Data Processing Agreement

Peanuts SaaS Studio

R.C.S. Lille Métropole N° 922 509 799

3 ruelle des carmélites - 59160 Capinghem, France

This Addendum regulates the rights and obligations of the Customer and Findymail (hereinafter collectively the “Parties”) in the context of the processing of personal data on behalf of the Customer, and supplements the Master Subscription Agreement, Terms and Conditions or other agreement (the “Agreement”) entered into by the Customer and Findymail.

This Addendum applies to all activities in which employees of Findymail or any Subprocessor (defined below) commissioned by Findymail process personal data of the Customer on its behalf. By executing this Addendum, the Customer enters into this Addendum on its own behalf and, to the extent required under applicable Data Protection Laws (defined below), in the name and on behalf of its Affiliates (defined below).

This Addendum incorporates the terms of the Agreement, and any terms not defined in this Addendum shall have the meaning set forth in the Agreement. Insofar as notifications are to be made “in writing”, Art. 1126 of the French Civil Code (C. Civ.) shall apply.

Definitions

• “Affiliate” means (i) an entity of which a party directly or indirectly owns fifty percent (50%) or more of the stock or other equity interest, (ii) an entity that owns at least fifty percent (50%) or more of the stock or other equity interest of a party, or (iii) an entity which is under common control with a party by having at least fifty percent (50%) or more of the stock or other equity interest of such entity and a party owned by the same person, but such entity shall only be deemed to be an Affiliate so long as such ownership exists.
• “Authorized Sub-Processor” means a third-party who has a need to know or otherwise access the Customer’s Personal Data to enable Findymail to perform its obligations under this Addendum or the Addendum, and who is either (1) listed in Exhibit A or (2) subsequently authorized under Section 9.2 of this Addendum.
• “Customer Account Data” means personal data that relates to the Customer’s relationship with Findymail, including the names or contact information of individuals authorized by the Customer to access the Customer’s account and billing information of individuals that the Customer has associated with its account. The Customer Account Data also includes any data Findymail may need to collect for the purpose of managing its relationship with the Customer, identity verification, or as otherwise required by applicable laws and regulations.
• “Customer Usage Data” means Service usage data collected and processed by Findymail in connection with the provision of the Services, including without limitation data used to identify the source and destination of a communication, activity logs, and data used to optimize and maintain performance of the Services, and to investigate and prevent system abuse.
• “Data Controller” means the legal person which, alone or jointly with others, determines the purposes and means of the processing of Personal Data under this Addendum.
• “Data Exporter” means the Customer.
• “Data Importer” means Findymail.
• “Data Processor” means a natural or legal person, public authority, agency or other body which processes Personal Data on behalf of the Data Controller under this Addendum.
• “Data Protection Laws” means any applicable laws and regulations in any relevant jurisdiction relating to the use or processing of Personal Data including: (i) the California Consumer Privacy Act (“CCPA”), (ii) the General Data Protection Regulation (Regulation (EU) 2016/679) (“EU GDPR” or “GDPR”), (iii) the Swiss Federal Act on Data Protection, (iv) the EU GDPR as it forms part of the law of England and Wales by virtue of section 3 of the European Union (Withdrawal) Act 2018 (the “UK GDPR”); (v) the UK Data Protection Act 2018; and (vi) the Privacy and Electronic Communications (EC Directive) Regulations 2003; in each case, as updated, amended or replaced from time to time. The terms “Data Subject”, “Personal Data”, “Personal Data Breach”, “processing”, “processor,” “controller,” and “supervisory authority” shall have the meanings set forth in the GDPR.
• “EU SCCs” means the standard contractual clauses approved by the European Commission in Commission Decision 2021/914 dated 4 June 2021, for transfers of personal data to countries not otherwise recognized as offering an adequate level of protection for personal data by the European Commission (as amended and updated from time to time).
• “ex-EEA Transfer” means the transfer of Personal Data, which is processed in accordance with the GDPR, from the Data Exporter to the Data Importer (or its premises) outside the European Economic Area (the “EEA”), and such transfer is not governed by an adequacy decision made by the European Commission in accordance with the relevant provisions of the GDPR.
• “ex-UK Transfer” means the transfer of Personal Data, which is processed in accordance with the UK GDPR and the Data Protection Act 2018, from the Data Exporter to the Data Importer (or its premises) outside the United Kingdom (the “UK”), and such transfer is not governed by an adequacy decision made by the Secretary of State in accordance with the relevant provisions of the UK GDPR and the Data Protection Act 2018.
• “Personal Data” (whether or not capitalized) means any information relating to an identified or identifiable living, natural person (“data subject”) as set forth in applicable Data Protection Laws.
• “Processing” means any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means.
• “Services” shall have the meaning set forth in the Agreement.
• “Standard Contractual Clauses” means the EU SCCs and the UK SCCs.
• “Sub-processor” means any legal or natural person, including any agents and intermediaries, processing Personal Data on behalf of a Data Processor as set forth in Section 9 below.
• “UK SCCs” means the standard contractual clauses approved by the European Commission for transfers of personal data to countries not otherwise recognized as offering an adequate level of protection for personal data by the European Commission, being either (i) controller-to-processor clauses as approved by the European Commission in Commission Decision 2010/87/EU, dated 5 February 2010 (as amended and updated from time to time) (“UK Controller-to-Processor SCCs”); or (ii) controller-to-controller clauses as approved by the European Commission in Commission Decision 2004/915/EC, dated 27 December 2004 (as amended and updated from time to time) (“UK Controller-to-Controller SCCs”).

