Data Processing Addendum
2026-02-21 16:08 Diff
https://www.mashgin.com/data-processing-addendum

This Data Processing Addendum (“DPA”) supplements the Master Services and Equipment Agreement (the “Agreement”) entered into by and between Customer and Mashgin, Inc (henceforth “Mashgin”). By entering into the Agreement, when required by applicable Data Protection Laws (defined below), Customer enters into this DPA on behalf of itself and on behalf of its Affiliates (defined below), if any. This DPA incorporates the terms of the Agreement, and any terms not defined in this DPA shall have the meaning set forth in the Agreement. 

1.  Definitions

1.1   “Affiliate” means (i) an entity of which a party directly or indirectly owns fifty percent (50%) or more of the stock or other equity interest, (ii) an entity that owns at least fifty percent (50%) or more of the stock or other equity interest of a party, or (iii) an entity which is under common control with a party by having at least fifty percent (50%) or more of the stock or other equity interest of such entity and a party owned by the same person, but such entity shall only be deemed to be an Affiliate so long as such ownership exists.

1.2   “Authorized Sub-Processor” means a third-party who has a need to know or otherwise access Customer’s Personal Data to enable Mashgin to perform its obligations under this DPA or the Agreement, and who is either (1) listed in Exhibit B or (2) subsequently authorized under Section 4.2 of this DPA.

1.3   “Data Exporter” means Customer.

1.4   “Data Importer” means Mashgin.

1.5  “Data Protection Laws” means any applicable laws and regulations in any relevant jurisdiction relating to the use or processing of Personal Data including: (i) the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020 (“CCPA”), (ii) the General Data Protection Regulation (Regulation (EU) 2016/679) (“EU GDPR”) and the EU GDPR as it forms part of the law of England and Wales by virtue of section 3 of the European Union (Withdrawal) Act 2018 (the “UK GDPR”) (together, collectively, the “GDPR”), (iii) the Swiss Federal Act on Data Protection, (iv) the UK Data Protection Act 2018, (v) the Privacy and Electronic Communications (EC Directive) Regulations 2003, (vi) the Virginia Consumer Data Protection Act (“VCDPA”), (vii) the Colorado Privacy Act (“CPA”), (viii) the Connecticut Data Privacy Act (“CTDPA”), (ix) the Utah Consumer Privacy Act (“UCPA”); and (x) the Washington My Health My Data Act (“MHMDA”), in each case, as updated, amended or replaced from time to time. The terms “Data Subject”, “Personal Data”, “Personal Data Breach”, “processing”, “processor,” “controller,” and “supervisory authority” shall have the meanings set forth in the GDPR.  

1.6   “EU SCCs” means the standard contractual clauses approved by the European Commission in Commission Decision 2021/914 dated 4 June 2021, for transfers of personal data to countries not otherwise recognized as offering an adequate level of protection for personal data by the European Commission (as amended and updated from time to time), as modified by Section 6.2 of this DPA.

1.7   “ex-EEA Transfer” means the transfer of Personal Data, which is processed in accordance with the GDPR, from the Data Exporter to the Data Importer (or its premises) outside the European Economic Area (the “EEA”), and such transfer is not governed by an adequacy decision made by the European Commission in accordance with the relevant provisions of the GDPR.

1.8    “ex-UK Transfer” means the transfer of Personal Data covered by Chapter V of the UK GDPR, which is processed in accordance with the UK GDPR and the Data Protection Act 2018, from the Data Exporter to the Data Importer (or its premises) outside the United Kingdom (the “UK”), and such transfer is not governed by an adequacy decision made by the Secretary of State in accordance with the relevant provisions of the UK GDPR and the Data Protection Act 2018.

1.9   “Mashgin Account Data” means personal data that relates to Mashgin’s relationship with Customer, including the names or contact information of individuals authorized by Customer to access Customer’s account and billing information of individuals that Customer has associated with its account. Mashgin Account Data also includes any data Mashgin may need to collect for the purpose of managing its relationship with Customer, identity verification, or as otherwise required by applicable laws and regulations.

1.10 “Mashgin Usage Data” means Service usage data collected and processed by Mashgin in connection with the provision of the Services, including without limitation data used to identify the source and destination of a communication, activity logs, and data used to optimize and maintain performance of the Services, and to investigate and prevent system abuse.

1.11 “Services” shall have the meaning set forth in the Agreement.

1.12 “Standard Contractual Clauses” means the EU SCCs and the UK SCCs.   

1.13 “UK Addendum” has the meaning set forth in Exhibit D.

1.14 “UK SCCs” means the EU SCCs, as amended by the UK Addendum.  

2.  Relationship of the Parties; Processing of Data

2.1   The parties acknowledge and agree that with regard to the processing of Personal Data, Customer may act either as a controller or processor and, except as expressly set forth in this DPA or the Agreement, Mashgin is a processor. Customer shall, in its use of the Services, at all times process Personal Data, and provide instructions for the processing of Personal Data, in compliance with Data Protection Laws. Customer shall ensure that the processing of Personal Data in accordance with Customer’s instructions will not cause Mashgin to be in breach of the Data Protection Laws.  Customer is solely responsible for the accuracy, quality, and legality of (i) the Personal Data provided to Mashgin by or on behalf of Customer, (ii) the means by which Customer acquired any such Personal Data, and (iii) the instructions it provides to Mashgin regarding the processing of such Personal Data. Customer shall not provide or make available to Mashgin any Personal Data in violation of the Agreement or otherwise inappropriate for the nature of the Services, and shall indemnify Mashgin from all claims and losses in connection therewith.

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

2.3   The subject matter, nature, purpose, and duration of this processing, as well as the types of Personal Data collected and categories of Data Subjects, are described in Exhibit A to this DPA.

2.4   Following completion of the Services, at Customer’s choice, Mashgin shall return or delete Customer’s Personal Data, unless further storage of such Personal Data is required or authorized by applicable law. If return or destruction is impracticable or prohibited by law, rule or regulation, Mashgin shall take measures to block such Personal Data from any further processing (except to the extent necessary for its continued hosting or processing required by law, rule or regulation) and shall continue to appropriately protect the Personal Data remaining in its possession, custody, or control. If Customer and Mashgin have entered into Standard Contractual Clauses as described in Section 6 (Transfers of Personal Data), the parties agree that the certification of deletion of Personal Data that is described in  Clause 8.1(d) and Clause 8.5 of the EU SCCs (as applicable) shall be provided by Mashgin to Customer only upon Customer’s request. 

2.5   The Parties acknowledge and agree that the processing of personal information or personal data that is subject to the CCPA, VCDPA, CPA, CTDPA, UCPA, or MHMDA shall be carried out in accordance with the terms set forth in Exhibit E.

3.  Confidentiality

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

4.  Authorized Sub-Processors

4.1   Customer acknowledges and agrees that Mashgin may (1) engage its Affiliates and the Authorized Sub-Processors listed in Exhibit B to this DPA to access and process Personal Data in connection with the Services and (2) from time to time engage additional third parties for the purpose of providing the Services, including without limitation the processing of Personal Data. By way of this DPA, Customer provides general written authorization to Mashgin to engage sub-processors as necessary to perform the Services.

4.2   A list of Mashgin’s current Authorized Sub-Processors (the “List”) will be made available to Customer, either attached hereto, at a link provided to Customer, via email or through another means made available to Customer.  Such List may be updated by Mashgin from time to time.  Mashgin may provide a mechanism to subscribe to notifications of new Authorized Sub-Processors and Customer agrees to subscribe to such notifications where available.  At least ten (10) days before enabling any third party other than existing Authorized Sub-Processors to access or participate in the processing of Personal Data, Mashgin will add such third party to the List and notify Customer via email. Customer may object to such an engagement by informing Mashgin within ten (10) days of receipt of the aforementioned notice by Customer, provided such objection is in writing and based on reasonable grounds relating to data protection. Customer acknowledges that certain sub-processors are essential to providing the Services and that objecting to the use of a sub-processor may prevent Mashgin from offering the Services to Customer.

