1.1.In this Addendum, the following terms shall have the meanings set out below and cognate terms shall be construed accordingly:

1. a)“Affiliate” means an entity that owns or controls, is owned or controlled by, or is under common control or ownership with either Customer or DOQFY (as the context allows), where control is defined as the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract, or otherwise.
2. b)“Customer Personal Data” means any Personal Data provided by or made available by Customer to DOQFY or collected by DOQFY on behalf of Customer which is Processed by DOQFY to perform the Services.
3. c)“Controller to Processor SCCs” means any standard contractual clauses, addenda, or similar legal instruments approved by the relevant data protection authority for the cross-border transfer of Personal Data. This includes, but is not limited to, those approved by the Indian Data Protection Board, UAE Data Office, the Office of the Privacy Commissioner of Canada, and any successor or equivalent clauses.
4. d)“Data Protection Laws” means the Information Technology (Reasonable security practices and procedures and sensitive personal data or information) Rules, 2011, and the Digital Personal Data Protection Act, 2023, as applicable in India; Federal Decree-Law No. 45 of 2021 on the Protection of Personal Data in the UAE; the Personal Information Protection and Electronic Documents Act (PIPEDA) and any applicable provincial privacy laws in Canada.
5. e)“Security Incident” means any breach of security that leads to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Customer Personal Data being Processed by DOQFY.
6. f)“Services” means the services to be supplied by DOQFY to Customer or Customer’s Affiliates pursuant to the Agreement.
7. g)“Third Country” means any country not deemed to have adequate data protection by the relevant authority in the data exporter's jurisdiction.

1.2. The terms “Business”, “Business Purpose”, “commercial purpose”, “Contractor”, "Controller", "Data Subject", "Personal Data", "Personal Data Breach", "Process", "Processor", “Sell”, “Service Provider”, “Share”, “Subprocessor”, "Supervisory Authority", and “Third Party” have the same meanings as described in applicable Data Protection Laws and cognate terms shall be construed accordingly.

1.3. Capitalized terms not otherwise defined in this Addendum shall have the meanings ascribed to them in the Agreement.

2.1.This Addendum applies to DOQFY’s Processing of Customer Personal Data under the Agreement to the extent such Processing is subject to Data Protection Laws. This Addendum is governed by the governing law of the Agreement unless otherwise required by Data Protection Laws.

3.1. The Parties acknowledge and agree that with regard to the Processing of Customer Personal Data, and as more fully described in Annex 1 hereto, Customer acts as a Business or Controller, and DOQFY acts as a Service Provider or Processor. This Addendum shall apply solely to the Processing of Customer Personal Data by DOQFY acting as a Processor, Sub processor, or Third Party (as specified in Annex 1).

3.2. The Parties expressly agree that Customer shall be solely responsible for ensuring timely communications to Customer's Affiliates or the relevant Controller(s) who receive the Services, insofar as such communications may be required or useful in light of applicable Data Protection Laws to enable Customer's Affiliates or the relevant Controller(s) to comply with such Laws.

3.3. Customer is solely responsible for complying with Security Incident notification laws applicable to Customer and fulfilling any obligations to give notices to government authorities, affected individuals, or others relating to any Security Incidents.

4.1. In Annex 1 to this Addendum, the Parties have mutually set out their understanding of the subject matter and details of the Processing of the Customer Personal Data to be Processed by DOQFY pursuant to this Addendum. The Parties may make reasonable amendments to Annex 1 on mutual written agreement and as reasonably necessary to meet those requirements or to address the requirements of Data Protection Laws from time to time. Annex 1 does not create any obligation or rights for any Party.

4.2. The purpose of Processing under this Addendum is the provision of the Services pursuant to the Agreement and any Order Form(s).

5.1.Customer shall comply with all applicable Data Protection Laws in connection with the performance of this Addendum and the Processing of Customer Personal Data. In connection with its access to and use of the Services, Customer shall Process Customer Personal Data within such Services and provide DOQFY with instructions in accordance with applicable Data Protection Laws. As between the Parties, Customer shall be solely responsible for compliance with applicable Data Protection Laws regarding the collection of and transfer to DOQFY of Customer Personal Data. Customer agrees not to provide DOQFY with any data concerning a natural person's health, religion or any special categories of data as defined in Article 9 of the GDPR.

