Data Processing Addendum

This Company Data Processing Addendum (“DPA”) is made a part of and incorporated into the Hummingbird Services Agreement (the “Agreement”) between Customer and Hummingbird RegTech, Inc. (for the purpose of this DPA, “Company”) (each individually, a “Party” and collectively, the “Parties”). This DPA sets out data protection requirements with respect to the Processing of Customer Data (as defined below) that is collected, stored, or otherwise Processed by Company for the purpose of providing the Services. This DPA is effective on the Effective Date of the Agreement. In the event of any conflict between this DPA and the remainder of the Agreement, the provisions of this DPA will control. This DPA will replace any previous data processing agreements entered into between Customer and the Company.

1. Definitions.

The terms below have the following meanings when used in this DPA. Any capitalized terms that are not defined in this
DPA have the meaning provided in the Agreement.

“Customer” means the Customer under the Agreement and the organization that is a Party to the Agreement and uses the
Services subject to the Agreement.

“Customer Data” means information that Customer discloses to the Company, or that the Company otherwise collects, stores, or processes on behalf of Customer in connection with the Agreement. Customer Data includes “Customer
Personal Data” (defined below). The term “Customer Data” does not include any data that Company acquired independently of its relationship with Customer.

“Customer Personal Data” means any personal data that Customer provides or discloses to Company or that Company
otherwise collects, stores, or Processes on behalf of Customer in connection with the Agreement, which may include, but is not limited to, Personal Data as defined under the GDPR (defined below), Personal Information under the CCPA (defined below), and other regulated data types under Applicable Privacy Law (defined below).

“Applicable Privacy Law” means all applicable national, local, state, federal, provincial, and divisional, statutes, rules or regulations, reporting requirements, ordinances, orders, decrees, judgments, consent decrees, settlement agreements and laws that are applicable to a respective party relating to data protection and privacy and including, state laws requiring
notice of breaches involving Personal Information.

“Authorized Persons” means any person who Processes Customer Data under this DPA on a Party’s behalf, including that Party’s employees, officers, directors, partners, principals, agents, representatives, contractors, and in the case of
Company, its Subprocessors. This does not include “Authorized Agents” as defined under the CCPA.

“Canadian Data Privacy Law” means active data privacy law in Canada, including Personal Information Protection and Electronic Documents Act (S.C. 2000, c.5), Alberta's Personal Information Protection Act (S.A. 2003, c P-6.5), British Columbia's Personal Information Protection Act (R.S.B.C. 2003, c. 63), and Québec's Act respecting personal information
in the private sector (CQLR c P-39.1).

“Controller” means the entity which determines the purpose and means of the Processing of Customer Personal Data. This includes a “Business” under the CCPA.

“Data Subject” means the identified or identifiable person to whom Customer Personal Data relates, including “Consumer” as defined under the CCPA.

“Data Subject Request” means requests from Data Subjects seeking to exercise their rights under Applicable Privacy Law. This includes Consumer rights requests under the CCPA.

“EEA” means the European Economic Area.

“GDPR” means the General Data Protection Regulation ((EU) 2016/679) and any national implementing laws, regulations and secondary legislation, as amended, updated or replaced from time to time, in the European Union, Switzerland and/or the United Kingdom.

“Personal Data” has the meaning given in Applicable Privacy Law, including Personal Information as defined under the
CCPA.

“Process”, “Processing”, and “Processed” will have the same meaning as defined under Applicable Privacy Law.

“Processor” means the entity engaged to process Personal Data on behalf of the Controller. This includes Service Providers as defined under the CCPA.

“Restricted Country” means 1) where the GDPR applies, a country outside of the European Economic Area (EEA) not subject to an adequacy determination by the European Commission and 2) where the Swiss Federal Act on Data Protection of June 19, 1992, applies, a country outside Switzerland which has not been recognized to provide an adequate level of protection by the Federal Data Protection and Information Commissioner.

“Restricted Transfer” means, 1) where the GDPR applies, a transfer of Personal Data (as defined under the GDPR) from
the EEA to a Restricted Country and 2) where the Swiss Federal Act on Data Protection of June 19, 1992, applies, a transfer of Personal Data from Switzerland to a Restricted Country.