4.3   If Customer reasonably objects to an engagement in accordance with Section 4.2, and Mashgin cannot provide a commercially reasonable alternative within a reasonable period of time, Customer may discontinue the use of the affected Service by providing written notice to Mashgin.  Discontinuation shall not relieve Customer of any fees owed to Mashgin under the Agreement.

4.4   If Customer does not object to the engagement of a third party in accordance with Section 4.2 within ten (10) days of notice by Mashgin, that third party will be deemed an Authorized Sub-Processor for the purposes of this DPA.

4.5   Mashgin will enter into a written agreement with the Authorized Sub-Processor imposing on the Authorized Sub-Processor data protection obligations comparable to those imposed on Mashgin under this DPA with respect to the protection of Personal Data.  In case an Authorized Sub-Processor fails to fulfill its data protection obligations under such written agreement with Mashgin, Mashgin will remain liable to Customer for the performance of the Authorized Sub-Processor’s obligations under such agreement.

4.6   If Customer and Mashgin have entered into Standard Contractual Clauses as described in Section 6 (Transfers of Personal Data), (i) the above authorizations will constitute Customer’s prior written consent to the subcontracting by Mashgin of the processing of Personal Data if such consent is required under the Standard Contractual Clauses, and (ii) the parties agree that the copies of the agreements with Authorized Sub-Processors that must be provided by Mashgin to Customer pursuant to Clause 9(c) of the EU SCCs may have commercial information, or information unrelated to the Standard Contractual Clauses or their equivalent, removed by Mashgin beforehand, and that such copies will be provided by Mashgin only upon request by Customer.

5.  Security of Personal Data. 

Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, Mashgin shall maintain appropriate technical and organizational measures to ensure a level of security appropriate to the risk of processing Personal Data. Exhibit C sets forth additional information about Mashgin’s technical and organizational security measures.

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6.  Transfers of Personal Data

6.1   The parties agree that Mashgin may transfer Personal Data processed under this DPA outside the EEA, the UK, or Switzerland as necessary to provide the Services. Customer acknowledges that Mashgin’s primary processing operations take place in the United States, and that the transfer of Customer’s Personal Data to the United States is necessary for the provision of the Services to Customer. If Mashgin transfers Personal Data protected under this DPA to a jurisdiction for which the European Commission has not issued an adequacy decision, Mashgin will ensure that appropriate safeguards have been implemented for the transfer of Personal Data in accordance with Data Protection Laws.

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

6.2.1     Module One (Controller to Controller) of the EU SCCs apply when Mashgin is processing Personal Data as a controller pursuant to Section 9 of this DPA.  

6.2.2     Module Two (Controller to Processor) of the EU SCCs apply when Customer is a controller and Mashgin is processing Personal Data for Customer as a processor pursuant to Section 2 of this DPA.

6.2.3     Module Three (Processor to Sub-Processor) of the EU SCCs apply when Customer is a processor and Mashgin is processing Personal Data on behalf of Customer as a sub-processor.

6.3   For each module, where applicable the following applies:

6.3.1     The optional docking clause in Clause 7 does not apply;

6.3.2     In Clause 9, Option 2 (general written authorization) applies, and the minimum time period for prior notice of sub-processor changes shall be as set forth in Section 4.2 of this DPA;

6.3.3     In Clause 11, the optional language does not apply;

6.3.4     All square brackets in Clause 13 are hereby removed;

6.3.5     In Clause 17 (Option 1), the EU SCCs will be governed by Swedish law;

6.3.6     In Clause 18(b), disputes will be resolved before the courts of Stockholm, Sweden.

6.3.7     Exhibit B to this DPA contains the information required in Annex I and Annex III of the EU SCCs;

6.3.8     Exhibit C to this DPA contains the information required in Annex II of the EU SCCs; and

6.3.9     By entering into this DPA, the parties are deemed to have signed the EU SCCs incorporated herein, including their Annexes.

6.4   Ex-UK Transfers. The parties agree that ex-UK Transfers are made pursuant to the UK SCCs, which are deemed entered into and incorporated into this DPA by reference, and amended and completed in accordance with the UK Addendum, which is incorporated herein as Exhibit D of this DPA.

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

6.5.1     The terms “General Data Protection Regulation” or “Regulation (EU) 2016/679” as utilized in the EU SCCs shall be interpreted to include the Federal Act on Data Protection of 19 June 1992 (the “FADP,” and as revised as of 25 September 2020, the “Revised FADP”) with respect to data transfers subject to the FADP.

6.5.2     The terms of the EU SCCs shall be interpreted to protect the data of legal entities until the effective date of the Revised FADP.

6.5.3     Clause 13 of the EU SCCs is modified to provide that the Federal Data Protection and Information Commissioner (“FDPIC”) of Switzerland shall have authority over data transfers governed by the FADP and the appropriate EU supervisory authority shall have authority over data transfers governed by the GDPR. Subject to the foregoing, all other requirements of Section 13 shall be observed.

6.5.4     The term “EU Member State” as utilized in the EU SCCs shall not be interpreted in such a way as to exclude Data Subjects in Switzerland from exercising their rights in their place of habitual residence in accordance with Clause 18(c) of the EU SCCs.

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

6.6.1     As of the date of this DPA, the Data Importer has not received any formal legal requests from any government intelligence or security service/agencies in the country to which the Personal Data is being exported, for access to (or for copies of) Customer’s Personal Data (“Government Agency Requests”)

6.6.2     If, after the date of this DPA, the Data Importer receives any Government Agency Requests, Mashgin shall attempt to redirect the law enforcement or government agency to request that data directly from the Customer. As part of this effort, Mashgin may provide Customer’s basic contact information to the government agency. If compelled to disclose Customer’s Personal Data to a law enforcement or government agency, Mashgin shall give Customer reasonable notice of the demand and cooperate to allow Customer to seek a protective order or other appropriate remedy unless Mashgin is legally prohibited from doing so. Mashgin shall not voluntarily disclose Personal Data to any law enforcement or government agency. Data Exporter and Data Importer shall (as soon as reasonably practicable) discuss and determine whether all or any transfers of Personal Data pursuant to this DPA should be suspended in the light of the such Government Agency Requests; and

6.6.3     The Data Exporter and Data Importer will meet regularly to consider whether:

(i)          the protection afforded by the laws of the country of the Data Importer to data subjects whose Personal Data is being transferred is sufficient to provide broadly equivalent protection to that afforded in the EEA or the UK, whichever the case may be;

(ii)         additional measures are reasonably necessary to enable the transfer to be compliant with the Data Protection Laws; and

(iii)        it is still appropriate for Personal Data to be transferred to the relevant Data Importer, taking into account all relevant information available to the parties, together with guidance provided by the supervisory authorities.

6.6.4     If Data Protection Laws require the Data Exporter to execute the Standard Contractual Clauses applicable to a particular transfer of Personal Data to a Data Importer as a separate agreement, the Data Importer shall, on request of the Data Exporter, promptly execute such Standard Contractual Clauses incorporating such amendments as may reasonably be required by the Data Exporter to reflect the applicable appendices and annexes, the details of the transfer and the requirements of the relevant Data Protection Laws.

