DATA PROCESSING ADDENDUM

This Data Processing Addendum (“DPA”) is incorporated by reference into the Atera Terms of Use (available at https://www.atera.com/terms-of-use/) and any other applicable Atera terms or agreement governing the use of the Services (collectively, the “Agreement”). Both parties shall be referred to as the “Parties” and each, a “Party”.

In order to provide the services provided under the Agreement (“Services”), Atera Networks Ltd. (together with its affiliated companies and subsidiaries worldwide) (“Atera”, “us”, “we”, “our” or “Processor”) may be required to Process Personal Data (as defined below).

To the extent Personal Data is Processed by Atera on Client’s behalf, Client acknowledges and agrees to abide to this DPA and further agrees that Atera will Process Personal Data as necessary to provide the Services and as further detailed herein. By using the Services, Client instructs Atera to process such Personal Data on its behalf pursuant to this DPA and you represent and warrant that you have full authority to bind the Client to this DPA. If you cannot, or do not agree to, comply with and be bound by this DPA, or do not have authority to bind the Client, please do not provide Personal Data to us.

1. INTERPRETATION AND DEFINITIONS
   1. The headings contained in this DPA are for convenience only and shall not be interpreted to limit or otherwise affect the provisions of this DPA.
   2. References to clauses or sections are references to the clauses or sections of this DPA unless otherwise stated.
   3. Words used in the singular include the plural and vice versa, as the context may require.
   4. Capitalized terms not defined herein shall have the meanings assigned to such terms in the Agreement or as ascribed to them by Data Protection Laws.
   5. Definitions: 
      “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. 
      “Atera Group” means Atera and its Affiliates engaged in the Processing of Personal Data.
      “Authorized Affiliate” means any of Client’s Affiliate(s) permitted to use the Services pursuant to the Agreement between Client and Atera, but has not signed its own agreement with Atera and is not a “Client” or “Client” as defined under the Agreement.
      “Control”, for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
      “Client” means the entity executing and/or accepting Atera’s Agreement.
      “Data Protection Laws” means all applicable and binding privacy and data protection laws and regulations, including such laws and regulations of the European Union, the European Econimic Area and their Member States, Switzerland, the United Kingdom, Israel and the United State of America, as applicable to the Processing of Personal Data under the Agreement including (without limitation) the EU General Data Protection Regulation 2016/679 (“EU GDPR”), the UK Data Protection Law 2018, as well as the GDPR as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018 and as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019 (SI 2019/419) (“UK GDPR”) (together “GDPR”), and the California Consumer Privacy Act of 2018, Cal. Civ. Code §§ 1798.100 et. seq., as amended (“CCPA”), and the Federal Act on Data Protection of 19 June 1992 (“FADP”), known or reasonable excepted by Processor to be applicable to the Processing of Personal Data hereunder and in effect at the time of Processor’s performance hereunder. 
      “Data Subject” means the identified or identifiable personal to whom the Personal Data relates.
      “Personal Data” or “Personal Information” means any information relating to an identified or identifiable natural person Processed by Atera solely on behalf of Client under this DPA and the Agreement.
      “Sensitive Data” means Personal Data that is protected under a special legislation and requires unique treatment, such as “special categories of data”, “sensitive data”, “PHI”, or other materially similar terms under applicable Data Protection Laws, which may include any of the following: (a) social security number, tax file number, passport number, driver’s license number, or similar identifier (or any portion thereof); (b) credit or debit card number; (c) financial, credit, genetic, biometric or health information; (d) information revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person’s sex life or sexual orientation, or data relating to criminal convictions and offences; and/or (e) account passwords in unhashed form.
      “Standard Contractual Clauses” means (a) where the GDPR applies, the standard contractual clauses set out in the Annex of Commission Implementing Decision (EU) 2021/914 of 4 June 2021 (“EU SCCs”), or (b) where the UK GDPR applies, the International Data Transfer Addendum to the EU Commission Standard Contractual Clauses as issued by the Information Commissioner’s Office under S119A(1) of the Data Protection Act 2018 and in force as of 21 March 2022 (“UK Addendum”).
      “Sub-processor” means any third party that Processes Personal Data under the instruction or supervision of Atera.The terms, “Controller“, “Member State“, “Processor“, “Processing” and “Supervisory Authority” shall have the same meaning as in the GDPR.
      
