Deskfirst Data Processing Addendum

This Data Processing Addendum (“Addendum”) is entered into by and between Deskfirst Inc. and its subsidiaries (together, “Deskfirst”) and the entity that is a party to a Deskfirst Service Agreement entered into pursuant to a Deskfirst-issued Order Form that has been accepted and executed by both parties (the “Customer”). This Addendum applies solely in connection with the provision of the Deskfirst services to such Customer, its Users, and its Invitees, under the applicable Deskfirst Service Agreement.

For the avoidance of doubt, this Addendum does not apply to Users or Invitees that were not invited by the Customer or its invitees, any access or use the Deskfirst services solely pursuant to Deskfirst’s Terms of Service, Users who set up a Deskfirst standard account or Users who accepted or other click-through or self-service agreements, and no data processing addendum is deemed to apply in connection with such use.

WHEREAS, Deskfirst may be involved in processing certain personal data or personal information on behalf of Customer (“Customer Data”) as part of its software-as-a-service (SaaS) platform that provides shared digital workspaces for business collaboration (“Services”) pursuant to an Agreement between Customer and Deskfirst (“Agreement”), and the parties wish to regulate Deskfirst’s processing of such personal data, through this Addendum.

THEREFORE, the parties have agreed to this Addendum, consisting of these parts:

Part One – General provisions

Applicable and in force: Always applies and is in force for Services.

Part Two – EU/EEA or UK GDPR DPA

Applicable and in force: Only if the Customer subject to the UK or EU/EEA GDPR regarding the personal data that Deskfirst processes for it when providing the Services.

Part Three – State Privacy Laws in the U.S.

Applicable and in force: Only if the Customer subject to state privacy laws in the U.S. regarding the personal data that Deskfirst processes for it when providing the Services.

Part Four – Israeli Privacy Protection Regulations (Information Security)

Applicable and in force: Only if the Customer subject to Israeli law regarding the personal data that Deskfirst processes for it when providing the Services.

Part 1 (General Provisions)

1. Scope. This Addendum and any of its Parts apply only where Deskfirst is processing Customer Data on behalf of the Customer and based on the Customer’s instruction. It does not apply to any Service Data Feedback, Deskfirst’s processing of data to separately operate the Services, the provision of the Services to Invitees who choose to set up an account and register to the Service subject to Deskfirst own Terms of Service, or to the processing required to administer the business or contractual relationship between Deskfirst and the Customer, which is covered by Deskfirst Privacy Policy.

2. Order of Precedence. In the event of any conflicting provisions between this Addendum and the Agreement or any other agreement in place between the parties, the provisions of this Addendum shall prevail.

3. Data security. Considering the methods, the costs of implementation and the nature, scope, context and purposes of Deskfirst’s processing of Customer Data, Deskfirst will implement and maintain security procedures and practices appropriate to the nature of the Customer Data, to protect the personal information from unauthorized access, destruction, use, modification, or disclosure (including data breaches), as further detailed in Deskfirst Trust Center - https://trust.deskfirst.com.

4. Data Subject Requests. Deskfirst will follow reasonable Customer’s written instructions to accommodate data subjects’ requests to exercise their rights in relation to their information within the Customer Data, including accessing their data, correcting it, restricting its processing or deleting it. Deskfirst will pass on to Customer requests that it receives (if any) from data subjects regarding their information processed by Deskfirst. Deskfirst shall notify Customer of the receipt of such request without undue delay, together with the relevant details.

5. Return or deletion of information. Upon Customer’s written request where no subsequent further processing is required, Deskfirst shall, at the instruction of Customer, either delete, destroy or return to Customer, some or all (however instructed) of the of the personal information that it and its third party suppliers process for Customer. Upon Customer’s request, Deskfirst will furnish written confirmation that the Personal Data has been deleted or returned pursuant to this section.

6. Disclosure. Unless legally prohibited, Deskfirst will provide Customer prompt notice of any request it receives from authorities to produce or disclose Customer Data it has Processed on Customer’s behalf, so that Customer (or its customer) may contest or attempt to limit the scope of production or disclosure request.

7. Data Breaches. Deskfirst shall without undue delay notify Customer of any actual or reasonably suspected accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Customer Data, that it becomes aware of. Deskfirst will investigate the breach, and take all available measures to mitigate the breach and prevent its reoccurrence. Deskfirst will cooperate in good-faith with Customer on issuing any statements or notices regarding such breaches, to authorities and data subjects.

8. Subcontracting to suppliers. Customer authorizes Deskfirst to subcontract any of its Service consisting of the processing of the Customer Data or requiring Customer Data to be processed by any third party supplier without the prior written authorization of Customer provided that: (a) Deskfirst notifies the Customer at least 10 business days in advance of any new or substitute supplier, in which case Customer shall have the right to object, on reasoned grounds, to that new or replaced supplier. If Customer so objects, Deskfirst may not engage that new or substitute supplier for the purpose of processing Customer Data, and Deskfirst may either select another supplier in which case the above procedure shall repeat, or if it so chooses, terminate the Agreement or affected part of the Service (b) Deskfirst shall ensure that the supplier is bound by similar obligations under this DPA; and (b) Deskfirst is liable to Customer for the performance of any such supplier that fails to fulfil its obligations.

9. Details of Processing. The nature and purposes of the Processing activities, categories of data subjects whose personal data may be processed, categories of personal data Processed, frequency of the Processing, the period for which the personal data will be retained and (sub-) processors list are all specified in Appendix A of this Addendum.

10. Confidentiality. Deskfirst will ensure that its staff authorized to process the Customer Data are contractually bound by confidentiality obligations or are under an appropriate statutory obligation of confidentiality.

11. Disputes. Any dispute that the parties are unable to amicably resolve under this Addendum, shall be subject to the sole and exclusive jurisdiction and venue specified in the Agreement.

12. Liability. Each party’s total and aggregate liability to the other party under this Addendum for any direct or indirect damages asserted in connection with this Addendum, whether in tort (including negligence), contract, indemnity, strict liability, or otherwise, is capped as specified in the Agreement.

Part 2 (EU/EEA or UK GDPR DPA)

1. Capitalized terms used in this Part 2 but not defined herein or in the Agreement shall have the meaning ascribed to them in the General Data Protection Regulation (GDPR) (Regulation (EU) 2016/679) applicable as of 25 May 2018 and any national law supplementing the GDPR, and the UK Data Protection Act 2018 under the European Union (Withdrawal) Act 2018 as amended by Schedule 1 to the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019 (SI 2019/419); these shall collectively be referred to in this Part 2 as “Data Protection Law”.

2. Customer commissions, authorizes and requests that Deskfirst Process the Customer Data based on the instructions of Customer. Unless agreed otherwise in the Agreement, Deskfirst will Process the Personal Data only on Customer’s behalf (it being understood that Customer may be acting as a processor for and on behalf of its Customer, the Controller). Deskfirst and Customer are each responsible for complying with the Data Protection Law as applicable to their roles.

3. Deskfirst will Process the Personal Data only based on instructions from Customer documented in this Addendum or otherwise provided in writing, which instructions must be consistent with the nature and characteristics of the Services. The foregoing applies unless Deskfirst is otherwise required by law to which it is subject (and in such a case, Deskfirst shall inform Customer of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest). Deskfirst shall promptly inform Customer if, in Deskfirst's opinion, an instruction is in violation of Data Protection Law.

4. Deskfirst will make available to Customer and the Data Controller all information at its disposal necessary to demonstrate compliance with the obligations under Data Protection Law.

5. Upon written request of the Customer and within reasonable time, Deskfirst will make available to Customer all information in its disposal necessary to demonstrate compliance with the obligations under Data Protection Law, shall maintain all records required by Article 30(2) of the GDPR, and shall make them available to the Customer upon request.

6. Deskfirst will follow Customer’s instructions to accommodate Data Subjects’ requests to exercise their rights in relation to their Personal Data, including accessing their data, correcting it, restricting its processing or deleting it, within the boundaries of the Service’s capabilities and features. Deskfirst will pass on to Customer requests that it receives from Data Subjects regarding their Personal Data Processed by Deskfirst. Any request from Data Subjects arising out of the processing of Personal Data by Deskfirst, including but not limited to rectification, erasure, and blocking of Personal Data, portability requests and objection, has to be asserted to Customer.

7. Customer authorizes Deskfirst to engage another sub-processor for carrying out specific processing activities, provided that Deskfirst informs Customer at least 10 business days in advance of any new or substitute sub-processor, in which case Customer shall have the right to object, on reasoned grounds, to that new or replaced sub-processor. If Customer so objects, Deskfirst may not engage that new or substitute sub-processor for the purpose of Processing Personal Data, and Deskfirst may either select another sub-processor in which case the above procedure shall repeat, or if it so chooses, terminate the Agreement of affected part of the Service.

8. Without limiting the foregoing, in any event where Deskfirst engages another sub-processor, Deskfirst will ensure that similar data protection obligations as set out in this Addendum are likewise imposed on that other sub-processor by way of a contract, in particular providing sufficient guarantees to implement appropriate technical and organizational measures in such a manner that the processing will meet the requirements of the GDPR. Where the other sub-processor fails to fulfil its data protection obligations, Deskfirst shall remain fully liable to Customer for the performance of that other sub-processor’s obligations.

9. Deskfirst and its other sub-processors will only Process the Personal Data in member states of the European Economic Area, in territories or territorial sectors recognized by an adequacy decision of the European Commission (or as applicable, the UK GDPR regulations), as providing an adequate level of protection for Personal Data pursuant to Article 45 of the GDPR or using adequate safeguards as required under Data Protection Law governing cross-border data transfers (e.g., Standard Contract Clauses).

10. Subject to prior coordination between the Customer and Deskfirst as to the timing and agenda of the audit, following Customer’s written request, Deskfirst shall allow within reasonable timeframe for and contribute to audits, including carrying out inspections conducted by Customer, the Controller, or another auditor mandated by Customer or the Controller in order to establish Deskfirst's compliance with this Addendum and the provisions of the applicable Data Protection Law as regards the Personal Data that Deskfirst processes on behalf of Customer. Such audits or inspections shall be carried out during Deskfirst’s ordinary business hours, not more than one business day per year (unless Data Protection Law or a supervisory authority mandate more frequent audits or inspections), shall be conducted with minimal disruption to Deskfirst’s business activities, and be subject to confidentiality undertakings satisfactory to Deskfirst.

11. Deskfirst will assist, within a reasonable scope of assistance, Customer and the Controller with the preparation of data privacy impact assessments and prior consultation as appropriate (and if needed).

Part 3 (State Privacy Laws in the U.S.)

1. Definitions

a. “Applicable State Privacy Laws” means the CPRA and in other applicable state privacy laws in the United States, such as (but not limited to): Virginia Consumer Data Protection Act, Connecticut Act Concerning Personal Data Privacy and Online Monitoring, Utah Consumer Privacy Act, and the Colorado Privacy Act.

b. “Breach” means any breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Covered Information, during its Processing by Deskfirst.

c. “Consumer” means a natural person, including a natural person in their professional or work capacity.

d. “CPRA” means Cal. Civ. Code §1798.100 et seq. and the regulations at 11 C.C.R. §7000 et seq.

e. “Covered Information” means information that Deskfirst's Service stores, handles, or otherwise maintains for and on behalf of Customer.

f.  “Process” (and its cognate terms) means any operation or set of operations that are performed on Covered Information or on sets of Covered Information, whether or not by automated means.

g. “Sell” (and its cognate terms) means selling, renting, releasing, disclosing, disseminating, making available, transferring, or otherwise communicating orally, in writing, or by electronic or other means, Covered Information for monetary or other valuable consideration.

h. "Share” (and its cognate terms) means sharing, renting, releasing, disclosing, disseminating, making available, transferring, or otherwise communicating orally, in writing, or by electronic or other means, Covered Information  for cross-context behavioral advertising, whether or not for monetary or other valuable consideration, including transactions for cross-context behavioral advertising  in which no money is exchanged.

2. Deskfirst may only Process the Covered Information to perform the Agreement. The parties agree that the Customer is only disclosing the Covered Information to Deskfirst so that Deskfirst can provide the Services to the Customer and other purposes agreed upon in the Agreement. Deskfirst is prohibited from retaining, using, or disclosing the Covered Information for any commercial purpose other than the foregoing business purposes. Additionally, subject to the Agreement, Deskfirst is prohibited from retaining, using, or disclosing the Covered Information pursuant to this Addendum outside the direct business relationship between Deskfirst and Customer.

3. Subject to the Agreement, Deskfirst must not Sell or Share any Covered Information it Processes.

4. Deskfirst shall comply with all applicable sections of the Applicable State Privacy Laws and shall provide, with respect to Covered Information, the same level of privacy protection as required by Applicable State Privacy Laws.

5. Commensurate with the nature of Deskfirst’s Services to Customer and in accordance with Customer’s specified instructions to Deskfirst, Deskfirst shall help Customer in reasonable timeframe to comply with Consumer written requests made pursuant to Applicable State Privacy Laws of which Deskfirst is informed of by Customer.

6. Deskfirst grants Customer the right to take reasonable and appropriate steps to ensure that Deskfirst uses the Covered Information in a manner consistent with Customer’s obligations under this Addendum and Applicable State Privacy Laws. Deskfirst grants Customer the right, upon notice, to take reasonable and appropriate steps to stop and remediate Deskfirst’s unauthorized use of Covered Information.

7. Deskfirst must promptly notify Customer when it makes a determination that it can no longer meet its obligations under this Addendum or Applicable State Privacy Laws.

Part 4

1. Definitions. In this Part, the following terms shall be interpreted as follows:

1.1 "Applicable Laws” means Israeli Privacy Protection Law, 5741-1981 (hereinafter – the “Privacy Law”) and the regulations promulgated thereunder (and in particular the Privacy Protection Regulations (Information Security), 5777 - 2017), as well as any legislative or administrative provision or directive that will apply to the Processor in connection with the provision of the Services under the Agreement.

1.2  "Controller” means the Customer.

1.3  "Database" means a collection of personal data held by physical, magnetic or optical means.

1.4  “Personal Data” means information, data and data sets that relates to an individual, and which identifies such individual, or which may be reasonably used in order to identify such individual, regardless of the medium in which such data is being presented, and which the Processor Processes for and on behalf of the Controller within the scope of the Services.

1.5  "Personal Data Breach” means an of actual or reasonably suspected incident: (a) of unauthorized access to or use of Personal Data, or such access or use exceeding authorization, or (b) impacting the integrity of the Personal Data in a manner that is not authorized or exceeds authorization.

1.6  "Processing" (and its derivatives, including, but not limited to "Process") means the collection, access, retention, modification, use, disclosure and transfer of Personal Data.

1.7  “Processor” means Deskfirst.

2. Processor’s obligations regarding the Processing of Personal Data

2.1  The Processor shall process Personal Data for Customer solely to provide the Services under the Agreement, and only in the manner based on the Agreement and in this Part 4, and for no other purpose, unless expressly instructed by Customer to do so.

2.2  Processor undertakes to manage access rights to Personal Data, including by way of providing its users with ‘Least Privileges’ based on their ‘Need to Know’, for the purpose of carrying out their tasks, and shall take measures in order prevent access by unauthorized individuals to Personal Data. In addition, Processor will maintain an up-to-date listing of all individuals authorized to access or use the Database and will use measures designed to prevent access to any individual who does not have a need to be exposed to the Personal Data.

2.3  Processor shall not grant access to the Personal Data to its employees, consultants or anyone else acting on its behalf, before reviewing and confirming, within the boundaries of applicable law, that their background, integrity, and reliability are suitable for a position granting them access to Personal Data.

2.4  Processor shall grant its employees access to the Database, subject to conducting training activities regarding privacy protection and information security obligations applicable to the Processor by virtue of the Applicable Laws and this Part 4.

2.5  Processor will implement appropriate technical and organizational measures to ensure a level of security appropriate to that risk, as set forth in this Part 4.

2.6  Processor shall develop, implement, and enforce an information security policy that covers at least the following topics (“Information Security Policy”):

2.6.1   Guidelines regarding the physical protection of the Database systems and the sites in which they are located;

2.6.2  Guidelines regarding the management and monitoring of access authorizations and actions taken in the Database;

2.6.3  Mapping of all the of the security measures taken by Processor regarding the Database;

2.6.4  Guidelines for individuals authorized to access Personal Data and Database;

2.6.5  A review of the risks to which the Personal Data is exposed to as part of Processor’s ongoing activities including instructions regarding the means of recording, monitoring, and identifying threats to which the Database systems are exposed;

2.6.6  Instructions and procedures regarding the mitigation and management of a Personal Data Breach;

2.6.7  Instructions and procedures regarding the use of removable devices.

2.7.  Processor shall map the operational environment of the Database. In this regard, Processor shall prepare an inventory list that includes all the systems, software, interfaces, infrastructures of hardware components and communications components that Processor operates in the Database environment for the ongoing operation of the Database (the “Database Systems”). Processor shall update the list of inventories specified in this section from time to time and shall only disclose the document to those individuals who require access to it for the performance of their job functions. However, Processor shall update the foregoing list in any case in which substantial changes to the operating environment are implemented in the Database or in the manner in which Personal Data is Processed.

3. Disclosure and transfer of Personal Data

3.1.  Processor shall not disclose Personal Data in the scope of Processing Personal Data on behalf of Customer to any entity, unless Customer has provided its prior written consent, except as follows:

3.1.1.   As strictly as necessary for the provision of Services;

3.1.2.  Where such disclosure is required by Applicable Law or during a legal proceedings, in which case Processor shall notify Customer in writing promptly upon receipt of the request and before fulfilling the disclosure request, and will cooperate and disclose the minimum Personal Data necessary to comply with Applicable Law or legal proceedings;

3.1.3.  Processor shall use conventional encryption mechanisms for any transfer of Personal Data to a third party and for any remote connection to the Database Systems.

4. Storing, Deletion and Return of Personal Data

4.1.  Processor undertakes to implement appropriate security measures designed to ensure the integrity of the Personal Data, its availability, confidentiality, and reliability.

4.2.  To the extent reasonable given the nature of the system involved, Processor shall maintain logical separation between the Database Systems and the computer systems used by Processor that are not directly related to the Processing or Personal Data for Customer. In the event the Database Systems is connected to the Internet or to another public network, Processor shall install appropriate means of protection against information security incidents, such as firewalls and anti-virus tools.

4.3.  Processor shall retain the Personal Data only as strictly as necessary to provide the Services to Customer, or as mandatory under Applicable Laws.

4.4.  Processor shall regularly update the Database Systems, including the software installed in the Database Systems, with information security updates. When operating the Database Systems, Processor will not use software and/or hardware components that the manufacturer does not support in terms of their security aspects.

4.5.  To the extent reasonable given business needs, Processor will implement measures to prevent the connection of removable devices to the Database Systems or devices Processing Personal Data (to the extent those Database Systems or devices are located in the Processor’s premises or assigned to its employees, consultants, and anyone on its behalf). Notwithstanding the foregoing, portable devices such as laptops and smartphones Processing Personal Data may be used so long as they are encrypted with appropriate, industry-customary encryption.

4.6.  In accordance with the Agreement and without prejudice to its generality, Processor shall return, delete or destroy all Personal Data to which this Part 4 applies, including but not limited to, all original and copies of that Personal Data, in any medium, including but not limited to, hard drives, backup media, and any other magnetic or optical media and all materials derived from, or including the, Personal Data upon Customer written request for return, deletion or distortion for any reason.

5. Cross-Border Data Transfers

5.1.  Processor shall comply with the law applicable to the transfer of Personal Data to foreign jurisdictions, including but not limited, to the Protection of Privacy Regulations (Transfer of Information to Databases Outside of Israel), 5761-2001.