6.6.5     If either (i) any of the means of legitimizing transfers of Personal Data outside of the EEA or UK set forth in this DPA cease to be valid or (ii) any supervisory authority requires transfers of Personal Data pursuant to those means to be suspended, then Data Importer may by notice to the Data Exporter, with effect from the date set out in such notice, amend or put in place alternative arrangements in respect of such transfers, as required by Data Protection Laws.

7.  Rights of Data Subjects

7.1   Mashgin shall, to the extent permitted by law, notify Customer upon receipt of a request by a Data Subject to exercise the Data Subject’s right of: access, rectification, erasure, data portability, restriction or cessation of processing, withdrawal of consent to processing, and/or objection to being subject to processing that constitutes automated decision-making (such requests individually and collectively “Data Subject Request(s)”). If Mashgin receives a Data Subject Request in relation to Customer’s data, Mashgin will advise the Data Subject to submit their request to Customer and Customer will be responsible for responding to such request, including, where necessary, by using the functionality of the Services. Customer is solely responsible for ensuring that Data Subject Requests for erasure, restriction or cessation of processing, or withdrawal of consent to processing of any Personal Data are communicated to Mashgin, and, if applicable, for ensuring that a record of consent to processing is maintained with respect to each Data Subject.

7.2   Mashgin shall, at the request of the Customer, and taking into account the nature of the processing applicable to any Data Subject Request, apply appropriate technical and organizational measures to assist Customer in complying with Customer’s obligation to respond to such Data Subject Request and/or in demonstrating such compliance, where possible, provided that (i) Customer is itself unable to respond without Mashgin’s assistance and (ii) Mashgin is able to do so in accordance with all applicable laws, rules, and regulations. Customer shall be responsible to the extent legally permitted for any costs and expenses arising from any such assistance by Mashgin.

8.  Actions and Access Requests; Audits

8.1        Mashgin shall, taking into account the nature of the processing and the information available to Mashgin, provide Customer with reasonable cooperation and assistance where necessary for Customer to comply with its obligations under the GDPR to conduct a data protection impact assessment and/or to demonstrate such compliance, provided that Customer does not otherwise have access to the relevant information. Customer shall be responsible to the extent legally permitted for any costs and expenses arising from any such assistance by Mashgin.

8.2        Mashgin shall, taking into account the nature of the processing and the information available to Mashgin, provide Customer with reasonable cooperation and assistance with respect to Customer’s cooperation and/or prior consultation with any Supervisory Authority, where necessary and where required by the GDPR. Customer shall be responsible to the extent legally permitted for any costs and expenses arising from any such assistance by Mashgin.

8.3   Mashgin shall maintain records sufficient to demonstrate its compliance with its obligations under this DPA, and retain such records for a period of three (3) years after the termination of the Agreement.  Customer shall, with reasonable notice to Mashgin, have the right to review, audit and copy such records at Mashgin’s offices during regular business hours.

8.4   Upon Customer’s written request at reasonable intervals, and subject to reasonable confidentiality controls, Mashgin shall, either (i) make available for Customer’s review copies of certifications or reports demonstrating Mashgin’s compliance with prevailing data security standards applicable to the processing of Customer’s Personal Data, or (ii) if the provision of reports or certifications pursuant to (i) is not reasonably sufficient under Data Protection Laws, allow Customer’s independent third party representative to conduct an audit or inspection of Mashgin’s data security infrastructure and procedures that is sufficient to demonstrate Mashgin’s compliance with its obligations under Data Protection Laws, provided that (a) Customer provides reasonable prior written notice of any such request for an audit and such inspection shall not be unreasonably disruptive to Mashgin’s business; (b) such audit shall only be performed during business hours and occur no more than once per calendar year; and (c) such audit shall be restricted to data relevant to Customer. Customer shall be responsible for the costs of any such audits or inspections, including without limitation a reimbursement to Mashgin for any time expended for on-site audits.  If Customer and Mashgin have entered into Standard Contractual Clauses as described in Section 6 (Transfers of Personal Data), the parties agree that the audits described in Clause 8.9 of the EU SCCs shall be carried out in accordance with this Section 8.4.

8.5   Mashgin shall immediately notify Customer if an instruction, in Mashgin’s opinion, infringes the Data Protection Laws or Supervisory Authority.

8.6   In the event of a Personal Data Breach, Mashgin shall, without undue delay, inform Customer of the Personal Data Breach and take such steps as Mashgin in its sole discretion deems necessary and reasonable to remediate such violation (to the extent that remediation is within Mashgin’s reasonable control).

8.7   In the event of a Personal Data Breach, Mashgin shall, taking into account the nature of the processing and the information available to Mashgin, provide Customer with reasonable cooperation and assistance necessary for Customer to comply with its obligations under the GDPR with respect to notifying (i) the relevant Supervisory Authority and (ii) Data Subjects affected by such Personal Data Breach without undue delay.

8.8   The obligations described in Sections 8.6 and 8.7 shall not apply in the event that a Personal Data Breach results from the actions or omissions of Customer. Mashgin’s obligation to report or respond to a Personal Data Breach under Sections 8.6 and 8.7 will not be construed as an acknowledgement by Mashgin of any fault or liability with respect to the Personal Data Breach.

9.  Mashgin’s Role as a Controller.

‍The parties acknowledge and agree that with respect to Mashgin Account Data and Mashgin Usage Data, Mashgin is an independent controller, not a joint controller with Customer. Mashgin will process Mashgin Account Data and Mashgin Usage Data as a controller (i) to manage the relationship with Customer; (ii) to carry out Mashgin’s core business operations, such as accounting, audits, tax preparation and filing and compliance purposes; (iii) to monitor, investigate, prevent and detect fraud, security incidents and other misuse of the Services, and to prevent harm to Customer; (iv) for identity verification purposes; (v) to comply with legal or regulatory obligations applicable to the processing and retention of Personal Data to which Mashgin is subject; and (vi) as otherwise permitted under Data Protection Laws and in accordance with this DPA and the Agreement. Mashgin may also process Mashgin Usage Data as a controller to provide, optimize, and maintain the Services, to the extent permitted by Data Protection Laws. Any processing by Mashgin as a controller shall be in accordance with Mashgin’s privacy policy set forth at https://www.mashgin.com/privacy-policy

10.   Conflict.

‍In the event of any conflict or inconsistency among the following documents, the order of precedence will be: (1) the applicable terms in the Standard Contractual Clauses; (2) the terms of this DPA; (3) the Agreement; and (4) Mashgin’s privacy policy. Any claims brought in connection with this DPA will be subject to the terms and conditions, including, but not limited to, the exclusions and limitations set forth in the Agreement.

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Exhibit A

Details of Processing

Nature and Purpose of Processing:   Mashgin will process Customer’s Personal Data as necessary to provide the Services under the Agreement, for the purposes specified in the Agreement and this DPA, and in accordance with Customer’s instructions as set forth in this DPA. The nature of processing includes, without limitation:

  • Receiving data, including collection, accessing, retrieval, recording, and data entry
  • Holding data, including storage, organization and structuring
  • Using data, including analysis, consultation, testing, automated decision making and profiling
  • Updating data, including correcting, adaptation, alteration, alignment and combination
  • Protecting data, including restricting, encrypting, and security testing
  • Sharing data, including disclosure, dissemination, allowing access or otherwise making available
  • Returning data to the data exporter or data subject
  • Erasing data, including destruction and deletion

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

Categories of Data Subjects: Customer end-users/customers AND/OR Customer employees

Categories of Personal Data: Mashgin processes Personal Data contained in Mashgin Account Data, Mashgin Usage Data, and any Personal Data provided by Customer (including any Personal Data Customer collects from its end users and processes through its use of the Services) or collected by Mashgin in order to provide the Services or as otherwise set forth in the Agreement or this DPA. Categories of Personal Data include those specified in Mashgin’s privacy policy.

