Data Processing Agreement

Effective Date: January 1, 2026

This Data Processing Agreement ("DPA") supplements the Terms of Service (the “Agreement”) entered into by and between Customer (as defined in the Agreement) and Relentlo Inc. d/b/a Conversion for the provision of Services (the "Agreement") and governs the Processing of Personal Data by Processor on behalf of Customer. By executing the Agreement, Customer enters into this DPA on behalf of itself and, to the extent required under applicable Data Protection Laws (defined below), in the name and on behalf of its Affiliates (defined below), if any. This DPA incorporates the terms of the Agreement, and any terms not defined in this DPA shall have the meaning set forth in the Agreement. The parties therefore agree as follows:

‍1. DEFINITIONS AND INTERPRETATION

1.1 Definitions.

For purposes of this DPA:

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with Processor, where "control" means ownership of more than 50% of the voting securities or equivalent interest.

"Anonymized Data" means data that has been irreversibly anonymized and aggregated such that it can no longer be associated with or re-identified to any Data Subject or Customer.

"Applicable Data Protection Laws" means all applicable laws and regulations relating to privacy, data protection, and data security, including without limitation the GDPR, CCPA, and other US state privacy laws, but excluding non-binding guidance, draft laws, or interpretations not formally adopted. 

"CCPA" means the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020, and implementing regulations.

"Controller" means the entity that determines the purposes and means of Processing Personal Data.

"Customer Data" means all data submitted to the Services by or on behalf of Customer, including Personal Data.

"Data Breach" means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data.

"Data Subject" means an identified or identifiable natural person to whom Personal Data relates, including consumers under the CCPA.

"EEA" means the European Economic Area.

"GDPR" means Regulation (EU) 2016/679 of the European Parliament and of the Council.

"Personal Data" means any information relating to an identified or identifiable natural person that is processed by Processor on behalf of Customer in the course of providing the Services, including "personal information" as defined under the CCPA, but excluding any data Processor collects independently for its own purposes outside the Services.

"Processing" means any operation performed on Personal Data, including collection, recording, organization, structuring, storage, adaptation, retrieval, consultation, use, disclosure by transmission, dissemination, erasure, or destruction.

"Processor" means the entity that processes Personal Data on behalf of the Controller.

"Services" means Conversion's AI-native marketing automation platform, including email campaign management, customer data activation, workflow automation, CRM integrations, and related implementation and support services, as more fully described in the Agreement. 

"Standard Contractual Clauses" or "SCCs" means the standard contractual clauses for the transfer of personal data to processors established in third countries approved by the European Commission, including any future updates or alternatives such as the EU-US Data Privacy Framework if applicable.

"Sub-processor" means any Processor engaged by Processor to Process Personal Data.

1.2 Interpretation.

The terms "controller," "processor," "data subject," "personal data," and "processing" shall be interpreted in accordance with Applicable Data Protection Laws. Headings are for convenience only.

2. SCOPE AND ROLES

2.1 Scope.

This DPA applies to all Processing of Personal Data by Processor on behalf of Customer in connection with the Services during the term of the Agreement.

2.2 Controller and Processor Roles.

(a) Customer is the Controller or Business that determines the purposes and means of Processing Personal Data.

(b) Processor is the Processor or Service Provider that processes Personal Data on behalf of and according to the documented instructions of Customer.

(c) Each party shall comply with its respective obligations under Applicable Data Protection Laws.

2.3 Customer Instructions.

Processor shall process Personal Data only on documented instructions from Customer, unless required to do so by applicable law, in which case Processor shall inform Customer of such legal requirement before Processing (unless prohibited by law). The Agreement, including this DPA, constitutes Customer's complete instructions regarding Processing. Additional instructions must be mutually agreed in writing and may incur additional fees if they increase Processor's costs or efforts.

3. DATA PROCESSING DETAILS

3.1 Subject Matter and Duration.

The subject matter and duration of Processing are set forth in the Agreement and continue for the term thereof, including any renewal terms.

3.2 Nature and Purpose of Processing.

Processor processes Personal Data to:

(a) Provide the Services as described in the Agreement, including storing and managing customer lead data, orchestrating automated marketing workflows, sending personalized email campaigns, and synchronizing data with Customer's CRM systems;

(b) Provide technical support and professional services, including implementation, data migration, and onboarding;

(c) Monitor and improve platform performance, security, and reliability solely on an aggregated and anonymized basis; 

(d) Comply with applicable legal obligations.