2. PROCESSING OF PERSONAL DATA 
   1. Roles of the Parties. The parties acknowledge and agree that with regard to the Processing of Personal Data solely on Client’s behalf, Client is the Controller or Processor, and Atera is the Processor or Sub-processor, as appropriate. 
   2. Client’s Processing of Personal Data.  Client’s use of the Services and Client’s instructions for the Processing of Personal Data shall comply with Data Protection Laws. Client shall have sole responsibility for the means by which Client acquired Personal Data as well as for the accuracy and quality of the Personal Data. Without limitation, Client shall have any and all required legal bases in order to collect, Process, and transfer to Atera the Personal Data and to authorize the Processing by Atera. Client shall be solely responsible for any transfer and/or disclosure of Personal Data by Client (or any other person operating on Client’s behalf), or instructed by Client, to any third party, including, without limitation, third party integrations available on the Atera platform.
   3. Atera’s Processing of Personal Data. Subject to the Agreement, Atera shall Process Personal Data for the following purposes: (i) Processing for Client as part of the provision if the Services; (ii) Processing in accordance with the Agreement and this DPA; (iii) Processing to comply with Client’s documented reasonable instructions where such instructions are consistent with the terms of the Agreement; (iv) rendering Personal Data fully anonymous, non-identifiable, aggregated and/or non-personal in accordance with applicable standards recognized by Data Protection Laws and guidance issued thereunder; (v) Processing as required under the laws applicable to Atera, and/or as required by a court of competent jurisdiction or other competent governmental or semi-governmental authority, provided that Atera shall inform Client of the legal requirement before Processing, unless such law or order prohibits disclosing such information on important grounds of public interest. 
   4. Atera shall inform Client without undue delay if, in Atera’s reasonable opinion, an instruction for the Processing of Personal Data given by Client infringes applicable Data Protection Laws, unless Atera is prohibited from notifying Client under applicable Data Protection Laws. It is hereby clarified that Atera has no obligation to assess whether instructions by Client infringe any Data Protection Laws. 
   5. Details of the Processing. The subject-matter of Processing of Personal Data by Atera is the performance of the Services pursuant to the Agreement and the purposes set forth in this DPA. 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 Schedule 1 (Details of Processing) to this DPA.
   6. Sensitive Data. The Parties agree that the Services are not intended for the processing of Sensitive Data, and that if Client intends to use the Services to Process Sensitive Data, it must first obtain the Atera’s explicit prior written consent and enter into any additional agreements as required by Atera. If, subject to Atera’s prior written consent, Client uses the Services to Process PHI and Client is a Covered Entity under HIPAA, then such Processing of PHI shall be governed by Atera’s Business Associate Agreement. In such a case, the provisions set forth in this DPA shall apply solely to the Processing of Personal Data.
   7. CCPA Terms. If Client is a Business under the CCPA, and Atera Processes Personal Data hereunder that is subject to the CCPA, the terms set forth in Schedule 3 (CCPA Terms) hereto shall apply and bind the Parties with regards to such Personal Data and the Processing thereof.
      
3. DATA SBJECT REQUESTS
   Atera will, to the extent legally permitted, inform Client or refer Data Subject to Client, without undue delay, if it receives a request for exercising Data Subjects’ rights under Data Protection Laws, to the extent available to them under Data Protection Laws, such as the right of access, rectification, restriction of Processing, erasure, data portability, objection to the Processing, or their right not be subject to automated individual decision making (“DSRs”). Taking into account the nature of the processing and the information available to Atera, Atera shall assist Client by implementing appropriate technical and organizational measures, insofar as this is possible and reasonable, for the fulfillment of Client’s obligation to respond to a DSR under Data Protection Laws. To the extent legally permitted, Client shall be responsible for any costs arising from Atera’s provision of such assistance. 
   
4. DATA INCIDENT MANAGEMENT & NOTIFICATION
   Atera maintains security management policies and procedures and, to the extent required under applicable Data Protection Laws, will notify Client without undue delay after becoming aware of the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data Processed by Atera on behalf of the Client (a “Data Incident”). Atera shall make reasonable efforts to identify and take those steps as Atera deems necessary and reasonable in order to remediate and/or mitigate the cause of such Data Incident to the extent the remediation and/or mitigation is within Atera’s reasonable control. Client will not make, disclose, release, or publish any finding, admission of liability, communication, notice, press release, or report concerning any Data Incident which directly or indirectly identifies Atera (including in any legal proceeding or in any notification to regulatory or Supervisory Authorities or affected individuals, and excluding disclosure to third-party consultants and advisors of Client that are subject to appropriate confidentiality undertakings) without Atera’s prior written approval, unless, and solely to the extent that, Client is compelled to do so pursuant to Data Protection Laws. In the latter case, unless prohibited by law, Client shall provide Atera with reasonable prior written notice to provide Atera with the opportunity to object to such disclosure and in any case, Client will limit the disclosure to the minimum scope required.
   