5.2.DOQFY shall comply with all applicable Data Protection Laws in the Processing of Customer Personal Data and DOQFY shall:

1. a. Process the Customer Personal Data for the purposes of the Agreement and for the specific purposes in each case as set out in Annex 1 to this Addendum and otherwise solely on the documented instructions of Customer, for the purposes of providing the Services and as otherwise necessary to perform its obligations under the Agreement. The Agreement, this Addendum, and Customer’s use of the Services’ features and functionality are Customer’s written instructions to DOQFY in relation to Processing Customer Personal Data, including as follows:
   1. DOQFY shall use, retain, disclose, or otherwise Process Customer Personal Data only on behalf of Customer and for the specific business purpose of providing the Services and in accordance with Customer’s instructions, including as described in the Agreement.
   2. DOQFY shall not Sell or Share Customer Personal Data, nor use, retain, disclose, or otherwise Process Customer Personal Data outside of its business relationship with Customer or for any other purpose (including DOQFY’s commercial purpose) except as required or permitted by law.
   3. DOQFY shall immediately inform Customer (a) if DOQFY determines that it is no longer able to meet its obligations under Data Protection Laws or (b) if, in DOQFY's opinion, an instruction infringes applicable Data Protection Laws.
2. b. Implement and maintain measures designed to ensure that DOQFY personnel authorized to process the Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality unless disclosure is required by law or professional regulations;
3. c. Implement and maintain the technical and organizational measures set out in the Agreement, and, 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, implement and maintain any further commercially reasonable and appropriate administrative, technical, and organizational measures designed to ensure a level of security appropriate to the risk of the Processing of Customer Personal Data in accordance with Article 32 of the GDPR, and specifically:
   1. Pseudonymization and encryption of Customer Personal Data;
   2. Ensuring ongoing confidentiality, integrity, availability, and resilience of DOQFY’s processing systems and services that process Customer Personal Data;
   3. Restoring availability and access to Customer Personal Data in a timely manner in the event of a physical or technical incident; and
   4. Regularly testing, assessing and evaluating the effectiveness of technical and organizational measures for ensuring the security of the processing of the Customer Personal Data.
4. d. Customer hereby agrees that DOQFY is generally authorized to engage and appoint Sub-processors, and specifically the Sub-processors listed in Annex 2 hereto, subject to DOQFY's:
   1. Notifying Customer at least thirty (30) calendar days in advance of any intended changes or additions to its Sub-processors listed in Annex 2 by emailing notice of the intended change to Customer;
   2. Including data protection obligations in its contract with each Sub-processor that are materially the same as those set out in this Addendum; and
   3. Remaining liable to Customer for any failure by each Sub-processor to fulfill its obligations in relation to the Processing of the Customer Personal Data.
5. e. In relation to any notice received under section 4.2(d)(i), Customer shall have a period of 30 (thirty) days from the date of the notice to inform DOQFY in writing of any reasonable objection on data protection grounds to the use of that Sub-processor. The parties will then, for a period of no more than 30 (thirty) days from the date of Customer's objection, work together in good faith to attempt to find a commercially reasonable solution for Customer which avoids the use of the objected-to Sub-processor. Where no such solution can be found, either Party may (notwithstanding anything to the contrary in the Agreement) terminate the relevant Services immediately on written notice to the other Party, without damages, penalty or indemnification whatsoever (but without prejudice to any fees incurred by Customer prior to termination);
6. f. To the extent legally permissible, promptly notify Customer in case of any legally binding requests (i.e., disclosures required by law, court order, or subpoena) for disclosure of Customer Personal Data by DOQFY. In case if it is not legally binding then Customer Personal Data would not be disclosed and DOQFY will notify the Customer of such request rejection. A record of all legally binding disclosure requests relating to Customer Personal Data shall be maintained.
