AdButler Data Processing Agreement and its Annexes (“DPA”)

“California Personal Information” means Personal Data that is subject to the protection of the CCPA.

"CCPA" means California Civil Code Sec. 1798.100 et seq. (also known as the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020 or "CPRA").

"Consumer", "Business", "Sell", "Service Provider", and "Share" will have the meanings given to them in the CCPA.

“Controller” means the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the Processing of Personal Data.

"Data Privacy Framework" means the EU-U.S. Data Privacy Framework, the Swiss-U.S. Data Privacy Framework and the UK Extension to the EU-U.S. Data Privacy Framework self-certification programs (as applicable) operated by the U.S. Department of Commerce; as may be amended, superseded or replaced.

“Data Privacy Framework Principles” means the Principles and Supplemental Principles contained in the relevant Data Privacy Framework; as may be amended, superseded or replaced.

“Data Protection Laws” means all applicable worldwide legislation relating to data protection and privacy which applies to the respective party in the role of Processing Personal Data in question under the Agreement, including without limitation European Data Protection Laws, the CCPA and other applicable U.S. federal and state privacy laws, and the data protection and privacy laws of Canada and its provinces, Malaysia, Australia, in each case as amended, repealed, consolidated or replaced from time to time; with regard to AdButler, Data Protection Laws exclude laws governing Sensitive Information.

“Sensitive Information" means credit or debit card numbers; financial account numbers or wire instructions; government issued identification numbers (such as Social Security numbers, passport numbers), biometric information, personal health information (or other information protected under any applicable health data protection laws), personal information of children protected under any child data protection laws, and any other information or combinations of information that falls within the definition of “special categories of data” under GDPR or any other applicable law relating to privacy and data protection.

“Data Subject” means the individual to whom Personal Data relates.

"Europe" means the European Union, the European Economic Area and/or their member states, Switzerland and the United Kingdom.

“European Data” means Personal Data that is subject to the protection of European Data Protection Laws.

"European Data Protection Laws" means data protection laws applicable in Europe, including: (i) Regulation 2016/679 of the European Parliament and of the Council 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) ("GDPR"); (ii) Directive 2002/58/EC concerning the processing of personal data and the protection of privacy in the electronic communications sector; and (iii) applicable national implementations of (i) and (ii); or (iii) GDPR as it forms parts of the United Kingdom domestic law by virtue of Section 3 of the European Union (Withdrawal) Act 2018 ("UK GDPR"); and (iv) Swiss Federal Data Protection Act and its Ordinance ("Swiss DPA"); in each case, as may be amended, superseded or replaced.

“Instructions” means the written, documented instructions issued by a Controller to a Processor, and directing the same to perform a specific or general action with regard to Personal Data (including, but not limited to, depersonalizing, blocking, deletion, making available).

“Personal Data” means any information relating to an identified or identifiable individual where (i) such information is contained within Customer Data; and (ii) is protected similarly as personal data, personal information, or personally identifiable information under applicable Data Protection Laws.

“Personal Data Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data transmitted, stored or otherwise Processed by us and/or our Sub-Processors in connection with the provision of the Subscription Services. "Personal Data Breach" will not include unsuccessful attempts or activities that do not compromise the security of Personal Data, including unsuccessful log-in attempts, pings, port scans, denial of service attacks, and other network attacks on firewalls or networked systems.

“Processing” means any operation or set of operations which is performed on Personal Data, encompassing the collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction or erasure of Personal Data. The terms “Process”, “Processes” and “Processed” will be construed accordingly.

“Processor” means a natural or legal person, public authority, agency or other body which Processes Personal Data on behalf of the Controller.

“Standard Contractual Clauses” means the standard contractual clauses annexed to the European Commission’s Decision (EU) 2021/914 of 4 June 2021 currently found at https://eur-lex.europa.eu/eli/dec_impl/2021/914, as may be amended, superseded or replaced.

“Sub-Processor” means any Processor engaged by us to assist in fulfilling our obligations with respect to the provision of the Subscription Services under the Agreement.

“Subscription Service” means your subscription to access and utilize the AdButler platform.