Nature and purpose of processing

Findymail will process the Customer’s Personal Data as necessary to provide the Services under the Addendum, for the purposes specified in the Agreement and this Addendum, and in accordance with the Customer’s instructions as set forth in this Addendum.

Duration

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

Categories of data subjects

The Customer’s employees, consultants, contractors, agents and/or prospective customers.

Categories of personal data

Findymail processes Personal Data contained in Customer Account Data, Customer Usage Data, and any Personal Data provided by the Customer or collected by Findymail in order to provide the Services or as otherwise set forth in the Agreement or this Addendum.

Categories of Personal Data include name, email, job title, username, Findymail device identifiers (e.g. serial number), IP address for company device.

Sensitive data or special categories of data

The Customer is prohibited from providing sensitive personal data or special categories of data to Findymail, including any data which discloses the criminal history of any persons.

Processing of data

The parties acknowledge and agree that with regard to the processing of Personal Data, Customer may act either as a Data Controller or Data Processor and, except as expressly set forth in this Addendum or the Addendum, Findymail is a Data Processor.

The Customer shall, in its use of the Services, at all times process Personal Data, and provide instructions for the processing of Personal Data, in compliance with Data Protection Laws. Customer shall ensure that the processing of Personal Data in accordance with Customer’s instructions will not cause Findymail to be in breach of the Data Protection Laws.

The Customer is solely responsible for the accuracy, quality, and legality of (i) the Personal Data provided to Findymail by or on behalf of Customer, (ii) the means by which Customer acquired any such Personal Data, and (iii) the instructions it provides to Findymail regarding the processing of such Personal Data.

Findymail shall not process Personal Data (i) for purposes other than those set forth in the Addendum and/or Exhibit A, (ii) in a manner inconsistent with the terms and conditions set forth in this Addendum or any other documented instructions provided by Customer, including with regard to transfers of personal data to a third country or an international organization, unless required to do so by Supervisory Authority to which Findymail is subject; in such a case, Findymail shall inform the Customer of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest, or (iii) in violation of Data Protection Laws. Customer hereby instructs Findymail to process Personal Data in accordance with the foregoing and as part of any processing initiated by Customer in its use of the Services. These instructions shall always be documented.

Following completion of the Services, at Customer’s choice, Findymail shall return or delete Customer’s Personal Data, unless further storage of such Personal Data is required or authorized by applicable law. If return or destruction is impracticable or prohibited by law, rule or regulation, Findymail shall take measures to block such Personal Data from any further processing (except to the extent necessary for its continued hosting or processing required by law, rule or regulation) and shall continue to appropriately protect the Personal Data remaining in its possession, custody, or control.