“Security Incident” means an actual or suspected loss, misuse, or unauthorized acquisition of Customer Data.

“Services” means the products and/or services provided by Company to Customer pursuant to the Agreement.

"Standard Contractual Clauses" means, where the GDPR applies, the clauses annexed to the European Commission’s Implementing Decision 2021/914 of June 4, 2021 for the transfer of Personal Data (as defined by the GDPR) to third
countries.

“Strong Cryptography” means industry-tested and accepted algorithms, such as those referenced in NIST SP 800-175B.

"Subprocessor" means any Processor engaged by Company to assist in fulfilling its obligations with respect to providing the Services defined in this DPA to Customer. This includes Subcprocessor as defined under the GDPR and subcontracted Service Providers under the CCPA.

2. Data Processing.

2.1. Roles of the Parties. This DPA applies to the Processing of Customer Personal Data by Company as part of the Services described in this DPA.

2.1.1. Customer is the Controller. For the purposes of this DPA, Customer is the Controller.

2.1.2. Company is the Processor. For the purposes of this DPA, Company is the Processor.

2.2. Details of the Processing.

Purpose and Nature of Processing. The purpose and nature of the Processing will be as described in the
Agreement.
Frequency of Transfer. The frequency of transfer of Personal Data will be as described in the Agreement.
Company Retention Period and Duration of Processing. Company’s retention period of Customer Personal
Data and the duration of Processing will be as described in the Agreement.
Categories of Data Subjects. Data Subjects may include Customer’s customers, employees, suppliers, and end
users, or any other individual whose Personal Data Customer provides to Company.
Categories of Personal Data and of Data Subjects. The categories of Customer Personal Data and categories
of Data Subjects will be included in the description of Services of this Agreement.

2.2.3. Processing Instructions.

Company will not Process Customer Personal Data for any purpose other than: (i) as directed by Customer through Customer’s documented instructions; (ii) for the purposes of providing the Services as expressly stated in this DPA; or (iii) as otherwise required under Applicable Privacy Law.
Company will promptly notify Customer in writing, unless otherwise prohibited under Applicable Privacy Law, if Company:
1. becomes aware of or believes that any Processing instruction from Customer violates Applicable Privacy Law.
2. is unable to comply with Customer’s Processing instructions for any reason.
3. is unable to comply with Applicable Privacy Law.
4. is unable to comply with the terms of the Agreement for any reason.

2.2.4. Processing of Personal Data.

To the extent Company Processes Customer Personal Data as part of the Services, Company will:
1. comply with all applicable requirements Applicable Privacy Law throughout the term of the Agreement and thereafter, to the extent required;
2. only collect, use, retain, or disclose Customer Personal Data for the business purpose described in the Agreement;
3. not collect, use, retain, disclose, sell, or otherwise make Customer Personal Data available for Company’s own commercial purposes or in a way that does not comply with all applicable requirements of the Applicable Privacy Law. If a law requires Company to disclose Customer Personal Data for a purpose unrelated to the Services, Company must first inform Customer in writing and give Customer a reasonable opportunity to object, unless the law prohibits such notice;
4. limit Customer Personal Data collection, use, retention, and disclosure to activities reasonably necessary and proportionate to provide the Services described in this DPA;
5. Company must promptly comply with any consumer request or instruction requiring Company to provide, amend, transfer, or destroy Customer Personal Data, or to stop, mitigate, or remedy any unauthorized processing;
6. to the extent the Services require the collection of Personal Data from individuals on Customer’s behalf, Company will always provide a privacy notice at or prior to the collection Personal Data in question that complies with Applicable Privacy Law;
7. reasonably cooperate and assist Customer with meeting Customer’s Applicable Privacy Law compliance obligations and responding to inquiries; and
8. will notify Customer immediately if it receives any complaint, notice, or communication that directly or indirectly relates to either Party's compliance with the Applicable Privacy Law.
Company may retain a Subprocessor as permitted under Section 4 of this DPA.
Company acknowledges and certifies that it is prohibited from: (a) selling or sharing (each as defined by Applicable Privacy Law) Customer Personal Data; (b) Processing any Customer Personal Data provided by Customer (or provided by a third party on Customer’s behalf) or collected by Company on Customer’s behalf for any purpose other than (i) providing the Services under this DPA; (ii) using Customer Personal Data internally to verify or maintain the quality or safety of the Services, and to improve, upgrade or enhance the Services for
Customer; or (iii) using Customer Personal Data to comply with Applicable Privacy Law; (c) Processing Customer Personal Data outside of the direct business relationship with Customer; or (d) combining Customer Personal Data with other data that Company receives from another person or that Company collects.