(e) Perform fraud detection, compliance monitoring, or legal defense, as necessary.

3.3 Categories of Data Subjects.

Personal Data may relate to the following categories of Data Subjects:

(a) Customer's employees, contractors, and authorized users;

(b) Customer's business contacts and leads (names, work email addresses, work phone numbers, titles);

(c) Customer's customers and prospects whose information is processed through the Services.

3.4 Categories of Personal Data.

Personal Data processed may include:

(a) Business Contact Data: Names, work email addresses, work phone numbers, job titles, company names, business addresses;

(b) Account and Usage Data: User IDs, usernames, authentication credentials, login metadata, activity logs, feature usage data;

(c) Customer Content: Documents, messages, uploaded files, campaign content, email templates;

(d) CRM Integration Data: Customer revenue data, deal stages, opportunity information, account data synchronized from Customer's CRM systems;

(e) Telemetry Data: Event logs, performance metrics, IP addresses, device information, browser/OS details, error rates, workflow execution data.

Processor does not intentionally collect or process sensitive or special categories of personal data (e.g., health data, biometric data, financial account data, government IDs) unless expressly authorized in writing by Customer, in which case Customer shall indemnify Processor for any related risks or claims. Processor is not responsible for verifying the accuracy or lawfulness of data provided by Customer.

4. PROCESSOR OBLIGATIONS

4.1 Compliance.

Processor shall:

(a) Process Personal Data in accordance with Applicable Data Protection Laws;

(b) Comply with all documented instructions from Customer regarding Processing;

(c) As soon as reasonably practicable, inform Customer if, in Processor's opinion, an instruction violates Applicable Data Protection Laws.

4.2 Confidentiality.

Processor shall ensure that all personnel authorized to process Personal Data:

(a) Are subject to appropriate confidentiality obligations (whether contractual or statutory);

(b) Receive adequate training on data protection and security;

(c) Process Personal Data only as necessary to perform the Services or comply with legal obligations. 

4.3 Prohibited Uses.

Processor shall not:

(a) Sell, rent, or share Personal Data except as expressly authorized in this DPA;

(b) Retain, use, or disclose Personal Data for any purpose other than performing the Services;

(c) Process Personal Data outside the scope of Customer's documented instructions;

(d) Use Customer Data to train, fine-tune, or improve artificial intelligence or machine learning models (whether proprietary or third-party) that are used for or by multiple customers or for Processor's independent purposes, provided that this prohibition does not apply to Processor's internal models trained on non-Customer data.

Processor may, however:

1. Use fully anonymized and aggregated data (that cannot be re-identified) for product improvement, benchmarking, marketing purposes, research, development, or AI training (as long as not re-identifiable); 
2. Use telemetry and operational data to operate, secure, maintain, and support the Services;

(iii) Comply with applicable legal obligations.

5. SECURITY MEASURES

5.1 Security Standards.

Processor shall implement and maintain appropriate technical and organizational measures to protect Personal Data against Data Breaches, appropriate to the nature, scope, and risks of the Processing, including: 

(a) Access Controls: Role-based access controls, multi-factor authentication for administrative access, principle of least privilege;

(b) Encryption: Encryption of Personal Data in transit (TLS 1.2 or higher) and at rest (AES-256 or equivalent);

(c) Network Security: Firewalls, intrusion detection/prevention systems, network segmentation;

(d) Infrastructure Security: Hosting on Google Cloud Platform (GCP) in US-Central-1 region with industry-standard physical and environmental controls;

(e) Monitoring and Logging: Security event logging, real-time monitoring for anomalous activity, regular security assessments;

(f) Incident Response: Documented incident response plan with defined escalation procedures;

(g) Business Continuity: Regular backups, disaster recovery procedures, documented BC/DR plan;

(h) Vulnerability Management: Regular security testing, timely patching of known vulnerabilities.

Customer must implement its own security measures for data transmission to Processor.

5.2 Security Certifications.

Processor has SOC 2 Type II certification and maintains a formal written information security policy. Sharing certification reports is subject to NDA and limited to summaries.

5.3 Security Updates.

Processor shall review and update its security measures regularly to account for evolving threats and technological developments.

6. SUB-PROCESSORS

6.1 Authorized Sub-processors.

Customer provides general authorization for Processor to engage Sub-processors, provided Processor complies with this Section 6. Customer's authorization is deemed given unless objected to in accordance with Section 6.5, and objections must be limited to material data protection risks with evidence provided by Customer.