“UK Addendum” means the International Data Transfer Addendum issued by the UK Information Commissioner under section 119A(1) of the Data Protection Act 2018 currently found at https://ico.org.uk/media/for-organisations/documents/4019539/international-data-transfer-addendum.pdf, as may be amended, superseded, or replaced.

a. Compliance with Laws. Within the scope of the Agreement and in its use of the services, you will be responsible for complying with all requirements that apply to it under applicable Data Protection Laws with respect to its Processing of Personal Data and the Instructions it issues to us.In particular but without prejudice to the generality of the foregoing, you acknowledge and agree that you will be solely responsible for: (i) the accuracy, quality, and legality of Customer Data and the means by which you acquired Personal Data; (ii) complying with all necessary transparency and lawfulness requirements under applicable Data Protection Laws for the collection and use of the Personal Data, including obtaining any necessary consents and authorizations (particularly for use by Customer for marketing purposes); (iii) ensuring you have the right to transfer, or provide access to, the Personal Data to us for Processing in accordance with the terms of the Agreement (including this DPA); (iv) ensuring that your Instructions to us regarding the Processing of Personal Data comply with applicable laws, including Data Protection Laws; and (v) complying with all laws (including Data Protection Laws) applicable to any emails or other content created, sent or managed through the Subscription Services, including those relating to obtaining consents (where required) to send emails, the content of the emails and its email deployment practices. You will inform us without undue delay if you are not able to comply with your responsibilities under this 'Compliance with Laws' section or applicable Data Protection Laws.

b. Controller Instructions. The parties agree that the Agreement (including this DPA), together with your use of the Subscription Service in accordance with the Agreement, constitute your complete Instructions to us in relation to the Processing of Personal Data, so long as you may provide additional instructions during the subscription term that are consistent with the Agreement, the nature and lawful use of the Subscription Service.

c. Security. You are responsible for independently determining whether the data security provided for in the Subscription Service adequately meets your obligations under applicable Data Protection Laws. You are also responsible for your secure use of the Subscription Service, including protecting the security of Personal Data in transit to and from the Subscription Service (including to securely backup or encrypt any such Personal Data).

a. Compliance with Instructions. We will only Process Personal Data for the purposes described in this DPA or as otherwise agreed within the scope of your lawful Instructions, except where and to the extent otherwise required by applicable law. We are not responsible for compliance with any Data Protection Laws applicable to you or your industry that are not generally applicable to us.

b. Conflict of Laws. If we become aware that we cannot Process Personal Data in accordance with your Instructions due to a legal requirement under any applicable law, we will (i) promptly notify you of that legal requirement to the extent permitted by the applicable law; and (ii) where necessary, cease all Processing (other than merely storing and maintaining the security of the affected Personal Data) until such time as you issue new Instructions with which we are able to comply. If this provision is invoked, we will not be liable to you under the Agreement for any failure to perform the applicable Subscription Services until such time as you issue new lawful Instructions with regard to the Processing.

c. Security. We will implement and maintain appropriate technical and organizational measures to protect Personal Data from Personal Data Breaches, as described under Annex 2 to this DPA ("Security Measures"). Notwithstanding any provision to the contrary, we may modify or update the Security Measures at our discretion provided that such modification or update does not result in a material degradation in the protection offered by the Security Measures.

d. Confidentiality. We will ensure that any personnel whom we authorize to Process Personal Data on our behalf is subject to appropriate confidentiality obligations (whether a contractual or statutory duty) with respect to that Personal Data.

e. Personal Data Breaches. We will notify you without undue delay after we become aware of any Personal Data Breach and will provide timely information relating to the Personal Data Breach as it becomes known or reasonably requested by you. At your request, we will promptly provide you with such reasonable assistance as necessary to enable you to notify relevant Personal Data Breaches to competent authorities and/or affected Data Subjects, if you are required to do so under Data Protection Laws.

f. Deletion of Customer Data. We will delete all Customer Data, including Personal Data (including copies thereof) Processed pursuant to this DPA, no later than 9 months after termination or expiration of your Subscription Service. This term will apply except where we are required by applicable law to retain some or all of the Customer Data, or where we have archived Customer Data on back-up systems, which data we will securely isolate and protect from any further Processing and delete in accordance with our deletion practices. You may request the deletion of your AdButler account after expiration or termination of your subscription by sending a request to our support email support@adbutler.com.

The Subscription Service provides you with a number of controls that you can use to retrieve, correct, delete or restrict Personal Data, which you can use to assist it in connection with its obligations under Data Protection Laws, including your obligations relating to responding to requests from Data Subjects to exercise their rights under applicable Data Protection Laws ("Data Subject Requests").

To the extent that you are unable to independently address a Data Subject Request through the Subscription Service, then upon your written request we will provide reasonable assistance to you to respond to any Data Subject Requests or requests from data protection authorities relating to the Processing of Personal Data under the Agreement. You will reimburse us for the commercially reasonable costs arising from this assistance.

If a Data Subject Request or other communication regarding the Processing of Personal Data under the Agreement is made directly to us, we will promptly inform you and will advise the Data Subject to submit their request to you. You will be solely responsible for responding substantively to any such Data Subject Requests or communications involving Personal Data.

You agree we may engage Sub-Processors to Process Personal Data on your behalf, and we do so to assist us with hosting and infrastructure. We have currently appointed, as Sub-Processors, the third parties listed in Annex 3 to this DPA.

