Last Updated: October, 2025

This Data Processing Addendum (“DPA”) forms part of the Master Subscription Agreement or other written or electronic agreements between  Insider and Customer (the “Agreement”) for the purchase of online services from  Insider (identified either as “Services” or otherwise in the applicable agreement, and hereinafter defined as “Services”) to reflect the parties’ agreement with regard to the Processing of Personal Data.

By signing the Agreement, Customer enters into this DPA on behalf of itself and, to the extent required under applicable Data Protection Laws and Regulations, in the name and on behalf of its Authorized Affiliates, if and to the extent  Insider processes Personal Data for which such Authorized Affiliates qualify as the Controller. For the purposes of this DPA only, and except where indicated otherwise, the term “Customer” shall include Customer and Authorized Affiliates. All capitalized terms not defined herein shall have the meaning set forth in the Agreement.

In the course of providing the Services to Customer pursuant to the Agreement,  Insider may Process Personal Data on behalf of Customer, and the Parties agree to comply with the following provisions with respect to any Personal Data, each acting reasonably and in good faith. For the avoidance of doubt, each reference to the DPA in this DPA means this DPA including its Schedules.

DATA PROCESSING TERMS

1. DEFINITIONS

“Authorized Affiliate” means any of Customer’s Affiliate(s) which (i) is subject to the data protection laws and regulations of the European Union, the European Economic Area and/or their member states and/or the United Kingdom, and (ii) is permitted to use the Services pursuant to the Agreement between Customer and  Insider but has not signed its own Order Form with  Insider and is not a “Customer” as defined under the Agreement.

“CCPA” means the California Consumer Privacy Act 2018, Cal. Civ. Code § 1798.100 et seq., and its implementing regulations, as the same may be amended from time to time.

“Controller” means the entity which determines the purposes and means of the Processing of Personal Data.

“Customer Data” means what is defined in the Agreement as “Customer Data.”

“Data Protection Laws and Regulations” means all laws and regulations, including GDPR and CCPA, applicable to a Party in its use or provision of the Services, in connection with the Processing of Personal Data under the Agreement.

“Data Subject” means the identified or identifiable natural person to whom Personal Data relates.

“Data Subject Right” means any right afforded to a Data Subject under Data Protection Laws and Regulations, including the rights to access, rectify, restrict the Processing of Personal Data, erasure (including the right to be forgotten), data portability, objecting to the Processing, or to not be subject to an automated individual decision making.

“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” means any information relating to an identified or identifiable natural person where such data is Customer Data. “Processing” 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” means the entity which Processes Personal Data on behalf of the Controller.

“Personal Data Breach” means a security breach leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data, transmitted, stored or otherwise Processed by  Insider or its Sub-processors of which Insider becomes aware.

“Security, Privacy and Architecture Datasheet” means the Security, Privacy and Architecture Datasheet for the  Insider Services, as updated from time to time.

“Standard Contractual Clauses” or “SCC” means the agreement by and between Customer and  Insider, pursuant to the European Commission’s decision on Standard Contractual Clauses for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection, a copy of which can be found at https://www.useinsider.com/legal.

“Sub-processor” means any Processor engaged by  Insider or its Affiliates engaged in the Processing of Personal Data.

“AI Systems” means any artificial‑intelligence models, machine‑learning algorithms, large‑language models, predictive‑analytics tools

or similar technologies that Insider uses, provides or otherwise makes available in connection with the Services.

“AI Outputs” means any content, dataset, analysis, recommendation, classification, prediction, insight, report or other material that is generated, derived from or otherwise influenced by AI Systems.

2. PROCESSING OF PERSONAL DATA

   1. Details of the Processing. The parties acknowledge and agree that with regard to the Processing of Personal Data, Customer is the Controller,  Insider is the Processor and that  Insider or its Affiliates engaged in the Processing of Personal Data will engage Sub- processors pursuant to the requirements set forth in Schedule 2 “Sub-processors” below. The subject- matter of Processing of Personal Data by  Insider is the performance of the Services pursuant to the Agreement. The duration of the Processing, the nature and purpose of the Processing, the types of Personal Data and categories of Data Subjects Processed under this DPA are further specified in Schedule 3 (Details of the Processing) to this DPA.

   2. Customer’s Processing of Personal Data. Customer shall, in its use of the Services, Process Personal Data in accordance with the requirements of Data Protection Laws and Regulations. For the avoidance of doubt, Customer’s instructions for the Processing of Personal Data shall comply with Data Protection Laws and Regulations. This DPA and the Agreement are, at the time of signature of the Agreement, Customer’s complete and final documented instructions to  Insider for the Processing of Personal Data, and Customer’s configuration of the Services shall constitute an additional instruction to  Insider. Any additional or alternate instructions must be agreed upon separately. Customer shall have sole responsibility for the accuracy, quality, and legality of Personal Data and the means by which Customer acquired the Personal Data.

   3. Insider’s Processing of Personal Data.  Insider shall treat Personal Data as Confidential Information and shall only Process Personal Data on behalf of Customer and in accordance with Customer’s documented instructions for the following purposes: (i) Processing in accordance with the Agreement and applicable Order Form(s); (ii) Processing initiated by Users in their use of the Services; and (iii) Processing to comply with other documented reasonable instructions provided by Customer (e.g., via email) where such instructions are consistent with the terms of the Agreement.  Insider will Process Personal Data in compliance with applicable Data Protection Laws and Regulations, provided however that  Insider shall not be in violation of this contractual obligation in the event that  Insider’s Processing of Personal Data in non-compliance with applicable Data Protection Laws and Regulations is due to Customer.  Insider shall maintain and regularly update a comprehensive Register of Processing Activities (RoPA), including all processing activities related to the MindBehind service, clearly documenting  Insider’s deletion policies and its technical and organizational measures in accordance with Article 30(2) GDPR.

3. RIGHTS OF DATA SUBJECTS

   1. Data Subject Requests.  Insider shall, to the extent legally permitted and to the extent  Insider has been able to identify that the request comes from a Data Subject whose Personal Data was submitted to the Services by Customer, promptly notify Customer if Insider receives a request from a Data Subject in relation to the exercise of any Data Subject Right (“Data Subject Request”).  Insider will confirm to the Data Subject that it has passed the request to the Customer, but  Insider shall not handle or execute the Data Subject Request.

   2. Taking into account the nature of the Processing,  Insider shall assist Customer by providing appropriate and necessary 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.

4. INSIDER PERSONNEL

   1. Confidentiality.  Insider shall ensure that its personnel engaged in the Processing of Personal Data are informed of the confidential nature of the Personal Data, have received appropriate training on their responsibilities and have executed written confidentiality agreements.  Insider shall ensure that such confidentiality obligations survive the termination of the personnel engagement.

   2. Reliability. Insider shall take commercially reasonable steps to ensure the reliability of any Insider personnel engaged in the Processing of Personal Data.

   3. Limitation of Access.  Insider shall ensure that  Insider’s access to Personal Data is limited to those personnel performing Services in accordance with the Agreement.

   4. Data Protection Officer.  Insider has appointed a data protection officer for  Insider and its Affiliates. The appointed person can be reached at privacy@useinsider.com.
      

5. SUB-PROCESSORS

   1. Appointment of Sub-processors. Customer acknowledges and agrees that (a)  Insider’s Affiliates may be retained as Sub- processors; and (b)  Insider and  Insider’s Affiliates respectively may engage third-party Sub-processors in connection with the provision of the Services.  Insider or a  Insider’ Affiliates has entered into a written agreement with each Sub-processor containing data protection obligations not less protective than those in this DPA with respect to the protection of Personal Data to the extent applicable to the nature of the product or/and services provided by such Sub-processor.

   2. List of Current Sub-processors and Notification of New Sub-processors. Attached hereto as Schedule 2 is a current list of Sub- processors for the Services. Such Sub-processors list shall include the identities of those Sub-processors, their country of location as well as the type of processing they perform.  Insider will notify Customer of a new Sub-processor(s) before authorizing any new Sub- processor(s) to Process Personal Data in connection with the provision of the applicable Services.

