Data Processing Agreement

1. Definitions

Terms not otherwise defined herein shall have the meaning given to them in the EU GDPR or the Agreement.

The following terms shall have the corresponding meanings assigned to them below:

“Data Transfer”

means a transfer of the Personal Data from the Controller to the Processor, or between two establishments of the Processor, or with a Sub-processor by the Processor.

“EU GDPR”

means the 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 (General Data Protection Regulation).

“Standard Contractual Clauses”

means the contractual clauses attached hereto as Schedule 1 pursuant to the European Commission's Implementing Decision (EU) 2021/914 of 4 June 2021 on Standard Contractual Clauses for the transfer of Personal Data to processors established in third countries which do not ensure an adequate level of data protection.

“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; where the purposes and means of such processing are determined by Union or Member State law, the controller or the specific criteria for its nomination may be provided for by Union or Member State law.

“Processor”

means a natural or legal person, public authority, agency, or other body which processes personal data on behalf of the controller.

“Sub-processor”

means a processor/sub-contractor appointed by the Processor for the provision of all or parts of the Services and Processes the Personal Data as provided by the Controller.

“Data Protection Laws”

All applicable laws and regulations governing the Processing of Personal Data, including EU GDPR, UK GDPR, Swiss DPA, CCPA/CPRA, India DPDP Act 2023, and any implementing legislation or successor laws thereto.

“UK GDPR”

The EU GDPR as saved into UK law by virtue of section 3 of the European Union (Withdrawal) Act 2018, together with the Data Protection Act 2018.

“Swiss DPA”

The Swiss Federal Act on Data Protection of 25 September 2020 (nFADP) and its Ordinances.

“India DPDP Act”

The Digital Personal Data Protection Act, 2023 of India, and any rules or regulations made thereunder.

“Security Incident”

Any breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Customer Personal Data Processed by Processor. Excludes unsuccessful attempts (e.g., failed logins, port scans, denial of service attacks) that do not compromise security.

“Third Country”

A country or territory not recognized as providing an adequate level of data protection by the relevant supervisory authority or data protection regulator.

“Customer Personal Data”

Any Personal Data provided by or on behalf of Customer to Processor, or collected by Processor on behalf of Customer, which is Processed by Processor in connection with the Services.

2. Purpose of this Agreement

This DPA sets out various obligations of the Processor in relation to the Processing of Personal Data and shall be limited to the Processor's obligations under the Agreement. If there is a conflict between the provisions of the Agreement and this DPA, the provisions of this DPA shall prevail.

3. Categories of Personal Data and Data Subjects

The Controller authorizes permission to the Processor to process the Personal Data to the extent of which is determined and regulated by the Controller. The current nature of the Personal Data is specified in Annex I to Schedule 1 to this DPA.

Customer agrees not to provide Processor with any data constituting Special Categories of Personal Data as defined under Article 9 GDPR (including health, racial or ethnic origin, political opinions, religious beliefs, biometric or genetic data) unless expressly agreed in writing between the Parties.

4. Purpose of Processing

The objective of Processing of Personal Data by the Processor shall be limited to the Processor's provision of the Services to the Controller and or its Client, pursuant to the Agreement.

5. Duration of Processing

The Processor will Process Personal Data for the duration of the Agreement, unless otherwise agreed upon in writing by the Controller.

6. Data Controller's Obligations

1. The Data Controller shall warrant that it has all necessary rights to provide the Personal Data to the Data Processor for the Processing to be performed in relation to the agreed services. To the extent required by Data Privacy Laws, Data Controller is responsible for ensuring that it provides such Personal Data to Data Processor based on an appropriate legal basis allowing lawful processing activities, including any necessary Data Subject consents to this Processing are obtained, and for ensuring that a record of such consents is maintained. Should such consent be revoked by the Data Subject, the Data Controller is responsible for communicating the fact of such revocation to the Data Processor.

2. The Data Controller shall provide all natural persons from whom it collects Personal Data with the relevant privacy notice.

3. The Data Controller shall request the Data Processor to purge Personal Data when required by the Data Controller or any Data Subject whom it collects Personal Data unless the Data Processor is otherwise required to retain the Personal Data by applicable law.

4. The Data Controller shall immediately advise the Data Processor in writing if it receives or learns of any:

   1. Complaint or allegation indicating a violation of Data Privacy Laws regarding Personal Data;

   2. Request from one or more individuals seeking to access, correct, or delete Personal Data;

   3. Inquiry or complaint from one or more individuals relating to the collection, processing, use, or transfer of Personal Data; and

   4. Any regulatory request, search warrant, or other legal, regulatory, administrative, or governmental process seeking Personal Data.