Sensitive Data or Special Categories of Data: None

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Exhibit B

The following includes the information required by Annex I and Annex III of the EU SCCs, and Table 1, Annex 1A, and Annex 1B of the UK Addendum.

1.  The Parties

Data exporter(s): The Customer

  • Contact details: As designated by Customer in the contact detail section of the Order Form accompanying the Agreement.
  • Signature and date: By entering into the Agreement, Data Exporter is deemed to have signed these Standard Contractual Clauses incorporated herein, as of the Effective Date of the Agreement.
  • Role (controller/processor): The Data Exporter’s role is set forth in Section 2 of this Addendum.

 Data importer(s): Mashgin

Address: 

849 East Charleston Road, Palo Alto, California 94303, United States

Contact person’s name, position and contact details: 

Cody Dales, VP Compliance, email: cody@mashgin.com, tel: +1 (276) 312-9295

Signature and date: By entering into the Agreement, Data Importer is deemed to have signed these Standard Contractual Clauses incorporated herein, as of the Effective Date of the Agreement.

Role (controller/processor): The Data Importer’s role is set forth in Section 2 of this Addendum.

2.  Description of the Transfer

Data Subjects As described in Exhibit A of the DPA Categories of Personal Data As described in Exhibit A of the DPA Special Category Personal Data (if applicable) As described in Exhibit A of the DPA Nature of the Processing As described in Exhibit A of the DPA Purposes of Processing As described in Exhibit A of the DPA Duration of Processing and Retention (or the criteria to determine such period) As described in Exhibit A of the DPA Frequency of the transfer As necessary to provide perform all obligations and rights with respect to Personal Data as provided in the Agreement Recipients of Personal Data Transferred to the Data Importer Mashgin will maintain and provide a list of its Subprocessors upon request. Mashgin’s list of Subprocessors can be found in the following list “List of Authorized Sub-Processors.”

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3.  Competent Supervisory Authority

 The supervisory authority shall be the supervisory authority of the Data Exporter, as determined in accordance with Clause 13 of the EU SCCs. The supervisory authority for the purposes of the UK Addendum shall be the UK Information Commissioner’s Officer.

4.  List of Authorized Sub-Processors

Name of Authorized Sub-Processor Address Contact Person Name, position, contact information Description of processing Country in which subprocessing will take place Amazon Web Services, Inc. “AWS” 410 Terry Avenue North, Seattle, WA 98109-5210, USA Kyle Larrow
klarrow@amazon.com
508-944-3017
https://aws.amazon.com/contact-us/compliance-support/ Cloud hosting, storage, and computing services; database management; content delivery and other infrastructural services. USA HubSpot, Inc. 25 First Street, 2nd Floor, Cambridge, MA 02141, USA privacy@hubspot.com Customer relationship management, marketing automation, email marketing, analytics, and customer service data management. USA Google, LLC 1600 Amphitheatre Parkway, Mountain View, CA 94043, USA data-access-requests@google.com
tel: 650.253.0000 Email hosting, document storage and collaboration (Google Suite); website analytics, interactions, and data reporting (Google Analytics). USA Slack Technologies, LLC 500 Howard Street, San Francisco, CA 94105, USA privacy@slack.com Business communication platform providing messaging, file sharing, and collaboration tools. USA Twilio, Inc. 375 Beale Street, Suite 300, San Francisco, CA 94105, USA privacy@twilio.com Cloud communications platform offering messaging, voice, video, and email services. USA Zoom Video Communications, Inc. 55 Almaden Boulevard, 6th Floor, San Jose, CA 95113, USA privacy@zoom.us Video conferencing, web conferencing, and webinar hosting services. USA Postmark (Wildbit, LLC) 225 Chestnut Street, Philadelphia, PA 19106, USA privacy@activecampaign.com Email delivery service for transactional emails, including sending, receiving, and tracking emails. USA FreedomPay, Inc. 10 N Independence Mall W, Philadelphia, PA 19106, USA compliance@freedompay.com Payment processing services including transaction processing, data encryption, and financial data management. USA Intuit, Inc. 2700 Coast Avenue, Mountain View, CA 94043, USA security@intuit.com Financial and accounting software services, including tax preparation, payroll processing, and financial reporting. USA Zendesk, Inc. 989 Market Street, San Francisco, CA 94103, USA privacy@zendesk.com Customer service software and ticketing system providing support ticket tracking, customer support communications, and analytics. USA Service Now, Inc. 2225 Lowsome Lane, Santa Clara, CA 95054, USA privacy@servicenow.com Customer service software and ticketing system providing support ticket tracking, customer support communications, and analytics. USA Five9, Inc. 3001 Bishop Drive, Suite 350, San Ramon, CA 94583, USA privacy@five9.com Cloud communications platform offering messaging, voice, video, and email services. USA Click-Up (Mango Technologies, Inc.) 5800 Armada Drive, Suite 300, Carlsbad, CA 92008, USA John Hussey
jhussey@clickup.com
(781) 439-1293 Project management tools offering task assignments, scheduling, document management, and collaboration features. USA Smartsheet, Inc. 10500 NE 8th Street, Suite 1300, Bellevue, WA 98004, USA privacy@smartsheet.com Work execution platform providing services for planning, tracking, automation, and reporting on work. USA Height 222 Broadway, New York City, New York, 10038, USA team@height.app Task management and collaboration software featuring task tracking, project management, and team collaboration tools. USA Okta, Inc. 100 First Street, Suite 600, San Francisco, CA 94105, USA jake.mccarthy@okta.com Identity management services including authentication, user management, and access control. USA Cloudflare, Inc. 101 Townsend St, San Francisco, CA 94107, USA privacyquestions@cloudflare.com Web infrastructure and security services such as DNS services, DDoS mitigation, and website performance optimization. USA Rippling (Rippling PEO 1, Inc.) 55 Second St, Suite 1500, San Francisco, CA 94105, USA support@rippling.com HR and IT management platform providing services such as payroll, benefits administration, employee onboarding, and device management. USA Plane (Pilot Platform Inc.) 548 Market St. #91283, San Francisco, CA 94104, USA privacy@plane.com Professional Employer Organization and employer of record for E.U.-based Mashgin staff. HR and payroll service. USA GitLab, Inc. 268 Bush Street, #350, San Francisco, CA 94104, USA DPO@gitlab.com Web-based DevOps lifecycle tool, offering code repository management. USA Testiny (Mategra GmbH) Fasanstraße 25/14
8052 Graz
Austria c.breitwieser@testiny.io Software Quality Assurance “QA” testing automation software. Austria Windcave 1601 N 7th St Suite 420, Phoenix, AZ 85006, USA support@windcave.com Payment processing services including transaction processing, data encryption, and financial data management. USA Shift4 (Shift4 Payments LLC) 3501 Corporate Pkwy, Center Valley, PA 18034, USA dpo@credorax.com Payment processing services including transaction processing, data encryption, and financial data management. USA

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Exhibit C 

Description of the Technical and Organizational Security Measures implemented by the Data Importer

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

Technical and Organizational Security Measure Details Measures of pseudonymisation and encryption of personal data At Rest: AES-256 / In Motion: ChaCha20 + TLS.

For services performed within the EU, Mashgin receives less data from its partner payment processors, such as XEPS, which does not include the Name on Card field (i.e. no personal data requires pseudonymisation). Mashgin does not apply pseudonymisation to Mashgin Cloud data, e.g. user’s name and email.

