of England and Wales and (2) any dispute arising from it is resolvedby the courts of England and Wales.

9.5 Transfers from Switzerland   . The Parties agree that transfers from Switzerland shalleither be made pursuant to (i) the Data Privacy Framework to the extent that recipient ofthe transfer from Switzerland is certified accordingly, or (ii) the EU SCCs with the followingmodifications:

• 9.5.1 The   terms   “General   Data   Protection   Regulation”   or   “Regulation   (EU)2016/679” as utilized in the EU SCCs shall be interpreted to include theFederal Act on Data Protection of 19 June 1992 (the “FADP,” and as revisedas of 25 September 2020, the “Revised FADP”) with respect to data transferssubject to the FADP.
• 9.5.2 Clause 13 of the EU SCCs is modified to provide that the Federal DataProtection and Information Commissioner (“FDPIC”) of Switzerland shall haveauthority over data transfers governed by the FADP and the appropriate EUsupervisory authority shall have authority over data transfers governed bythe GDPR. Subject to the foregoing, all other requirements of Clause 13 shallbe observed.
• 9.5.3 The term “EU Member State” as utilized in the EU SCCs shall not beinterpreted in such a way as to exclude Data Subjects in Switzerland fromexercising their rights in their place of habitual residence in accordance withClause 18(c) of the EU SCCs.

9.6 Supplementary Measures   . In respect of any transfer of Personal data madepursuant to the Standard Contractual Clauses, the following supplementary measures shallapply:

• 9.6.1 As of the date of this DPA, Company has not received any formal legalrequests from any government intelligence or security service/agencies in thecountry to which the Personal Data is being exported, for access to (or forcopies of) such Personal Data (“Government Agency Requests”).
• 9.6.2 If Company receives a Government Agency Request, Company shall attemptto redirect the government agency to Customer. As part of this effort,Company   may   provide   Customer’s   basic   contact   information   to   thegovernment agency. If Company is compelled to disclose Personal Data, tothe extent legally permitted, Company shall notify Customer of the demandand reasonably cooperate to allow Customer to seek a protective order orother appropriate remedy. Company shall not voluntarily disclose PersonalData to any law enforcement or government agency. The Parties shalldetermine whether all or any transfers of Personal Data pursuant to this DPAshould be suspended in light of such a Government Agency Request.
• 9.6.3 The Parties will confer as appropriate to consider whether: (i) the protectionafforded by the laws of the country of Company to data subjects whosePersonal Data is being transferred is sufficient to provide broadly equivalentprotection to that afforded in the EEA or the UK, as applicable; (ii) additionalmeasures are reasonably necessary for the transfer to comply with PrivacyLaws; and (iii) it is still appropriate for Personal Data to be transferred to therelevant Company, taking into account all relevant information available,including guidance by supervisory authorities, to the Parties.
• 9.6.4 If either (i) any of the means of legitimizing a transfer cease to be valid or (ii)any supervisory authority requires transfers of Personal Data pursuant tothose means to be suspended, the Parties agree to amend the means oflegitimizing   transfers   in   accordance   with   Privacy   Laws.   To   the   extent necessary to ensure the enforceability of the Standard Contractual Clauses,the Parties shall execute the Standard Contractual Clauses as a separateagreement.

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10.Data   Protection   Assessments.  

Taking   into   account   the   nature   of   Company’sprocessing and the information available to Company, Company shall reasonably cooperatewith Customer to conduct any data protection or privacy impact assessments as requiredby   Privacy   Laws,   including   by   providing   Customer   with   information   and   documentsnecessary for such assessments that Customer cannot otherwise obtain without Company’sassistance. Notwithstanding the foregoing, Customer and Company each remain responsibleonly for the measures respectively allocated to them under Privacy Laws pertaining to anysuch assessment.

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11.Data Subject Request.

11.1  Company shall, to the extent permitted by Privacy Laws, notify Customerupon receipt of a Data Subject Request. If Company receives a Data Subject Request inrelation to Personal Data, Company will advise the Data Subject to submit their request toCustomer and Customer will be responsible for responding to such request, including, wherenecessary, by using the functionality of the Services. Customer is solely responsible forensuring that Data Subject Requests are communicated to Company, and, if applicable, forensuring that a record of consent to processing is maintained with respect to each DataSubject.

