Data Processing Agreement

This Data Processing Agreement ("DPA") forms part of the Terms of Service or other agreement between Loyee Technologies, Inc. ("salesmonkey") and the Customer using salesmonkey's Services ("Agreement"). It applies wherever salesmonkey processes Personal Data on behalf of Customer. In the event of conflict between this DPA and the Agreement, this DPA controls for Personal Data processing matters.

By accepting the Agreement, including by clicking to accept, creating an account, or using the Services, Customer agrees to this DPA. For enterprise customers, this DPA may be separately countersigned.

For data protection inquiries, contact: privacy@salesmonkey.com

1. Definitions

"Data Protection Laws" means all applicable privacy and data security laws, including the GDPR, UK GDPR, Swiss FDPA, CCPA/CPRA, and other applicable U.S. state privacy laws.

"Customer Personal Data" means Personal Data that salesmonkey processes on behalf of Customer in connection with the Services.

"Subprocessor" means a third party engaged by salesmonkey to process Customer Personal Data.

"SCCs" means the European Commission's Standard Contractual Clauses (Decision 2021/914), including applicable UK and Swiss supplements.

Other capitalized terms ("Personal Data," "Controller," "Processor," "Processing," "Data Subject," "Personal Data Breach," "Supervisory Authority") have the meanings given under applicable Data Protection Laws.

2. Roles

salesmonkey acts as a processor (or service provider under CCPA/CPRA) on behalf of Customer. Customer acts as a controller, or as a processor on behalf of its own customers, as applicable. The nature, purpose, duration, and categories of processing are described in the Annex to this DPA.

3. Instructions

salesmonkey processes Customer Personal Data only on Customer's documented instructions, as set out in the Agreement, this DPA, product settings, integration settings, API usage, and any written instructions acknowledged by salesmonkey. salesmonkey will inform Customer if it believes an instruction violates applicable Data Protection Laws, unless prohibited by law.

4. Customer Responsibilities

Customer is responsible for the lawfulness of its instructions and for ensuring it has all rights, consents, notices, and legal bases required for salesmonkey to process Customer Personal Data as described in this DPA. Customer is also responsible for reviewing AI-generated outputs, enrichment results, and outreach drafts before use, and for complying with applicable sales, marketing, and communications laws.

5. salesmonkey Obligations

salesmonkey will:

• process Customer Personal Data only on Customer's documented instructions;
• ensure that personnel authorized to process Customer Personal Data are bound by confidentiality obligations;
• implement and maintain appropriate technical and organizational security measures (see Section 6);
• assist Customer with Data Subject requests, security obligations, and breach notifications as described in Section 8; and
• delete or return Customer Personal Data as described in Section 9.

6. Security

salesmonkey will implement and maintain appropriate technical and organizational measures to protect Customer Personal Data against unauthorized access, loss, alteration, or disclosure. Measures may include access controls, encryption in transit, encryption at rest where supported, logging and monitoring, vulnerability management, incident response, and subprocessor controls. salesmonkey may update these measures provided it does not materially decrease the overall security of the Services during an active subscription period.

7. Subprocessors

Customer gives salesmonkey general authorization to engage Subprocessors. salesmonkey's current Subprocessor list is set out in the Sub-processor Listsection below. salesmonkey will impose data protection obligations on Subprocessors substantially equivalent to those in this DPA and remains responsible for each Subprocessor's compliance.

salesmonkey will provide reasonable notice of new Subprocessors by updating its Subprocessor list. Customer may object to a new Subprocessor on reasonable data protection grounds within 15 days of notice. If the parties cannot resolve the objection, Customer may terminate the affected Services and will be entitled to a pro-rated refund of prepaid fees for the unused portion.

8. Personal Data Breaches, Data Subject Requests, and Assistance

Breach Notification. salesmonkey will notify Customer without undue delay after becoming aware of a Personal Data Breach affecting Customer Personal Data. Notice will include available details of the breach, affected data, likely consequences, and mitigation steps. salesmonkey may provide information in phases. Customer is responsible for determining whether and how to notify affected individuals, regulators, or other parties.

Data Subject Requests. If salesmonkey receives a Data Subject request relating to Customer Personal Data, salesmonkey will, unless prohibited by law, direct the Data Subject to Customer or notify Customer promptly. salesmonkey will provide reasonable assistance to Customer in responding to such requests, taking into account the nature of the Services and available information.