6.2 Sub-processor Requirements.

Processor shall:

(a) Enter into a written agreement with each Sub-processor imposing data protection obligations substantially equivalent to those in this DPA;

(b) Remain fully liable to Customer for any Sub-processor's failure to fulfill data protection obligations.

6.3 Sub-processor List.

Processor shall maintain a current list of Sub-processors at https://trust.conversion.ai or make it available upon written request. The list shall identify each Sub-processor, its location, and the processing activities it performs.

6.4 Notice of Changes.

Processor shall provide Customer with at least fifteen (15) days prior written notice (via email to Customer's designated contact or through the Services interface) before engaging any new Sub-processor or materially changing an existing Sub-processor. Failure to object within the objection window constitutes approval.

6.5 Objection Rights.

Customer may object to a new or replacement Sub-processor on reasonable data protection grounds by notifying Processor in writing within fifteen (15) days of receiving notice. If Customer objects, the parties shall work together in good faith to find a commercially reasonable solution. If no solution can be found, Customer may terminate the affected portion of the Services by providing written notice to Processor and paying any early termination fees per the main Agreement. Disputes over objections shall be resolved through arbitration.

7. DATA SUBJECT RIGHTS

7.1 Assistance with Data Subject Requests.

Processor shall, to the extent legally permitted and taking into account the nature of Processing, provide commercially reasonable assistance at Customer's expense to Customer to enable Customer to respond to requests from Data Subjects exercising their rights under Applicable Data Protection Laws, including rights to access, rectification, erasure, data portability, restriction of processing, and objection. Processor shall provide such assistance within ten (10) business days.

7.2 Cooperation.

If Processor receives a Data Subject request directly, Processor shall promptly (within five (5) business days) notify Customer and, unless otherwise required by law, shall not respond to the request without Customer's prior written authorization. Processor may charge fees for handling requests if they are excessive or repetitive.

7.3 Self-Service Tools.

To the extent available in the Services, Customer may use self-service functionality to retrieve, correct, or delete Personal Data.

8. DATA BREACH NOTIFICATION

8.1 Notification Obligation.

Processor shall notify Customer without undue delay (and in any event within forty-eight (48) hours after confirming a Data Breach) after becoming aware of a Data Breach affecting Personal Data processed under this DPA.

8.2 Notification Content.

The notification shall include, to the extent known and available without disproportionate effort:

(a) Description of the nature of the Data Breach, including categories and approximate number of Data Subjects and records affected;

(b) Identity and contact details of Processor's data protection officer or other contact point;

(c) Likely consequences of the Data Breach;

(d) Measures taken or proposed to address the Data Breach and mitigate its adverse effects.

8.3 Investigation and Remediation.

Processor shall:

(a) Promptly investigate the Data Breach and take reasonable steps to remediate and mitigate harm;

(b) Provide Customer with reasonable cooperation and assistance in investigating and responding to the Data Breach, at Customer's expense if the Breach is caused by Customer's actions;

(c) Not make any public statements regarding the Data Breach without Customer's prior written approval, except as required by law. Customer shall not make public statements about Processor without mutual agreement.

9. AUDITS AND COMPLIANCE

9.1 Audit Rights.

Customer may, at its own expense and subject to reasonable advance written notice (at least thirty (30) days), audit Processor's compliance with this DPA once every twelve (12) months (or more frequently if required by Applicable Data Protection Laws or in response to a material Data Breach), provided such audit: 

(a) Is conducted during normal business hours and does not unreasonably interfere with Processor's operations, with a cap of two (2) business days duration;

(b) Is subject to reasonable confidentiality obligations;

(c) Is limited in scope to information necessary to verify compliance with this DPA;

(d) Is conducted by an independent third-party auditor. Customer shall reimburse Processor's costs if no non-compliance is found.

9.2 Audit Reports.

In lieu of conducting an on-site audit, Customer may accept:

(a) A copy of Processor's most recent SOC 2 Type II report or equivalent third-party audit report, provided "as is" without warranties;

(b) Written responses to a reasonable security questionnaire provided by Customer (no more than once per year and limited to 50 questions).

9.3 Remediation.

If an audit reveals material non-compliance with this DPA, Processor shall, at its own expense, take prompt corrective action to remedy such non-compliance within a mutually agreed timeframe.

10. DATA LOCATION AND TRANSFERS

10.1 Data Location.

Processor stores and processes Personal Data primarily in the United States (Google Cloud Platform, US-Central-1 region). Processor may change locations with notice, provided equivalent security is maintained.

10.2 Transfers Outside the EEA.

To the extent Processor processes Personal Data originating from the EEA, UK, or Switzerland:

(a) The parties hereby incorporate by reference the Standard Contractual Clauses (Module Two: Controller-to-Processor) as approved by the European Commission Decision 2021/914, which are attached hereto as Appendix 1 and form an integral part of this DPA;

(b) For purposes of the SCCs: (i) Customer is the "data exporter" and Processor is the "data importer"; (ii) the parties select Option 2 (general written authorization for Sub-processor engagement) under Clause 9(a); (iii) the optional docking clause (Clause 7) applies; (iv) the governing law is the law of Ireland; (v) disputes shall be resolved by the courts of Ireland; (vi) Annexes I and II to the SCCs are set forth in this DPA or in Schedule A;

(c) Processor shall implement appropriate supplementary measures as necessary to ensure adequate protection of Personal Data transferred outside the EEA, in accordance with guidance from the European Data Protection Board.

Customer warrants that data transfers are lawful.

10.3 UK and Swiss Transfers.

To the extent applicable, the parties also incorporate the UK International Data Transfer Addendum and Swiss Federal Act on Data Protection modifications to the SCCs.

11. DATA RETENTION AND DELETION

11.1 Retention During Term.

During the subscription term, Processor shall retain Customer Data for as long as necessary to provide the Services and in accordance with Customer's configurations and instructions.

11.2 Data Export.

Customer may export its data at any time during the subscription term using self-service tools provided in the Services interface.

11.3 Post-Termination.

Upon termination or expiration of the Agreement:

(a) Customer shall have thirty (30) days to export its Customer Data using the Services interface or by requesting assistance from Processor's support team;

(b) Within sixty (60) days after termination (or such longer period as required by applicable law), Processor shall delete or anonymize all Customer Data in its possession or control, except:

    (i) To the extent required by applicable law (in which case Processor shall securely isolate such data from further processing and maintain confidentiality);

    (ii) Copies stored in Processor's backup systems, which shall be deleted or overwritten in accordance with Processor's standard backup retention schedule (maximum one hundred eighty (180) days).

11.4 Certification of Deletion.

Upon Customer's reasonable written request, Processor shall provide written certification that Customer Data has been deleted in accordance with this Section. Processor may charge fees if requests are frequent.

11.5 Retention of Anonymized Data.

Notwithstanding deletion of Personal Data, Processor may retain fully anonymized and aggregated data (that cannot be re-identified to any individual or Customer) for product improvement, benchmarking, and marketing purposes.

12. CALIFORNIA-SPECIFIC PROVISIONS (CCPA)

12.1 Service Provider Status.

To the extent Processor processes Personal Information (as defined in the CCPA) on behalf of Customer, Processor is a "Service Provider" and Customer is a "Business" under the CCPA.

12.2 CCPA Obligations.

Processor certifies that it:

(a) Shall not sell or share (as those terms are defined under the CCPA) Customer's Personal Information;

(b) Shall not retain, use, or disclose Personal Information for any purpose other than performing the Services or as otherwise permitted by the CCPA;

(c) Shall not combine Personal Information received from or on behalf of Customer with personal information received from other sources, except as permitted by the CCPA;

(d) Understands the restrictions in this Section 12.2 and shall comply with them.

Customer certifies that it complies with CCPA as a Business. Processor reserves the right to audit Customer's compliance if needed.

12.3 Downstream Transfers.

Processor shall enter into agreements with its Sub-processors that impose restrictions substantially equivalent to those in this Section 12.

13. OTHER US STATE PRIVACY LAWS

To the extent Processor processes Personal Data subject to other applicable US privacy laws (including Virginia CDPA, Colorado CPA, Connecticut CTDPA, Utah UCPA, and similar laws), Processor shall comply with the applicable requirements for processors/service providers under such laws, including restrictions on sale, use limitations, and assistance with consumer rights requests. The parties shall provide mutual assistance as needed to comply with such laws.

14. LIABILITY AND INDEMNIFICATION

14.1 Allocation of Liability.

Each party shall be liable for its own breaches of this DPA. Customer is responsible for its use of the Services, including its instructions to Processor and compliance with Applicable Data Protection Laws in its capacity as Controller. Processor is responsible for its Processing of Personal Data in accordance with Customer's instructions. Processor shall not be liable for claims arising from Customer's instructions or data. Customer shall indemnify Processor for claims arising from Customer's breaches, inaccurate data, or violations of Applicable Data Protection Laws. Notwithstanding anything to the contrary in the Agreement or this DPA, no limitation of liability, exclusion of damages, or indemnification provision shall apply to the parties’ obligations or liability under the SCCs, nor shall any such provision prejudice the rights or remedies of data subjects under the SCCs. All such limitations shall continue to apply with respect to obligations outside the SCCs.

14.2 Limitations.

Any liability under this DPA shall be subject to the limitations and exclusions of liability set forth in the Agreement. Processor's liability under this DPA is capped at the fees paid by Customer in the prior twelve (12) months.

15. TERM AND TERMINATION

15.1 Term.

This DPA shall commence on the Effective Date and continue for the duration of the Agreement.

15.2 Effect of Termination.

Upon termination of this DPA:

(a) Processor shall comply with the data return and deletion obligations in Section 11;

(b) The confidentiality, audit, liability, indemnification, limitations of liability, and governing law provisions shall survive.

16. GENERAL PROVISIONS

16.1 Governing Law.

This DPA shall be governed by the laws of the State of California, United States, without regard to its conflict of laws principles, with exclusive jurisdiction in the state or federal courts located in San Francisco County, California, except where the SCCs apply, in which case the governing law specified in the SCCs shall apply to the SCCs.

16.2 Conflicts.

In the event of any conflict or inconsistency between this DPA and the Agreement, this DPA shall prevail with respect to Processing of Personal Data. To the extent the SCCs apply, they shall take precedence over conflicting provisions of this DPA.

16.3 Amendments.

Processor may update this DPA from time to time to reflect changes in law, regulatory guidance, or business practices. Material changes shall be communicated to Customer with at least thirty (30) days' notice. Customer's consent is required only for changes that materially reduce protections; Processor may terminate if Customer rejects updates required by law.

16.4 Severability.

If any provision of this DPA is held invalid or unenforceable, that provision shall be enforced to the maximum extent permissible and the remaining provisions shall remain in full force.

16.5 Entire Agreement.

This DPA, together with the Agreement, constitutes the entire agreement between the parties regarding Processing of Personal Data.

SCHEDULE A: DETAILS OF PROCESSING

(For SCC Annexes I and II)

A. List of Parties

Data Exporter(s):

Name: Customer, as stated and defined in the applicable Order (as such term is defined under the Agreement)

Address: Customer’s registered business address and any address provided to Linear at the time that Customer uses the Services.

Contact person’s name, position and contact details: Customer’s contact for the purposes of the SCC’s will be the contact of the person that properly accepts and binds Customer to the Agreement unless another contact person’s information is specifically provided to Conversion in writing.

Data Importer(s):

Name: Relentlo Inc. d/b/a Conversion

Address: 300 Beale St, Suite A, San Francisco, CA 94105

Contact: James Jiao, [email protected]

Role: Processor

B. Description of Transfer

Categories of data subjects: See Section 3.3

Categories of personal data: See Section 3.4

Sensitive data: None (unless expressly authorized)

Frequency of transfer: Continuous during subscription term

Nature and purpose: See Section 3.2

Period of retention: See Section 11

Sub-processors: See current list at https://trust.conversion.ai or Processor's privacy policy.

C. Technical and Organizational Security Measures

See Section 5.1 of this DPA. These details are illustrative and subject to the main Agreement.

Appendix 1: Standard Contractual Clauses (Module Two: Controller-to-Processor)

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 personal data to a third country.

(b) The Parties: (i) 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 (ii) 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’).

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

(d) 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

(a) 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.

(b) 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

(a) Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, with the following exceptions: (i) Clause 1, Clause 2, Clause 3, Clause 6, Clause 7; (ii) Clause 8 – Clause 8.1(b), 8.9(a), (c), (d) and (e); (iii) Clause 9 – Clause 9(a), (c), (d) and (e); (iv) Clause 12 – Clause 12(a), (d) and (f); (v) Clause 13; (vi) Clause 15.1(c), (d) and (e); (vii) Clause 16(e); (viii) Clause 18 – Clause 18(a) and (b).

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

Clause 4

Interpretation

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

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

(c) 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

Docking clause

(a) 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.

(b) 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.

(c) 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.

8.1 Instructions

(a) 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.

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

8.2 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.

8.3 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 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.

8.4 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.

8.5 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).

8.6 Security of processing

(a) 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.