2.3 Compliance with Applicable Privacy Law. Each party will in the performance of the Agreement and in compliance with this Addendum comply with all Applicable Privacy Law regarding the use, disclosure, and other Processing of any Customer Personal Data.

2.4. Customer Obligations. Customer acknowledges that it controls the nature and contents of the Customer Personal Data. Customer will ensure that it has obtained all necessary and appropriate consents from and provided notices to Data Subjects where required by Applicable Privacy Law to enable the lawful transfer of any Customer Personal Data to Company for the duration and purposes of this DPA and the Agreement.

3. Security.

3.1. Confidentiality of Personnel. Company will ensure that any of Company’s personnel and any subcontractors who have access to Customer Data are under an appropriate obligation of confidentiality.

3.2. Security Measures. Company will implement administrative, physical, and technical safeguards to ensure the security of Customer Data that are no less rigorous than accepted industry practices including: the National Institute of Standards and Technology NIST Cybersecurity Framework; the Control Objectives for Information and related Technology (COBIT) standards; or other applicable industry standards for information security. Company will maintain, and periodically review, a documented security program. At a minimum, Company’s safeguards for the protection of Customer Data will include (the obligations in Section 3.2 collectively, the “Technical and Organizational Security Measures”):

Access Control: limiting access of Customer Data to Authorized Persons with a bona fide need-to-know; maintaining a documented access approval process; revoking such access within twenty (24) hours in cases of personnel transfer or termination, and performing regular audits of user accounts to remove unnecessary access and privileges; strictly segregating Customer Data from Company Data so that it is not commingled with any other types of information;
Awareness and Training: providing appropriate privacy and information security training to Company’s employees with access to Customer Data, including annual refresher training; providing developers with appropriate secure development training such as OWASP Top 10;
Audit and Accountability: monitoring systems for unauthorized activity; generating, reviewing, as well as protecting such audit logs from unauthorized modification or disclosure;
Assessment, Authorization, and Monitoring: maintaining a process for periodically evaluating the effectiveness of its security controls; undergoing third-party penetration tests at least annually;
Configuration Management: establishing secure baseline configurations for the system(s) according to the principle of least functionality; maintaining a process for change control and conducting security impact analyses when appropriate;
Contingency Planning: performing regular system- and user-level backups and affording such information the same protections as the original; maintaining, regularly testing, and providing appropriate training for, a contingency plan;
Identification and Authentication: uniquely identifying all users; enforcing multi-factor authentication for access to Customer Data; modifying vendor default authenticators; establishing strong authentication mechanisms; and protecting authenticators from unauthorized disclosure and modification;
Incident Response: maintaining, regularly testing, and providing appropriate training for, an incident response plan with respect to the breach of Customer Data;
Maintenance; Media Protection; Physical and Environmental Protection: implementing appropriate security at facilities where Customer Data can be accessed, including physical access controls, video surveillance, environmental safeguards, and controls to protect hardware and media during transport and/or maintenance from unauthorized access or modification; securely sanitizing media before reuse;
Personnel Security: implementing appropriate personnel security and integrity procedures and practices, including, but not limited to, conducting background checks consistent with applicable law for all employees with access to Customer Data;
Risk Assessment: conducting periodic risk assessments and upon significant changes to the IT environment; implementing processes and mechanisms to identify and remediate technical vulnerabilities;
System and Services Acquisition: establishing a system development life cycle which incorporates security and privacy requirements; ensuring that externally managed systems meet organizational requirements;
System and Communications Protection: implementing boundary protections at managed interfaces of the system, including industry recognized strong password requirements, firewalls and subnets, and limiting traffic that with documented business need; using Strong Cryptography for all Customer Data when such data is transmitted over a network, whether via email, file transfer protocol, or other means of electronic exchange as well as when such data is stored in any media, including, but not limited to, any laptop computer and USB storage peripherals;
Supply Chain Risk Management: establishing security requirements with Subprocessors that are equal to or more restrictive than those in this DPA; establishing breach notification requirements with Subprocessors that conform to those in this DPA; assessing the security of Subprocessors before onboarding those Subprocessors; and assessing the security of Subprocessors annually thereafter; and
PCI DSS: to the extent Company Processes Cardholder Data, as defined by the PCI Security Standards Council, on behalf of Customer, Company will at all times remain in compliance with the latest PCI DSS Standards and provide Customer with up-to-date attestations thereof upon request.