   3. Objection Right for New Sub-processors. Customer may object to Insider’s use of a new Sub-processor by notifying Insider promptly in writing within ten (10) business days after receipt of  Insider’s notice in accordance with Schedule 2. In the event Customer objects to a new Sub-processor, as permitted in the preceding sentence,  Insider will use reasonable efforts to make available to Customer a change in the Services or recommend a commercially reasonable change to Customer’s configuration or use of the Services to avoid Processing of Personal Data by the objected-to new Sub-processor without unreasonably burdening Customer. If Insider is unable to make available such change within a reasonable period of time, which shall not exceed thirty (30) days, Customer may terminate the applicable Order Form(s) with respect only to those Services which cannot be provided by  Insider without the use of the objected-to new Sub-processor, by providing written notice to  Insider.  Insider will refund to Customer any prepaid fees covering the remainder of the term of such Order Form(s) following the effective date of termination with respect to such terminated Services, without imposing a penalty for such termination on Customer.

   4. Liability for Sub-processors. Insider shall be liable for the acts and omissions of its Sub-processors to the same extent Insider would be liable if performing the services of each Sub-processor directly under the terms of this DPA.

6. SECURITY

   1. Controls for the Protection of Customer Data.  Insider shall maintain appropriate technical and organizational measures for protection of the security (including protection against Personal Data Breach), confidentiality and integrity of Customer Data, as set forth in the Security, Privacy and Architecture Datasheet attached hereto as Schedule 1.  Insider regularly monitors compliance with these measures. Customer is responsible for reviewing the information made available by  Insider relating to data security and making an independent determination as to whether the Services meet Customer’s requirements and legal obligations under Data Protection Laws and Regulations. Customer acknowledges that the security measures described within the Security, Privacy and Architecture Datasheet are subject to technical progress and development and that  Insider may update or modify such document from time to time provided that such updates and modifications do not result in a material decrease of the overall security of the Services during a subscription term.

   2. Customer Data Incident Management and Notification. Insider maintains security incident management policies and procedures specified in the Security, Privacy and Architecture Datasheet and shall notify Customer without undue delay after becoming aware of a Personal Data Breach.  Insider shall provide information to Customer necessary to enable Customer to comply with its obligations under Data Protection Laws and Regulations in relation to such Personal Data Breach. The content of such communication to Customer will (i) include the nature of Processing and the information available to  Insider, and (ii) take into account that under applicable Data Protection Laws and Regulations, Customer may need to notify regulators or individuals of the following:

(a) a description of the nature of the Personal Data Breach including, where possible, the categories and approximate number of individuals concerned and the categories and approximate number of Personal Data records concerned; (b) a description of the likely consequences of the Personal Data Breach; and (c) a description of the measures taken or proposed to be taken to address the Personal Data Breach, including, where appropriate, measures to mitigate its possible adverse effects.  Insider shall make commercially reasonable efforts to identify the cause of such Personal Data Breach and take those steps as  Insider deems necessary and reasonable in order to remediate the cause of such Personal Data Breach to the extent the remediation is within  Insider’s reasonable control. The obligation to remediate the cause of a Personal Data Breach shall not apply to Personal Data Breaches that are caused by Customer or Customer’s Users.

6.3. Third-Party Certifications and Audits.  Insider has obtained the third-party certifications and audits set forth in the Security, Privacy and Architecture Datasheet. Upon Customer’s written request at reasonable intervals, and subject to the confidentiality obligations set forth in the Agreement,  Insider shall make available to Customer (or Customer’s independent, third-party auditor that

is not a competitor of  Insider and that is subject to confidentiality obligations substantially similar to those set forth in the Agreement) a copy of  Insider’s then most recent third-party audits or certifications, as applicable, that  Insider makes available to its customers generally.

7. RETURN AND DELETION OF CUSTOMER DATA

Insider shall return Customer Data by enabling Customer to export its Customer Data as set forth in the Agreement and shall delete Customer Data, in accordance with this DPA, the Agreement, applicable laws and the Documentation.

8. AFFILIATES

   1. Relationship between  Insider and Customer’s Authorized Affiliates. The parties acknowledge and agree that, by executing the Agreement, 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 an independent DPA between  Insider and each such Authorized Affiliate, subject to the provisions of the Agreement and this Section 8 and Section 9. Each Authorized Affiliate agrees to be bound by the obligations under this DPA and, to the extent applicable, the Agreement. For sake of clarity, an Authorized Affiliate is not and does not become a party to the Agreement and is only a party to this DPA. All access to and use of the Services by Authorized Affiliates must comply with the terms and conditions of the Agreement and any violation of the terms and conditions of the Agreement by an Authorized Affiliate shall be deemed a violation by Customer.

   2. Communication. The Customer that is the contracting party to the Agreement shall remain responsible for coordinating all communication with  Insider under this DPA and be entitled to make and receive any communication in relation to this DPA on behalf of its Affiliates and Authorized Affiliates.

   3. Data Controller Rights of Affiliates and Authorized Affiliates. Any Affiliate or Authorized Affiliate shall, to the extent required under applicable Data Protection Laws and Regulations, be entitled to exercise the rights and seek remedies under this DPA, subject to the following:

Except where applicable Data Protection Laws and Regulations require the Affiliate or Authorized Affiliate to exercise a right or seek any remedy under this DPA against  Insider directly by itself, the parties agree that:

1. solely the Customer that is the contracting party to the Agreement shall exercise any such right (including any Audit right) or seek any such remedy on behalf of such Affiliate or Authorized Affiliate,

2. the Customer that is the contracting party to the Agreement shall exercise any such rights under this DPA not separately for each Affiliate or Authorized Affiliate individually but in a combined manner for all of its Affiliate and Authorized Affiliates together, and

3. when carrying out an on-site Audit, take all reasonable measures to limit any impact on  Insider and its Sub- Processors by combining, to the extent reasonably possible, several Audit requests carried out on behalf of different Affiliate and Authorized Affiliates in one single Audit.

For the purpose of this Section 8.3, an Affiliate signing an Order Form with   Insider is not deemed “Customer”.

9. LIMITATION OF LIABILITY

   1. Each party’s and all of its Affiliates’ liability, taken together in the aggregate, arising out of or related to this DPA, and all DPAs between Authorized Affiliates and  Insider, whether in contract, tort or under any other theory of liability, is subject to the ‘Limitation of Liability’ section of the Agreement, and any reference in such section to the liability of a party means the aggregate liability of that party and all of its Affiliates under the Agreement and all DPAs together.

9.2. Without prejudice to any other provision of this DPA and subject always to the “Limitation of Liability” section of the Agreement, and to the maximum extent permitted by applicable law,  Insider shall have no liability for any loss, damage, harm, penalty, cost, claim, or legal or regulatory violation—whether direct, indirect, incidental, consequential, exemplary, punitive, special, regulatory, or reputational—arising out of or in connection with the Customer’s use of, reliance upon, or disclosure of any output, insight, suggestion, recommendation, prediction, summary, classification, explanation, risk assessment, decision proposal, content generation, data transformation, or any other result, guidance, analysis, or information produced by the AI Systems (each, an “AI Output”).

10. USE OF ARTIFICIAL INTELLIGENCE

    1. Customer Due Diligence Obligation. The Customer acknowledges and accepts that any result, insight, suggestion, recommendation, prediction, summary, classification, explanation, risk assessment, decision proposal, content generation, data transformation, or other guidance, analysis, or information produced by the AI Systems (each, an “AI Output”) may be imprecise, inaccurate, misleading, contextually inappropriate, or non compliant with applicable laws or regulations. The Customer therefore agrees
       

to exercise independent judgement, oversight, and due diligence before using, relying on, or distributing any AI Output.

2. No AI Training on Customer Data.  Insider shall not use any Customer Data—including prompts, inputs, AI Outputs, or other Personal Data—for the purpose of training, fine‑tuning, or otherwise developing or improving any artificial‑intelligence or machine‑learning models, whether proprietary to  Insider or provided by a third party, except where the Parties have expressly agreed otherwise, or where a contrary provision is set out in other documentation governing the  Insider Services. This restriction applies irrespective of whether the data is anonymised, pseudonymised, or aggregated, and will remain in effect for the Term of the Agreement.