Measures for ensuring ongoing confidentiality, integrity, availability and resilience of processing systems and services Mashgin maintains a Business Continuity and Disaster Recovery Policy that is reviewed annually by the Mashgin Compliance Council. Mashgin’s Compliance Council organizes an annual table-top exercise for disaster recovery.

Mashgin’s cloud services reside on Amazon Web Services. All internal data and APIs are contained within a private Virtual Private Cloud which is separate from the servers in our public VPC. All servers and kiosks are on an encrypted VPN over TLS that can only be accessed via a 2FA account with revocable privileges. Critical cloud servers are behind load balancers where capacity can be manually added on demand. Database and storage capacity also uses AWS so it can be scaled within and across availability zones on demand.

Mashgin’s database is automatically backed up multiple times daily through Amazon Web Services (“AWS”), and such backups are stored for one month thereafter. Mashgin performs a quarterly back-up restoration test.

Measures for ensuring the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident All reporting data, user data, and item/menu data is stored on AWS cloud servers and backed up at least once per day. Such data is securely transferred through the Cloud over secure protocols to Amazon Web Services.

Physical security of service provider Amazon Web Services is the leading industry standard and documented publicly in the most recent SOC-II report for AWS. Mashgin currently defaults to AWS’s Boardman, Oregon data processing and storage facility.

Mashgin’s database is automatically backed up multiple times daily through Amazon Web Services (“AWS”), and such backups are stored for one month thereafter.

No sensitive information, including customer information, is permitted by Mashgin’s Information Security Policy to be stored locally. Rather, Mashgin’s Cloud architecture affords our clients’ data strong levels of encryption by means of its storage within industry-leading Amazon Web Services’ own data infrastructure and by means of TLS, SSH, and other relevant security protocols during transmission. All traffic is passed through our VPN which is ChaCha20 encrypted. Within this, all traffic is TLS encrypted.

Processes for regularly testing, assessing and evaluating the effectiveness of technical and organizational measures in order to ensure the security of the processing Mashgin engages in once-yearly penetration testing by an accredited third party security firm.

Mashgin conducts an annual information security policy review, an annual risk management exercise, an annual business continuity and disaster recovery exercise, and a patch management program.

Mashgin utilizes the compliance automation and monitoring system Vanta to identify and act upon organizational weak spots to ensure appropriate implementation of required controls.

Measures for user identification and authorization System administrators must sign-on and pass authentication via individual user accounts in order to gain access to administrative privileges to manage individual systems.

Access controls to Mashgin production systems are limited to the fewest number of employees as is strictly required, and all access hereto must be secured behind two-factor authentication at minimum. Where technologically feasible and pertinent, access must also be secured behind the self-managed Mashgin VPN.

All sensitive systems and applications must automatically enforce password strength requirements, history requirements, and reset requirements. For access to Google G-Suite accounts, strong password settings must be enabled across Company user accounts, and user account passwords must have a minimum length of ten characters, in compliance with the Strong Password Policy.

Measures for the protection of data during transmission All traffic is passed through our VPN which is ChaCha20 encrypted. Within this, all traffic is TLS encrypted. Server data is encrypted via Amazon KMS. Measures for the protection of data during storage Data at rest is AES-256 encrypted. Measures for ensuring physical security of locations at which personal data are processed All reporting data, user data, and item/menu data is stored on AWS cloud servers and backed up at least once per day. Such data is securely transferred through the Cloud over secure protocols to Amazon Web Services.

Physical security of service provider Amazon Web Services is the leading industry standard and documented publicly in the most recent SOC-II report for AWS. Mashgin currently defaults to AWS’s Boardman, Oregon data processing and storage facility.

Measures for ensuring events logging Mashgin operates an in-house logging system for its systems and infrastructure. Staff access to all data is logged. All access to customer data is controlled via an account system.

Changes and data updates are tracked via user and timestamp. Application logs are retained indefinitely. Our database is automatically backed up multiple times daily, with backups stored for one month. All AWS access is logged through AWS CloudTrail.

Measures for ensuring system configuration, including default configuration N/A. Mashgin is a touchless checkout system and doesn't require a desktop workstation. Measures for internal IT and IT security governance and management Mashgin has established an internal council of department heads, the “Compliance Council”, to draft, review, and enforce various information security and operational policies and procedures.

The Compliance Council maintains a library of compliance policies it frequently reviews. Mashgin has several recurring processes to disseminate information from the leadership team, keep the team apprised of cyber security news and updates, and to monitor and ensure good corporate governance.

The Company is operated by a board of directors, conducts an annual ethical management survey, and utilizes advanced tools such as the Vanta automated compliance platform to monitor risk, security controls, and adherence to various security frameworks such as SOC 2.

Measures for certification/assurance of processes and products Mashgin is SOC 2 Type 1 compliant. Measures for ensuring data minimisation Mashgin’s general policy is to process as little data as is required to render our services per contractual and legal obligations. Measures for ensuring data quality All client data is segregated logically. All data in our system is associated with a location. All locations belong to a unique client.

All customer data will be associated with a client ID but otherwise stored in the same cloud database.

Measures for ensuring limited data retention All data in our system is associated with a location. All locations belong to a unique client. All customer data will be associated with a client ID but otherwise stored in the same cloud database.

Regarding physical access to Mashgin data, no personnel have access to the data storage facility maintained by Amazon Web Services. Regarding non-physical access, a fleshed-out policy and procedure exists within Mashgin’s InfoSec policy, and Mashgin seeks to provide only the minimum-required level of access and/or authority to personnel who may interact directly with sensitive data.

Mashgin maintains the most stringent level of access control as is feasible in the scope of Company staff and resources. This includes the requirement of usage of a virtual private network with company-provided secure credentials to access such data. Customer data is retained for the life of the customer contract, available for export upon contract termination, and then deleted after contract ends upon request.

Measures for ensuring accountability Mashgin’s Compliance Council conducts twice-annual information security awareness training for all staff. Mashgin’s Compliance department routinely shares cyber security and compliance updates to the channel #infosec on the Company’s internal Slack instant messenger service.

Mashgin’s Compliance Council maintains a Compliance Library of various policies and procedures for information security and general operations, and requires all staff to sign and abide by the most current version of each policy.

Mashgin’s Compliance team also shares examples of phishing attacks and more to increase the cyber security awareness of all staff.

Measures for allowing data portability and ensuring erasure Mashgin maintains an Asset Management Policy that governs the data portability, removable devices, and data erasure.

Mashgin also adheres to its Privacy Policy, publicly available on the web at https://www.mashgin.com/privacy-policy.

Technical and organizational measures of sub-processors Sub-processors such as Amazon Web Services (AWS), Google LLC (for Google Suite and Google Analytics), Slack Technologies, LLC, and others, implement a range of robust technical and organizational measures to protect the personal data they process. These measures are designed to provide a high level of security and data protection, irrespective of the nature of the data being processed or the service being provided.

Common practices among these sub-processors include data encryption in transit and at rest, regular security assessments and penetration testing, and the deployment of firewalls and intrusion detection/prevention systems. These measures ensure the confidentiality, integrity, and availability of data, in line with GDPR’s Article 32 requirements.

To comply with GDPR, sub-processors enforce strict access control and data management policies. Measures such as role-based access control (RBAC), two-factor authentication, and stringent employee vetting processes are commonplace. This ensures that only authorized personnel have access to personal data, and only for necessary purposes as stipulated by the processing agreement.

Furthermore, sub-processors like Twilio Inc., Zoom Video Communications, Inc., and Intuit Inc. adopt data minimization principles, ensuring that only the necessary amount of data is processed and retained for the required duration. They also employ mechanisms for regular data backups, secure data deletion, and data recovery to safeguard against data loss or breaches.