3.3. Security Incident. Company will promptly and without undue delay upon confirmation of a security incident involving customer’s data, notify Customer in writing and furnish customer with full details of the security incident as it relates to customer’s data. Company will cooperate with Customer in any effort, action, or proceeding to protect all Customer Data and to mitigate and/or remediate the impact of the Security Incident, as such may be required by Applicable Privacy Law
including, without limitation, breach notification laws. Company will not make any notification to regulatory authorities or individuals unless Customer has given Company express written permission or such notification is required by applicable law.

4. Subprocessors.

Customer authorizes Company to engage Subprocessors to Process Customer Data only as required for Company to render the Services to Customer as described in this DPA.
Company will carry out adequate due diligence on each Subprocessor to ensure each Subprocessor is capable of providing the level of protection for Customer Data as is required by this DPA and Applicable Privacy Law.
Company will provide information on its Subprocessors to Customer, including documentation related to due diligence practices described in Section 4(b), upon written request of Customer.
Company will enter into a written agreement with each Subprocessor that imposes no less restrictive and protective terms as those contained in this DPA.
Company will be fully liable for the acts or omissions of its Subprocessors to the same extent Company would be liable if performing the services of each Subprocessor itself under the terms of this DPA.

5. Data Subject Requests.

Company will implement and maintain appropriate technical and organizational means to obtain information necessary to enable Customer to respond to requests from individuals to exercise rights afforded to them under Applicable Privacy Law or applicable Customer privacy policies, including rights of access, deletion, modification, portability, opt-out, limitation of Processing, objection, sale, third party disclosures, and non-discrimination. Company will: (a) promptly and without undue delay, notify Customer of an individual’s request to exercise their rights under Applicable Privacy Law with respect to the Parties’ Processing of Personal Data; and (b) will not respond to that request as to Personal Data Processed on behalf of Customer, except on the instructions of Customer or as required by Applicable Privacy Law, in which case Company will, to the extent permitted by such Applicable Privacy Law, inform Customer of the legal requirement before the Company responds to the request. Company shall notify Customer
immediately if it believes that it is not required under Applicable Privacy Law to complete an individual’s request.

6. Requests for Customer Personal Data.

If Company receives a valid subpoena, court order, warrant, or other legal demand (“Request”) from a third party (including law enforcement, judicial authority, or any governmental body) (“Requesting Party”) for disclosure of Customer Personal Data, unless prohibited by law, Company will use commercially reasonable efforts to redirect the Requesting Party to seek that Customer Personal Data directly from Customer. If, despite Company’s efforts, Company is compelled to disclose Customer Personal Data to a Requesting Party, Company will: (a) if legally permitted, promptly notify Customer of the Request to allow Customer to seek a protective order or other appropriate remedy. If Company is legally prohibited from notifying Customer, Company will use commercially reasonable efforts to disclose only the minimum amount of Customer Personal Data necessary to satisfy the Request.

7. Indemnification.

Company will defend, indemnify and hold Customer, and any of its officers, directors, agents and employees, harmless from and against any third party claims, lawsuits, investigations, penalties, damages, losses or expenses (including, but not limited to, reasonable attorney’s fees) arising out of Company’s obligations or violation of this DPA, including those stemming from any unauthorized disclosure of Customer Data through a Security Incident. Customer reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification and asserted by Customer. Company will fully cooperate with Customer in asserting that defense.

8. Monitoring and Audit Rights.

Company warrants it will and is able to uphold the standards and obligations set forth in this DPA. Upon request, Company will provide to Customer copies of assessments or audits related to Company’s or Company’s, Subprocessors’ and service providers’ access, use, and/or storage of Customer Data.

9. International Data Transfers.

9.1. General Obligations. Company will only transfer data across international borders and between jurisdictions to the extent permitted by Section 9 and in accordance with Applicable Privacy Law.

9.1.1. EU Personal Data. Transfers of Personal Data of EU Data Subjects from the EU/EEA to a Restricted Country will be conducted in accordance with the Standard Contractual Clauses, if applicable.

Controller-Processor Transfers. Transfers of EU Data Subject Personal Data from Customer (data exporter) in the EU/EEA to Company (data importer) in a Restricted Country will be in accordance with this DPA and the Controller-to-Processor Standard Contractual Clauses (attached as Exhibit A) (terms of which are incorporated here by reference).

9.1.2. U.S. and Canada Personal Data. To the extent a transfer involves Personal Data, Company may not transfer, store, or Process Personal Information outside of the United States or Canada without Customer’s express prior written permission and only if Company demonstrates that the jurisdiction in which the recipient of the transfer resides requires at
least the same level of privacy and security protections required by this Agreement and to the extent required by Applicable Privacy Law.

10. Destruction of Records.

Upon request by Customer or within 180 days of the expiration or termination of the Agreement, Company shall securely destroy or return to Customer (and shall cause its sub-processors to destroy or return) all materials containing Customer data within its possession, custody, or control, together with any and all copies thereof. If Customer data is returned to Customer, after such return is completed or if requested, Company shall securely
destroy or erase, and procure the destruction or erasure of, all copies of Customer data in its possession, custody, or control (including its agents and subcontractors) so that recovery is not possible by known forensic means. The Agreement and this Addendum will continue to apply to Customer data after the expiration or earlier termination of the Agreement until all Customer data is destroyed or erased in accordance with this Section.

11. Assessments and Questionnaires.

If applicable, Company will provide reasonable assistance to Customer in completing any data protection assessments, which may be required under Applicable Privacy Laws and, where legally required, consult with applicable data protection authorities in respect of any proposed Processing activity conducted in connection with the Services and the performance of the Agreement that presents a high risk to Data Subjects. Company represents and warrants to Customer that any information provided in response to Customer’s data protection assessments and/or security questionnaires are accurate to the best of Company’s knowledge and the person providing such information is authorized to do so and knowledgeable about Company’s privacy and information security measures.

12. Company contact/representative.

Please contact legal@hummingbird.co regarding any questions or issues related to this DPA.

13. Certification.

Where required by Applicable Privacy Law, Company understands and accepts the restrictions outlined within this Addendum with respect to the Customer Personal Data. Company, upon written request, will provide Customer proof of Company’s compliance with this Addendum.

14. Term.

The terms and conditions of this Addendum will terminate upon termination or expiration of the Agreement. Notwithstanding the foregoing, provisions by which their nature are intended to survive the expiration or earlier termination of this Addendum or the Agreement are intended by Company and Customer to survive such expiration or earlier termination of this Addendum or the Agreement.

EXHIBIT A
STANDARD CONTRACTUAL CLAUSES
CONTROLLER TO PROCESSOR

SECTION I

Clause 1
Purpose and scope

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)¹ for the transfer of personal data to a third country.
The Parties:
1. the natural or legal person(s), public authority/ies, agency/ies or other body/ies (hereinafter “entity/ies”)
  transferring the personal data, as listed in Annex I.A. (hereinafter each “data exporter”), and
2. the entity/ies in a third country receiving the personal data from the data exporter, directly or indirectly via
  another entity also Party to these Clauses, as listed in Annex I.A. (hereinafter each “data importer”)
  have agreed to these standard contractual clauses (hereinafter: “Clauses”).
These Clauses apply with respect to the transfer of personal data as specified in Annex I.B.
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

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.
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

Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter
and/or data importer, with the following exceptions:
1. Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;
2. Clause 8.1(b), 8.9(a), (c), (d) and (e);
3. Clause 9(a), (c), (d) and (e);
4. Clause 12(a), (d) and (f);
5. Clause 13;
6. Clause 15.1(c), (d) and (e);
7. Clause 16(e);
8. Clause 18(a) and (b).
Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.

Clause 4
Interpretation

Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that Regulation.
These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679.
These Clauses shall not be interpreted in a way that conflicts with rights and obligations provided for in Regulation (EU) 2016/679.

Clause 5
Hierarchy

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

Clause 6
Description of the transfer(s)

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

Clause 7 - Optional
Docking clause

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

¹Where the data exporter is a processor subject to Regulation (EU) 2016/679 acting on behalf of a Union institution or body as controller, reliance on these Clauses when engaging another processor (sub-processing) not subject to Regulation (EU) 2016/679 also ensures compliance with Article 29(4) of Regulation (EU) 2018/1725 of the European Parliament and of the Council of 23 October 2018 on the protection of natural persons with regard to the processing of personal data by the Union institutions, bodies, offices and agencies and on the free movement of such data, and repealing Regulation (EC) No 45/2001 and Decision No 1247/2002/EC (OJ L 295 of 21.11.2018, p. 39), to the extent these Clauses and the data protection obligations as set out in the contract or other legal act between the controller and the processor pursuant to Article 29(3) of Regulation (EU) 2018/1725 are aligned. This will in particular be the case where the controller and processor rely on the standard contractual clauses included in Decision […].

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

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.
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 the its content or exercise his/her rights. On request, the Parties shall provide the data subject with the reasons for the redactions, to the extent possible without revealing the redacted information. This Clause is without prejudice to the obligations of the data exporter under Articles 13 and 14 of Regulation (EU) 2016/679.

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

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.
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.
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.
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 Union² (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:

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;
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;
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
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

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

²The Agreement on the European Economic Area (EEA Agreement) provides for the extension of the European Union's internal market to the three EEA States Iceland, Liechtenstein and Norway. The Union data protection legislation, including Regulation (EU) 2016/679, is covered by the EEA Agreement and has been incorporated into Annex XI thereto. Therefore, any disclosure by the data importer to a third party located in the EEA does not qualify as an onward transfer for the purpose of these Clauses.

Clause 9
Use of sub-processors

GENERAL WRITTEN AUTHORISATION The data importer has the data exporter’s general authorisation for the engagement of sub-processor(s) as provided in Annex III: Appendix A. 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 30 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.
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.³ 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.
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.
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.
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

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

Clause 11
Redress

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.
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.
Where the data subject invokes a third-party beneficiary right pursuant to Clause 3, the data importer shall accept the decision of the data subject to:
1. lodge a complaint with the supervisory authority in the Member State of his/her habitual residence or place of work, or the competent supervisory authority pursuant to Clause 13;
2. refer the dispute to the competent courts within the meaning of Clause 18.
(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.
The data importer shall abide by a decision that is binding under the applicable EU or Member State law.
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.

³This requirement may be satisfied by the sub-processor acceding to these Clauses under the appropriate Module, in accordance with Clause 7.