Where we engage Sub-Processors, we will ensure that those Sub-Processors have the same level of protection for Personal Data as those in this DPA, to the extent applicable to the nature of the services provided by such Sub-Processors. We will remain responsible for each Sub-Processor’s compliance with the obligations of this DPA and for any acts or omissions of such Sub-Processor that cause us to breach any of its obligations under this DPA.

You acknowledge and agree that we may access and Process Personal Data on a global basis as necessary to provide the Subscription Service in accordance with the Agreement, and in particular that Personal Data may be transferred to and Processed by AdButler in the US, Canada, and to other jurisdictions where AdButler Sub-Processors have operations. Wherever Personal Data is transferred outside its country of origin, each party will ensure such transfers are made in compliance with the requirements of Data Protection Laws.

We will make all information reasonably necessary to demonstrate compliance with this DPA available to you and allow for and contribute to audits, including inspections conducted by you or your auditor in order to assess compliance with this DPA, where required by applicable law. You acknowledge and agree that you will exercise your audit rights under this DPA by instructing us to comply with the audit measures described in this 'Demonstration of Compliance' section. You acknowledge that the Subscription Service is hosted by our hosting Sub-Processors who maintain independently validated security programs (including SOC 2 and ISO 27001) and that our systems are audited annually as part of SOC 2 compliances. Upon request, we will supply (on a confidential basis) our SOC 2 report  to you so that you can verify our compliance with this DPA. Further, at your written request, we will provide written responses (on a confidential basis) to all reasonable requests for information made by you necessary to confirm our compliance with this DPA, provided that you will not exercise this right more than once per calendar year unless you have reasonable grounds to suspect non-compliance with the DPA.

a. Scope. This 'Additional Provisions for European Data' section will apply only with respect to European Data.

b. Roles of the Parties. When Processing European Data in accordance with your Instructions, the parties acknowledge and agree that you are the Controller of European Data and we are the Processor.

c. Instructions. If we believe that your Instruction infringes European Data Protection Laws (where applicable), we will inform you without delay.

d. Data Protection Impact Assessments and Consultation with Supervisory Authorities. To the extent that the required information is reasonably available to us, and you do not otherwise have access to the required information, we will provide reasonable assistance to you with any data protection impact assessments, and prior consultations with supervisory authorities  (for example, the French Data Protection Agency (CNIL), the Berlin Data Protection Authority (BlnBDI) and the UK Information Commissioner's Office (ICO)) or other competent data privacy authorities to the extent required by European Data Protection Laws.

f. Transfer Mechanisms for Data Transfers.

(A) AdButler will not transfer European Data to any country or recipient not recognized as providing an adequate level of protection for Personal Data (within the meaning of applicable European Data Protection Laws), unless it first takes all such measures as are necessary to ensure the transfer is following applicable European Data Protection Laws. Such measures may include (without limitation) (i) transferring such data to a recipient that is covered by a suitable framework or other legally adequate transfer mechanism recognized by the relevant authorities or courts as providing an adequate level of protection for Personal Data, including the Data Privacy Framework; (ii) to a recipient that has achieved binding corporate rules authorization in accordance with European Data Protection Laws; or (iii) to a recipient that has executed the Standard Contractual Clauses in each case as adopted or approved in accordance with applicable European Data Protection Laws.

(B) You acknowledge that in connection with the performance of the Subscription Services, AdButler is a recipient of European Data in the United States. To the extent that AdButler receives European Data in the United States, AdButler will comply with the following:

(1) Data Privacy Framework. AdButler, Inc. will use the Data Privacy Framework to lawfully receive European Data in the United States and ensure that it provides at least the same level of protection to such European Data as is required by the Data Privacy Framework Principles and will let you know if it is unable to comply with this requirement.

(2) Standard Contractual Clauses. If European Data Protection Laws require that appropriate safeguards are put in place (for example, if the Data Privacy Framework does not cover the transfer to AdButler, Inc. and/or the Data Privacy Framework is invalidated), the Standard Contractual Clauses will be incorporated by reference and form part of the Agreement as follows:

(a) In relation to European Data that is subject to the GDPR (i) Customer is the "data exporter" and AdButler . is the "data importer"; (ii) the Module Two terms apply to the extent the Customer is a Controller of European Data and the Module Three terms apply to the extent the Customer is a Processor of European Data; (iii) in Clause 7, the optional docking clause applies; (iv) in Clause 9, Option 2 applies and changes to Sub-Processors will be notified in accordance with the ‘Sub-Processors’ section of this DPA; (v) in Clause 11, the optional language is deleted; (vi) in Clauses 17 and 18, the parties agree that the governing law and forum for disputes for the Standard Contractual Clauses will be determined in accordance with the 'Contracting Entity; Applicable Law; Notice’ section of the Jurisdiction Specific Terms or, if such section does not specify an EU Member State, the Republic of Ireland (without reference to conflicts of law principles); (vii) the Annexes of the Standard Contractual Clauses will be deemed completed with the information set out in the Annexes of this DPA; (viii) the supervisory authority that will act as competent supervisory authority will be determined in accordance with GDPR; and (ix) if and to the extent the Standard Contractual Clauses conflict with any provision of this DPA the Standard Contractual Clauses will prevail to the extent of such conflict.