Sub-processors maintain a proactive stance towards regulatory compliance and are subject to regular audits, both internal and external, to assess their adherence to GDPR and other privacy standards. Companies such as Zendesk, Inc., ClickUp, and Cloudflare, Inc. not only comply with GDPR but often align with other international standards like ISO/IEC 27001, SOC 2, and others, further testifying to their commitment to data security.

They engage in ongoing risk assessment and mitigation strategies, ensuring that their security postures evolve in response to new threats and changes in the regulatory landscape. Additionally, these sub-processors are transparent in their data processing activities, providing data subjects with rights such as access, rectification, erasure, and portability as mandated by the GDPR.

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Exhibit D

UK Addendum

International Data Transfer Addendum to the EU Commission Standard Contractual Clauses

Part 1: Tables

Start Date This UK Addendum shall have the same effective date as the DPA The Parties Exporter Importer Parties’ Details Customer Mashgin Key Contact See Exhibit B of this DPA See Exhibit B of this DPA

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Table 2: Selected SCCs, Modules and Selected Clauses

EU SCCs The Version of the Approved EU SCCs which this UK Addendum is appended to as defined in the DPA and completed by Section 6.2 and 6.3 of the DPA.

Table 3: Appendix Information

“Appendix Information” means the information which must be provided for the selected modules as set out in the Appendix of the Approved EU SCCs (other than the Parties), and which for this UK Addendum is set out in:

Annex 1A: List of Parties As per Table 1 above Annex 2B: Description of Transfer See Exhibit B of this DPA Annex II: Technical and organizational measures including technical and organizational measures to ensure the security of the data: See Exhibit C of this DPA Annex III: List of Sub processors (Modules 2 and 3 only): See Exhibit B of this DPA

Table 4: Ending this UK Addendum when the Approved UK Addendum Changes

Ending this UK Addendum when the Approved UK Addendum changes ☒ Importer
☐ Exporter
☐ Neither Party

Entering into this UK Addendum:

1.  Each party agrees to be bound by the terms and conditions set out in this UK Addendum, in exchange for the other party also agreeing to be bound by this UK Addendum.

2.  Although Annex 1A and Clause 7 of the Approved EU SCCs require signature by the Parties, for the purpose of making ex-UK Transfers, the Parties may enter into this UK Addendum in any way that makes them legally binding on the Parties and allows data subjects to enforce their rights as set out in this UK Addendum. Entering into this UK Addendum will have the same effect as signing the Approved EU SCCs and any part of the Approved EU SCCs.

Interpretation of this UK Addendum

3.  Where this UK Addendum uses terms that are defined in the Approved EU SCCs those terms shall have the same meaning as in the Approved EU SCCs. In addition, the following terms have the following meanings:

UK Addendum means this International Data Transfer Addendum incorporating the EU SCCs, attached to the DPA as Exhibit D. EU SCCs means the version(s) of the Approved EU SCCs which this UK Addendum is appended to, as set out in Table 2, including the Appendix Information. Appendix Information shall be as set out in Table 3. Appropriate Safeguards means the standard of protection over the personal data and of data subjects’ rights, which is required by UK Data Protection Laws when you are making an ex-UK Transfer relying on standard data protection clauses under Article 46(2)(d) UK GDPR. Approved UK Addendum means the template Addendum issued by the ICO and laid before Parliament in accordance with s119A of the Data Protection Act 2018 on 2 February 2022, as may be revised under Section 19 of the UK Addendum. Approved EU SCCs means the standard contractual clauses approved by the European Commission in Commission Decision 2021/914 dated 4 June 2021, for transfers of personal data to countries not otherwise recognized as offering an adequate level of protection for personal data by the European Commission (as amended and updated from time to time). ICO means the Information Commissioner of the United Kingdom. ex-UK Transfer shall have the same definition as set forth in the DPA. UK means the United Kingdom of Great Britain and Northern Ireland. UK Data Protection Laws means all laws relating to data protection, the processing of personal data, privacy and/or electronic communications in force from time to time in the UK, including the UK GDPR and the Data Protection Act 2018. UK GDPR shall have the definition set forth in the DPA.

4.  The UK Addendum must always be interpreted in a manner that is consistent with UK Data Protection Laws and so that it fulfills the Parties’ obligation to provide the Appropriate Safeguards.

5.  If the provisions included in the UK Addendum amend the Approved EU SCCs in any way which is not permitted under the Approved EU SCCs or the Approved UK Addendum, such amendment(s) will not be incorporated in the UK Addendum and the equivalent provision of the Approved EU SCCs will take their place.

6.  If there is any inconsistency or conflict between UK Data Protection Laws and the UK Addendum, UK Data Protection Laws apply.

7.  If the meaning of the UK Addendum is unclear or there is more than one meaning, the meaning which most closely aligns with UK Data Protection Laws applies.

8.  Any references to legislation (or specific provisions of legislation) means that legislation (or specific provision) as it may change over time. This includes where that legislation (or specific provision) has been consolidated, re-enacted and/or replaced after the UK Addendum has been entered into.

Hierarchy

9.  Although Clause 5 of the Approved EU SCCs sets out that the Approved EU SCCs prevail over all related agreements between the parties, the parties agree that, for ex-UK Transfers, the hierarchy in Section 10 below will prevail.

10.   Where there is any inconsistency or conflict between the Approved UK Addendum and the EU SCCs (as applicable), the Approved UK Addendum overrides the EU SCCs, except where (and in so far as) the inconsistent or conflicting terms of the EU SCCs provides greater protection for data subjects, in which case those terms will override the Approved UK Addendum.

11.   Where this UK Addendum incorporates EU SCCs which have been entered into to protect ex-EU Transfers subject to the GDPR, then the parties acknowledge that nothing in the UK Addendum impacts those EU SCCs.

Incorporation and Changes to the EU SCCs:

12.   This UK Addendum incorporates the EU SCCs which are amended to the extent necessary so that:

a)  together they operate for data transfers made by the data exporter to the data importer, to the extent that UK Data Protection Laws apply to the data exporter’s processing when making that data transfer, and they provide Appropriate Safeguards for those data transfers;

b) Sections 9 to 11 above override Clause 5 (Hierarchy) of the EU SCCs; and

13.   the UK Addendum (including the EU SCCs incorporated into it) is (1) governed by the laws of England and Wales and (2) any dispute arising from it is resolved by the courts of England and Wales.

14.   Unless the parties have agreed alternative amendments which meet the requirements of Section 12 of this UK Addendum, the provisions of Section 15 of this UK Addendum will apply.

15.   No amendments to the Approved EU SCCs other than to meet the requirements of Section 12 of this UK Addendum may be made.