3. Permitted AI Processing. Except where the Parties have expressly agreed otherwise or where a contrary provision is set out in other documentation governing the  Insider Services, any Processing of Customer Data by or through the AI Systems shall be undertaken solely (i) to deliver the Services under the Agreement, (ii) in accordance with the Customer’s documented instructions, and

(iii) in full compliance with applicable Data Protection Laws and Regulations.

4. Automated Decisions. Where the use of AI Systems constitutes an Automated Decision Making operation that produces legal or similarly significant effects on Data Subjects,  Insider shall not perform such Processing unless expressly requested in writing by the Customer and subject to appropriate safeguards, such as human oversight, transparency, and—where required—data protection impact assessments.

5. Documentation and Cooperation. Upon the Customer’s reasonable written request,  Insider shall (i) provide available technical, organisational, and legal documentation regarding its AI related Processing activities and (ii) cooperate in good faith with the Customer in connection with any data protection impact assessment or regulatory inquiry concerning the AI Systems. Also,  Insider shall provide reasonable technical, administrative, and organizational assistance upon Customer’s request to facilitate the Customer’s conduct of Data Protection Impact Assessments (DPIAs), particularly regarding the use of AI-driven features such as MindBehind, in compliance with applicable Data Protection Laws.

6. AI Transparency and Output Ownership

   1. Model Transparency. Upon the Customer’s reasonable written request,  Insider shall disclose the categories of artificial intelligence and machine learning models used within the Services and indicate whether such models are proprietary to  Insider or sourced from third party vendors, provided that Insider is not required to reveal trade secrets, model architectures, or other commercially sensitive information.

   2. Material Changes.  Insider shall give the Customer prior notice of any material change to the AI Systems that would significantly alter the scope or nature of the Processing of Customer Data, including switching AI providers, introducing new model types, or materially modifying automated decision logic.

   3. Output Ownership. Except where the parties have expressly agreed otherwise or where a contrary provision is set out in other documentation governing the  Insider Services,  Insider shall not acquire any ownership rights in AI Outputs generated by or on behalf of the Customer through use of the Services.  Insider may use such AI Outputs solely to deliver the Services under the Agreement and shall not exploit them for any other purpose without the Customer’s prior written authorisation. Nothing in this clause restricts  Insider from enhancing or developing its Services, provided that such enhancements do not use—or are not derived from— Customer Data or Customer specific AI Outputs without the Customer’s prior written consent.

11. EUROPEAN SPECIFIC PROVISIONS

    1. Data Protection Impact Assessment. Upon Customer’s request,  Insider shall provide Customer with reasonable cooperation and assistance needed to fulfill Customer’s obligation under the GDPR to carry out a data protection impact assessment related to Customer’s use of the Services, to the extent Customer does not otherwise have access to the relevant information, and to the extent such information is available to  Insider.  Insider shall provide reasonable assistance to Customer in the cooperation or prior consultation with the Supervisory Authority (as defined in the GDPR) in the performance of its tasks relating to this Section 10.1 of this DPA, to the extent required under the GDPR.

    2. Infringing instructions.  Insider shall immediately inform the Customer if, in its opinion, an instruction infringes GDPR.

    3. European audit right. Where Customer or an Affiliate or an Authorized Affiliate is subject to the privacy laws of the European Union, Switzerland, the European Economic Area and/or their member states and the United Kingdom,  Insider shall allow for and contribute to audits and inspections (“Audits”) conducted by Customer (or Customer’s independent, third-party auditor that is not a competitor of  Insider and that is subject to confidentiality obligations substantially similar to those set forth in the Agreement), by providing any information regarding  Insider’s compliance with the obligations set forth in this DPA in the form of a copy of Insider’s then most recent third-party audits or certifications, as applicable, that  Insider makes available to its customers generally. Where Customer wishes to perform an on-site Audit, Customer may do so up to one (1) time per year, with at least three (3) week’s
       

advance written notice, unless otherwise required by Customer’s, or its Affiliate’s or Authorized Affiliate’s regulators or law applicable to either of them. If Customer requests an on-site Audit, the following terms shall apply: (a) such Audit shall be limited to facilities operated by  Insider, (b) such Audit shall not exceed one (1) business day; (c) before the commencement of any such Audit, Customer and  Insider shall mutually agree upon the scope, cost and timing of the Audit; and (d) Customer shall promptly notify  Insider with information regarding any non-compliance discovered during the course of an Audit.

4. Transfer mechanism(s) for data transfers. As of the Effective Date of this DPA, with regard to any transfers of Personal Data under this DPA from the European Union, Switzerland, the European Economic Area and/or their member states and the United Kingdom to countries which do not ensure an adequate level of data protection within the meaning of Data Protection Laws and Regulations of the foregoing territories, to the extent such transfers are subject to such Data Protection Laws and Regulations,  Insider makes available the following transfer mechanism(s) which shall apply, in the order of precedence as set out below, if applicable:

1. Any valid transfer mechanism pursuant to Chapter V “Transfers of personal data to third countries or international organizations” of the GDPR permitting transfer of EU Personal Data outside the EU to which  Insider would subscribe, certify or participate in.

2. The Standard Contractual Clauses, in accordance with the following terms:

   1. For purposes of the SCC, when and as applicable, Customer and any applicable Authorized Affiliates are each the data exporter, and Customer’s signing of this DPA or an Agreement referencing this DPA, or a Customer’s Affiliate signing an Order Form under an Agreement referencing this DPA, shall be treated as signing of the SCC and their appendices.  Insider’s signature of this DPA or an Agreement referencing this DPA shall be treated as signing of the SCC and their appendices. In the event of any conflict or inconsistency between this DPA and the SCC, the SCC shall prevail.

   2. Schedule 2 of this DPA represents Customer’s express consent regarding existing and new Sub-processors.

12. AMENDMENTS

Notwithstanding anything else to the contrary in the Agreement 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 Master Terms will apply.

13. 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.

14. CALIFORNIA CONSUMER PRIVACY ACT OF 2020

    1. The following shall apply for Customers subject to the CCPA:

1. All references to Data Protection Laws and Regulations in this DPA shall be deemed to include a reference to the CCPA;

2. All references to Personal Data in this DPA shall be deemed to include Personal Information, as defined in the CCPA, provided such data is Customer Data;

3. All references to “Controller” in this DPA shall be deemed to be references to “Business,” as defined in the CCPA;

4. All references to “Processor” in this DPA shall be deemed to be references to “Service Provider,” as defined in the CCPA;

5. Any capitalized term used in this Section 11 but not defined herein, shall have the meaning set forth in the CCPA.

2. Insider shall not Sell any Personal Information.

3. Insider will Process Personal Information solely as set forth in Section 2.3 (the “Business Purpose”), and shall not retain, use, or disclose the Personal Information for any purpose other than the Business Purpose.

4. Insider does not receive any Personal Information from Customer as consideration for Insider’s provision of the Services.

5. Insider certifies that it understands the restrictions set forth in this Section 11 and will comply with them. List of Schedules:

Schedule 1: Insider Security, Privacy and Architecture Datasheet Schedule 2: List of Sub-Processors as of the Effective Date Schedule 3: Details of the Processing

SCHEDULE 1

Insider Security, Privacy, and Architecture Information Security Datasheet

Introduction

The goal of this document is to provide high-level information to our customers regarding Insider’s commitment to security and data protection.

Insider’s Corporate Trust Commitment

Insider is committed to achieving and maintaining the trust of our customers. Our goal is to be as transparent as possible with our customers in offering state-of-the-art security and protections to meet and exceed expectations in today’s modern computing world. Policy Ownership

Insider has a documented information security policy that all employees must read and acknowledge. This policy is reviewed and updated annually. Security policy development, maintenance, and issuance is the responsibility of the Insider Security Team.

Insider Infrastructure

Insider hosts the Insider Services with Amazon Web Services in their EU-West-1 region, Ireland.

Third-Party Architecture

Insider may use one or more third-party content delivery networks to provide the  Insider Services and to optimize content delivery via the  Insider Services. Content items to be served to subscribers or end-users, such as images or attachments uploaded to the Insider Services, may be cached with such content delivery networks to expedite transmission. Information transmitted across a content delivery network may be accessed by that content delivery network solely to enable these functions.