(b) In relation to European Data that is subject to the UK GDPR, the Standard Contractual Clauses will apply in accordance with sub-section (a) and the following modifications (i) the Standard Contractual Clauses will be modified and interpreted in accordance with the UK Addendum, which will be incorporated by reference and form an integral part of the Agreement; (ii) Tables 1, 2 and 3 of the UK Addendum will be deemed completed with the information set out in the Annexes of this DPA and Table 4 will be deemed completed by selecting “neither party”; and (iii) any conflict between the terms of the Standard Contractual Clauses and the UK Addendum will be resolved in accordance with Section 10 and Section 11 of the UK Addendum.

(c) In relation to European Data that is subject to the Swiss DPA, the Standard Contractual Clauses will apply in accordance with sub-section (a) and the following modifications (i) references to "Regulation (EU) 2016/679" will be interpreted as references to the Swiss DPA; (ii) references to "EU", "Union" and "Member State law" will be interpreted as references to Swiss law; and (iii) references to the "competent supervisory authority" and "competent courts" will be replaced with the "the Swiss Federal Data Protection and Information Commissioner " and the "relevant courts in Switzerland".

(d) You agree that by complying with our obligations under the 'Sub-Processors' section of this DPA, AdButler. fulfills its obligations under Section 9 of the Standard Contractual Clauses. For the purposes of Clause 9(c) of the Standard Contractual Clauses, you acknowledge that we may be restricted from disclosing Sub-Processor agreements, but we will use reasonable efforts to require any Sub-Processor we appoint to permit it to disclose the Sub-Processor agreement to you and will provide (on a confidential basis) all information we reasonably can. You also acknowledge and agree that you will exercise your audit rights under Clause 8.9 of the Standard Contractual Clauses by instructing us to comply with the measures described in the 'Demonstration of Compliance' section of this DPA.

(e) Where the AdButler contracting entity under the Agreement is not AdButler, such contracting entity (not AdButler) will remain fully and solely responsible and liable to you for the performance of the Standard Contractual Clauses by AdButler and you will direct any instructions, claims or enquiries in relation to the Standard Contractual Clauses to such contracting entity. If AdButler cannot comply with its obligations under the Standard Contractual Clauses or is breach of any warranties under the Standard Contractual Clauses or UK Addendum (as applicable) for any reason, and you intend to suspend the transfer of European Data to AdButler or terminate the Standard Contractual Clauses ,or UK Addendum, you agree to provide us with reasonable notice to enable us to cure such non-compliance and reasonably cooperate with us to identify what additional safeguards, if any, may be implemented to remedy such non-compliance. If we have not or cannot cure the non-compliance, you may suspend or terminate the affected part of the Subscription Service in accordance with the Agreement without liability to either party (but without prejudice to any fees you have incurred prior to such suspension or termination).

(C) Alternative Transfer Mechanism. In the event that AdButler is required to adopt an alternative transfer mechanism for European Data, in addition to or other than the mechanisms described in sub-section (B) above, such alternative transfer mechanism will apply automatically instead of the mechanisms described in this DPA (but only to the extent such alternative transfer mechanism complies with European Data Protection Laws), and you agree to execute such other documents or take such action as may be reasonably necessary to give legal effect such alternative transfer mechanism.

a. Scope. The 'Additional Provisions for California Personal Information' section of the DPA will apply only with respect to California Personal Information.

b. Roles of the Parties. When processing California Personal Information in accordance with your Instructions, the parties acknowledge and agree that you are a Business and we are a Service Provider for the purposes of the CCPA.

c. Responsibilities. We certify that we will Process California Personal Information as a Service Provider strictly for the purpose of performing the Subscription Services and Consulting Services under the Agreement (the "Business Purpose") or as otherwise permitted by the CCPA, including as described in the 'Usage Data' section of our Privacy Policy.  Further, we certify we i) will not Sell or Share California Personal Information; (ii) will not Process California Personal Information outside the direct business relationship between the parties, unless required by applicable law; and (iii) will not combine the California Personal Information included in Customer Data with personal information that we collect or receive from another source (other than information we receive from another source in connection with our obligations as a Service Provider under the Agreement).