5. ATERA PERSONNEL
   Confidentiality. Atera shall ensure that its personnel engaged in the Processing of Personal Data have committed themselves to confidentiality and non-disclosure.
   
6. SUB-PROCESSORS
   1. Appointment of Sub-processors. Client acknowledges and agrees that (a) Atera’s Affiliates may be used and engaged as Sub-processors; and (b) Atera and/or Atera’s Affiliates respectively may each engage third-party Sub-processors in connection with the provision of the Services subject to this Section 6.
   2. List of Current Sub-processors and Notification of New Sub-processors. Atera’s makes available to Client the current list of Sub-processors used by Atera via  https://trust.atera.com/subprocessors. Such Sub-processor list shall include the identities of those Sub-processors and their country of location, and the type of service (“Sub-processor List”). The Sub-processor List as of the latest between: (i) the date of execution of this DPA; or (ii) as of the date of Client’s first use of the Services (as applicable), is hereby, or shall be (as applicable), authorized by Client. Client shall subscribe to notifications on the appointment or replacement of a Sub-processors by submitting an email address via https://trust.atera.com/subprocessors.
   3. Objection to New Sub-processors. Client may reasonably object for reasons relating to the protection of Personal Data intended to be Processed by a new Sub-processor, by providing a written objection to [email protected] within ten (10) days of the receipt of an appointment or replacement notice. In the event of an objection, Atera will use commercially reasonable efforts to make available to Client a change in the Services or recommend a commercially reasonable change to Client’s configuration or use of the Services to avoid Processing of Personal Data by the objected-to new Sub-processor without unreasonably burdening Client. Until Atera makes a decision concerning Client’s objection, Atera may temporarily suspend the Processing of the affected Personal Data and/or suspend or limit access to Client’s account or suspend or limit certain features of the Services offered to the Client. If Atera is unable to resolve Client’s objection or to provide Client with such alternative solution, within thirty (30) days from receipt of the Client’s valid reasoned objection, Client may, as a sole remedy, terminate the applicable Agreement and this DPA with respect only to those Services which cannot be provided by Atera without the use of the objected-to Sub-processor by providing written notice to Atera provided that all amounts due under the Agreement before the termination date with respect to the Processing at issue shall be duly paid to Atera. Client will have no further claims against Atera due to (i) past use of approved Sub-processors prior to the date of objection or (ii) the termination of the Agreement (including, without limitation, requesting refunds) and the DPA in the situation described in this paragraph. If no objection has been raised to the replacement or appointing a new Sub-processor within the above-mentioned time frame, Atera will deem Client to have authorized the new Sub-processor.
      
      If Atera is unable to resolve Client’s objection or to provide Client with such alternative solution, within thirty (30) days from receipt of the Client’s valid reasoned objection, Client may, as a sole remedy, terminate the applicable Agreement and this DPA with respect only to those Services which cannot be provided by Atera without the use of the objected-to Sub-processor by providing written notice to Atera provided that all amounts due under the Agreement before the termination date with respect to the Processing at issue shall be duly paid to Atera. Client will have no further claims against Atera due to (i) past use of approved Sub-processors prior to the date of objection or (ii) the termination of the Agreement (including, without limitation, requesting refunds) and the DPA in the situation described in this paragraph. If no objection has been raised to the replacement or appointing a new Sub-processor within the above-mentioned time frame, Atera will deem Client to have authorized the new Sub-processor.
   4. Agreements with Sub-processors. Atera or Atera’s Affiliate on behalf of Atera has entered into a written agreement with each Sub-processor containing appropriate safeguards to the protection of Personal Data. Where Atera engages a Sub-processor, the same or materially similar data protection obligations as set out in this DPA shall be imposed on such new Sub-processor by way of a contract, in particular obligations to implement appropriate technical and organizational measures in such a manner that the Processing will meet the requirements of the GDPR. Where a Sub-processor fails to fulfil its data protection obligations concerning its Processing of Personal Data, Processor shall remain responsible for the performance of the Sub-processor’s obligations.
      