7. g. To the extent legally permissible, promptly notify Customer of any communication from a Data Subject regarding the Processing of Customer Personal Data, or any other communication (including from a Supervisory Authority) relating to any obligation under the applicable Data Protection Laws in respect of the Customer Personal Data. DOQFY will not respond to any such request or complaint unless expressly authorized to do so by Customer or is otherwise required to respond under applicable Data Protection Laws. Taking into account the nature of the Processing, DOQFY will reasonably assist Customer (or the relevant Controller) by appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of Customer's, Customer's Affiliates' or the relevant Controller(s)' obligation to respond to requests for exercising the data subject's rights under applicable Data Protection Laws. Customer agrees to pay DOQFY for time and for out-of-pocket expenses incurred by DOQFY in connection with the performance of its obligations under this Section 4.2(e);
8. h. Upon DOQFY 's becoming aware of a Personal Data Breach involving Customer Personal Data, notify Customer without undue delay of any Personal Data Breach involving Customer Personal Data, such notice to include, to the extent reasonably available to DOQFY, all timely information reasonably required by Customer (or the relevant Controller) to comply with its data breach reporting obligations under the applicable Data Protection Laws. DOQFY shall further take all such measures and actions as are necessary to remedy or mitigate the effects of such Security Incident and shall keep Customer reasonably informed of developments concerning Customer Personal Data. Customer acknowledges that DOQFY’s notification of a Security Incident is not an acknowledgement by DOQFY of its fault or liability. Security Incidents do not include unsuccessful attempts or activities that do not compromise the security of Customer Personal Data, including unsuccessful login attempts, pings, port scans, denial of service attacks, or other network attacks on firewalls or networked systems;
9. i. To the extent required by the applicable Data Protection Laws, provide reasonable assistance to Customer, Customer's Affiliates' or the relevant Controller(s)' with its obligations under applicable Data Protection Laws, taking into account the nature of the Processing and information available to DOQFY; Customer agrees to pay DOQFY for time and for out of pocket expenses incurred by DOQFY in connection with any assistance provided in connection with its obligations under Data Protection Laws;
10. j. Cease Processing the Customer Personal Data upon the termination or expiry of the Agreement, and at the option of Customer, Customer's Affiliates or the relevant Controller(s) either return or delete (including by ensuring such data is in non-readable format) all copies of the Customer Personal Data Processed by DOQFY, unless (and solely to the extent and for such period as) applicable law requires DOQFY to retain some or all of the Customer Personal Data. Any such Customer Personal Data retained shall remain subject to the obligations of confidentiality set forth in the Agreement; and
11. k. DOQFY shall maintain the necessary records in support of demonstrating compliance with its obligations (as specified in the applicable contract) for the processing of Customer Personal Data carried out on behalf of the Customer.
12. l. Make available to Customer all information reasonably necessary to demonstrate compliance with this Addendum and allow for and contribute to audits, including inspections, by Customer, or an independent third party auditor mandated by Customer, provided that Customer gives DOQFY reasonable prior notice of its intention to audit, conducts its audit during DOQFY’s normal business hours, and takes all reasonable measures to prevent unnecessary disruption to DOQFY’s operations. For the purposes of demonstrating compliance with this Addendum under this Section 4.2(i), the Parties agree that in the first instance, once per year during the term of the Agreement (except if and when required by instruction of a competent Supervisory Authority or where Customer believes a further audit is necessary due to a Personal Data Breach concerning Customer Personal Data suffered by DOQFY), DOQFY will provide to Customer responses to cybersecurity and other assessments and only where Customer cannot establish DOQFY’s compliance with this Addendum from DOQFY’s responses shall Customer request to inspect DOQFY’s processing operations. Customer agrees to pay DOQFY for time and for out of pocket expenses incurred by DOQFY in connection with assistance provided in connection with such audits, responses to cybersecurity and other assessments.