Audits, Certifications, and Regulatory Compliance

Insider is ISO/IEC 27001 certified and has the SOC 2 Type 1 report.  Insider also enters into the EU Standard Contractual Clauses with its Customers who would like to be protected with applicable data transfer mechanisms under the GDPR.

Security Controls

1. Organization Security

Insider’s CTO is responsible for the overall security of the Insider Services, including oversight and accountability. Insider’s contracts with third-party hosting providers such as Amazon Web Services include industry-standard information protection requirements.

2. Asset Classification and Logical Access Control

Insider maintains an inventory of essential information assets such as servers, databases, and information. All Customer Data is classified as Confidential by  Insider.

Insider adopts the principle of least privilege for all accounts running application or database services, as well as with its own staff. Insider maintains separate development, staging (or sandbox), user acceptance testing, and production environments access to each environment and within each environment is strictly controlled.

Access to  Insider’s servers are controlled via revocable SSH keys managed via configuration management and rotated at least annually. All access to  Insider’s servers or Customer Data is logged and can only be accessed through  Insider’s VPN, which uses multi-factor authentication. Database access is controlled via 24-character passwords with IP whitelisting.  Insider’s HR onboarding and off-boarding processes handle provisioning and de-provisioning of accounts and access.

3. Personnel Security

All employees at Insider sign a non-disclosure agreement when their employment begins. In addition, Insider conducts background checks of its employees as part of its onboarding process. All employees are informed of, and agree to comply with,  Insider’s security policies and practices as a part of their initial onboarding.

System administrators, developers and other users with privileged access receive special and ongoing training and are subjected to additional background screening.

4. Physical and Environmental Security

Access to  Insider facilities is controlled by 24-hour security. Additionally, all  Insider offices are protected by locked access and are under 24-hour video surveillance. All  Insider employee workstations are encrypted and password protected, and all  Insider user accounts require two-factor authentication.

Data centers and servers are managed and controlled by our Cloud hosting providers. Insider employees have no access to any of these data centers.

Details regarding the security practices & controls applicable to these facilities can be found at their websites: AWS: https://aws.amazon.com/security

5. Policies and Logging

The Insider Services are operated in accordance with the following procedures to enhance security:

• User passwords are never transmitted or stored in clear text

• Insider uses industry-standard methods to determine password validity

• Insider keeps audit logs for all access to production servers

• Server access is controlled via Amazon Web Services Identity and Access Management

• Logs are stored in a secure centralized host to prevent tampering

• Passwords are not logged under any circumstances

• All access to customer dashboard accounts by Insider Employees must be done through an internal service that is accessible via a 2-factor VPN only

• As part of Insider’s Employee Information Security Policy, employees may not store any Customer Data on removable media

6. Intrusion Detection

Insider monitors system, user, and file behavior across its infrastructure using a host-based Intrusion Detection System. Intrusion Detection alerts are monitored by the Security and DevOps teams 24/7. Additionally,  Insider may analyze data collected by users’ web browsers (e.g., device type, screen resolution, time zone, operating system version, browser type and version, system fonts, installed browser plug-ins, enabled MIME types, etc.) for security purposes, including to detect compromised browsers, to prevent fraudulent authentications, and to ensure that the  Insider Services function properly.

Insider’s APIs and Dashboard use strict role-based access controls and user permissioning. Unauthorized web requests and API calls are logged and automatically alert  Insider’s engineering team.

7. Security Logs

All Insider systems used in the provision of the Insider Services, including firewalls, routers, network switches, and operating systems log information to their respective system log facility in order to enable security reviews and analysis.

8. System Patching and Configuration Management

Insider patches its servers and rebuilds its entire cloud infrastructure from configuration management systems on a regular basis, which ensures that the latest patches are applied and that we “reset” back to a known, clean state.  Insider maintains multiple environments and tests changes in containerized development environments and in live staging environments before making changes to production environments.

9. Vulnerability Management

Insider’s infrastructure and applications are continuously scanned by a Vulnerability Management System. Alerts are monitored by our Security Team and addressed at least monthly by the  Insider Security Team.  Insider also maintains a list membership to various CVE vulnerability mailing lists. Patches and ‘critical’ and ‘high’ vulnerabilities are remediated no later than 30 days following discovery.

Insider also uses static code analysis tools during the build process (such as Brakeman and bundler-audit) to perform static security analysis.

10. Third-Party Penetration Testing

Insider undergoes a third-party penetration test of the  Insider Services on an annual basis.

11. Monitoring

For technical monitoring, maintenance and support processes, Insider uses a combination of tools to ensure that processes and servers are running properly, including but not limited to:

• Process monitoring

• CPU, disk, and memory monitoring

• Uptime monitoring

• Functional monitoring

• Database monitoring

• APM performance monitoring

• Latency monitoring

• Error monitoring

12. Customer Access Control

The Insider Services employ a variety of security controls. These include, but are not limited to:

• API IP Whitelisting – Defines the range of IP addresses from which a customer’s users can access the Insider API to prevent unauthorized third parties from accessing the Insider Services.

• All requests on the Insider Dashboard have cross-site request forgery (CSRF) protection. All web services use encrypted HTTPS
  

for all traffic and disallow all HTTP traffic via HTTP Strict Transport Security (“HSTS”).

• Failed login attempts are recorded and an account is locked out with the owner notified after multiple failed attempts.

13. Development and Maintenance

Insider uses tools such as GitHub to effectively manage the development lifecycle. During testing, Insider generates test accounts and fake data for testing. Insider does not use production data in test accounts.

Application source control is accomplished through private GitHub repositories.  Insider has controls in place to ensure that all code must be approved before being merged to  Insider’s main code branch; only authorized employees are granted access to promote code to production.

Insider developers receive additional security training as part of their onboarding, and undergo regular and periodic security training during the term of their employment.  Insider maintains a list of core security principles for engineering and high-level guidelines on security topics for secure software development.

14. Malware Prevention

Insider adopts the principle of least privilege for all accounts running application or database services. Proper change management ensures that only authorized packages are installed via a package management system containing only trusted software, and that software is never installed manually.

All  Insider employee computers have virus scanners installed and updated definitions sent out from a central device management platform.

15. Information Security Incident Management

Insider maintains written and regularly-audited security incident management policies and procedures, including an Incident Response Plan to be enacted in the event of an incident.

16. Data Encryption

The  Insider Services use industry-accepted encryption practices to protect Customer Data and communications during transmissions between a customer’s network and the  Insider Services, including 256-bit TLS Certificates and 4096-bit RSA public keys at a minimum.

Insider audits the TLS ciphers used in connection with the provision of the Services with third-party security auditors to ensure that anonymous or weak ciphers are not used. These audits also confirm that the Services do not allow client renegotiation, support downgrade attack protection and forward secrecy.

Data shipped to Amazon Web Services is encrypted in transit and at-rest using AES-256 encryption via Amazon’s managed encryption key process.

Where use of the Services requires a customer to provide access to third party services,  Insider performs additional encryption of that information.

17. Return and Deletion of Customer Data

The  Insider Services allow import, export, and deletion of Customer Data by authorized users at all times during the term of a customer’s subscription. Following termination or expiration of the Services,  Insider shall securely overwrite or delete Customer Data within 180 days following any such termination, in accordance with the Agreement, applicable laws and the Documentation.

18. Reliability and Backup

All networking components, SSL accelerators, load balancers, Web servers and application servers are configured in a redundant configuration. All Customer Data submitted to the  Insider Services is stored on a multiple database server with multiple active clusters for higher availability. All database servers replicate in near real-time and are backed up on a regular basis. Backups are encrypted using AES-256 encryption and verified for integrity.

19. Business Continuity Management and Disaster Recovery

Insider has a formal and documented Business Continuity Procedure and Disaster Recovery Plan, which is tested annually.  Insider tests database backups and failovers as part of our Business Continuity Plan.

20. Blocking Third Party Access

The  Insider Services have not been designed to include any backdoors or similar functionality that would allow the government or any third parties to access Customer Data. We do not voluntarily provide any government or other third party with encryption keys, or any other way to break our encryption.

21. Contacts

Insider’s Security Team can be reached by emailing security@useinsider.com.

SCHEDULE 2

SUB-PROCESSORS USED IN CONNECTION WITH THE INSIDER SERVICES

The list of sub-processors of Insider is available at https://useinsider.com/legal/subprocessors

SCHEDULE 3

DETAILS OF THE PROCESSING

Nature and Purpose of Processing

Insider will Process Personal Data as necessary to perform the Services pursuant to the Agreement, as further specified in the Documentation, and as further instructed by Customer in its use of the Services.

Duration of Processing

Subject to Section 7 of the DPA, Insider will Process Personal Data for the Term of the Agreement, unless otherwise agreed upon in writing.

Categories of Data Subjects

Customer may submit Personal Data to the Services, the extent of which is determined and controlled by Customer in its sole discretion, and which include Personal Data relating to the End Users.

Type of Personal Data

Customer may submit Personal Data to the Services, the extent of which is determined and controlled by Customer in its sole discretion, and which include the following categories of Personal Data:

Customer transaction information (order/request information)

Marketing information (information obtained through Insider Java Script which is cookie-similar tech) Click information

Duration of stay on the site/advertisement IP address

Although it is not included in the ordinary course of Insider Services, if Customer prefer to send the following data to use specific features of the Insider Services, Insider will process the following categories of Personal Data:

Contact Information (Email)

Identity information (Name, surname, age, gender)

MindBehind Service Specific Processing:

MindBehind provides NLP and LLM-supported communication solutions for customer interactions across messaging platforms. Insider ensures that any third-party AI providers involved in MindBehind services process Customer Data strictly in real-time without permanent storage.  Insider guarantees through contractual arrangements that such data will not be retained or utilized for AI training or any unrelated purpose.

ACCEPTED BY CUSTOMER

SIGNATURE: FULL NAME: TITLE: DATE:

ACCEPTED BY INSIDER ONE

SIGNATURE: FULL NAME: TITLE: DATE:

Appendix 1: STANDARD CONTRACTUAL CLAUSES

SECTION I

Clause 1

Purpose and scope

(a The purpose of these standard contractual clauses is to ensure compliance with the requirements of 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 (General Data Protection Regulation) () for the transfer of data to a third country.

2. The Parties:

   1. the natural or legal person(s), public authority/ies, agency/ies or other body/ies (hereinafter ‘entity/ies’) transferring the personal data, as listed in Annex I.A (hereinafter each ‘data exporter’), and

   2. the entity/ies in a third country receiving the personal data from the data exporter, directly or indirectly via another entity also Party to these Clauses, as listed in Annex I.A (hereinafter each ‘data importer’)

have agreed to these standard contractual clauses (hereinafter: ‘Clauses’).

3. These Clauses apply with respect to the transfer of personal data as specified in Annex I.B.

4. The Appendix to these Clauses containing the Annexes referred to therein forms an integral part of these Clauses.

Clause 2

Effect and invariability of the Clauses

1. These Clauses set out appropriate safeguards, including enforceable data subject rights and effective legal remedies, pursuant to Article 46(1) and Article 46(2)(c) of Regulation (EU) 2016/679 and, with respect to data transfers from controllers to processors and/or processors to processors, standard contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679, provided they are not modified, except to select the appropriate Module(s) or to add or update information in the Appendix. This does not prevent the Parties from including the standard contractual clauses laid down in these Clauses in a wider contract and/or to add other clauses or additional safeguards, provided that they do not contradict, directly or indirectly, these Clauses or prejudice the fundamental rights or freedoms of data subjects.

2. These Clauses are without prejudice to obligations to which the data exporter is subject by virtue of Regulation (EU) 2016/679.

Clause 3

Third-party beneficiaries

1. Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, with the following exceptions:

   1. Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;

   2. Clause 8.1(b), 8.9(a), (c), (d) and (e);

   3. Clause 9(a), (c), (d) and (e);

   4. Clause 12(a), (d) and (f);

   5. Clause 13;

   6. Clause 15.1(c), (d) and (e); (vii) Clause 16(e);

(viii) Clause 18(a) and (b).

2. Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.

Clause 4

Interpretation

1. Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that Regulation.

2. These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679.
   

3. These Clauses shall not be interpreted in a way that conflicts with rights and obligations provided for in Regulation (EU) 2016/679.

Clause 5

Hierarchy

In the event of a contradiction between these Clauses and the provisions of related agreements between the Parties, existing at the time these Clauses are agreed or entered into thereafter, these Clauses shall prevail.

Clause 6

Description of the transfer(s)

The details of the transfer(s), and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred, are specified in Annex I.B.

Clause 7 – Optional

Docking clause

1. An entity that is not a Party to these Clauses may, with the agreement of the Parties, accede to these Clauses at any time, either as a data exporter or as a data importer, by completing the Appendix and signing Annex I.A.

2. Once it has completed the Appendix and signed Annex I.A, the acceding entity shall become a Party to these Clauses and have the rights and obligations of a data exporter or data importer in accordance with its designation in Annex I.A.

3. The acceding entity shall have no rights or obligations arising under these Clauses from the period prior to becoming a Party.

SECTION II – OBLIGATIONS OF THE PARTIES

Clause 8

Data protection safeguards

The data exporter warrants that it has used reasonable efforts to determine that the data importer is able, through the implementation of appropriate technical and organisational measures, to satisfy its obligations under these Clauses.

1. Instructions

1. The data importer shall process the personal data only on documented instructions from the data exporter. The data exporter may give such instructions throughout the duration of the contract.

2. The data importer shall immediately inform the data exporter if it is unable to follow those instructions.

2. Purpose limitation

The data importer shall process the personal data only for the specific purpose(s) of the transfer, as set out in Annex I.B, unless on further instructions from the data exporter.

3. Transparency

On request, the data exporter shall make a copy of these Clauses, including the Appendix as completed by the Parties, available to the data subject free of charge. To the extent necessary to protect business secrets or other confidential information, including the measures described in Annex II and personal data, the data exporter may redact part of the text of the Appendix to these Clauses prior to sharing a copy, but shall provide a meaningful summary where the data subject would otherwise not be able to understand the its content or exercise his/her rights. On request, the Parties shall provide the data subject with the reasons for the redactions, to the extent possible without revealing the redacted information. This Clause is without prejudice to the obligations of the data exporter under Articles 13 and 14 of Regulation (EU) 2016/679.

4. Accuracy

If the data importer becomes aware that the personal data it has received is inaccurate, or has become outdated, it shall inform the data exporter without undue delay. In this case, the data importer shall cooperate with the data exporter to erase or rectify the data.

5. Duration of processing and erasure or return of data

Processing by the data importer shall only take place for the duration specified in Annex I.B. After the end of the provision of the processing services, the data importer shall, at the choice of the data exporter, delete all personal data processed on behalf of

the data exporter and certify to the data exporter that it has done so, or return to the data exporter all personal data processed on its behalf and delete existing copies. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit return or deletion of the personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process it to the extent and for as long as required under that local law. This is without prejudice to Clause 14, in particular the requirement for the data importer under Clause 14(e) to notify the data exporter throughout the duration of the contract if it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under Clause 14(a).

6. Security of processing

1. The data importer and, during transmission, also the data exporter shall implement appropriate technical and organisational measures to ensure the security of the data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access to that data (hereinafter ‘personal data breach’). In assessing the appropriate level of security, the Parties shall take due account of the state of the art, the costs of implementation, the nature, scope, context and purpose(s) of processing and the risks involved in the processing for the data subjects. The Parties shall in particular consider having recourse to encryption or pseudonymisation, including during transmission, where the purpose of processing can be fulfilled in that manner. In case of pseudonymisation, the additional information for attributing the personal data to a specific data subject shall, where possible, remain under the exclusive control of the data exporter. In complying with its obligations under this paragraph, the data importer shall at least implement the technical and organisational measures specified in Annex II. The data importer shall carry out regular checks to ensure that these measures continue to provide an appropriate level of security.

2. The data importer shall grant access to the personal data to members of its personnel only to the extent strictly necessary for the implementation, management and monitoring of the contract. It shall ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

3. In the event of a personal data breach concerning personal data processed by the data importer under these Clauses, the data importer shall take appropriate measures to address the breach, including measures to mitigate its adverse effects. The data importer shall also notify the data exporter without undue delay after having become aware of the breach. Such notification shall contain the details of a contact point where more information can be obtained, a description of the nature of the breach (including, where possible, categories and approximate number of data subjects and personal data records concerned), its likely consequences and the measures taken or proposed to address the breach including, where appropriate, measures to mitigate its possible adverse effects. Where, and in so far as, it is not possible to provide all information at the same time, the initial notification shall contain the information then available and further information shall, as it becomes available, subsequently be provided without undue delay.