If Customer and Findymail have entered into Standard Contractual Clauses as described in Transfers of Personal Data, the parties agree that the certification of deletion of Personal Data that is described in Clause 12(1) of the UK SCCs and Clause 8.1(d) and Clause 8.5 of the EU SCCs (as applicable) shall be provided by Findymail to Customer only upon Customer’s request.

Except with respect to Customer Account Data and Customer Usage Data, the parties acknowledge and agree that Findymail is a service provider for the purposes of the CCPA (to the extent it applies) and is receiving personal information from Customer in order to provide the Services pursuant to the Addendum, which constitutes a business purpose. Findymail shall not sell any such personal information. Findymail shall not retain, use or disclose any personal information provided by Customer pursuant to the Addendum except as necessary for the specific purpose of performing the Services for Customer pursuant to the Addendum, or otherwise as set forth in the Addendum or as permitted by the CCPA. The terms “personal information,” “service provider,” “sale,” and “sell” are as defined in Section 1798.140 of the CCPA. Findymail certifies that it understands the restrictions of this Section.

Confidentiality

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

Authorized sub-processors

The Customer acknowledges and agrees that Findymail may (i) engage its affiliates and the Authorized Sub-Processors on the List (defined below) to access and process Personal Data in connection with the Services, and (ii) from time to time engage additional third parties for the purpose of providing the Services, including without limitation the processing of Personal Data. By way of this Addendum, Customer provides general written authorization to Findymail to engage sub-processors as necessary to perform the Services.

A list of Findymail’s current Authorized Sub-Processors (the “List”) will be made available to Customer (Exhibit D). Such List may be updated by Findymail from time to time. Customer acknowledges that certain sub-processors are essential to providing the Services and that objecting to the use of a sub-processor may prevent Findymail from offering the Services to Customer.

If Customer reasonably objects to an engagement of a sub-processor and Findymail cannot provide a commercially reasonable alternative within a reasonable period of time, Customer may discontinue the use of the affected Service by providing written notice to Findymail. Discontinuation shall not relieve Customer of any fees owed to Findymail under the Addendum.

If Customer does not object to the engagement of a third party in accordance with Section 9.2 within ten (10) days of change by Findymail, that third party will be deemed an Authorized Sub-Processor for the purposes of this Addendum.

Findymail will enter into a written agreement with each Authorized Sub-Processor imposing on the Authorized Sub-Processor data protection obligations at least as protective of Customer’s rights in Personal Data as those imposed on Findymail under this Addendum. In case an Authorized Sub-Processor fails to fulfill its data protection obligations under such written Addendum with Findymail, Findymail will remain liable to Customer for the performance of the Authorized Sub-Processor’s obligations under such Addendum.

If Customer and Findymail have entered into Standard Contractual Clauses as described in Transfers of Personal Data, (i) the above authorizations will constitute Customer’s prior written consent to the subcontracting by Findymail of the processing of Personal Data if such consent is required under the Standard Contractual Clauses, and (ii) the parties agree that the copies of the Addendums with Authorized Sub-Processors that must be provided by Findymail to Customer pursuant to Clause 5(j) of the UK SCCs or Clause 9(c) of the EU SCCs may have commercial information, or information unrelated to the Standard Contractual Clauses or their equivalent, removed by Findymail beforehand, and that such copies will be provided by Findymail only upon request by Customer.

Security of personal data

Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, Findymail shall maintain appropriate technical and organizational measures to ensure a level of security appropriate to the risk of processing Personal Data.

This includes protecting the data against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorized disclosure or access to the data (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 purposes of processing and the risks involved for the data subjects. Exhibit B sets forth additional information about Findymail’s technical and organizational security measures.

Transfers of personal data

The parties agree that Findymail may transfer Personal Data processed under this Addendum outside the EEA, the UK, or Switzerland as necessary to provide the Services.

