Data Processing Agreement

This Data Processing Agreement ("DPA") forms part of the Terms of Use (or other similarly titled written or electronic agreement addressing the same subject matter) ("Agreement") between q-alizer (acting as the Processor) and the party engaging q-alizer's services (the Customer, acting as the Controller), under which the Processor provides the Controller with software and services (the "Services"). The Controller and the Processor are individually referred to as a "Party" and collectively as the "Parties".

The Parties seek to implement this DPA to comply with the requirements of EU GDPR (defined hereunder) in relation to Processor's processing of Personal Data (as defined under the EU GDPR) as part of its obligations under the Agreement.

This DPA shall apply to Processor's processing of Personal Data provided by the Controller as part of Processor's obligations under the Agreement.

Except as modified below, the terms of the Agreement shall remain in full force and effect.

1. Definitions

Terms not otherwise defined herein shall have the meaning given to them in the EU GDPR or the Agreement. The following terms shall have the corresponding meanings assigned to them below:

• "Data Transfer" means a transfer of the Personal Data from the Controller to the Processor, or between two establishments of the Processor, or with a Sub-processor by the Processor.
• "EU GDPR" means the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC (General Data Protection Regulation).
• "Standard Contractual Clauses" means the contractual clauses attached hereto as Schedule 1 pursuant to the European Commission's Implementing Decision (EU) 2021/914 of 4 June 2021 on Standard Contractual Clauses for the transfer of Personal Data to processors established in third countries which do not ensure an adequate level of data protection.
• "Controller" means the natural or legal person, public authority, agency, or other body which, alone or jointly with others, determines the purposes and means of the processing of personal data; where the purposes and means of such processing are determined by Union or Member State law, the controller or the specific criteria for its nomination may be provided for by Union or Member State law. In the context of this Agreement, Customer is the Controller.
• "Processor" means q-alizer, a legal entity which processes personal data on behalf of the Controller.
• "Sub-processor" means a processor/sub-contractor appointed by the Processor for the provision of all or parts of the Services and Processes the Personal Data as provided by the Controller.

2. Purpose of this Agreement

This DPA sets out various obligations of the Processor in relation to the Processing of Personal Data and shall be limited to the Processor's obligations under the Agreement. If there is a conflict between the provisions of the Agreement and this DPA, the provisions of this DPA shall prevail.

3. Categories of Personal Data and Data Subjects

The Controller authorizes permission to the Processor to process the Personal Data to the extent of which is determined and regulated by the Controller. The current nature of the Personal Data is specified in Annex I to Schedule 1 to this DPA.

4. Purpose of Processing

The objective of Processing of Personal Data by the Processor shall be limited to the Processor's provision of the Services to the Controller and/or its Client, pursuant to the Agreement.

5. Duration of Processing

The Processor will Process Personal Data for the duration of the Agreement, unless otherwise agreed upon in writing by the Controller.

6. Data Controller's Obligations

The Data Controller shall warrant that it has all necessary rights, legal bases, and authorizations to provide the Personal Data to the Data Processor for the Processing to be performed in relation to the agreed services. To the extent required by Data Privacy Laws, Data Controller is responsible for ensuring that it provides such Personal Data to Data Processor based on an appropriate legal basis allowing lawful processing activities, including obtaining any necessary Data Subject consents to this Processing, maintaining records of such consents, and indemnifying and holding Processor harmless against any third-party claims or regulatory fines arising from Controller's breach of data protection laws or lack of valid legal basis.

Should such consent be revoked by the Data Subject, the Data Controller is responsible for communicating the fact of such revocation to the Data Processor immediately.

The Data Controller shall provide all natural persons from whom it collects Personal Data with the relevant privacy notice.

The Data Controller shall request the Data Processor to purge Personal Data when required by the Data Controller or any Data Subject whom it collects Personal Data unless the Data Processor is otherwise required to retain the Personal Data by applicable law or for legitimate back-up/archival purposes.

The Data Controller shall immediately advise the Data Processor in writing if it receives or learns of any:

• Complaint or allegation indicating a violation of Data Privacy Laws regarding Personal Data;
• Request from one or more individuals seeking to access, correct, or delete Personal Data;
• Inquiry or complaint from one or more individuals relating to the collection, processing, use, or transfer of Personal Data; and
• Any regulatory request, search warrant, or other legal, regulatory, administrative, or governmental process seeking Personal Data.

7. Data Processor's Obligations

The Processor will follow written and documented instructions received, including email, from the Controller, its affiliate, agents, or personnel, with respect to the Processing of Personal Data (each, an "Instruction"). The Processing described in the Agreement and the relating documentation shall be considered as Instruction from the Controller.

At the Data Controller's request and sole expense, the Data Processor will provide reasonable assistance to the Data Controller in responding to/complying with requests/directions by Data Subject in exercising their rights or of the applicable regulatory authorities regarding Data Processor's Processing of Personal Data.