Clause 12
Liability

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

Clause 13
Supervision

Where the data exporter is established in an EU Member State: The supervisory authority with responsibility for ensuring compliance by the data exporter with Regulation (EU) 2016/679 as regards the data transfer, as indicated in Annex I.C, shall act as competent supervisory authority. Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) and has appointed a representative pursuant to Article 27(1) of Regulation (EU) 2016/679: The supervisory authority of the Member State in which the representative within the meaning of Article 27(1) of Regulation (EU) 2016/679 is established, as indicated in Annex I.C, shall act as competent supervisory authority. Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) without however having to appoint a representative pursuant to Article 27(2) of Regulation (EU) 2016/679: The supervisory authority of one of the Member States in which the data subjects whose personal data is transferred under these Clauses in relation to the offering of goods or services to them, or whose behaviour is monitored, are located, as indicated in Annex I.C, shall act as competent supervisory authority.
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

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.
The Parties declare that in providing the warranty in paragraph (a), they have taken due account in particular of the following elements:
1. the specific circumstances of the transfer, including the length of the processing chain, the number of actors involved and the transmission channels used; intended onward transfers; the type of recipient; the purpose of processing; the categories and format of the transferred personal data; the economic sector in which the transfer occurs; the storage location of the data transferred;
2. the laws and practices of the third country of destination– including those requiring the disclosure of data to public authorities or authorising access by such authorities – relevant in light of the specific circumstances of the transfer, and the applicable limitations and safeguards⁴;
3. any relevant contractual, technical or organisational safeguards put in place to supplement the safeguards under these Clauses, including measures applied during transmission and to the processing of the personal data in the country of destination.
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.
The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on request.
The data importer agrees to notify the data exporter promptly if, after having agreed to these Clauses and for the duration of the contract, it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under paragraph (a), including following a change in the laws of the third country or a measure (such as a disclosure request) indicating an application of such laws in practice that is not in line with the requirements in paragraph (a).
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.

⁴As regards the impact of such laws and practices on compliance with these Clauses, different elements may be considered as part of an overall assessment. Such elements may include relevant and documented practical experience with prior instances of requests for disclosure from public authorities, or the absence of such requests, covering a sufficiently representative time-frame. This refers in particular to internal records or other documentation, drawn up on a continuous basis in accordance with due diligence and certified at senior management level, provided that this information can be lawfully shared with third parties. Where this practical experience is relied upon to conclude that the data importer will not be prevented from complying with these Clauses, it needs to be supported by other relevant, objective elements, and it is for the Parties to consider carefully whether these elements together carry sufficient weight, in terms of their reliability and representativeness, to support this conclusion. In particular, the Parties have to take into account whether their practical experience is corroborated and not contradicted by publicly available or otherwise accessible, reliable information on the existence or absence of requests within the same sector and/or the application of the law in practice, such as case law and reports by independent oversight bodies.

Clause 15
Obligations of the data importer in case of access by public authorities

15.1 Notification

The data importer agrees to notify the data exporter and, where possible, the data subject promptly (if necessary with
the help of the data exporter) if it:
1. receives a legally binding request from a public authority, including judicial authorities, under the laws of the country of destination for the disclosure of personal data transferred pursuant to these Clauses; such notification shall include information about the personal data requested, the requesting authority, the legal basis for the request and the response provided; or
2. becomes aware of any direct access by public authorities to personal data transferred pursuant to these Clauses in accordance with the laws of the country of destination; such notification shall include all information available to the importer.
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.
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.).
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.
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

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).
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.
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

The data importer shall promptly inform the data exporter if it is unable to comply with these Clauses, for whatever reason.
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).
The data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses, where:
1. the data exporter has suspended the transfer of personal data to the data importer pursuant to paragraph and compliance with these Clauses is not restored within a reasonable time and in any event within one month of suspension;
2. the data importer is in substantial or persistent breach of these Clauses; or
3. the data importer fails to comply with a binding decision of a competent court or supervisory authority regarding its obligations under these Clauses.
In these cases, it shall inform the competent supervisory authority of such non-compliance. Where the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise.
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.
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 one of the EU Member States, provided such law allows for third-party beneficiary rights. The Parties agree that this shall be the law of Ireland.

Clause 18
Choice of forum and jurisdiction

Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State.
The Parties agree that those shall be the courts of Ireland.
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.
The Parties agree to submit themselves to the jurisdiction of such courts.