d. Compliance. We will (i) comply with obligations applicable to us as a Service Provider under the CCPA and (ii) provide California Personal Information with the same level of privacy protection as is required by the CCPA. We will notify you if we make a determination that we can no longer meet our obligations as a Service Provider under the CCPA.

e. CCPA Audits. You will have the right to take reasonable and appropriate steps to help ensure that we use California Personal Information in a manner consistent with Customer’s obligations under the CCPA. Upon notice, you will have the right to take reasonable and appropriate steps in accordance with the Agreement to stop and remediate unauthorized use of California Personal Information.

f. Not a Sale. The parties acknowledge and agree that the disclosure of California Personal Information by the Customer to AdButler does not form part of any monetary or other valuable consideration exchanged between the parties.

a. Amendments. Notwithstanding anything else to the contrary in the Agreement and without prejudice to the ‘Compliance with Instructions’ or ‘Security’ sections of this DPA, we reserve the right to make any updates and changes to this DPA and the terms that apply in the ‘Amendment; No Waiver’ section of the General Terms will apply.

b. Severability. If any individual provisions of this DPA are determined to be invalid or unenforceable, the validity and enforceability of the other provisions of this DPA will not be affected.

c. Limitation of Liability. Each party and each of their Affiliates' liability, taken in aggregate,  arising out of or related to this DPA (including any other DPAs between the parties) and the Standard Contractual Clauses, where applicable, whether in contract, tort or under any other theory of liability, will be subject to the limitations and exclusions of liability set out in the 'Limitation of Liability' section of the Master Services Agreement and any reference in such section to the liability of a party means aggregate liability of that party and all of its Affiliates under the Agreement (including this DPA).  For the avoidance of doubt, if AdButler. is not a party to the Agreement, the ‘Limitation of Liability’ section of the Master Services agreement will apply as between you and AdButler , and in such respect any references to ‘AdButler’, ‘we’, ‘us’ or ‘our’ will include both AdButler, and the AdButler entity that is a party to the Agreement. In no event will either party's liability be limited with respect to any individual's data protection rights under this DPA (including any other DPAs between the parties and the Standard Contractual Clauses, where applicable) or otherwise.

d. Governing Law. This DPA will be governed by and construed in accordance with the ‘Contracting Entity; ‘Applicable Law; Notice’ sections of the Jurisdiction Specific Terms, unless required otherwise by Data Protection Laws.

a. Permitted Affiliates. By signing the Agreement, you enter into this DPA (including, where applicable, the Standard Contractual Clauses) on behalf of yourself and in the name and on behalf of your Permitted Affiliates. For the purposes of this DPA only, and except where indicated otherwise, the terms “Customer”, “you” and “your” will include you and such Permitted Affiliates.

b. Authorization. The legal entity agreeing to this DPA as Customer represents that it is authorized to agree to and enter into this DPA for and on behalf of itself.

c. Remedies. The parties agree that (i) solely the Customer entity that is the contracting party to the Agreement will exercise any right or seek any remedy under this DPA, and (ii) the Customer entity that is the contracting party to the Agreement will exercise any such rights under this DPA. The Customer entity that is the contracting entity is responsible for coordinating all Instructions, authorizations and communications with us under the DPA and will be entitled to make and receive any communications related to this DPA.

d. Other rights. The parties agree that you will, when reviewing our compliance with this DPA pursuant to the ‘Demonstration of Compliance’ section, take all reasonable measures to limit any impact on us and our Affiliates by combining several audit requests carried out on behalf of the Customer entity that is the contracting party to the Agreement and all of its Permitted Affiliates in one single audit.

A. 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]

Name: ________________________________________________________________________

Address: _______________________________________________________________________

Contact person’s name, position and contact details: _______________________________________

Activities relevant to the data transferred under these Clauses: Receipt of Services from the data importer, whereby personal data of the users of the Services is transferred to the data importer by or on behalf of the data exporter.

Signature and date: Deemed to be executed by, and on the date of, execution of the Principal Agreement and the Addendum, as applicable between the data importer and data exporter

Role (controller/processor): Controller

2.

Data importer(s): [Identity and contact details of the data importer(s), including any contact person with responsibility for data protection]

Name: SparkLIT Networks Inc

Address: 4110 Shelbourne St, Victoria, BC, Canada, V8N3E7

Contact person’s name, position and contact details: Rajiv Khaneja, CEO & Founder, 877-345-9839 rajiv.khaneja@sparklit.com

Activities relevant to the data transferred under these Clauses: Provision of services to the data exporter, whereby personal data of the users of those services is transferred to the data importer by or on behalf of the data exporter.

Signature and date: Deemed to be executed by, and on the date of, execution of the Principal Agreement and the Addendum, as applicable between the data importer and data exporter

Role (controller/processor): Processor

B. DESCRIPTION OF TRANSFER

Categories of data subjects whose personal data is transferred

End users of the Data Exporter`s services.