If Findymail transfers Personal Data protected under this Addendum to a jurisdiction for which the European Commission has not issued an adequacy decision, Findymail will ensure that appropriate safeguards have been implemented for the transfer of Personal Data in accordance with Data Protection Laws.

Ex-EEA transfers

The parties agree that ex-EEA Transfers are made pursuant to the EU SCCs, which are deemed entered into (and incorporated into this Addendum by this reference) and completed as follows:

• Module One (Controller to Controller) of the EU SCCs apply when Findymail is processing Personal Data as a controller pursuant to Section 14 of this Addendum.
• Module Two (Controller to Processor) of the EU SCCs apply when Customer is a controller and Findymail is processing Personal Data for Customer as a processor pursuant to Section 2 of this Addendum.
• Module Three (Processor to Sub-Processor) of the EU SCCs apply when Customer is a processor and Findymail is processing Personal Data on behalf of Customer as a sub-processor.

For each module, where applicable, the following applies:

• The optional docking clause in Clause 7 does not apply.
• In Clause 9, Option 2 (general written authorization) applies, and the minimum time period for prior notice of sub-processor changes shall be as set forth in Section 9.2 of this Addendum.
• In Clause 11, the optional language does not apply.
• All square brackets in Clause 13 are hereby removed. The applicable provisions shall be the one corresponding to the situation of the data exporter described in square brackets.
• In Clause 17 (Option 1), the EU SCCs will be governed by French law.
• In Clause 18(b), disputes will be resolved before the courts of France.
• Exhibit A to this Addendum contains the information required in Annex I of the EU SCCs.
• Exhibit B to this Addendum contains the information required in Annex II of the EU SCCs.
• By entering into this Addendum, the parties are deemed to have signed the EU SCCs incorporated herein, including their Annexes.

Ex-UK transfers

The parties agree that ex-UK Transfers are made pursuant to the UK SCCs, which are deemed entered into and incorporated into this Addendum by reference, and completed as follows:

References to the GDPR will be deemed to be references to the UK GDPR and the UK Data Protection Act 2018, references to “supervisory authorities” will be deemed to be references to the UK Information Commissioner, and references to “Member State(s)” or the EU will be deemed to be references to the UK.

UK Controller-to-Processor SCCs

The UK Controller-to-Processor SCCs apply when Findymail processes Customer’s Personal Data as a processor.

• The illustrative indemnification clause does not apply.
• In Clause 4(f) the language “adequate protection within the meaning of Directive 95/46/EC” is deleted and replaced with “a level of data protection that is considered adequate under, or equivalent to, the applicable data protection law.”
• Clause 9, Governing Law, shall read “The Clauses shall be governed by the law of the Member State in which the data exporter is established, but without prejudice to the rights and freedoms that data subjects may enjoy under their national data protection laws.”
• In Clause 11(3), the language “, namely…” at the end of the sentence is hereby deleted.
• Exhibit A of this Addendum serves as Appendix I of the UK Controller-to-Processor SCCs. Exhibit B of this Addendum serves as Appendix II of the UK Controller-to-Processor SCCs.

UK Controller-to-Controller SCCs

The UK Controller-to-Controller SCCs apply when Findymail processes Customer’s Personal Data as a controller pursuant to Section 14 of this Addendum.

• Clause II(h) shall be deemed to state that Findymail will process Personal Data in accordance with the data processing principles set forth in Annex A.
• The illustrative commercial clause does not apply.
• Clause IV (Governing Law) shall read “The Clauses shall be governed by the law of the Member State in which the data exporter is established, but without prejudice to the rights and freedoms that data subjects may enjoy under their national data protection laws.” Exhibit A of this Addendum serves as Annex A.

The parties acknowledge and agree that if any of the UK SCCs are replaced or superseded by new standard contractual clauses approved under Article 46 of the UK GDPR (“New UK SCCs”), the Data Importer may give notice to the Data Exporter and, with effect from the date set forth in such notice, the UK SCCs in this Addendum will be amended so that the UK SCCs cease to apply to ex-UK Transfers and the New UK SCCs specified in such notice shall apply going forward. To the extent that the New UK SCCs require additional information, the parties shall reasonably and promptly work together to complete it.