APPENDIX

EXPLANATORY NOTE:

It must be possible to clearly distinguish the information applicable to each transfer or category of transfers and, in this regard, to determine the respective role(s) of the Parties as data exporter(s) and/or data importer(s). This does not
necessarily require completing and signing separate appendices for each transfer/category of transfers and/or contractual relationship, where this transparency can be achieved through one appendix. However, where necessary to ensure sufficient clarity, separate appendices should be used.

ANNEX I

LIST OF PARTIES
Data exporter(s): [Identity and contact details of the data exporter(s) and, where applicable, of its/their data protection officer and/or representative in the European Union]
1. Name: [CUSTOMER NAME]
Address: [CUSTOMER ADDRESS]
Contact person’s name, position and contact details: [CONTACT]
Activities relevant to the data transferred under these Clauses: See Annex I.B. below.
Signature and date: By entering into the DPA, the data exporter is deemed to have signed this Annex I, as of the
Effective Date of the DPA.
Role (controller/processor): Controller
Data importer(s): [Identity and contact details of the data importer(s), including any contact person with responsibility for
data protection]
1. Name: Hummingbird RegTech Inc.
Address: 440 North Barranca Avenue, #4151, Covina, CA 91723
Contact person’s name, position and contact details: Security Team at dataprotection@hummingbird.co
Activities relevant to the data transferred under these Clauses: See Annex I.B below.
Signature and date: By entering into the DPA, the data exporter is deemed to have signed this Annex I, as of the
Effective Date of the DPA.
Role (controller/processor): Processor
B. DESCRIPTION OF TRANSFER
Categories of data subjects whose personal data is transferred
Customer’s employees, contractors, and customers

Categories of personal data transferred
Any Customer Data processed by Company in connection with the Services that constitutes Personal Data including name, business contact information, date of birth, gender, identity document numbers, occupation, IP address, and user ID.

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.
Company does not knowingly collect or process sensitive data from the Customer.

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

Nature of the processing
Company’s processing is limited to those discussed in the Agreement.

Purpose(s) of the data transfer and further processing
The purpose of the data transfer is for Customer to access and use Company’s services.

The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period
Company will retain personal data as long as necessary to provide Customer with the requested services and in accordance with applicable legal standards.

For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing
Company will restrict onward data transfers through the use of contractual data protection measures.
COMPETENT SUPERVISORY AUTHORITY

Identify the competent supervisory authority/ies in accordance with Clause 13
Where the UK GDPR applies, the competent supervisory authority will be the UK Information Commissioner’s Office. Where the EU GDPR applies, the competent supervisory authority will be the supervisory authority where the data exporter is established.

ANNEX II - TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA

Hummingbird currently observes the technical and organizational security measures detailed at https://trust.hummingbird.co.

ANNEX III – LIST OF SUB-PROCESSORS
Customer agrees that Hummingbird may engage certain sub-processors identified at
https://app.hummingbird.co/subprocessors.

ATTACHMENT B
SERVICE LEVEL ADDENDUM

Availability. Company will make the Services available 99.8% of the time. Availability will be calculated over the previous 90 days, on a rolling basis, as follows:
((total - downtime + excluded)/total * 100) ≥ 99.8
Where:
- Service means the latest production version of the online services made available by Company.
- total means the total number of minutes over the previous 90 days, on a rolling basis;
- downtime means minutes during which the Services are not available; and
- excluded means any downtime caused by planned downtime of which Company provides the notice stated in Section 2 below, or Force Majeure events.
Planned Maintenance. Company will provide advance notice of any planned downtime, and will schedule planned downtime outside of standard business hours (7 a.m. to 5 p.m. U.S. Pacific time) or during such other hours where this is reasonably designed to minimize the impact on users. Company will use commercially reasonable efforts to provide at least 48 hours' advance notice.
Reporting. Company will provide Customer with access to statistics on Service availability over the previous 90 days, on a rolling basis, upon request but no more than once per 60 day period.
Service Credits. Customer's sole and exclusive remedy, and Company's entire liability, in connection with Service availability shall be that, for each period of downtime lasting longer than one hour, Company will credit Customer one (1) percent of Customer’s monthly Fee, up to a maximum of ten such credits per monthly period. Any credit will be applied to the next Customer invoice.