7. SEURITY & AUDITS
   1. Controls for the Protection of Personal Data. Atera shall maintain all industry-standard technical and organizational measures for protection of Personal Data Processed hereunder (including protection against unauthorized or unlawful Processing and against accidental or unlawful destruction, loss or alteration or damage, unauthorized disclosure of, or access to, Personal Data), confidentiality and integrity of Personal Data, including as described in:  https://trust.atera.com/controls, as amended from time to time (the “Security Documentation”). Client is responsible for reviewing the Security Documentation and/or other information Atera makes available to Client from time to time regarding its data security, and making an independent determination as to whether the Services meet the Client’s needs, requirements and legal obligations, including Client’s obligations under Data Protection Laws to ensure the appropriate level of security when using the Services, taking into consideration any risks with respect to Personal Data. Client is further responsible for properly configuring the Services and using features and functionalities made available by Atera to maintain appropriate security in light of the nature of the data processed by Client’s use of the Services. Upon Client’s reasonable request, Atera will reasonably assist Client, at Client’s cost and subject to the provisions of Section 10 below, in ensuring compliance with the obligations pursuant to Articles 32-36 of the GDPR, taking into account the nature of the Processing and the information available to Atera.
   2. Third-Party Certifications and Audits. Upon Client’s 14 days prior written request at reasonable intervals (no more than once every 12 months), and subject to the strict confidentiality undertakings by Client, Atera shall make available to Client (or Client’s independent, reputable, third-party auditor that is not a competitor of, or is in conflict of interests with, Atera, and subject to its confidentiality and non-compete undertakings) information necessary to demonstrate compliance with this DPA (e.g., in the form of a copy of Atera’s then most recent third-party audits or certifications, as applicable) and allow for and contribute to audits, including inspections, conducted by them (provided, however, that such audits, certifications and the results therefrom, including the documents reflecting the outcome of the audit and/or the certifications, shall only be used by Client to assess compliance with this DPA, and shall not be used for any other purpose or disclosed to any third party without Atera’s prior written approval and, upon Atera’s first request, Client shall return all records or documentation in Client’s possession or control provided by Atera in the context of the audit and/or the certification). With respect to audits and inspections, the parties shall discuss in good faith and agree on the scope, timing, and details of the audits and inspections, provided however that the limitation set forth above with respect to the copies or audits certifications shall also apply to the audits. To the extent that Atera’s obligations in this section involve more than 8 hours/man of work, Client shall bear the costs and expenses of complying with this clause. If and to the extent that the Standard Contractual Clauses apply, nothing in this Section 7.2 varies or modifies the Standard Contractual Clauses nor affects any Supervisory Authority’s or Data Subject’s rights under the Standard Contractual Clauses.
   3. In the event of an audit or inspections as set forth above, Client shall ensure that it (and each of its mandated auditors) will not cause (or, if it cannot avoid, minimize) any damage, injury or disruption to Atera’s premises, equipment, personnel and business while conducting such audit or inspection. 
   4. The audit rights set forth in Section ‎7.2 above, shall only apply to the extent that the Agreement does not otherwise provide Client with audit rights that meet the relevant requirements of Data Protection Laws (including, where applicable, article 28(3)(h) of the GDPR or the UK GDPR).
      
8. RETURN AND DELETION OF PERSONAL DATA
   1. Subject to the Agreement, Atera shall, at the choice of Client (indicated through the Services or in written notification to Atera), delete or return to Client the Personal Data Processed solely on Client’s behalf, and Atera shall delete existing copies of such Personal Data unless applicable law require otherwise. To the extent authorized or required by applicable law, Atera may retain one copy of the Personal Data for evidence purposes and/or for the establishment, exercise or defense of legal claims and/or to comply with applicable laws and regulations. If the Client requests the Personal Data to be returned, the Personal Data shall be returned in the format generally available for Atera’s Clients.
   2. Notwithstanding anything to the contrary, Atera may retain electronic copies of files containing Personal Data created pursuant to automatic archiving or backup procedures which cannot reasonably be deleted. Atera will delete the data in accordance with its internal data retention and deletion periods for backups.
      