6.1.The Parties warrant that they and any staff and/or subcontractors will comply with their respective obligations under Data Protection Laws for the term.

7.1.The parties agree that any cross-border transfer of Customer Personal Data will be carried out following the requirements of applicable Data Protection Laws.

7.2.DOQFY shall not participate in any Restricted Transfers of Customer Personal Data (whether as an importer or an exporter of the Customer Personal Data) unless the Restricted Transfer is made in compliance with applicable Data Protection Law and pursuant to the relevant Standard Contractual Clauses or other approved mechanisms implemented between the relevant exporter and importer of the Customer Personal Data, as necessary to comply with applicable Data Protection Law.

7.3.Customer should routinely review all international transfers of Personal Data on a case-by-case basis to monitor new risks because of changes in local laws, data practices, etc., and implement additional safeguards (such as encryption or pseudonymization) to mitigate identified risks to ensure the Personal Data remains protected to the standard required under Data Protection Laws.

8.1.Where a party is located outside of India and receives Personal Data: (a) that party will act as the data importer, (b) the other party is the data exporter, and (c) an appropriate Transfer Mechanism will apply. “Transfer Mechanism” refers to any lawful means of transferring personal data from India to a third country in compliance with applicable data protection laws. This may include, but is not limited to, the following:

1. a. Standard Contractual Clauses (SCCs) or similar instruments approved by the Indian Data Protection Board for the transfer of personal data to a third country;
2. b. Any other lawful transfer mechanisms approved under applicable Data Protection Laws.

9.1.If the Transfer Mechanism is insufficient to safeguard the transferred Personal Data, the data importer will promptly implement supplementary measures to ensure Personal Data is protected to the same standard as required under Data Protection Laws.

10.1.Subject to the terms of the relevant Transfer Mechanism, if the data importer receives a request from a public authority to access Personal Data, it will (if legally allowed): challenge the request and promptly notify the data exporter about it, and only disclose to the public authority the minimum amount of Personal Data required and keep a record of the disclosure.

11.1.The provisions of this Addendum are supplemental to the provisions of the Agreement. In the event of any inconsistency between the provisions of this Addendum and the provisions of the Agreement, they will take priority in this order: (a) any Standard Contractual Clauses or other measures to which the parties have agreed to (Cross-Border Transfer Mechanisms), (b) this Addendum, (c) the Agreement . In the event that any provision of this Addendum and/or the Agreement contradicts, directly or indirectly, the Controller to Processor SCCs, the Controller to Processor SCCs will control.

12.1.To the extent permissible by law, Customer shall indemnify and hold harmless DOQFY and its Affiliates (collectively, “Indemnified Parties”) from and against any and all losses, damages, liabilities, fines, penalties, settlements, and costs and expenses of any kind (including, without limitation, reasonable legal, investigatory and consultancy fees and expenses) incurred or suffered by any of the Indemnified Parties, arising from:

1. a. Any breach of this Addendum by Customer;
2. b. Any breach of applicable Data Protection Laws by Customer; or
3. c. Any act or omission of Customer that results in a Security Incident.

12.2.DOQFY shall promptly notify Customer of any such claim and allow Customer to control the defense and settlement thereof, provided that Customer shall not settle any such claim without the prior written consent of DOQFY (such consent not to be unreasonably withheld). DOQFY may participate in the defense with counsel of its choosing at its own expense.

13.1.The Parties agree that if any provision of this Addendum is held by a court or competent authority to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.

14.1.Privacy by Design and Default: DOQFY shall implement appropriate technical and organizational measures to implement the principles of Privacy by Design and Default, ensuring that data protection is considered throughout the lifecycle of the Services.

14.2.Security of Processing: DOQFY shall implement appropriate technical and organizational measures to implement the principles of Privacy by Design and Default, ensuring that data protection is considered throughout the lifecycle of the Services.

14.3.Notification of Breaches: DOQFY shall notify Customer without undue delay upon becoming aware of any Security Incident involving Customer Personal Data. Such notification shall include, to the extent possible, a description of the nature of the Security Incident, the types of data affected, and the measures taken to mitigate the effects of the Security Incident.

14.4.Data Protection Impact Assessment: DOQFY shall conduct a Data Protection Impact Assessment (DPIA) where required under applicable Data Protection Laws, and shall consult with Customer on the outcome of such DPIA.

14.5.Cooperation with Supervisory Authorities: DOQFY shall cooperate with Supervisory Authorities and comply with any legally binding orders or requests from such authorities relating to the Processing of Customer Personal Data.

14.6.Compliance with Laws and Standards: DOQFY shall comply with all applicable Data Protection Laws and relevant industry standards, including those related to information security and data privacy.

14.7.Data Subject Rights: In the event a Data Subject wishes to exercise its data subject rights under applicable Data Protection Law, including, but not limited to, a data subject’s right of access, correction and/or erasure of its Personal Data, the Data Subject may submit a request to DOQFY, which shall promptly inform Customer and provide reasonable assistance in responding to such request.

14.8.No Temporary Files: DOQFY confirms that no temporary files containing Customer Personal Data are generated during the processing of such data.