5.2.  In addition, Other than as described under this Addendum, Processor shall not transfer Personal Data to a foreign jurisdiction outside the EEA, the UK or outside countries that offer an adequate level of data protection, without prior advanced notice to Customer, and Customer shall be entitled to object to such transfer, on reasonable grounds, within 10 business days from receipt of notice.

5.3.  If no objection is provided by Customer, Processor shall keep Customer updated on material compliance developments in its transfers of Personal Data to foreign jurisdictions, considering the aforementioned regulations.

6. Breach of information security

6.1.  Processor will notify Customer without undue delay and no later than twenty-four (24) hours (during business days) after becoming aware of a Personal Data Breach, and provide Customer with sufficient information to allow Customer to meet any obligations to report or inform affected individuals or a supervisory authority of the Personal Data Breach.

Such notice shall include, at the time of initial notification or without undue delay after the initial notification, details of the nature of the Personal Data Breach, number of records affected, the category and approximate number of affected individuals, anticipated consequences of the Personal Data Breach and any actual or proposed remedies for mitigating the possible adverse effects of the Personal Data Breach.

6.2.  In any case of a Personal Data Breach affecting Customer Personal Data, Processor also:

6.2.1.   Will cooperate with Customer and/or anyone on its behalf to investigate the Personal Data Breach as aforesaid and will not release any public statement relating to that Personal Data Breach, except as required by law;

6.2.2.   Will take all necessary and appropriate corrective measures to repair the Personal Data Breach.

6.3.  In the event of a Personal Data Breach, the parties will discuss the matter and reach an agreement regarding the measures required to repair the Personal Data Breach and the schedule for their implementation.

7. Audit & Documentation

7.1.  Processor shall provide Customer upon its request, a written approval according to which it performs and fulfills its obligations pursuant to this Part 4 and the provisions of the Applicable Law.

7.2.  Processor shall fully cooperate with Customer in providing in reasonable timeframe all information and assistance reasonably requested by Customer in connection with data security issues and practices and supplementary documents, so as to allow Customer to properly address information security, privacy and regulatory matters relating to the Database.

7.3.  Processor undertakes to allow the representatives of Customer and/or any person or entity acting on Customer’s behalf to carry out, through advance written notice and within a reasonable timeframe, surveys and audits regarding the performance of Processor’s obligations under this Part 4. It is hereby clarified that as a pre-condition for the performance of such surveys and audits, surveyor and auditor on behalf of Customer shall be required to sign an undertaking in order to maintain confidentiality of Processor’s data to which such surveyor or auditors will be exposed to in the course of the survey or audit.

Appendix A - DATA PROCESSING

Categories of data subjects whose personal data is processed

Customer’s Users' data.

Customer Invitees’ data.

Categories of personal data Processed

Users' data:

Contact Details such as full name, email address, and authentication details such as password and username. if the engagement is made through a third party provide account, such as a Google account, the User’s language preferences and profile picture will be collected. inquiry information, such as a User’s company name, requirements, and the content of its message

Customer Data such as the content, documents, and information being uploaded or provided to the Service

Engagement Data such as interactions within the workspace, including timestamps of access to it and files within, duration of activities such as file views, downloads, and other operations

Invitees’ data:

Customer Data such as the content, documents, and information being uploaded or provided to the Service

Engagement Data such as interactions within the workspace, including timestamps of access to it and files within, duration of activities such as file views, downloads, and other operations

The frequency of the Processing.

Continuous basis per workspace session during the subscription term and while providing support services.

Nature of the processing

Deskfirst processes personal data to provide the Service as specified under the Agreement.

Purpose(s) of the data Processing and further processing

Personal Data is contained in the data which Deskfirst and its Users share through Service under the Agreement. Deskfirst has access to such data solely for purposes pursuant to the Agreement, this Addendum and relevant order forms.

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

During the Process used by Customer within the Subscription Term.

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

Deskfirst mainly uses Amazon AWS, Auth0, MongoDB, Stripe, Cloudflare and other LLM AI providers. The subprocessors’ services are used as long as Deskfirst’s Services are provided to Customer.