(b) 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.

(c) 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.

(d) 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.

8.7 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.

8.8 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:

(i) 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;

(ii) 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;

(iii) 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

(iv) 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.

8.9 Documentation and compliance

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

(b) 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.

(c) 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.

(d) 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.

(e) 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

(a) 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 15 days 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.

(b) 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.

(c) 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.

(d) 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.

(e) 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

(a) 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.

(b) 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.

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

Clause 11

Redress

(a) 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.

(b) 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.

(c) 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:

(i) 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;

(ii) refer the dispute to the competent courts within the meaning of Clause 18.

(d) 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.

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

(f) 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

(a) 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.

(b) 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.

(c) 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.

(d) 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.

(e) 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.

(f) 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.

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

Clause 13

Supervision

(a) 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.

(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.

(a) 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.

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

(i) 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;

(ii) 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;

(iii) 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.

(c) 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.

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

(e) The data importer shall promptly inform the data exporter 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).

(f) 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

15.1 Notification

(a) 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:

(i) 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

(ii) 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.

(b) 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.

(c) 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.).

(d) 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.

(e) 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.

15.2 Review of legality and data minimisation

(a) 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).

(b) 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.

(c) 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

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

(b) 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).

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

(i) 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;

(ii) the data importer is in substantial or persistent breach of these Clauses; or

(iii) 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.

(d) 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.

(e) 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 Ireland.

Clause 18

Choice of forum and jurisdiction

(a) Any dispute arising from these Clauses shall be resolved by the courts of Ireland.

(b) The Parties agree that those shall be the courts of Ireland.

(c) 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.

(d) The Parties agree to submit themselves to the jurisdiction of such courts.

ANNEX I

A. LIST OF PARTIES

Data exporter(s):

Name: [Customer Name]

Address: [Customer Address]

Contact person’s name, position and contact details: [Customer Contact Name, Email, Phone]

Activities relevant to the data transferred under these Clauses: As described in Schedule A of the DPA.

Signature and date: As per the DPA execution.

Role (controller/processor): Controller

Data importer(s):

Name: Relentlo Inc. d/b/a Conversion

Address: 300 Beale St, Suite A, San Francisco, CA 94105

Contact person’s name, position and contact details: James Jiao, [email protected]

Activities relevant to the data transferred under these Clauses: As described in Schedule A of the DPA.

Signature and date: As per the DPA execution.

Role (controller/processor): Processor

B. DESCRIPTION OF TRANSFER

Categories of data subjects whose personal data is transferred: See Section 3.3 of the DPA.

Categories of personal data transferred: See Section 3.4 of the DPA.

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: None (unless expressly authorized as per DPA Section 3.4), with restrictions and safeguards as described in Annex I.B and Section 5 of the DPA.

The frequency of the transfer (e.g., whether the data is transferred on a one-off or continuous basis): Continuous during subscription term.

Nature of the processing: See Section 3.2 of the DPA.

Purpose(s) of the data transfer and further processing: See Section 3.2 of the DPA.

The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period: See Section 11 of the DPA.

For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing: See current list at https://trust.conversion.ai; subject matter, nature, and duration as per the DPA.

C. COMPETENT SUPERVISORY AUTHORITY

Identify the competent supervisory authority/ies in accordance with Clause 13: The supervisory authority of the Member State in which the data exporter is established, or where the data exporter’s EU representative is located, or where the data subject whose personal data is being transferred is located. If not specified, the Irish Data Protection Commission.

ANNEX II

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

See Section 5.1 of the DPA.

ANNEX III

LIST OF SUB-PROCESSORS

The controller has authorised the use of the following sub-processors: See current list below and at https://trust.conversion.ai, as per Section 6.3 of the DPA.

• Amazon Web Services (United States)
  
  • Email Delivery
• Postmark (United States)
  
  • Email Delivery
• Posthog (United States)
  
  • Product Analytics
• OpenAI (United States)
  
  • Artificial Intelligence
• Salesforce (United States)
  
  • Sales
    
• Google Cloud Platform (United States)
  
  • Cloud Infrastructure & Platform Services
    
• Intercom (United States)
  
  • Email Support
• Slack (United States)
  
  • Collaboration
• Stripe (United States)
  
  • Billing Infrastructure
• Clay (United States)
  
  • Sales
• Gong (United States)
  
  • Sales
• Cloudflare (Global)
  
  • Cloud Services
• Zerobounce (United States)
  
  • Engineering