1. 5.1 Customer shall comply with all applicable Data Protection Laws in connection with this DPA and in its use of the Services, including ensuring it has a valid lawful basis for Processing and for transferring Customer Personal Data to Processor.

2. 5.2 Customer shall ensure all Data Subjects have been provided with appropriate privacy notices describing the Processing activities carried out on their behalf.

3. 5.3 Customer shall promptly notify Processor in writing if it receives: (a) any complaint, inquiry, or enforcement action from a Data Subject or supervisory authority; or (b) any legal process seeking Customer Personal Data held by Processor.

4. 5.4 Customer is solely responsible for the accuracy, quality, and legality of Customer Personal Data and the means by which Customer acquired such data.

7. Data Processor's Obligations

1. The Processor will follow written and documented instructions received, including email, from the Controller, its affiliate, agents, or personnel, with respect to the Processing of Personal Data (each, an "Instruction").

2. The Processing described in the Agreement and the relating documentation shall be considered as Instruction from the Controller.

3. At the Data Controller's request, the Data Processor will provide reasonable assistance to the Data Controller in responding to/complying with requests/directions by Data Subject in exercising their rights or of the applicable regulatory authorities regarding Data Processor's Processing of Personal Data.

4. In relation to the Personal Data, Data Processor shall obtain consent (where necessary) and/or provide notice to the Data Subject in accordance with Data Protection Laws to enable shared Personal Data to be provided to, and used by, the other Party as contemplated by this Agreement.

5. Where shared Personal Data is transferred outside the Data Processor's territorial boundaries, the transferor shall ensure that the recipient of such data is under contractual obligations to protect such Personal Data to the same or higher standards as those imposed under this Addendum and the Data Protection Laws.

6. The processor shall inform the controller if, in its opinion, a processing instruction infringes applicable legislation or regulation.

7. As a Data Processor, taking into account the nature of the processing and the information available to the Data Processor, the Data Processor shall assist the data controller in conducting any necessary Data Protection Impact Assessments (DPIAs), as required under GDPR.

8. To the extent permitted by applicable law, Processor shall promptly notify Customer upon receiving any legally binding request for disclosure of Customer Personal Data from a law enforcement, regulatory, or governmental authority. Processor shall not disclose Customer Personal Data unless required to do so by applicable law. Where disclosure is legally compelled, Processor shall disclose only the minimum necessary Personal Data and maintain records of all such disclosures.

8. Data Secrecy

1. To Process the Personal Data, the Processor will use personnel who are:

   1. Informed of the confidential nature of the Personal Data, and

   2. Perform the Services in accordance with the Agreement.

2. The Processor will regularly train individuals having access to Personal Data in data security and data privacy in accordance with accepted industry practice and shall ensure that all the Personal Data is kept strictly confidential.

3. The Processor will maintain appropriate technical and organizational measures for protection of the security, confidentiality, and integrity of the Personal Data as per the specifications as per the standards mutually agreed in writing by the Parties.

9. Audit Rights

1. Upon Controller's reasonable request, the Processor will make available to the Controller, information as is reasonably necessary to demonstrate Processor's compliance with its obligations under the EU GDPR or other applicable laws in respect of its Processing of the Personal Data.

2. When the Controller wishes to conduct the audit (by itself or through a representative) at Processor's site, it shall provide at least fifteen (15) days' prior written notice to the Processor; the Processor will provide reasonable cooperation and assistance in relation to audits, including inspections, conducted by the Controller or its representative.

3. The Controller shall bear the expense of such an audit.

4. As a first step, Processor will provide responses to Customer security questionnaires and relevant certifications (including ISO 27001:2022 and SOC 2 reports where available). Customer shall request a physical inspection only if compliance cannot be established from documentary review. Audits shall be conducted no more than once per calendar year, except where required by a competent supervisory authority or following a confirmed Security Incident.

10. Mechanism of Data Transfers

Any Data Transfer for the purpose of Processing by the Processor in a country outside the European Economic Area (the “EEA”) shall only take place in compliance as detailed in Schedule 1 to the DPA. Where such model clauses have not been executed at the same time as this DPA, the Processor shall not unduly withhold the execution of such template model clauses, where the transfer of Personal Data outside of the EEA is required for the performance of the Agreement.