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.

By default, our operations and services are designed not to involve the transfer of sensitive data as defined under the General Data Protection Regulation (GDPR). This approach aligns with our commitment to data minimization and privacy by design, ensuring that the collection and processing of sensitive data are avoided unless explicitly required or initiated by the end user.

In Circumstances Where Sensitive Data May Be Transferred:

User Initiated Transfers: We acknowledge that scenarios may arise where end users opt to transfer sensitive data through our services. In such cases, we are committed to implementing and maintaining stringent safeguards and restrictions to protect the integrity and confidentiality of the sensitive data throughout its lifecycle, including during transfer and while at rest.

Strict Purpose Limitation: Any sensitive data collected or processed is strictly limited to the explicit purposes consented to by the user or as required by law. We ensure that such data is not used for any other purposes, adhering to the principle of purpose limitation.

Access Restrictions: Access to sensitive data is strictly restricted to personnel who have undergone specialized training on the handling of sensitive data and are aware of their responsibilities under GDPR. This ensures that only qualified staff can access sensitive data, minimizing the risk of unauthorized access or data breaches.

Record of Access: We maintain detailed records of access to sensitive data, including the identity of individuals who accessed the data, the time of access, and the purpose. This accountability measure helps in monitoring and auditing data access, enhancing data security.

Onward Transfer Restrictions: Should there be a need to transfer sensitive data to third parties, such transfers are conducted in strict compliance with GDPR requirements, including ensuring that the recipient adheres to equivalent data protection standards. Onward transfers are subject to contractual obligations that safeguard the privacy and security of the data.

Additional Security Measures: We employ state-of-the-art security measures to protect sensitive data during transfer and at rest. These measures include, but are not limited to, encryption, secure data storage solutions, and regular security assessments to identify and mitigate potential vulnerabilities.

Continuous Improvement: Our data protection and security protocols are subject to ongoing evaluation and improvement, ensuring that our practices remain aligned with industry standards and regulatory requirements. In summary, while our default operational practices do not involve the transfer of sensitive data, we are fully equipped and committed to implementing comprehensive safeguards and restrictions in line with GDPR principles, should such transfers occur as a result of end-user actions. Our approach is designed to fully take into consideration the nature of the data and the risks involved, ensuring the highest level of protection for sensitive information.

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

Data are transferred on a continuous basis.

Nature of the processing

Transfers to authorized employees and officers of the data importer, including its affiliates and in connection with the provision of the Services by the data importer to the data exporter.

Purpose(s) of the data transfer and further processing

Vendor processes data sent during standard web browsing and/or application requests on website(s) and/or mobile applications owned and/or operated and/or managed by Company. The purpose of the data collected is to ensure appropriate advertisements are selected and presented to the end user.

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

Personal data collected and processed by AdButler will be retained for a period necessary to fulfill the purposes outlined in this DPA, or as required by applicable laws and regulations. The retention period for personal data is determined based on the following criteria:

1. The duration of AdButler's business relationship with the data exporter and up to 9 months after the relationship with the  data exporter has ended.

2. The existence of legal obligations that require the holding of personal data for a specific minimum period.

3. Any applicable statute of limitations.

4. The nature and type of personal data, and the risks associated with its unauthorized access or deletion.

AdButler will conduct regular reviews to ensure that personal data that is no longer needed, or no longer serves any processing purpose, is deleted or anonymized in a secure manner.

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

Subject Matter:

The subject matter of the data processing under this DPA involves the provision of digital advertisement services, where AdButler processes personal data on behalf of the data exporter.

Nature:

The nature of the processing includes collection, recording, organization, structuring, storage, adaptation, retrieval, consultation, use, disclosure by transmission, dissemination, alignment or combination, restriction, erasure, or destruction of personal data as necessary for the provision of the Services by AdButler to the data exporter.

Duration:

The duration of the processing shall continue for the term of the contractual relationship between AdButler and the data exporter, or until either party terminates the agreement in accordance with its terms. The sub-processor(s) will process personal data for the duration of AdButler’s engagement with the sub-processor(s), subject to any additional periods necessary for the purposes of data portability, data deletion, disaster recovery, or as required by law or the contractual arrangements in place.

In the event of termination of the contractual relationship, AdButler and its sub-processor(s) shall delete all the personal data related to the data exporter within 9 months, and delete existing copies unless the law requires storage of the personal data. Additionally, at the discretion of the data exporter, they may opt to have a copy of their data returned to them prior to the deletion process.

C.   COMPETENT SUPERVISORY AUTHORITY

Identify the competent supervisory authority/ies in accordance with Clause 13

The relevant supervisory authority will be determined by the jurisdiction of the Data Exporter.. This ensures that the supervisory body overseeing the data protection practices and compliance is appropriately aligned with the legal and regulatory framework governing the relationship between the Data Exporter and the Processor.