4. The data importer shall cooperate with and assist the data exporter to enable the data exporter to comply with its obligations under Regulation (EU) 2016/679, in particular to notify the competent supervisory authority and the affected data subjects, taking into account the nature of processing and the information available to the data importer.

7. Sensitive data

Where the transfer involves personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person’s sex life or sexual orientation, or data relating to criminal convictions and offences (hereinafter ‘sensitive data’), the data importer shall apply the specific restrictions and/or additional safeguards described in Annex I.B.

8. Onward transfers

The data importer shall only disclose the personal data to a third party on documented instructions from the data exporter. In addition, the data may only be disclosed to a third party located outside the European Union () (in the same country as the data importer or in another third country, hereinafter ‘onward transfer’) if the third party is or agrees to be bound by these Clauses, under the appropriate Module, or if:

1. the onward transfer is to a country benefitting from an adequacy decision pursuant to Article 45 of Regulation (EU) 2016/679 that covers the onward transfer;

2. the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 Regulation of (EU) 2016/679 with respect to the processing in question;
   

3. the onward transfer is necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings; or

4. the onward transfer is necessary in order to protect the vital interests of the data subject or of another natural person.

Any onward transfer is subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose limitation.

9. Documentation and compliance

1. The data importer shall promptly and adequately deal with enquiries from the data exporter that relate to the processing under these Clauses.

2. The Parties shall be able to demonstrate compliance with these Clauses. In particular, the data importer shall keep appropriate documentation on the processing activities carried out on behalf of the data exporter.

3. The data importer shall make available to the data exporter all information necessary to demonstrate compliance with the obligations set out in these Clauses and at the data exporter’s request, allow for and contribute to audits of the processing activities covered by these Clauses, at reasonable intervals or if there are indications of non-compliance. In deciding on a review or audit, the data exporter may take into account relevant certifications held by the data importer.

4. The data exporter may choose to conduct the audit by itself or mandate an independent auditor. Audits may include inspections at the premises or physical facilities of the data importer and shall, where appropriate, be carried out with reasonable notice.

5. The Parties shall make the information referred to in paragraphs (b) and (c), including the results of any audits, available to the competent supervisory authority on request.

Clause 9

Use of sub-processors

1. GENERAL WRITTEN AUTHORISATION The data importer has the data exporter’s general authorisation for the engagement of sub-processor(s) from an agreed list. The data importer shall specifically inform the data exporter in writing of any intended changes to that list through the addition or replacement of sub-processors at least 1 week in advance, thereby giving the data exporter sufficient time to be able to object to such changes prior to the engagement of the sub-processor(s). The data importer shall provide the data exporter with the information necessary to enable the data exporter to exercise its right to object.

2. Where the data importer engages a sub-processor to carry out specific processing activities (on behalf of the data exporter), it shall do so by way of a written contract that provides for, in substance, the same data protection obligations as those binding the data importer under these Clauses, including in terms of third-party beneficiary rights for data subjects. () The Parties agree that, by complying with this Clause, the data importer fulfils its obligations under Clause 8.8. The data importer shall ensure that the sub-processor complies with the obligations to which the data importer is subject pursuant to these Clauses.

3. The data importer shall provide, at the data exporter’s request, a copy of such a sub-processor agreement and any subsequent amendments to the data exporter. To the extent necessary to protect business secrets or other confidential information, including personal data, the data importer may redact the text of the agreement prior to sharing a copy.

4. The data importer shall remain fully responsible to the data exporter for the performance of the sub-processor’s obligations under its contract with the data importer. The data importer shall notify the data exporter of any failure by the sub-processor to fulfil its obligations under that contract.

5. The data importer shall agree a third-party beneficiary clause with the sub-processor whereby – in the event the data importer has factually disappeared, ceased to exist in law or has become insolvent – the data exporter shall have the right to terminate the sub-processor contract and to instruct the sub-processor to erase or return the personal data.

Clause 10

Data subject rights

1. The data importer shall promptly notify the data exporter of any request it has received from a data subject. It shall not respond to that request itself unless it has been authorised to do so by the data exporter.

2. The data importer shall assist the data exporter in fulfilling its obligations to respond to data subjects’ requests for the exercise of their rights under Regulation (EU) 2016/679. In this regard, the Parties shall set out in Annex II the appropriate technical
   

and organisational measures, taking into account the nature of the processing, by which the assistance shall be provided, as well as the scope and the extent of the assistance required.

3. In fulfilling its obligations under paragraphs (a) and (b), the data importer shall comply with the instructions from the data exporter.

Clause 11

Redress

1. The data importer shall inform data subjects in a transparent and easily accessible format, through individual notice or on its website, of a contact point authorised to handle complaints. It shall deal promptly with any complaints it receives from a data subject.

2. In case of a dispute between a data subject and one of the Parties as regards compliance with these Clauses, that Party shall use its best efforts to resolve the issue amicably in a timely fashion. The Parties shall keep each other informed about such disputes and, where appropriate, cooperate in resolving them.

3. Where the data subject invokes a third-party beneficiary right pursuant to Clause 3, the data importer shall accept the decision of the data subject to:

   1. lodge a complaint with the supervisory authority in the Member State of his/her habitual residence or place of work, or the competent supervisory authority pursuant to Clause 13;

   2. refer the dispute to the competent courts within the meaning of Clause 18.

4. The Parties accept that the data subject may be represented by a not-for-profit body, organisation or association under the conditions set out in Article 80(1) of Regulation (EU) 2016/679.

5. The data importer shall abide by a decision that is binding under the applicable EU or Member State law.

6. The data importer agrees that the choice made by the data subject will not prejudice his/her substantive and procedural rights to seek remedies in accordance with applicable laws.

Clause 12

Liability

1. Each Party shall be liable to the other Party/ies for any damages it causes the other Party/ies by any breach of these Clauses.

2. The data importer shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data importer or its sub-processor causes the data subject by breaching the third-party beneficiary rights under these Clauses.

3. Notwithstanding paragraph (b), the data exporter shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages the data exporter or the data importer (or its sub-processor) causes the data subject by breaching the third-party beneficiary rights under these Clauses. This is without prejudice to the liability of the data exporter and, where the data exporter is a processor acting on behalf of a controller, to the liability of the controller under Regulation (EU) 2016/679 or Regulation (EU) 2018/1725, as applicable.

4. The Parties agree that if the data exporter is held liable under paragraph (c) for damages caused by the data importer (or its sub-processor), it shall be entitled to claim back from the data importer that part of the compensation corresponding to the data importer’s responsibility for the damage.

5. Where more than one Party is responsible for any damage caused to the data subject as a result of a breach of these Clauses, all responsible Parties shall be jointly and severally liable and the data subject is entitled to bring an action in court against any of these Parties.

6. The Parties agree that if one Party is held liable under paragraph (e), it shall be entitled to claim back from the other Party/ies that part of the compensation corresponding to its/their responsibility for the damage.

7. The data importer may not invoke the conduct of a sub-processor to avoid its own liability.

Clause 13

Supervision

. [Where the data exporter is established in an EU Member State:] The supervisory authority with responsibility for ensuring compliance by the data exporter with Regulation (EU) 2016/679 as regards the data transfer, as indicated in Annex I.C, shall act as competent supervisory authority.

[Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) and has appointed a representative pursuant to Article 27(1) of Regulation (EU) 2016/679:] The supervisory authority of the Member State in which the representative within the meaning of Article 27(1) of Regulation (EU) 2016/679 is established, as indicated in Annex I.C, shall act as competent supervisory authority.

[Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) without however having to appoint a representative pursuant to Article 27(2) of Regulation (EU) 2016/679:] The supervisory authority of one of the Member States in which the data subjects whose personal data is transferred under these Clauses in relation to the offering of goods or services to them, or whose behaviour is monitored, are located, as indicated in Annex I.C, shall act as competent supervisory authority.