16.   The following amendments to the EU SCCs (for the purpose of Section 12 of this UK Addendum) are made:

a)  References to the “Clauses” means this UK Addendum, incorporating the EU SCCs;

b) In Clause 2, delete the words: “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”,

c)  Clause 6 (Description of the transfer(s)) is replaced with: “The details of the transfers(s) and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred) are those specified in Annex I.B where UK Data Protection Laws apply to the data exporter’s processing when making that transfer.”;

d) Clause 8.7(i) of Module 1 is replaced with: “it is to a country benefiting from adequacy regulations pursuant to Section 17A of the UK GDPR that covers the onward transfer”;

e) Clause 8.8(i) of Modules 2 and 3 is replaced with: “the onward transfer is to a country benefiting from adequacy regulations pursuant to Section 17A of the UK GDPR that covers the onward transfer;”

f)  References to “Regulation (EU) 2016/679”, “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)” and “that Regulation” are all replaced by “UK Data Protection Laws”. References to specific Article(s) of “Regulation (EU) 2016/679” are replaced with the equivalent Article or Section of UK Data Protection Laws;

g)  References to Regulation (EU) 2018/1725 are removed;

h) References to the “European Union”, “Union”, “EU”, “EU Member State”, “Member State” and “EU or Member State” are all replaced with the “UK”;

i)   The reference to “Clause 12(c)(i)” at Clause 10(b)(i) of Module one, is replaced with “Clause 11(c)(i)”;

j)   Clause 13(a) and Part C of Annex I are not used;

k)  The “competent supervisory authority” and “supervisory authority” are both replaced with the “Information Commissioner”;

l)   In Clause 16(e), subsection (i) is replaced with: “the Secretary of State makes regulations pursuant to Section 17A of the Data Protection Act 2018 that cover the transfer of personal data to which these clauses apply;”;

m) Clause 17 is replaced with: “These Clauses are governed by the laws of England and Wales;

n) Clause 18 is replaced with: “Any dispute arising from these Clauses shall be resolved by the courts of England and Wales. A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of any country in the UK. The parties agree to submit themselves to the jurisdiction of such courts.”; and

o) The footnotes to the Approved EU SCCs do not form part of the UK Addendum, except for footnotes 8, 9, 10 and 11.

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Amendments to the UK Addendum

17.   The parties may agree to change Clauses 17 and/or 18 of the EU SCCs to refer to the laws and/or courts of Scotland and Northern Ireland.

18.   If the parties wish to change the format of the information included in Part 1: Tables of the Approved UK Addendum, they may do so by agreeing to the change in writing, provided that the change does not reduce the Appropriate Safeguards.

19.   From time to time, the ICO may issue a revised Approved UK Addendum which:

a)  makes reasonable and proportionate changes to the Approved UK Addendum, including correcting errors in the Approved UK Addendum; and/or

b) reflects changes to UK Data Protection Laws;

The revised Approved UK Addendum will specify the start date from which the changes to the Approved UK Addendum are effective and whether the parties need to review this UK Addendum including the Appendix Information. This UK Addendum is automatically amended as set out in the revised Approved UK Addendum from the start date specified.

20.   If the ICO issues a revised Approved UK Addendum under Section 18 of this UK Addendum, if a party will as a direct result of the changes in the Approved UK Addendum have a substantial, disproportionate and demonstrable increase in:

c)  its direct costs of performing its obligations under the UK Addendum; and/or

d) its risk under the UK Addendum,

and in either case it has first taken reasonable steps to reduce those costs or risks so that it is not substantial and disproportionate, then that party may end this UK Addendum at the end of a reasonable notice period, by providing written notice for that period to the other party before the start date of the revised Approved UK Addendum.

21.   The parties do not need the consent of any third party to make changes to this UK Addendum, but any changes must be made in accordance with its terms

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Exhibit E

United States Privacy Law Exhibit 

This United States Privacy Law Exhibit (“Exhibit”) supplements the DPA and includes additional information required by the CCPA, the VCDPA, the CPA, the CTDPA, the UCPA, and the MHMDA in each case, as updated, amended or replaced from time to time. Any terms not defined in this Exhibit shall have the meanings set forth in the DPA and/or the Agreement.   

A. CALIFORNIA

1. Definitions

  1. For purposes of this Section A, the terms “Business,” “Business Purpose,” “Commercial Purpose,” “Consumer,” “Personal Information,” “Processing,” “Sell,” “Service Provider,” “Share,” and “Verifiable Consumer Request” shall have the meanings set forth in the CCPA.
  2. All references to “Personal Data,” “Controller,” “Processor,” and “Data Subject” in the DPA shall be deemed to be references to “Personal Information,” “Business,” “Service Provider,” and “Consumer,” respectively, as defined in the CCPA.

2. Obligations

  1. Except with respect to Mashgin Account Data and Mashgin Usage Data (as defined in the DPA), the parties acknowledge and agree that Mashgin is a Service Provider for the purposes of the CCPA (to the extent it applies) and Mashgin is receiving Personal Information from Customer in order to provide the Services pursuant to the Agreement, which constitutes a Business Purpose.
  2. Customer shall disclose Personal Information to Mashgin only for the limited and specified purposes described in Exhibit A to this DPA.
  3. Mashgin shall not Sell or Share Personal Information provided by Customer under the Agreement.
  4. Mashgin shall not retain, use, or disclose Personal Information provided by Customer pursuant to the Agreement for any purpose, including a Commercial Purpose, other than as necessary for the specific purpose of performing the Services for Customer pursuant to the Agreement, or as otherwise set forth in the Agreement or as permitted by the CCPA. 
  5. Mashgin shall not retain, use, or disclose Personal Information provided by Customer pursuant to the Agreement outside of the direct business relationship between Mashgin and Customer, except where and to the extent permitted by the CCPA. 
  6. Mashgin shall notify Customer if it makes a determination that it can no longer meet its obligations under the CCPA.
  7. Mashgin will not combine Personal Information received from, or on behalf of, Customer with Personal Information that it receives from, or on behalf of, another party, or that it collects from its own interaction with the Consumer.
  8. Mashgin shall comply with all obligations applicable to Service Providers under the CCPA, including by providing Personal Information provided by Customer under the Agreement the level of privacy protection required by CCPA.
  9.  Mashgin shall only engage a new subprocessor to assist Mashgin in providing the Services to Customer under the Agreement in accordance with Section 4.1 of the DPA, including, without limitation, by: (i) notifying Customer of such engagement via the notification mechanism described in Section 4.1 of the DPA at least ten (10) days before enabling a new Subprocessor; and (ii) entering into a written contract with the subprocessor requiring subprocessor to observe all of the applicable requirements set forth in the CCPA.

3. Consumer Rights

  1. Mashgin shall assist Customer in responding to Verifiable Consumer Requests to exercise the Consumer’s rights under the CCPA as set forth in Section 7 of the DPA.

4. Audit and Remediation Rights

  1. To the extent required by CCPA, Mashgin shall allow Customer to conduct inspections or audits in accordance with Sections 8.3 and 8.4 of the DPA.
  2. If Customer determines that Mashgin is Processing Personal Information in an unauthorized manner, Customer may, taking into account the nature of the Mashgin’s Processing and the nature of the Personal Information Processed by Mashgin on behalf of Customer, take commercially reasonable and appropriate steps to stop and remediate such unauthorized Processing. 

B. VIRGINIA

1. Definitions

  1. For purposes of this Section B, the terms “Consumer,” “Controller,” “Personal Data,” “Processing,” and “Processor” shall have the meanings set forth in the VCDPA.       
  2. All references to “Data Subject” in this DPA shall be deemed to be references to “Consumer” as defined in the VCDPA.

2. Obligations

  1. Except with respect to Mashgin Account Data and Mashgin Usage Data (as defined in the DPA), the parties acknowledge and agree that Customer is a Controller and Mashgin is a Processor for the purposes of the VCDPA (to extent it applies).
  2. The nature, purpose, and duration of Processing, as well as the types of Personal Data and categories of Consumers are described in Exhibit A to this DPA.
  3. Mashgin shall adhere to Customer’s instructions with respect to the Processing of Customer Personal Data and shall assist Customer in meeting its obligations under the VCDPA by:
    1. Assisting Customer in responding to Consumer rights requests under the VCDPA as set forth in Section 7 of the DPA;
    2. Complying with Section 5 (“Security of Personal Data”) of the DPA with respect to Personal Data provided by Customer;
    3. In the event of a Personal Data Breach, providing information sufficient to enable Customer to meet its obligations pursuant to Virginia’s breach notification laws (Va. Code § 18.2-186.6); and
    4. Providing information sufficient to enable Customer to conduct and document data protection assessments to the extent required by VCDPA.
  4. Mashgin shall maintain the confidentiality of Personal Data provided by Customer and require that each person Processing such Personal Data be subject to a duty of confidentiality with respect to such Processing.
  5. Upon Customer’s written request, Mashgin shall delete or return all Personal Data provided by Customer in accordance with Section 2.4 of the DPA, unless retention of such Personal Data is required or authorized by law or the DPA and/or Agreement.
  6. In the event that Mashgin engages a new subprocessor to assist Mashgin in providing the Services to Customer under the Agreement, Mashgin shall enter into a written contract with the subprocessor requiring subprocessor to observe all of the applicable requirements of a Processor set forth in the VCDPA.