TECHNICAL AND ORGANIZATIONAL MEASURES INCLUDING TECHNICAL AND ORGANIZATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA

Description of the technical and organizational measures implemented by the data importer(s) (AdButler) to ensure an appropriate level of security, taking into account the nature, scope, context, and purpose of the processing, and the risks for the rights and freedoms of natural persons.

1. Measures of pseudonymisation and encryption of personal data:

- Encryption of personal data at rest and in transit using strong encryption algorithms (e.g., AES-256).

2. Measures for ensuring ongoing confidentiality, integrity, availability and resilience of processing systems and services:

- Access controls to ensure only authorized personnel can access personal data.
- Regular system backups to ensure data availability and resilience.

3. 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:

- Disaster recovery and business continuity plans in place.
- Regular testing and updating of recovery plans.

4. Processes for regularly testing, assessing, and evaluating the effectiveness of technical and organisational measures in order to ensure the security of the processing:

- Regular security audits and assessments.
- Penetration testing to identify and address security vulnerabilities.

5. Measures for user identification and authorisation:

- Multi-factor authentication (MFA) for accessing personal data.
- Role-based access control (RBAC) to limit access based on job function.

6. Measures for the protection of data during transmission:

- Use of secure communication protocols (e.g., TLS/SSL).
- Regular monitoring and filtering of network traffic.

7. Measures for the protection of data during storage:

- Secure storage solutions with encryption.
- Regular patching and updating of storage systems to address security vulnerabilities.

8. Measures for ensuring physical security of locations at which personal data are processed:

- Physical access controls and monitoring at data processing facilities.
- Secure disposal of physical media containing personal data.

9. Measures for ensuring events logging:

- Comprehensive logging of access and processing activities.
- Regular review and monitoring of logs.

10. Measures for ensuring system configuration, including default configuration:

- Hardening of systems by disabling unnecessary services and features.
- Regular review and updating of system configurations.

11. Measures for internal IT and IT security governance and management:

- Internal policies and procedures for IT and IT security management.
- Regular training and awareness programs for employees.

12. Measures for certification/assurance of processes and products:

- Pursuit of relevant certifications including SOC2 Type 2.
- Regular review and updating of certifications.

13. Measures for ensuring data minimisation:

- Collecting only necessary personal data.
- Regular review and updating of data collection practices.

14. Measures for ensuring data quality:

- Data validation and accuracy checks.
- Procedures for correcting inaccurate or outdated data.

15. Measures for ensuring limited data retention:

- Data retention policies in line with legal and contractual requirements.
- Regular review and deletion of outdated or unnecessary data.

16. Measures for ensuring accountability:

- Documenting data processing activities.
- Regular reporting to relevant stakeholders and authorities.

17. Measures for allowing data portability and ensuring erasure:

- Procedures for data portability requests.
- Procedures for data erasure requests.

For transfers to (sub-) processors, also describe the specific technical and organisational measures to be taken by the (sub-) processor to be able to provide assistance to the controller and, for transfers from a processor to a sub-processor, to the data exporter:

- Sub-processor vetting process to ensure compliance with GDPR and other relevant Data Protection Laws.
- Contractual agreements with (sub-) processors that outline the technical and organisational measures to be implemented.
- Regular audits and assessments of (sub-) processor compliance.

A. LIST OF PARTIES

Data exporter:

Name: The Customer, as defined in the AdButler Master Services Agreement

Address: The Customer's address, as set out in the Order Form

Contact person’s name, position and contact details: The Customer's contact details, as set out in the Order Form and/or as set out in the Customer’s AdButler Account

Activities relevant to the data transferred under these Clauses: Processing of Personal Data in connection with Customer's use of the AdButler Subscription Services under the AdButler Customer Terms of Service

Role (controller/processor): Controller

Data importer:

Name: Sparklit Networks inc (d.b.a AdButler)

Address: 4110 Shelbourne St, Victoria, BC, V8N 3E7, Canada

Contact person’s name, position and contact details: Jeff Bowles, Information Security Officer, AdButler jeff@adbutler.com

Activities relevant to the data transferred under these Clauses:: Processing of Personal Data in connection with Customer's use of the AdButler Subscription Services under the AdButler Customer Terms of Service

Role (controller/processor): Processor

B. DESCRIPTION OF TRANSFER

Categories of Data Subjects whose Personal Data is Transferred

The Subscription Service facilitates the transfer and processing of Personal Data, the extent and nature of which are determined and controlled by the data exporter at their sole discretion. This flexibility ensures that the data exporter can tailor the use of the Subscription Service to meet their specific needs while remaining compliant with applicable data protection regulations. The categories of Data Subjects, whose Personal Data may be transferred, include but are not limited to:

Users of the Subscription Service: This encompasses individuals who interact with the Subscription Service directly, whether they are accessing the service, managing content, or utilizing the platform for advertising purposes.