(b) The data importer agrees to submit itself to the jurisdiction of and cooperate with the competent supervisory authority in any procedures aimed at ensuring compliance with these Clauses. In particular, the data importer agrees to respond to enquiries, submit to audits and comply with the measures adopted by the supervisory authority, including remedial and compensatory measures. It shall provide the supervisory authority with written confirmation that the necessary actions have been taken.

SECTION III – LOCAL LAWS AND OBLIGATIONS IN CASE OF ACCESS BY PUBLIC AUTHORITIES

Clause 14

Local laws and practices affecting compliance with the Clauses

1. The Parties warrant that they have no reason to believe that the laws and practices in the third country of destination applicable to the processing of the personal data by the data importer, including any requirements to disclose personal data or measures authorising access by public authorities, prevent the data importer from fulfilling its obligations under these Clauses. This is based on the understanding that laws and practices that respect the essence of the fundamental rights and freedoms and do not exceed what is necessary and proportionate in a democratic society to safeguard one of the objectives listed in Article 23(1) of Regulation (EU) 2016/679, are not in contradiction with these Clauses.

2. The Parties declare that in providing the warranty in paragraph (a), they have taken due account in particular of the following elements:

   1. the specific circumstances of the transfer, including the length of the processing chain, the number of actors involved and the transmission channels used; intended onward transfers; the type of recipient; the purpose of processing; the categories and format of the transferred personal data; the economic sector in which the transfer occurs; the storage location of the data transferred;

   2. the laws and practices of the third country of destination– including those requiring the disclosure of data to public authorities or authorising access by such authorities – relevant in light of the specific circumstances of the transfer, and the applicable limitations and safeguards ();

   3. any relevant contractual, technical or organisational safeguards put in place to supplement the safeguards under these Clauses, including measures applied during transmission and to the processing of the personal data in the country of destination.

3. The data importer warrants that, in carrying out the assessment under paragraph (b), it has made its best efforts to provide the data exporter with relevant information and agrees that it will continue to cooperate with the data exporter in ensuring compliance with these Clauses.

4. The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on request.

5. The data importer agrees to notify the data exporter promptly if, after having agreed to these Clauses and for the duration of the contract, it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under paragraph (a), including following a change in the laws of the third country or a measure (such as a disclosure request) indicating an application of such laws in practice that is not in line with the requirements in paragraph (a).

6. Following a notification pursuant to paragraph (e), or if the data exporter otherwise has reason to believe that the data importer can no longer fulfil its obligations under these Clauses, the data exporter shall promptly identify appropriate measures (e.g.
   

technical or organisational measures to ensure security and confidentiality) to be adopted by the data exporter and/or data importer to address the situation. The data exporter shall suspend the data transfer if it considers that no appropriate safeguards for such transfer can be ensured, or if instructed by the competent supervisory authority to do so. In this case, the data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses. If the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise. Where the contract is terminated pursuant to this Clause, Clause 16(d) and (e) shall apply.

Clause 15

Obligations of the data importer in case of access by public authorities

1. Notification

1. The data importer agrees to notify the data exporter and, where possible, the data subject promptly (if necessary with the help of the data exporter) if it:

   1. receives a legally binding request from a public authority, including judicial authorities, under the laws of the country of destination for the disclosure of personal data transferred pursuant to these Clauses; such notification shall include information about the personal data requested, the requesting authority, the legal basis for the request and the response provided; or

   2. becomes aware of any direct access by public authorities to personal data transferred pursuant to these Clauses in accordance with the laws of the country of destination; such notification shall include all information available to the importer.

2. If the data importer is prohibited from notifying the data exporter and/or the data subject under the laws of the country of destination, the data importer agrees to use its best efforts to obtain a waiver of the prohibition, with a view to communicating as much information as possible, as soon as possible. The data importer agrees to document its best efforts in order to be able to demonstrate them on request of the data exporter.

3. Where permissible under the laws of the country of destination, the data importer agrees to provide the data exporter, at regular intervals for the duration of the contract, with as much relevant information as possible on the requests received (in particular, number of requests, type of data requested, requesting authority/ies, whether requests have been challenged and the outcome of such challenges, etc.).

4. The data importer agrees to preserve the information pursuant to paragraphs (a) to (c) for the duration of the contract and make it available to the competent supervisory authority on request.

5. Paragraphs (a) to (c) are without prejudice to the obligation of the data importer pursuant to Clause 14(e) and Clause 16 to inform the data exporter promptly where it is unable to comply with these Clauses.

2. Review of legality and data minimisation

1. The data importer agrees to review the legality of the request for disclosure, in particular whether it remains within the powers granted to the requesting public authority, and to challenge the request if, after careful assessment, it concludes that there are reasonable grounds to consider that the request is unlawful under the laws of the country of destination, applicable obligations under international law and principles of international comity. The data importer shall, under the same conditions, pursue possibilities of appeal. When challenging a request, the data importer shall seek interim measures with a view to suspending the effects of the request until the competent judicial authority has decided on its merits. It shall not disclose the personal data requested until required to do so under the applicable procedural rules. These requirements are without prejudice to the obligations of the data importer under Clause 14(e).

2. The data importer agrees to document its legal assessment and any challenge to the request for disclosure and, to the extent permissible under the laws of the country of destination, make the documentation available to the data exporter. It shall also make it available to the competent supervisory authority on request.

3. The data importer agrees to provide the minimum amount of information permissible when responding to a request for disclosure, based on a reasonable interpretation of the request.

SECTION IV – FINAL PROVISIONS

Clause 16

Non-compliance with the Clauses and termination

1. The data importer shall promptly inform the data exporter if it is unable to comply with these Clauses, for whatever reason.
   

2. In the event that the data importer is in breach of these Clauses or unable to comply with these Clauses, the data exporter shall suspend the transfer of personal data to the data importer until compliance is again ensured or the contract is terminated. This is without prejudice to Clause 14(f).

3. The data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses, where:

   1. the data exporter has suspended the transfer of personal data to the data importer pursuant to paragraph (b) and compliance with these Clauses is not restored within a reasonable time and in any event within one month of suspension;

   2. the data importer is in substantial or persistent breach of these Clauses; or

   3. the data importer fails to comply with a binding decision of a competent court or supervisory authority regarding its obligations under these Clauses.

In these cases, it shall inform the competent supervisory authority of such non-compliance. Where the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise.

4. Personal data that has been transferred prior to the termination of the contract pursuant to paragraph (c) shall at the choice of the data exporter immediately be returned to the data exporter or deleted in its entirety. The same shall apply to any copies of the data. The data importer shall certify the deletion of the data to the data exporter. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit the return or deletion of the transferred personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process the data to the extent and for as long as required under that local law.

5. Either Party may revoke its agreement to be bound by these Clauses where (i) the European Commission adopts a decision pursuant to Article 45(3) of Regulation (EU) 2016/679 that covers the transfer of personal data to which these Clauses apply; or (ii) Regulation (EU) 2016/679 becomes part of the legal framework of the country to which the personal data is transferred. This is without prejudice to other obligations applying to the processing in question under Regulation (EU) 2016/679.

Clause 17

Governing law

These Clauses shall be governed by the law of the EU Member State in which the data exporter is established. Where such law does not allow for third-party beneficiary rights, they shall be governed by the law of another EU Member State that does allow for third-party beneficiary rights. The Parties agree that this shall be the law of Ireland.

Clause 18

Choice of forum and jurisdiction

1. Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State.

2. The Parties agree that those shall be the courts of Ireland.

3. A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of the Member State in which he/she has his/her habitual residence.

4. The   Parties   agree   to   submit   themselves   to   the   jurisdiction   of   such   courts.

ANNEX I

1. LIST OF PARTIES

Data exporter(s):

Name: Customer, as specified in the Agreement*.

*For the purposes of these Standard Contractual Clauses, the term “Agreement” refers to any applicable contract between  Insider and the Customer under which  Insider provides products or services to the Customer. This includes, but is not limited to, a Master Services Agreement, Terms of Service, or any similar arrangement, together with all related exhibits, schedules, forms, statements of work, amendments, addenda, and appendices.

Address: As set out in the Agreement.