9. TRANS-BORDER DATA TRANSFERS
   1. Transfers from the EEA, Switzerland and the United Kingdom to countries that offer adequate level of data protection. Personal Data may be transferred from EU Member States, the three other EEA member countries (Norway, Liechtenstein and Iceland) (collectively, “EEA”), Switzerland and the United Kingdom (“UK”) to countries that offer an adequate level of data protection under or pursuant to the adequacy decisions published by the relevant data protection authorities of the EEA, the European Union, the Member States or the European Commission, Switzerland, and/or the UK as relevant (“Adequacy Decisions”), as applicable, without any further safeguard being necessary.
   2. Transfers from the EEA, the UK and Switzerland to third countries. If the Processing of Personal Data by Atera includes a transfer (either directly or via onward transfer) from the EEA (“EEA Transfer”), the UK (“UK Transfer”), and/or Switzerland (“Swiss Transfer”) to other countries which have not been subject to a relevant Adequacy Decision, and such transfers are not performed through an alternative recognized compliance mechanism as may be adopted by Atera for the lawful transfer of Personal Data (as defined in the GDPR, the UK GDPR, and/or the FADP, as relevant) outside the EEA, the UK, or Switzerland, as applicable, then: (i) the terms set forth in Part 1 of Schedule 2 (EEA Trans-Border Transfers) shall apply to any such EEA Transfer; (ii) the terms set forth in Part 2 of Schedule 2 (UK Trans-Border Transfers) shall apply to any such UK Transfer; (iii) the terms set forth in Part 3 of Schedule 2 (Swiss Trans-Border Transfers) shall apply to any such Swiss Transfer; and (iv) the terms set forth in Part 4 of Schedule 2 (Additional Safeguards) shall apply to any such transfers.
   3. Transfers at Client’s Instructions.  In case of a transfer to a third party which is conducted by Atera at Client’s instructions, or directly by Client in accordance with an agreement between Client and such third-party (which Atera is not a party to), Client shall be solely and fully responsible and liable for the compliance with Data Protection Laws, including, without limitation, with respect to such transfers of Personal Data.
      
10. DATA PROTECTION IMPACT ASSESSMENT AND PRIOR CONSULTATION
    Upon Client’s reasonable request, Atera shall provide Client, at Client’s cost, with reasonable cooperation and assistance needed to fulfil Client’s obligation under the GDPR or the UK GDPR (as applicable) to carry out a data protection impact assessment related to Client’s use of the Services, to the extent Client does not otherwise have access to the relevant information, and to the extent such information is available to Atera. Atera shall provide reasonable assistance to Client in the cooperation or prior consultation with the Supervisory Authority in the performance of its tasks relating to this Section 10, to the extent required under the GDPR or the UK GDPR, as applicable
    
11. AUTHORIZED AFFILIATES
    1. Contractual Relationship. The parties acknowledge and agree that, by executing the DPA, the Client enters into the DPA on behalf of itself and, as applicable, in the name and on behalf of its Authorized Affiliates, thereby establishing a separate DPA between Atera. Each Authorized Affiliate agrees to be bound by the obligations under this DPA. All access to and use of the Services by Authorized Affiliates must comply with the terms and conditions of the Agreement and this DPA and any violation of the terms and conditions therein by an Authorized Affiliate shall be deemed a violation by Client.
    2. Communication. Client shall remain responsible for coordinating all communication with Atera under the Agreement and this DPA and shall be entitled to make and receive any communication in relation to this DPA on behalf of its Authorized Affiliates.
       
12. TERMINATION
    This DPA shall automatically terminate upon the termination or expiration of the Agreement under which the Services are provided. Section 12 shall survive termination or expiration of this DPA by any reason.
    
13. RELATIONSHIP WITH AGREEMENT
    The terms of the Agreement shall apply to this DPA as applicable. In the event of any conflict between the provisions of this DPA and the provisions of the Agreement, the provisions of this DPA shall prevail over the conflicting provisions of the Agreement with respect to matters relating to the Processing of Personal Data. To the extent permitted by law, notwithstanding anything to the contrary in the Agreement, this DPA and/or the agreements between the parties: (A) Atera’s and Atera’s Affiliates’ entire, total and aggregate liability (including any indemnification obligation (if any) regarding data protection or privacy), for or related to Personal Data Processing and protection, or any breach of this DPA and/or Data Protection Laws shall be limited to the amounts set forth in the Agreement. This limitation of liability is cumulative and not per incident; (B) In no event will Atera and/or its Affiliates or their third-party providers, be liable under, or otherwise in connection with this DPA for: (i) any indirect, exemplary, special, consequential, incidental or punitive damages; (ii) any loss of profits, business, or anticipated savings; (iii) any loss of, or damage to data, reputation, revenue or goodwill; and/or (iv) the cost of procuring any substitute goods or services; and (C) The foregoing exclusions and limitations on liability set forth in this Section 12 shall apply: (i) even if Atera, Atera Affiliates or third-party providers, have been advised, or should have been aware, of the possibility of losses or damages; (ii) even if any remedy in this DPA fails of its essential purpose; and (iii) regardless of the form, theory or basis of liability (such as, but not limited to, breach of contract or tort).
    
14. AMENDMENTS
    Client acknowledges and agrees that Atera may amend this DPA as may be required from time-to-time, by posting the relevant amended and DPA on Atera’s website, available at https://atera.com/dpa and any amendments to the DPA are effective as of the date of posting. Client’s continued use of the Services after the amended DPA is posted constitutes Client’s agreement to, and acceptance of, the amended DPA.
    
15. GENERAL

1. If any provision of this DPA is deemed by a court of competent jurisdiction to be invalid, unlawful, void, or for any reason unenforceable, then such provision shall be deemed severable and will not affect the validity and enforceability of the remaining provisions.
2. Any questions regarding this DPA should be addressed to [email protected]. Atera will attempt to resolve any complaints regarding the use of Personal Data in accordance with this DPA and the Agreement.
3. This DPA was written in English and may be translated into other languages for your convenience. If a translated (non-English) version of this DPA conflicts in any way with its English version, the provisions of the English version shall prevail.
   

SCHEDULE 1 – DETAILS OF THE PROCESSING

Subject Matter

Atera will Process Personal Data as necessary to provide the Services, perform and enforce the Agreement (or any other agreement between the parties), and as further instructed by Client in its use of the Services.

Nature and Purpose of Processing

Collection and Processing of Personal Data for providing the Service(s) to Client; for Atera to comply with documented reasonable instructions provided by Client where such instructions are consistent with the terms of the Agreement and/or pursuant to Client’s use of the Services (e.g., integrations between the Services and any services provided by third parties, as configured by or on behalf of Client to facilitate the sharing of Personal Data between the Services and such third party services); Complying with applicable laws and regulations; for performing the Agreement, this DPA and/or other contracts executed by the parties, and for all tasks related to any of the above.

Duration of Processing

Subject to any Section of the DPA and/or the Agreement dealing with the duration of the Processing and the consequences of the expiration or termination thereof, Atera will Process Personal Data for the duration of the Agreement, unless otherwise agreed upon in writing.

Types of Data

Client may submit Personal Data to the Services, the extent and nature of which is determined and controlled by Client in its sole discretion. This data may include: Client’s End-Users’ email addresses, credentials, physical addresses, phone numbers, roles, geolocation, photos, internet protocol (IP) addresses, hardware and software details, Personal Data in files or communications that Client transmits or receives through the Service (where applicable), operating system (OS), browser type, webpage titles (available on Robin only), in-Service activity, Windows or other operating systems’ logs and events, and online identifiers.

Categories of Data Subjects

• Client’s Admins, Permitted Users and End-Users.
• Any other individual whose Personal Data may be Processed through the Services, depending on Client’s use of the Services and the types of Personal Data Processed.

SCHEDULE 2 – TRANS BORDER TRANSFERS

PART 1 – EEA Trans-Border Transfers

1. The parties agree that the terms of the EU SCCs are hereby incorporated by reference and shall apply to an EEA Transfer as set out in this Part 1.
2. Module Two (Controller to Processor) of the EU SCCs shall apply where the EEA Transfer is effectuated by Client as the data controller of the Personal Data and Atera is the data processor of the Personal Data. Module Three (Processor to Processor) of the EU SCCs shall apply where the EEA Transfer is effectuated by Client as the data processor of the Personal Data and Atera is a sub-processor of the Personal Data. Module Four (Processor to Controller) of the EU SCCs shall apply where the EEA Transfer is effectuated by Atera as the data processor of the Personal Data and Client is the data controller of the Personal Data.
3. Clause 7 of the EU SCCs (Docking Clause) shall not apply.
4. Option 2: GENERAL WRITTEN AUTHORISATION in Clause 9 of the EU SCCs shall apply, and the time period for prior notice of Sub-processor changes shall be as set forth in Section 6 of the DPA.
5. In Clause 11 of the EU SCCs, the optional language will not apply.
6. In Clause 17 of the EU SCCs, Option 1 shall apply, and the Parties agree that the EU SCCs shall be governed by the laws of the Republic of Ireland. 
7. In Clause 18(b) of the EU SCCs, disputes will be resolved before the courts of the Republic of Ireland.
8. Annex I.A of the EU SCCs shall be completed as follows:

1. Annex I.B of the EU SCCs shall be completed as follows: The categories of data subjects whose Personal Data is transferred, the categories of Personal Data transferred, the frequency of the transfer, the nature of the Processing, the purposes of the data transfer and further Processing, and the period for which the Personal Data will be retained are described in Schedule 1 to this DPA. In relation to transfers to Sub-processors, the subject matter, nature, and duration of the processing is set forth at the link detailed in Section 6 of this DPA.
2. Annex I.C of the EU SCCs shall be completed as follows: The competent supervisory authority in accordance with Clause 13 is the supervisory authority in the Member State stipulated in Section 6 of this Part 1‎.
3. The Security Documentation referred to in the DPA serves as Annex II of the EU SCCs.
4. To the extent there is any conflict between the EU SCCs and any other terms in this DPA or the Agreement, the provisions of the EU SCCs will prevail.