Transfers from Switzerland

The parties agree that transfers from Switzerland are made pursuant to the EU SCCs with the following modifications:

• The terms “General Data Protection Regulation” or “Regulation (EU) 2016/679” shall be interpreted to include the Swiss Federal Act on Data Protection of 19 June 1992 (the “FADP,” and as revised as of 25 September 2020, the “Revised FADP”).
• The EU SCCs shall be interpreted to protect the data of legal entities until the effective date of the Revised FADP.
• Clause 13 is modified so that the Federal Data Protection and Information Commissioner (FDPIC) has authority for FADP-governed transfers and the appropriate EU supervisory authority has authority for GDPR-governed transfers.
• “EU Member State” shall not be interpreted to exclude Swiss data subjects from exercising rights in their habitual residence under Clause 18(c).

Supplementary measures

In respect of any ex-EEA Transfer or ex-UK Transfer, the following supplementary measures shall apply:

• As of the date of this Addendum, the Data Importer has not received any formal legal requests from any government intelligence or security service/agencies in the destination country for access to Customer’s Personal Data (“Government Agency Requests”).
• If the Data Importer receives any Government Agency Requests after the date of this Addendum, Findymail will attempt to redirect the agency to request data directly from the Customer. Findymail may provide basic Customer contact information to the agency as part of this effort. If compelled to disclose, Findymail will give reasonable notice and cooperate to allow Customer to seek a protective order unless legally prohibited. Findymail will not voluntarily disclose Personal Data. The parties will discuss whether transfers should be suspended in light of such requests.
• The parties will meet as needed to assess whether: (i) local law provides broadly equivalent protection, (ii) additional measures are necessary, and (iii) transfers remain appropriate, considering available information and supervisory authority guidance.
• If Data Protection Laws require the Standard Contractual Clauses to be executed as a separate agreement for a particular transfer, Findymail will promptly execute such clauses upon request, with reasonable amendments reflecting the applicable annexes and legal requirements.
• If transfer mechanisms cease to be valid or a supervisory authority requires suspension, Findymail may amend or implement alternative arrangements as required by Data Protection Laws.

Rights of data subjects

• Findymail shall, to the extent permitted by law, notify Customer upon receipt of a request by a Data Subject to exercise their rights (collectively, “Data Subject Request(s)”).
• If Findymail receives a Data Subject Request in relation to Customer’s data, Findymail will advise the Data Subject to submit their request to Customer. Customer is responsible for responding, including, where necessary, by using the functionality of the Services.
• Customer is solely responsible for ensuring that Data Subject Requests for erasure, restriction/cessation of processing, or withdrawal of consent are communicated to Findymail (and for maintaining records of consent where applicable).
• Upon Customer’s request and where possible, Findymail will assist Customer (at Customer’s cost to the extent legally permitted) in responding to Data Subject Requests where Customer cannot respond without Findymail’s assistance and Findymail can do so lawfully.

Actions and access requests; audits

• Findymail will provide reasonable cooperation and assistance for DPIAs and compliance demonstrations, with Customer responsible for costs to the extent legally permitted.
• Findymail will provide reasonable cooperation and assistance with Customer’s cooperation/prior consultation with supervisory authorities where required, with Customer responsible for costs to the extent legally permitted.
• Findymail will maintain records to demonstrate compliance and retain them for five (5) years after termination. Customer may review/audit/copy such records at Findymail’s offices during business hours with reasonable notice.
• Upon reasonable written request and subject to confidentiality controls, Findymail will provide relevant reports/certifications, or allow an independent third party audit no more than once per year, during business hours, restricted to Customer-relevant data, and not unreasonably disruptive. Customer bears audit costs and reimburses Findymail for time spent on-site.
• Findymail will notify Customer if an instruction infringes Data Protection Laws or Supervisory Authority requirements, and will make relevant information available to the Supervisory Authority on request.
• In the event of a Personal Data Breach, Findymail will inform Customer without undue delay and no later than 72 hours after becoming aware, and take reasonable remedial steps within Findymail’s control. Notifications will include (where possible) categories/approximate numbers, contact point details, likely consequences, and measures taken/proposed (provided in phases if needed).
• Findymail will provide reasonable cooperation and assistance necessary for Customer to notify the relevant Supervisory Authority and affected Data Subjects, where required.
• Breach obligations do not apply where the breach results from Customer actions/omissions; Findymail’s reporting does not constitute admission of fault or liability.

Findymail’s role as a controller

The parties acknowledge and agree that with respect to Customer Account Data and Customer Usage Data, Findymail is an independent controller (not a joint controller). Findymail will process such data as a controller to: manage the relationship; conduct core business operations (accounting, audits, tax, compliance); monitor/investigate/prevent misuse and security incidents; perform identity verification; comply with legal/regulatory obligations; and as otherwise permitted under Data Protection Laws.

Findymail may also process Customer Usage Data as a controller to provide, optimize, and maintain the Services, to the extent permitted by Data Protection Laws, in accordance with Findymail’s privacy policy at https://www.findymail.com/privacy-policy/.

Order of precedence

In the event of any conflict or inconsistency, the order of precedence will be: (1) the applicable terms in the Standard Contractual Clauses; (2) the terms of this Addendum; (3) the Agreement; and (4) Findymail’s privacy policy. Any claims brought in connection with this Addendum will be subject to the terms and conditions, including the exclusions and limitations set forth in the Agreement.

Non-compliance and termination

• If Findymail is in breach, Customer may instruct Findymail to suspend processing until compliance is restored or the contract is terminated. Findymail will promptly inform Customer if it cannot comply.
• Customer may terminate insofar as it concerns processing if: (1) processing is suspended and compliance is not restored within a reasonable time (and in any event within one month), (2) Findymail is in substantial/persistent breach, or (3) Findymail fails to comply with a binding decision of a competent court or Supervisory Authority.
• Findymail may terminate insofar as it concerns processing where Customer insists on instructions that infringe applicable legal requirements after Findymail has informed Customer.
• Following termination, Findymail will, at Customer’s choice, delete and certify deletion or return all personal data and delete copies unless law requires storage; until deletion/return, Findymail will continue to ensure compliance.

Exhibit A

The following includes the information required by Annex I and Annex III of the EU SCCs, and Appendix 1 of the UK SCCs.

1. The parties

Data exporter(s)

• Name: The party to the Terms of Service with Peanuts SaaS Studio or its Affiliate (as applicable).
• Address: The Data Exporter’s address.
• Contact person’s name, position and contact details: The name, position and contact details provided by the Data Exporter.
• Activities relevant to the data transferred under these Clauses: As described in Section 2 of the Addendum.
• Signature and date: By using the Services to transfer Personal Data to the Data Importer, the Data Exporter will be deemed to have signed this Exhibit.
• Role (controller/processor): Controller

Data importer(s)

• Name: Peanuts SaaS Studio
• Address: 3 ruelle des carmélites, 59160 Capinghem, FRANCE
• Email: privacy@findymail.com
• Activities relevant to the data transferred under these Clauses: As described in Section 2 of the Addendum.
• Signature and date: The data importer will be deemed to have signed this Exhibit on the transfer of Personal Data by the Data Exporter in connection with the Services.
• Role (controller/processor): Processor

2. Description of the transfer

3. Competent supervisory authority

The supervisory authority shall be the supervisory authority of the Data Exporter, as determined in accordance with Clause 13.

Exhibit B

Description of the technical and organisational security measures implemented by the Data Importer

The following includes the information required by Annex II of the EU SCCs and Appendix 2 of the UK SCCs.

Exhibit D

Sub-processors

Findymail engages with third-party entities to perform limited activities in connection with the Services rendered pursuant to the Agreement and described in this Addendum.

When Peanuts SaaS Studio engages third-party service providers in our capacity as a data processor for Customers’ Personal Data, the GDPR calls these providers sub-processors.