Contact person’s name, position and contact details: As set out in the Agreement.

Activities relevant to the data transferred under these Clauses: As set out in the Agreement and Annex II.

Signature and date: The Parties acknowledge that by signing the applicable agreement or addendum that incorporates these Standard Contractual Clauses by reference, they are deemed to have executed these Clauses. The effective date specified in that agreement or addendum shall be considered the effective date of these Standard Contractual Clauses.

Role (controller/processor): Controller

Data importer(s):

Name: Insider, as specified in the Agreement. Address: As set out in the Agreement.

Contact person’s name, position and contact details: As set out in the Agreement.

Activities relevant to the data transferred under these Clauses: As set out in the Agreement and Annex II.

Signature and date: The Parties acknowledge that by signing the applicable agreement or addendum that incorporates these Standard Contractual Clauses by reference, they are deemed to have executed these Clauses. The effective date specified in that agreement or addendum shall be considered the effective date of these Standard Contractual Clauses.

Role (controller/processor): Processor

2. DESCRIPTION OF TRANSFER

Categories of data subjects whose personal data is transferred

The Data Exporter may submit personal data to the Data Importer and its Affiliates, the extent of which is determined and controlled by the Data Exporter in its sole discretion, and which may include, but is not limited to personal data relating to the following categories of data subjects:

• Prospective customers, customers, resellers, referrers, business partners, and vendors of the Data Exporter (who are natural persons);

• Employees or contact persons of the Data Exporter’s prospective customers, customers, resellers, referrers, subcontractors, business partners, and vendors (who are natural persons);

• Employees, agents, advisors, and freelancers of the Data Exporter (who are natural persons); and/or

• Natural persons authorized by the Data Exporter to use the services provided by the Data Importer to the Data Exporter.

Categories of personal data transferred

The Data Exporter may submit personal data to the Data Importer and its Affiliates, the extent of which is determined and controlled by the Data Exporter in its sole discretion, and which may include, but is not limited to, the following categories of personal data:

• Personal details, including any information that identifies the data subject and their personal characteristics, including: name, address, contact details, age, date of birth, sex, and physical description.

• Family, lifestyle and social circumstances, including any information relating to the family of the data subject and the data subject’s lifestyle and social circumstances, including current marriage and partnerships, marital history, details of family and other household members, habits, housing, travel details, leisure activities, and membership of charitable or voluntary organizations.

• Education and training details, including information which relates to the education and any professional training of the data subject, including academic records, qualifications, skills, training records, professional expertise, student and pupil records.

• Employment details, including information relating to the employment of the data subject, including employment and career history, recruitment and termination details, attendance records, health and safety records, performance appraisals, training records, and security records.

• Financial details, including information relating to the financial affairs of the data subject, including income, salary, assets and investments, payments, creditworthiness, loans, benefits, grants, insurance details, and pension information.

• Goods or services provided and related information, including details of the goods or services supplied, licenses issued, and contracts.
  

• Other categories of personal data processed in connection with the provision of Insider services pursuant to the Agreement.

Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialised training), keeping a record of access to the data, restrictions for onward transfers or additional security measures.

The personal data subject to transfer may include special categories of personal data as defined under the GDPR. Where the transfer involves personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person’s sex life or sexual orientation, or data relating to criminal convictions and offences, the specific restrictions and/or additional safeguards described in Annex II shall be applied.

The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis).

The personal data is transferred on a continuous basis.

Nature of the processing

The Data Importer collects, stores, organizes, categorizes, structures, adopts or alters, retrieves, consults, uses, discloses by transmission, analyzes, manages, processes, restricts, and erases personal data on behalf of the Data Exporter in accordance with the terms of the Agreement.

Purpose(s) of the data transfer and further processing

The data transfers take place for the purpose of delivering the Insider services in accordance with the Agreement.

The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period

The Data Importer shall retain the transferred personal data until it is deleted in accordance with the terms set out in the Agreement.

For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing

Sub-processors may be engaged to carry out the processing activities outlined in Annex I, Section B. Information regarding sub- processors are provided in Annex III.

3. COMPETENT SUPERVISORY AUTHORITY

The competent supervisory authority will be determined in accordance with the GDPR in accordance with Clause 13 (Supervision) of the Standard Contractual Clauses.

ANNEX II

TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA

Description of the technical and organisational measures implemented by the data importer(s) (including any relevant certifications) to ensure an appropriate level of security, taking into account the nature, scope, context and purpose of the processing, and the risks for the rights and freedoms of natural persons.

.  The Data Importer/sub-processor has implemented and shall maintain a security program in accordance with industry standards.

1. More specifically, the Data Importer/sub-processor’s security program shall include:

Access of Data Importer’s internal operations

The Data Importer/sub-processor implements optimal measures in order to prevent unauthorized persons from gaining access to the data processing equipment where the personal data are processed or used, including:

• establishing security areas;

• protection and restriction of access paths;

• establishing access authorizations for employees and third parties, including the respective documentation;

• all access to the data center where personal data are hosted is logged, monitored, and tracked; and

• The data center where personal data are hosted is secured by a security alarm system, and other appropriate security measures.

Access of the system

The Data Importer implements optimal measures to prevent their data processing systems from being used by unauthorized persons, including:

• use of proper encryption technologies;

• identification of the terminal and/or the terminal user to the Data Importer/sub-processor and processing systems;

• automatic temporary lock-out of the user ID when several erroneous passwords are entered and

• all access to data content is logged, monitored, and tracked.

Access to Use Specific Areas of Data Processing

The Data Importer/sub-processor commits that the persons entitled to use their data processing system are only able to access the data within the scope and to the extent covered by their respective access permission (authorization) and that personal data cannot be read, copied or modified or removed without authorization. This shall be accomplished by various measures including:

• employee policies and training in respect of each employee’s access rights to the personal data;

• allocation of individual terminals and /or terminal user, and identification characteristics exclusive to specific functions;

• monitoring capability in respect of individuals who delete, add or modify the personal data;

• release of data only to authorized persons, including allocation of differentiated access rights and roles;

• use of adequate encryption technologies; and control of files, controlled and documented destruction of data.

Transportation

Data Importer/sub-processor implements suitable measures to prevent the personal data from being read, copied, altered or deleted by unauthorized parties during the transmission thereof or during the transport of the data media. This is accomplished by various measures including:

• use of adequate firewall, VPN and encryption technologies to protect the gateways and pipelines through which the data travels;

• certain highly confidential employee data (e.g., personally identifiable information such as National ID numbers, credit or debit card numbers) is also encrypted within the system; and

• providing user alert upon incomplete transfer of data (end to end check); and as far as possible, all data transmissions are logged, monitored and tracked.

Input

Data Importer/sub-processor implements suitable input control measures, including:

• an authorization policy for the input, reading, alteration and deletion of data;

• authentication of the authorized personnel;

• protective measures for the data input into memory, as well as for the reading, alteration and deletion of stored data;

• utilization of unique authentication credentials or codes (passwords);

• automatic log-off of user ID’s that have not been used for a substantial period of time; and

• proof established within Data Importer/sub-processor’s organization of the input authorization; and

• electronic recording of entries.

Documentation

Data Importer/sub-processor will keep documentation of technical and organizational measures in case of audits and for the conservation of evidence. Data Importer/sub-processor shall take reasonable steps to ensure that persons employed by it, and other persons at the place of work concerned, are aware of and comply with the technical and organizational measures set forth in this DPA.

Control

Data Importer/sub-processor shall implement optimal measures to monitor access restrictions to Data Importer/sub-processor’s system administrators and to ensure that they act in accordance with instructions received. This is accomplished by various measures including:

• individual appointment of system administrators;

• adoption of optimal measures to register system administrators’ access logs to the infrastructure and keep them secure, accurate and unmodified for at least six months;
  

• yearly audits of system administrators’ activity to assess compliance with assigned tasks, the instructions received by the Data Importer/sub-processor and applicable laws;

• keeping an updated list with system administrators’ identification details (e.g. name, surname, function or organizational area) and tasks assigned and providing it promptly to the Data Exporter upon request.

ANNEX III

LIST OF SUB-PROCESSORS

The list of sub-processors of Insider is available at https://useinsider.com/legal/subprocessors