Optional End-User Data: At the discretion of the data exporter, additional Personal Data pertaining to end-users of the data exporter’s services may be transferred. This category is particularly flexible, allowing the data exporter to include any Personal Data they deem necessary for the operation of their services through AdButler. The specific types of Personal Data included in this category are chosen by the data exporter and may encompass a wide range of data points, depending on their operational requirements and the nature of the services they provide.

It is important to note that while the Subscription Service provides the capability to process a wide range of Personal Data, the responsibility for determining the categories of Data Subjects and the specific types of Personal Data to be transferred rests solely with the data exporter. They must ensure that their use of the Subscription Service for processing Personal Data complies with all applicable data protection laws and regulations, including but not limited to obtaining necessary consents and providing required disclosures to Data Subjects.

In summary, the Subscription Service is designed to offer flexibility and control to the data exporter, enabling them to manage the transfer of Personal Data in accordance with their specific needs and legal obligations. The categories of Data Subjects outlined above represent the broad potential scope of Personal Data processing that can be facilitated by the Subscription Service.

Categories of Personal Data Transferred

You may submit Personal Data to the Subscription Services, the extent of which is determined and controlled by you in your sole discretion, and which may include but is not limited to the following categories of Personal Data:

1. Contact Information (as defined in the General Terms).
2. Any other Personal Data submitted by, sent to, or received by you, or your end users, via the Subscription Service.

Sensitive Data transferred and applied restrictions or safeguards

The parties do not anticipate the transfer of sensitive data.

Frequency of the transfer

Continuous

Nature of the Processing

Personal Data will be Processed in accordance with the Agreement (including this DPA) and may be subject to the following Processing activities:

1. Storage and other Processing necessary to provide, maintain and improve the Subscription Services provided to you; and/or

2. Disclosure in accordance with the Agreement (including this DPA) and/or as compelled by applicable laws.

Purpose of the transfer and further processing

We will Process Personal Data as necessary to provide the Subscription Services pursuant to the Agreement, as further specified in the Order Form, and as further instructed by you in your use of the Subscription Services.

Period for which Personal Data will be retained.

Subject to the 'Deletion of Personal Data' section of this DPA, we will Process Personal Data for the duration of the Agreement, unless otherwise agreed in writing.

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

OVHCloud

- Provision of server infrastructure for hosting AdButler's platform and services

- The hosting provider does not have routine access to personal data processed by AdButler, and any access to personal data would be incidental or necessary for the provision of the hosting services.

- Responsibilities are clearly delimited to ensure that the hosting provider is solely responsible for the physical and environmental security of the server infrastructure, while AdButler retains full responsibility for the security and privacy of the personal data processed on these servers.

HighVelocity

- Provision of server infrastructure for hosting AdButler's platform and services

- The hosting provider does not have routine access to personal data processed by AdButler, and any access to personal data would be incidental or necessary for the provision of the hosting services.

- Responsibilities are clearly delimited to ensure that the hosting provider is solely responsible for the physical and environmental security of the server infrastructure, while AdButler retains full responsibility for the security and privacy of the personal data processed on these servers.

Amazon Web Servers Inc. (AWS)

- Provision of server infrastructure for hosting AdButler's platform and services

- The hosting provider does not have routine access to personal data processed by AdButler, and any access to personal data would be incidental or necessary for the provision of the hosting services.

- Responsibilities are clearly delimited to ensure that the hosting provider is solely responsible for the physical and environmental security of the server infrastructure, while AdButler retains full responsibility for the security and privacy of the personal data processed on these servers

Hetzner

- Provision of server infrastructure for hosting AdButler's platform and services

- The hosting provider does not have routine access to personal data processed by AdButler, and any access to personal data would be incidental or necessary for the provision of the hosting services.

GTHost

- Provision of server infrastructure for hosting AdButler's platform and services

- The hosting provider does not have routine access to personal data processed by AdButler, and any access to personal data would be incidental or necessary for the provision of the hosting services.

HubSpot

Acts as a service that AdButler uses as a Processor.  As a processor, AdButler uses HubSpot’s service software to provide customer support and service.  Personal Data from AdButler Customers’ end users may be processed if the customer provides such data in support requests.

Slack Technologies LLC

As a processor, AdButler creates slack channels to communicate internally and with customers for support and sales.  Personal Data from the AdButler Customers’ end users may be processed if the customer provides such data in communications.

Crisp IM SAS

As a processor, AdButler uses Crisp IM Live Chat to communicate with customers for support and sales.  Personal Data from the AdButler Customers’ end users may be processed if the customer provides such data in communications.