Audits. Upon written request (no more than once per year, unless required by a Supervisory Authority or following a confirmed breach), salesmonkey will provide information reasonably necessary to demonstrate compliance with this DPA. Audits require at least 30 days' prior written notice, must occur during business hours without unreasonably disrupting operations, and are subject to confidentiality obligations. Customer bears its own audit costs and reimburses salesmonkey's reasonable support costs unless the audit reveals a material breach by salesmonkey.

9. Deletion and Return

Upon termination or expiration of the Agreement, salesmonkey will delete or return Customer Personal Data in accordance with the Agreement and applicable law. salesmonkey may retain Customer Personal Data for a limited period post-termination for export, legal compliance, fraud prevention, security, and backup retention. Backups and logs are deleted in accordance with salesmonkey's standard retention schedule.

10. International Transfers

salesmonkey and its Subprocessors may process Customer Personal Data in the United States, the EEA, the United Kingdom, and other locations where salesmonkey or its Subprocessors operate.

Where Customer Personal Data is transferred from the EEA, UK, or Switzerland to a country without an adequate level of protection, the SCCs are incorporated into this DPA by reference on the following terms: Module Two applies where Customer is a controller and salesmonkey is a processor; Module Three applies where Customer is a processor and salesmonkey is a subprocessor. Clause 7 (docking) applies; Clause 9 Option 2 applies with a 15-day notice period; Clause 11 optional language does not apply; Clause 17 governing law is Ireland; Clause 18 courts are the courts of Ireland. For UK transfers, the UK International Data Transfer Addendum supplements the SCCs. For Swiss transfers, the SCCs apply as required under Swiss data protection law.

11. U.S. State Privacy

To the extent CCPA/CPRA or other applicable U.S. state privacy laws apply, salesmonkey acts as a service provider or processor and will not: (a) sell or share Customer Personal Data; (b) process Customer Personal Data for cross-context behavioral advertising; or (c) retain, use, or disclose Customer Personal Data outside the direct business relationship or for any purpose other than providing the Services, except as permitted by law. salesmonkey certifies that it understands and will comply with these restrictions.

12. AI and Model Training

salesmonkey will not use Customer Personal Data to train general-purpose AI models unless otherwise agreed in writing. salesmonkey may process Customer Personal Data to provide the Services, including retrieval, ranking, enrichment, scoring, workspace-specific personalization, quality assurance, abuse prevention, and security.

13. Aggregated and De-identified Data

salesmonkey may create and use aggregated or de-identified data that does not identify Customer or any individual for analytics, benchmarking, security, and product improvement. salesmonkey will not attempt to re-identify such data except to test or validate de-identification measures as permitted by law.

14. Liability

Each party's liability under this DPA is subject to the limitations, exclusions, and caps set out in the Agreement. This DPA does not expand either party's liability beyond those limits.

15. Term and Updates

This DPA remains in effect for as long as salesmonkey processes Customer Personal Data on behalf of Customer. salesmonkey may update this DPA to reflect changes in law, the Services, or salesmonkey's processing activities, with reasonable notice of material changes. Updates will not materially reduce Customer's rights during an active subscription period unless required by law or necessary for security or legal compliance.

Sub-processor List

Loyee Technologies, Inc. ("salesmonkey," "Provider," "we," "us," or "our") engages the following third-party sub-processors to perform limited activities in connection with the salesmonkey Services. Where salesmonkey acts as a data processor of personal data on behalf of its customers, the entities below may process that data as sub-processors. salesmonkey requires all sub-processors to contractually commit to protecting the security and confidentiality of any personal data they process on salesmonkey's behalf. Data is stored in the country listed unless otherwise noted.

Contact & Enrichment Data Providers

Infrastructure & Hosting

Authentication & Analytics

AI & Machine Learning Providers

Vector & Semantic Storage

CRM & Customer Support

Note: "Publicly available data" means information sourced from publicly accessible sources such as company websites, professional directories, and public business registries. It does not include private Customer Data unless separately indicated.

Annex: Description of Processing Activities

This Annex forms part of the DPA and sets out the details of salesmonkey's processing of Customer Personal Data as required by Article 28(3) GDPR.

This DPA is incorporated into and governed by the Agreement. Capitalized terms not defined herein have the meanings given in the Agreement.