11.2 Company shall, at the request of Customer, and taking into account the nature ofthe processing applicable to any Data Subject Request, apply appropriate technical andorganizational measures to assist Customer in complying with Customer’s obligation torespond to such Data Subject Request and/or in demonstrating such compliance, wherepossible,  provided that  (i) Customer is itself unable to respond without  Company’sassistance and (ii) Company is able to do so in accordance with all applicable laws, rules,and regulations. Customer shall be responsible to the extent legally permitted for any costsand expenses arising from any such assistance by Company.

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12.Return or Destruction of Personal Data.

Upon the termination or expiration of theAgreement, at Customer’s choice, Company shall return or delete Personal Data, unlessfurther storage of such Personal Data is required or authorized by applicable law. If returnor destruction is impracticable or prohibited by law, rule or regulation, Company shall takemeasures to block such Personal Data from any further processing (except to the extentnecessary for its continued hosting or processing required by law, rule or regulation) andshall continue to appropriately protect the Personal Data remaining in its possession,custody, or control. If Customer and Company have entered into Standard ContractualClauses as described in Section 9 (Transfers of Personal Data), the parties agree that thecertification of deletion of Personal Data that is described in  Clause 8.1(d) and Clause 8.5of the EU SCCs (as applicable) shall be provided by Company to Customer only uponCustomer’s request.

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13.Company’s Role as a Controller.  

The parties acknowledge and agree that withrespect to Company Account Data and Company Usage Data, Company is an independentcontroller, not a joint controller with Customer. Company will process Company AccountData and Company Usage Data as a controller (i) to manage the relationship with Customer;(ii) to carry out Company’s core business operations, such as accounting, audits, taxpreparation and filing and compliance purposes; (iii) to monitor, investigate, prevent anddetect fraud, security incidents and other misuse of the Services, and to prevent harm toCustomer; (iv) for identity verification purposes; (v) to comply with legal or regulatoryobligations applicable to the processing and retention of Personal Data to which Companyis subject; and (vi) as otherwise permitted under Privacy Laws and in accordance with thisDPA and the Agreement. Company may also process Company Usage Data as a controllerto provide, optimize, and maintain the Services, to the extent permitted by Privacy Laws.Any processing by Company as a controller shall be in accordance with Company’s privacypolicy.

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14.Miscellaneous.  

In the event of any conflict or inconsistency among the followingdocuments, the order of precedence will be: (1) the applicable terms in the StandardContractual Clauses; (2) the terms of this DPA; (3) the Agreement, and (4) Company’sprivacy policy. Any claims brought in connection with this DPA will be subject to theAgreement, including, but not limited to, the exclusions and limitations set forth in theAgreement.

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Exhibit A

Details of Processing

Nature and Purpose of Processing:  Company will process Personal Data as necessary to provide the Services under the Agreement, for the purposes specified in the Agreement and this DPA, and in accordance with Customer’s instructions as set forth in this DPA. The nature of processing includes, without limitation:

Receiving data, including collection, accessing, retrieval, recording, and data entryHolding data, including storage, organization and structuringUsing data, including analysis, consultation, testing, automated decision making andprofiling

Updating data, including correcting, adaptation, alteration, alignment and combinationProtecting data, including restricting, encrypting, and security testingSharing data, including disclosure, dissemination, allowing access or otherwise makingavailable

Returning data to the data exporter or data subjectErasing data, including destruction and deletionOther (please provide details of other types of processing).

Duration of Processing: Company will process Personal Data as long as required (i) to provide the Services to Customer under the Agreement; (ii) for Company’s legitimate business needs; or (iii) by applicable law or regulation. Company Account Data and Company Usage Data will be processed and stored as set forth in Company’s privacy policy.

Categories of Data Subjects: Customer employees and vendors.Categories of Personal Data: Company processes Personal Data contained in Company Account Data, Company Usage Data, and any Personal Data provided by Customer (including any Personal Data Customer collects from its end users and processes through its use of the Services) or collected by Company in order to provide the Services or as otherwise set forth in the Agreement or this DPA. Categories of Personal Data include name, email address, employer name, and transaction data.

Sensitive Data or Special Categories of Data: None