In relation to the Personal Data, Data Controller shall obtain consent (where necessary) and/or provide notice to the Data Subject in accordance with Data Protection Laws to enable shared Personal Data to be provided to, and used by, the Processor as contemplated by this Agreement.

Where shared Personal Data is transferred outside the Data Processor's territorial boundaries, the Processor shall ensure that the recipient of such data is under contractual obligations to protect such Personal Data to the standards required under Data Protection Laws.

The Processor shall inform the Controller if, in its opinion, a processing instruction infringes applicable legislation or regulation.

Taking into account the nature of the processing and the information available to the Data Processor, the Data Processor shall provide reasonable assistance (at Controller's cost) to the Data Controller in conducting any necessary Data Protection Impact Assessments (DPIAs), as required under GDPR.

8. Data Secrecy

To Process the Personal Data, the Processor will use personnel who are:

• Informed of the confidential nature of the Personal Data, and
• Bound by appropriate obligations of confidentiality when performing the Services in accordance with the Agreement.

The Processor will regularly train individuals having access to Personal Data in data security and data privacy in accordance with accepted industry practice and shall ensure that all Personal Data is kept strictly confidential.

The Processor will maintain appropriate technical and organizational measures for protection of the security, confidentiality, and integrity of the Personal Data as per the specifications set forth in Annex II.

9. Audit Rights

Upon Controller's reasonable written request, and not more than once per twelve (12) month period, the Processor will make available to the Controller information as is reasonably necessary (such as third-party certifications, audit summaries, or ISO certificates) to demonstrate Processor's compliance with its obligations under the EU GDPR or other applicable laws in respect of its Processing of the Personal Data.

When the Controller wishes to conduct an on-site audit (by itself or through a qualified independent representative subject to strict confidentiality obligations) at Processor's site, it shall provide at least thirty (30) business days' prior written notice to the Processor. Such audits shall take place during normal business hours, without disrupting business operations, and shall occur no more than once every two (2) years, unless a material security incident has occurred.

The Controller shall bear all costs and expenses associated with any such audit, and shall reimburse Processor for all reasonable staff time and resources expanded in connection with Controller's audit request.

10. Mechanism of Data Transfers

Any Data Transfer for the purpose of Processing by the Processor in a country outside the European Economic Area (the "EEA") shall only take place in compliance as detailed in Schedule 1 to the DPA. Where such model clauses have not been executed at the same time as this DPA, the Processor shall not unduly withhold the execution of such template model clauses, where the transfer of Personal Data outside of the EEA is required for the performance of the Agreement.

11. Sub-processors

The Controller acknowledges and provides a general authorization for Processor to engage third-party Sub-processors in connection with the performance of the Services, provided such Sub-processors take technical and organizational measures to ensure confidentiality and security of Personal Data shared with them. The current Sub-processors engaged by the Processor are listed in Annex III of Schedule 1 hereto.

The Processor shall notify the Controller at least thirty (30) calendar days in advance of any intended changes or additions to its Sub-processors listed in Annex III by emailing notice of the intended change to Customer or updating its online sub-processor portal. If Controller has reasonable data protection objections to a new Sub-processor, Controller must notify Processor within fourteen (14) days. In the absence of an objection, the Sub-processor shall be deemed approved. In accordance with Article 28(4) of the GDPR, the Processor shall remain liable to Controller for any failure on behalf of a Sub-processor to fulfill its data protection obligations under the DPA in connection with the performance of the Services.

12. Personal Data Breach Notification

The Processor shall maintain defined procedures in case of a Personal Data Breach (as defined under the GDPR) and shall without undue delay, and where feasible within 72 hours after becoming aware, notify Controller if it confirms a Personal Data Breach affecting Controller's Personal Data, unless such Data Breach is unlikely to result in a risk to the rights and freedoms of natural persons.

The Processor shall provide the Controller with reasonable assistance to comply with Controller's obligations regarding notification of Personal Data Breach to Supervisory Authorities and/or Data Subjects, to identify the cause of such Data Breach and take commercially reasonable steps to mitigate and remedy such Data Breach.

No Acknowledgement of Fault by Processor: Processor's notification of or response to a Personal Data Breach under this DPA will not be construed as an acknowledgement by Processor of any fault or liability with respect to the data incident.

13. Return and Deletion of Personal Data

Upon termination or expiration of the Agreement or cessation of Processor's Services, the Processor shall, upon Controller's written request within thirty (30) days thereof, return to the Controller all Personal Data or delete Personal Data in Processor's possession, unless applicable law requires retention of such data or data is retained in encrypted automated backup systems (which will be securely isolated and deleted in accordance with Processor's standard retention cycles).