PART 2 – UK Trans-Border Transfers

1. Part 1 (tables) of the UK Addendum shall be completed as follows: The Parties agree that the UK Addendum is hereby incorporated by reference and shall apply to UK Transfers as set forth in this Part 2, together with the EU SCCs as set forth in Part 1 above.

Table 1: Parties: As stipulated in Section 8 of Part 1 of this Schedule 2.

Table 2: Selected SCCs, Modules and Selected Clauses: As stipulated in Part 1 of this Schedule 2.

Table 3: Appendix Information: Annex 1A: As stipulated in Section 8 of Part 1 of this Schedule 2; Annex 1B: As stipulated in Section 9 of Part 1 of this Schedule 2; Annex II: As stipulated in Section 11 of Part 1 of this Schedule 2; Annex III: As set forth at the link detailed in Section 6 of this DPA.

Table 4: Ending this Addendum when the Approved Addendum Changes: Neither Party may end this UK Addendum in the manner set out in Section 19 of the Mandatory Clauses of the UK Addendum.

2. The Alternative Part 2 (Mandatory Clauses) of the UK Addendum shall apply, as follows:
   Mandatory Clauses of the Approved Addendum, being the template Addendum B.1.0 issued by the ICO and laid before Parliament in accordance with s119A of the Data Protection Act 2018 on 2 February 2022, as it is revised under Section ‎‎18 of those Mandatory Clauses.

PART 3 – Swiss Trans-Border Transfers

1. The Parties agree that the EU SCCs as detailed in Part 1 of this Schedule 2, as adjusted below, shall apply where the FADP applies to Swiss Transfers:
2. References to the Standard Contractual Clauses mean the EU SCCs as amended by this Part 3;
3. The Swiss Federal Data Protection and Information Commissioner shall be the sole Supervisory Authority for Swiss Transfers exclusively subject to the FADP;
4. The terms “General Data Protection Regulation” or “Regulation (EU) 2016/679” as utilized in the EU SCCs shall be interpreted to include the FADP with respect to Swiss Transfers;
5. References to Regulation (EU) 2018/1725 are removed;
6. Swiss Transfers subject to both the FADP and the GDPR, shall be dealt with by the Swiss Federal Data Protection and Information Commissioner insofar as the Swiss Transfer is governed by the FADP, and by the EU Supervisory Authority named in Part 1 of this Schedule 2, insofar as the Swiss Transfer is governed by the GDPR;
7. References to the “Union”, “EU” and “EU Member State” shall not be interpreted in such a way as to exclude Data Subjects in Switzerland from the possibility of exercising their rights in their place of habitual residence (Switzerland) in accordance with Clause 18(c) of the EU SCCs; 
8. Where Swiss Transfers are exclusively subject to the FADP, all references to the GDPR in the EU SCCs are to be understood to be references to the FADP;
9. Where Swiss Transfers are subject to both the FDPA and the GDPR, all references to the GDPR in the EU SCCs are to be understood to be references to the FDPA insofar as the Swiss Transfer is subject to the FADP.
   

PART 4 – Additional Safeguards 

1. In the event of an EEA Transfer, a UK Transfer or a Swiss Transfer, the Parties agree to supplement these with the following safeguards and representations, where appropriate: 

1. The Processor shall have in place and maintain in accordance with good industry practice measures to protect the Personal Data from interception (including in transit from the Controller to the Processor and between different systems and services). This includes having in place and maintaining network protection intended to deny attackers the ability to intercept data and encryption of Personal Data whilst in transit and at rest intended to deny attackers the ability to read data.
2. The Processor will make commercially reasonable efforts to resist, subject to applicable laws, any request for bulk surveillance relating to the Personal Data protected under GDPR or the UK GDPR, including under section 702 of the United States Foreign Intelligence Surveillance Act (“FISA”); 
3. If the Processor becomes aware that any government authority (including law enforcement) wishes to obtain access to or a copy of some or all of the Personal Data, whether on a voluntary or a mandatory basis, then unless legally prohibited or under a mandatory legal compulsion that requires otherwise:

1. The Processor shall inform the relevant government authority that the Processor is a processor of the Personal Data and that the Controller has not authorized the Processor to disclose the Personal Data to the government authority, and inform the relevant government authority that any and all requests or demands for access to the Personal Data should therefore be notified to or served upon the Controller in writing;
2. The Processor will use commercially reasonable legal mechanisms to challenge any such demand for access to Personal Data that is under the Processor’s control. Notwithstanding the above, (a) the Controller acknowledges that such challenge may not always be reasonable or possible in light of the nature, scope, context and purposes of the intended government authority access, and (b) if, taking into account the nature, scope, context and purposes of the intended government authority access to Personal Data, the Processor has a reasonable and good-faith belief that urgent access is necessary to prevent an imminent risk of serious harm to any individual or entity, this subsection (c)(II) shall not apply. In such event, the Processor shall notify the Controller, as soon as possible, following the access by the government authority, and provide the Controller with relevant details of the same, unless and to the extent legally prohibited to do so.
3. Once in every 12-month period, the Processor will inform the Controller, at the Controller’s written request, of the types of binding legal demands for Personal Data it has received and solely to the extent such demands have been received, including national security orders and directives, which shall encompass any process issued under section 702 of FISA.

SCHEDULE 3 – CCPA TERMS

1. SCOPE, APPLICATION & INTERPRETATION
   1. This Schedule 3 shall apply and bind the Parties if and to the extent that (i) Client is a Business under the CCPA, and (ii) Atera Processes Personal Information (as defined below) that is subject to the CCPA in the course of providing the Services to Client pursuant to the Agreement. 
   2. This Schedule 3 prevails over any conflicting terms of the Agreement or the DPA but does not otherwise modify the Agreement or the DPA.
   3. This Schedule 3 shall be interpreted in favor of the Parties’ intent to comply with the CCPA, and therefore any ambiguity shall be resolved in favor of a meaning that complies and is consistent with the CCPA.
   4. Capitalized terms not specifically defined herein shall have the meanings ascribed to them in the DPA, as amended by this Schedule 3.
      
2. DEFINITIONS

For the purposes of this Schedule 3:

1. The terms “Business”, “Collects” (and “collected” and “collection”), “Consumer”, “Business Purpose”, “Sell” (and “selling”, “sale”, and “sold”), “Share” (and “shared”, or “sharing”), and “Service Provider” shall each have the same meaning as in the CCPA.
2. “Personal Information” means any information that identifies, relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, to or with an identified or identifiable Consumer or household of a Consumer, which is processed by Atera solely on behalf of Client under this Schedule 3 and the Agreement.
   
3. PROCESSING OF PERSONAL INFORMATION
   1. Client hereby appoints Atera as a Service Provider to Process Personal Information on behalf of Client. Client, in its use of the Services, and Client’s instructions to Atera, shall comply with the CCPA. Client represents and warrants that it has provided notice consistent with Section 1798.135 of the CCPA, and has obtained consents to the extent required under the CCPA for Atera to lawfully Collect and Process the Personal Information in pursuit of the Permitted Purposes (as defined in Section ‎3.2 below).
   2. Atera shall Process Personal Information solely for the purposes set forth in Section 2.3 of the DPA and as necessary to comply with this Schedule 3 and the CCPA. For the avoidance of doubt, such Processing shall include the pursuit of Business Purposes, including providing Client with Atera’s cloud-based IT management platform (collectively: the “Permitted Purposes“). 
   3. Sections 3-8 and 10-15 of the DPA shall apply to the Processing of Personal Information and the following terms shall be replaced as follows: “Data Protection Laws” shall mean the CCPA; “DPA” shall mean this Schedule 3; “Personal Data” shall mean “Personal Information”; “Data Subject” shall mean “Consumer”; “Controller” shall mean “Business”; “Processor” shall mean “Service Provider”; and Sub-processor shall refer to the concept of a Service Provider engaged by Atera to Process Personal Information.
   4. Atera shall Process Personal Information in accordance with the provisions of the CCPA, and in a manner that provides the same level of privacy protection to Personal Information as required by the CCPA. Atera certifies that it understands the rules, requirements, and definitions of the CCPA and this Schedule 3, and shall comply with them.
   5. Atera acknowledges and confirms that it does not receive or process any Personal Information as consideration for any services or other items that Atera provides to Client under the Agreement. Atera agrees to refrain from Selling and/or Sharing any Personal Information Processed hereunder without Client’s prior written consent, nor taking any action that would cause any transfer of Personal Information to or from Atera under the Agreement or this Schedule 3 to qualify as Selling and/or Sharing such Personal Information. Atera shall not have, derive, or exercise any rights or benefits regarding the Personal Information, and shall not retain, use, or disclose any Personal Information (i) for any purpose other than the Permitted Purposes, and/or (ii) outside of the direct business relationship between the Parties. 
   6. Atera shall not combine Personal Information with any other data if and to the extent that this would be inconsistent with the limitations on Service Providers under the CCPA. 
   7. Atera shall notify Client if Atera makes a determination that it can no longer meet its obligations under this Schedule 3 and/or the CCPA.

Last updated: December 30, 2025