Where the Processing of Customer Personal Data involves a transfer to a Third Country, the following additional mechanisms apply:

• (a) UK GDPR Transfers: The International Data Transfer Addendum (IDTA) issued by the UK Information Commissioner's Office under Section 119A of the Data Protection Act 2018 shall apply.

• (b) Swiss DPA Transfers: The EU SCCs shall apply with modifications so that references to EU GDPR are construed as references to the Swiss nFADP; the competent supervisory authority is the Swiss Federal Data Protection and Information Commissioner (FDPIC).

• (c) India DPDP Transfers: To the extent Customer Personal Data of Indian residents is transferred, both Parties shall comply with applicable requirements of the India DPDP Act 2023 and any rules thereunder.

• (d) Supplementary Measures: Where a transfer mechanism is found to be insufficient, Processor shall promptly implement supplementary technical measures (encryption, pseudonymization) to ensure Customer Personal Data remains protected to the required standard.

11. Sub-processors

1. The Controller acknowledges and agrees that the Processor may engage a third-party Sub-processor(s) in connection with the performance of the Services, provided such Sub-processor(s) take technical and organizational measures to ensure confidentiality of Personal Data shared with them. The current Sub-processors engaged by the Processor and approved by the Controller are listed in Annex III of Schedule 1 hereto. The Processor shall notify the Controller at least thirty (30) calendar days in advance of any intended changes or additions to its Sub-processors listed in Annex III by emailing notice of the intended change to Customer. In accordance with Article 28(4) of the GDPR, the Processor shall remain liable to Controller for any failure on behalf of a Sub-processor to fulfil its data protection obligations under the DPA in connection with the performance of the Services.

2. If the Controller has a concern that the Sub-processor(s) Processing of Personal Data is reasonably likely to cause the Controller to breach its data protection obligations under the GDPR, the Controller may object to Processor's use of such Sub-processor and the Processor and Controller shall confer in good faith to address such concern.

12. Personal Data Breach Notification

1. The Processor shall maintain defined procedures in case of a Personal Data Breach (as defined under the GDPR) and shall without undue delay notify Controller if it becomes aware of any Personal Data Breach unless such Data Breach is unlikely to result in a risk to the rights and freedoms of natural persons.

2. Notification shall be made without undue delay and in any event within seventy-two (72) hours of becoming aware of the Security Incident. Such notification shall include: (1) a description of the nature of the Security Incident, including categories and approximate number of Data Subjects and records affected; (2) name and contact details of the data protection contact point; (3) description of the likely consequences; (4) description of measures taken or proposed to address the incident.

3. The Processor shall provide the Controller with all reasonable assistance to comply with the notification of Personal Data Breach to Supervisory Authority and/or the Data Subject, to identify the cause of such Data Breach and take such commercially reasonable steps as reasonably required to mitigate and remedy such Data Breach.

4. No Acknowledgement of Fault by Processor. Processor's notification of or response to a Personal Data Breach under this DPA will not be construed as an acknowledgement by Processor of any fault or liability with respect to the data incident.

13. Return and Deletion of Personal Data

1. The Processor shall at least thirty (30) days from the end of the Agreement or cessation of the Processor's Services under the Agreement, whichever occurs earlier, shall return to the Controller all the Personal Data, or if the Controller so instructs, the Processor shall have the Personal Data deleted. The Processor shall return such Personal Data in a commonly used format or in the current format in which it was stored at discretion of the Controller, as soon as reasonably practicable following receipt of Controller's notification.

2. In any case, the Processor shall delete Personal Data including all the copies of it as soon as reasonably practicable following the end of the Agreement.

14. Technical and Organizational Measures

Having regard to the state of technological development and the cost of implementing any measures, the Processor will take appropriate technical and organizational measures against the unauthorized or unlawful processing of Personal Data and against the accidental loss or destruction of, or damage to, Personal Data to ensure a level of security appropriate to: (a) the harm that might result from unauthorized or unlawful processing or accidental loss, destruction or damage; and (b) the nature of the data to be protected [including the measures stated in Annex II of Schedule 1].

15. Warranties

1. 15.1 Each Party warrants that it, its Affiliates, personnel, and Sub-processors will comply with their respective obligations under applicable Data Protection Laws for the term of the Agreement.

2. 15.2 Processor specifically warrants that: (a) it shall process Customer Personal Data in accordance with this DPA and applicable Data Protection Laws; (b) its security measures are and shall remain adequate; (c) it has the right, authority, and capacity to enter into and perform this DPA; and (d) it will maintain ISO 27001:2022 certification throughout the term.

16. Liability and Indemnification

1. 16.1 Each Party shall be liable for damages caused to Data Subjects by its breach of applicable Data Protection Laws in accordance with the liability allocation provisions of the Agreement.

2. 16.2 Customer shall indemnify, defend, and hold harmless Processor and its Affiliates from and against any claims, damages, fines, penalties, and costs arising from: (a) Customer's breach of this DPA or applicable Data Protection Laws; (b) Customer Personal Data provided by Customer that infringes third-party rights; or (c) Customer's instructions that cause Processor to violate applicable Data Protection Laws.

3. 16.3 Where one Party has paid compensation to a Data Subject for damage caused by both Parties in breach of their respective obligations, that Party may claim back from the other Party the portion corresponding to the other Party's responsibility.

17. Privacy by Design and by Default

Processor shall implement appropriate technical and organizational measures, both at the time of determining the means for Processing and at the time of Processing itself, designed to implement data protection principles effectively (such as data minimization) and to integrate necessary safeguards into the Processing in order to meet the requirements of applicable Data Protection Laws and protect the rights of Data Subjects. Processor shall ensure that, by default, only Personal Data necessary for the specific purpose of the Processing is processed.

18. Data Protection Officer

18.1 Processor has designated a Data Protection Officer (DPO) who may be contacted for any data protection related matters:

Name: Rahul Shingala | Title: Data Protection Officer | Email: rahul@rocket.new

18.2 Data Subjects may exercise their rights under applicable Data Protection Laws by contacting the DPO at the details above. Processor shall handle such requests in accordance with applicable Data Protection Laws and will notify Customer accordingly.

19. Precedence, Severability and General Provisions

1. 19.1 In the event of conflict, the order of precedence shall be: (a) applicable mandatory Data Protection Laws; (b) Standard Contractual Clauses or equivalent transfer mechanisms; (c) this DPA; (d) the Agreement.

2. 19.2 If any provision of this DPA is held invalid or unenforceable, it shall not affect the validity or enforceability of the remaining provisions.

3. 19.3 This DPA may be amended by Processor to reflect changes in applicable Data Protection Laws with at least thirty (30) days written notice. Customer's continued use of the Services after such notice constitutes acceptance.

4. 19.4 This DPA supersedes any prior data processing agreements between the Parties relating to the subject matter hereof.

Schedule 1 — Annex I

A. List of Parties

Data exporter(s) — Controller

Data importer(s) — Processor

B. Description of Transfer

C. Competent Supervisory Authority

Data exporter is established in an EEA country.

The competent supervisory authority is as determined by application of Clause 13 of the EU SCCs.

Schedule 1 — Annex II: Technical and Organisational Measures

Description of the technical and organisational security measures implemented by Rocket USA Inc. as the data processor/data importer 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.

Security Management System

Personnel Security

Rocket USA Inc. personnel are required to conduct themselves in a manner consistent with the company's guidelines regarding confidentiality, business ethics, appropriate usage, and professional standards. Rocket USA Inc. conducts reasonably appropriate background checks on any employees who will have access to client data under this Agreement, including in relation to employment history and criminal records, to the extent legally permissible and in accordance with applicable local labor law, customary practice and statutory regulations.

Personnel are required to execute a confidentiality agreement in writing at the time of hire and to protect Customer Personal Data at all times. Personnel must acknowledge receipt of, and compliance with, Rocket USA Inc.'s confidentiality, privacy and security policies. Personnel are provided with privacy and security training on how to implement and comply with the Information Security Program. Personnel handling Customer Personal Data are required to complete additional requirements appropriate to their role (e.g., certifications). Rocket USA Inc.'s personnel will not process Customer Personal Data without authorization.

Access Controls

Data Center and Network Security

Data Centers

Networks and Transmission

Privacy by Design and by Default

• Data minimization is applied by default; only Personal Data necessary for the specified purposes is collected and processed.

• Privacy Impact Assessments (PIAs/DPIAs) are conducted for new processing activities presenting high risk.

• No temporary files containing Personal Data are retained after processing is complete.

Schedule 1 — Annex III: List of Sub-processors

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

The above list of sub-processors may be updated from time to time. The Processor shall notify the Controller at least thirty (30) calendar days before any changes take effect. For the most current list, contact: rahul@rocket.new