14. Technical and Organizational Measures

Having regard to the state of technological development and the cost of implementation, the Processor will implement appropriate technical and organizational measures against unauthorized or unlawful processing of Personal Data and against accidental loss, destruction, or damage to ensure a level of security appropriate to the risks, as further detailed in Annex II of Schedule 1.

Schedule 1

Annex I

A. List of Parties

Data Exporter(s):

• Name: Customer (as set forth in the relevant Order Form / Agreement)
• Address: As set forth in the relevant Order Form / Agreement
• Contact person's name, position, and contact details: As set forth in the relevant Order Form
• Activities relevant to the data transferred under these Clauses: Recipient of the Services provided by q-alizer in accordance with the Agreement.
• Signature and date: Signature and date are set out in the Agreement.
• Role (Controller / Processor): Controller

Data Importer(s):

• Name: q-alizer
• Address: q-alizer corporate headquarters address
• Contact person's name, position, and contact details: Data Protection Officer / Privacy Team (privacy@q-alizer.com)
• Activities relevant to the data transferred under these Clauses: Provision of software and data processing Services to the Customer in accordance with the Agreement.
• Signature and date: Signature and date are set out in the Agreement.
• Role (Controller / Processor): Processor

B. Description of Transfer

• Categories of data subjects whose personal data is transferred: Customer's authorized users, employees, contractors, and clients/end-users of the Services.
• Categories of personal data transferred: Name, address, date of birth, age, education, email, gender, image, job title/role, language, phone number, related person, related URL, user ID, username.
• Sensitive data transferred (if applicable): No sensitive data collected or intended to be processed under standard operations.
• Frequency of the transfer: Continuous basis for the duration of the Agreement.
• Nature of the processing: Storage, retrieval, organization, analysis, hosting, and operational execution required to deliver the q-alizer software platform and Services.
• Purpose(s) of the data transfer and further processing: To facilitate the performance and provision of the Services as more fully described in the Agreement and accompanying order forms.
• Retention period: Customer Personal Data will be retained for the duration of the Agreement plus standard deletion windows as set forth in this DPA and Agreement.
• Sub-processor transfers: Processing by Google Cloud and designated sub-processors for cloud hosting, infrastructure maintenance, and system support, and by Amazon Web Services (AWS) for DNS management, for the duration of the Agreement.

C. Competent Supervisory Authority

The competent supervisory authority shall be determined in accordance with Clause 13 of the EU SCCs or applicable GDPR regulations governing the Data Exporter.

Annex II: Technical and Organisational Measures

Description of the technical and organizational security measures implemented by q-alizer as the Data Processor/Data Importer to ensure an appropriate level of security:

1. Security Management & System

• Organization: q-alizer designates qualified security personnel whose responsibilities include development, implementation, and ongoing maintenance of the Information Security Program.
• Policies: Management reviews and supports all security-related policies to ensure the security, availability, integrity, and confidentiality of Customer Personal Data. These policies are updated at least once annually.
• Assessments: q-alizer engages reputable independent third parties to perform risk assessments of systems containing Customer Personal Data at least once annually.
• Risk Treatment: q-alizer maintains a formal and effective risk treatment program that includes penetration testing, vulnerability management, and patch management to protect against potential threats.
• Vendor Management: q-alizer maintains an effective vendor management program for evaluating sub-processors and third-party vendors.
• Incident Management: q-alizer reviews security incidents regularly, including effective determination of root cause and implementation of corrective actions.
• Standards: q-alizer operates an information security management system aligned with industry standards including ISO/IEC 27001:2022 principles.

2. Personnel Security

q-alizer personnel are required to conduct themselves in a manner consistent with company guidelines regarding confidentiality, business ethics, appropriate usage, and professional standards. q-alizer conducts reasonably appropriate background checks on employees who will have access to client data, to the extent legally permissible under local labor laws. Personnel are required to execute written confidentiality agreements at the time of hire and receive regular privacy/security training.

3. Access Controls

• Access Management: q-alizer maintains a formal access management process based on principles of "least privilege" and "need-to-know". Unique user IDs, strong passwords, and multi-factor authentication (MFA) or SSO are enforced.
• Infrastructure Security: Dedicated personnel monitor security infrastructure and respond to potential incidents. Access rights are periodically reviewed and logged to maintain strict audit trails.

4. Data Center and Network Security

• Data Center Infrastructure: q-alizer utilizes Google Cloud (including Firebase) as its data center provider, leveraging multi-availability zones for resiliency and regular backup restoration testing.
• Disaster Recovery & Redundancy: Data is replicated across multiple availability zones to prevent accidental loss and ensure continuous service availability.
• Vulnerability Management & Encryption: Regular vulnerability scans and patch deployments are performed. Transmissions are encrypted using standard HTTPS/TLS protocols, and data stored in multi-tenant environments is logically isolated.

Annex III: List of Sub-processors

The Controller has authorized the use of the following sub-processors: