# Data processing addendum **Effective date:** Jan. 09, 2025 This Data Processing Addendum, including its Schedules, (“DPA”) amends and supplements the Agreement between Chassi and Customer (together, the “Agreement”) to which it is attached, to reflect the parties’ agreement with regard to the Processing of Personal Data. By signing the Agreement, Customer enters into this DPA on behalf of itself and, to the extent required under applicable Data Protection Laws, in the name and on behalf of its Authorized Affiliates, if and to the extent Chassi processes Personal Data for which such Authorized Affiliates qualify as the Controller. For the purposes of this DPA only, and except where indicated otherwise, the term “Customer” shall include Customer and Authorized Affiliates. All capitalized terms not defined herein shall have the meaning set forth in the Agreement. In the course of providing the Services to Customer pursuant to the Agreement, Chassi may Process Personal Data on behalf of Customer and the Parties agree to comply with the following provisions with respect to any Personal Data, each acting reasonably and in good faith. ###### Data processing terms ##### 1. Definitions “Chassi” means SaaS Industries, Inc. (d.b.a. “Chassi”), a company incorporated in Delaware, USA. “Agreement” means any services agreement including, but not limited to, Chassi’s Order Form and Services Agreement, or other services agreement between Chassi and Customer under which the Service is provided by Chassi to Customer. “Authorized Affiliate” means any of Customer’s Affiliate(s) (as defined in the Agreement) which (a) is subject to the data protection laws and regulations of the European Union, the European Economic Area and/or their member states, Canada, Switzerland and/or the United Kingdom, and (b) is permitted to use the Services pursuant to the Agreement between Customer and Chassi but has not signed its own Order Form with Chassi and is not a “Customer” as defined under the Agreement. “CCPA” means the California Consumer Privacy Act, Cal. Civ. Code § 1798.100 et seq., as amended by the California Privacy Rights Act, and its implementing regulations. “Chassi Platform” means Chassi’s proprietary cloud-based web application and analysis engine. “Controller” means the entity which determines the purposes and means of the Processing of Personal Data. “Customer” means the entity that executed the Agreement together with its Affiliates (for so long as they remain Affiliates). “Customer Data” means what is defined in the Agreement as “Customer Data”, provided that such data is electronic data and information submitted by or for Customer to the Services. “Data Protection Laws” means all laws and regulations applicable to the Processing of Personal Data under the Agreement, including those of the European Union, the European Economic Area and their member states, Switzerland, the United Kingdom and the United States and its states. “Data Subject” means the identified or identifiable person to whom Personal Data relates. “GDPR” means 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, and repealing Directive 95/46/EC. “Personal Data” means any information relating to (i) an identified or identifiable natural person and, (ii) an identified or identifiable legal entity (where such information is protected similarly as personal data or personally identifiable information under applicable Data Protection Laws), where for each (i) or (ii), such data is Customer Data. “Processing” or “Process” means any operation or set of operations which is performed upon Personal Data, whether or not by automatic means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction. “Processor” means the entity which Processes Personal Data on behalf of the Controller, including as applicable any “service provider” as that term is defined by the CCPA. “Public Authority” means a government agency or law enforcement authority, including judicial authorities. “Security Measures” means the security measures applicable to the specific Services purchased by Customer. “Services” means access to Chassi’s cloud-based, AI-powered process intelligence tools or related services performed pursuant to the Agreement. “Standard Contractual Clauses” means the Standard Contractual Clauses for the transfer of Personal Data to third countries pursuant to Regulation (EU) 2016/679 approved by European Commission Implementing Decision (EU) 2021/914 of 4 June 2021. “Sub-processor” means any Processor engaged by Chassi. As of the Effective Date, Sub-processors are listed in Schedule 3. ##### 2. Processing of personal data **2.1 Roles of the Parties**. The parties acknowledge and agree that with regard to the Processing of Personal Data, Customer is the Controller, Chassi is the Processor and that Chassi will engage Sub-processors pursuant to the requirements set forth in Section 5 “Sub-processors” below. **2.2 Customer’s Processing of Personal Data**. Customer shall, in its use of the Services, Process Personal Data in accordance with the requirements of Data Protection Laws, including any applicable requirement to provide notice to Data Subjects of the use of Chassi as Processor. Customer shall have sole responsibility for the accuracy, quality, and legality of Personal Data and the means by which Customer acquired Personal Data. **2.3 Chassi’s Processing of Personal Data**. Chassi shall treat Personal Data as Confidential Information and shall Process Personal Data on behalf of and only in accordance with Customer’s documented instructions for the following purposes: (i) Processing in accordance with the Agreement; (ii) Processing initiated by Users in their use of the Services; and (iii) Processing to comply with other documented reasonable instructions provided by Customer. **2.4 Details of the Processing**. The subject-matter of Processing of Personal Data by Chassi is the performance of the Services pursuant to the Agreement. The duration of the Processing, the nature and purpose of the Processing, the types of Personal Data and categories of Data Subjects Processed under this DPA are further specified in Annex I. **2.5 Customer Instructions**. Chassi shall inform Customer immediately (i) if, in its opinion, an instruction from Customer constitutes a breach of the GDPR and/or (ii) if Chassi is unable to follow Customer’s instructions for the Processing of Personal Data. ##### 3. Rights of data subjects **3.1 Data Subject Requests**. Chassi shall, to the extent legally permitted, promptly notify Customer if Chassi receives a request from a Data Subject to exercise the Data Subject’s rights. To the extent Customer does not have the ability to address a Data Subject Request, Chassi shall upon Customer’s request provide commercially reasonable efforts to assist Customer in responding to such Data Subject Request. ##### 4. Chassi personnel Chassi shall ensure that its personnel engaged in the Processing of Personal Data are informed of the confidential nature of the Personal Data, have received appropriate training on their responsibilities and have executed written confidentiality agreements. ##### 5. Sub-processors **5.1 Appointment of Sub-processors**. Customer acknowledges and agrees that Chassi’s Affiliates may be retained as Sub-processors; and that Chassi may engage third-party Sub-processors in connection with the provision of the Services. **5.2 List of Current Sub-processors**. Chassi’s current list of Sub-processors for the Services is set forth at [https://chassi.com/legal-dpa/subprocessors](https://chassi.com/legal-dpa/subprocessors). ##### 6. Security **6.1 Controls for the Protection of Customer Data**. Chassi shall maintain appropriate technical and organizational measures for protection of the security of Customer Data. **6.2 Audit**. Chassi shall maintain an audit program to help ensure compliance with the obligations set out in this DPA. ##### 7. Customer data breach management and notification Chassi maintains security incident management policies and procedures and shall notify Customer without undue delay after becoming aware of the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Data. ##### 8. Government access requests Chassi shall maintain appropriate measures to protect Personal Data and shall notify Customer if it receives a legally binding request from a Public Authority. ##### 9. Return and deletion of customer data Chassi shall return Customer Data to Customer and delete Customer Data in accordance with the procedures and timeframes specified in the Agreement. ##### 10. Authorized affiliates Customer enters into the DPA on behalf of its Authorized Affiliates in accordance with the provisions of the Agreement. ##### 11. Limitation of liability Each party’s liability is subject to the ‘Limitation of Liability’ section of the Agreement. ##### 12. European specific provisions Chassi will Process Personal Data in accordance with the GDPR requirements and applies the Standard Contractual Clauses to any transfers of Personal Data from the European Union. ##### 13. United States specific provisions Customer discloses Personal Data to Chassi for the limited and specified purposes set forth in the Agreement and DPA. ##### 14. Canada specific provisions Chassi agrees to collect, use, and disclose personal information only with valid consent and for the limited purposes identified, ensuring its accuracy and security. ##### 15. Parties to this DPA SaaS Industries, Inc. (d.b.a. “Chassi”) is the signatory to the Standard Contractual Clauses. ### List of Schedules **Schedule 1:** Description of the Processing/Transfer **Schedule 2:** Technical and Organisational Measures Including Technical and Organisational Measures to Ensure the Security of The Data **Schedule 3:** List of Sub-Processors ##### Schedule 1 - Description of processing/transfer ###### List of parties Data exporter(s): **Entity Name:** **Address:** **Contact Person’s Name:** **Contact Person’s Email:** **Description of Relevant Data Export Activities:** **Role (Controller/Processor):** **Data importer(s):** **Entity Name:** SaaS Industries, Inc. (d.b.a. “Chassi”) **Address:** 15333 N Pima Rd Scottsdale AZ 85260 **Contact Person’s Name:** Justin Dooley **Contact Person Email:** [legal@chassi.com](mailto:legal@chassi.com)