3. Audit Rights

  1. Upon Customer’s written request at reasonable intervals, Mashgin shall, as set forth in Sections 8.3-8.4 of the DPA, (i) make available to Customer all information in its possession that is reasonably necessary to demonstrate Mashgin’s compliance with its obligations under the VCDPA and (ii) allow and cooperate with reasonable inspections or audits as required under the VCDPA. 

C. COLORADO

1. Definitions

  1. For purposes of this Section C, the terms “Consumer,” “Controller,” “Personal Data,” “Processing,” and “Processor” shall have the meanings set forth in the CPA.
  2. All references to “Data Subject” in the DPA shall be deemed to be references to “Consumer” as defined in the CPA.

2. Obligations

  1. Except with respect to Mashgin Account Data and Mashgin Usage Data (as defined in the DPA), the parties acknowledge and agree that Customer is a Controller and Mashgin is a Processor for the purposes of the CPA (to extent it applies).
  2. The nature, purpose, and duration of Processing, as well as the types of Personal Data and categories of Consumers are described in Exhibit A to this DPA.
  3. Mashgin shall require that each person Processing such Personal Data be subject to a duty of confidentiality with respect to such Processing.
  4. Mashgin shall only engage a new subcontractor to assist Mashgin in providing the Services to Customer under the Agreement in accordance with Section 4.1 of the DPA, including, without limitation, by: (i) notifying Customer of such engagement via the notification mechanism described in Section 4.1 of the DPA and providing Customer with an opportunity to object and (ii) entering into a written contract with the subcontractor requiring subcontractor to observe all of the applicable requirements set forth in the CPA.
  5. Mashgin shall be responsible for taking the appropriate technical and organizational measures as described in Exhibit C. Customer shall be responsible for implementing appropriate technical and organizational measures to ensure a level of security appropriate to the risk.
  6. Upon Customer’s written request, Mashgin shall delete or return all Personal Data provided by Customer in accordance with Section 2.4 of the DPA, unless retention of such Personal Data is required or authorized by law or the DPA and/or Agreement.

3. Audit Rights

  1. Upon Customer’s written request at reasonable intervals, Mashgin shall, as set forth in Sections 8.3-8.4 of the DPA, (i) make available to Customer all information in its possession that is reasonably necessary to demonstrate Mashgin’s compliance with its obligations under the CPA and (ii) allow and cooperate with reasonable inspections or audits as required or permitted under the CPA.

D. CONNECTICUT

1. Definitions

  1. For purposes of this Section D, the terms “Consumer,” “Controller,” “Personal Data,” “Processing,” and “Processor” shall have the meanings set forth in the CTDPA.
  2. All references to “Data Subject” in the DPA shall be deemed to be references to “Consumer” as defined in the CTDPA.

2. Obligations

  1. Except with respect to Mashgin Account Data and Mashgin Usage Data (as defined in the DPA), the parties acknowledge and agree that Customer is a Controller and Mashgin is a Processor for the purposes of the CTDPA (to extent it applies).
  2. The nature, purpose, and duration of Processing, as well as the types of Personal Data and categories of Consumers are described in Exhibit A to this DPA.
  3. Mashgin shall require that each person Processing such Personal Data be subject to a duty of confidentiality with respect to such Processing.
  4. Mashgin shall only engage a new subcontractor to assist Mashgin in providing the Services to Customer under the Agreement in accordance with Section 4.1 of the DPA, including, without limitation, by: (i) notifying Customer of such engagement via the notification mechanism described in Section 4.1 of the DPA and providing Customer with an opportunity to object and (ii) entering into a written contract with the subcontractor requiring subcontractor to observe all of the applicable requirements set forth in the CTDPA.
  5. Upon Customer’s written request, Mashgin shall delete or return all Personal Data provided by Customer in accordance with Section 2.4 of the DPA, unless retention of such Personal Data is required or authorized by law or the DPA and/or Agreement.

3. Audit Rights

  1. Upon Customer’s written request at reasonable intervals, Mashgin shall, as set forth in Sections 8.3-8.4 of the DPA, (i) make available to Customer all information in its possession that is reasonably necessary to demonstrate Mashgin’s compliance with its obligations under the CTDPA and (ii) allow and cooperate with reasonable inspections or audits as required under the CTDPA.

E. UTAH

1. Definitions

  1. For purposes of this Section E, the terms “Consumer,” “Controller,” “Personal Data,” “Processing,” and “Processor” shall have the meanings set forth in the UCPA.
  2. All references to “Data Subject” in the DPA shall be deemed to be references to “Consumer” as defined in the UCPA.

2. Obligations

  1. Except with respect to Mashgin Account Data and Mashgin Usage Data (as defined in the DPA), the parties acknowledge and agree that Customer is a Controller and Mashgin is a Processor for the purposes of the UCPA (to extent it applies).
  2. The instructions with respect to the Processing of Customer Personal Data and the parties’ rights and obligations are set forth in this DPA and the Agreement.
  3. The nature, purpose, and duration of Processing, as well as the types of Personal Data and categories of Consumers are described in Exhibit A to this DPA.
  4. Mashgin shall require that each person Processing such Personal Data be subject to a duty of confidentiality with respect to such Processing.
  5. Mashgin shall only engage a new subcontractor to assist Mashgin in providing the Services to Customer under the Agreement in accordance with Section 4.1 of the DPA, including, without limitation, by entering into a written contract with the subcontractor requiring subcontractor to observe all of the applicable requirements set forth in the UCPA.

F. WASHINGTON

1. Definitions

  1. For purposes of this Section F, the terms “Consumer Health Data,” “Processor,” “Regulated Entity,” “Small Business,” and “Process” or “Processing” shall have the meanings set forth in the MHMDA. 
  2. All references to “Data Subject” in the DPA shall be deemed to be references to “Consumer” as defined in the MHMDA.

2. Obligations

  1. Except with respect to Mashgin Account Data and Mashgin Usage Data (as defined in the DPA), the parties acknowledge and agree that Mashgin is a Processor for the purposes of the MHMDA (to the extent it applies). 
  2. The Customer’s instructions with respect to the Mashgin’s Processing of Consumer Health Data and each party’s respective rights and obligations are set forth in this DPA and the Agreement.
  3. The nature, purpose, and duration of Processing, as well as the types of Consumer Health Data and categories of Consumers are described in Exhibit A to this DPA.
  4. Mashgin shall be responsible for taking the appropriate technical and organizational measures as described in Exhibit C. Customer shall be responsible for implementing appropriate technical and organizational measures to ensure a level of security appropriate to the risk. 
  5. Mashgin acknowledges that if it fails to adhere to Customer’s instructions or processes Consumer Health Data outside of the scope of the Agreement or this DPA, Mashgin may be subject to all the obligations as a Regulated Entity or a Small Business, as applicable, pursuant to the MHMDA.