Data Processing Agreement

This Data Processing Agreement is made available at https://decision-wise.com/legal and is incorporated into the Master Terms of Service available at https://decision-wise.com/legal, as specified in the Master Terms of Service. Spectiv is a registered d/b/a of DecisionWise, LLC, a Utah limited liability company in the USA, and is also a registered trademark. The name “Spectiv” is used to identify DecisionWise’s online software platform. Unless a specific contract is in effect between DecisionWise and a client that covers the matters set forth in this Data Processing Agreement, then DecisionWise/Spectiv agrees to follow the terms of this Data Processing Agreement as part of its business relationship with a client/customer.

For client/customers that would like to receive a signed copy of this Data Processing Agreement, please email privacy@decisionwise.com. No changes made to this copy (as displayed) are agreed to by DecisionWise or its affiliates. Please note that we update the Data Processing Agreement as we describe in the ‘General Provisions’ section below. Again, any reference to Spectiv or a Spectiv employee shall be deemed to include DecisionWise.

Last modified: November 2023

This Data Processing Agreement and its Annexes (“DPA”) reflects the parties’ agreement with respect to the Processing of Personal Data by us on behalf of you in connection with the Spectiv Subscription Services under the Master Terms of Service between you and us or, if you are working with us under a project contract, then under your individual contract with DecisionWise (either scenario being referred to in this DPA as the “Agreement”)

This DPA is supplemental to, and forms an integral part of, the Agreement and is effective upon its incorporation into the Agreement, which may be specified in the Agreement, an Order or an executed amendment to the Agreement. In case of any conflict or inconsistency with the terms of the Agreement, this DPA will take precedence over the terms of the Agreement to the extent of such conflict or inconsistency.

We update these terms from time to time. If you have an active Spectiv subscription, we will let you know when we do via email (if you have subscribed to receive email notifications via the link in our Master Terms) or via in-app notification. You can find archived versions of the DPA here.

The term of this DPA will follow the term of the Agreement. Terms not otherwise defined in this DPA will have the meaning as set forth in the Agreement.

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

“CCPA” means California Civil Code Sec. 1798.100 et seq. (also known as the California Consumer Privacy Act of 2018).

“CPRA” means the California Privacy Rights Act of 2020.

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

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

“Data Protection Laws” means all applicable worldwide legislation relating to data protection and privacy which applies to the respective party in the role of Processing Personal Data in question under the Agreement, including without limitation European Data Protection Laws, the CCPA and CPRA, and the data protection and privacy laws of Australia and Singapore; in each case as amended, repealed, consolidated or replaced from time to time.

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

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

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

“European Data Protection Laws” means data protection laws applicable in Europe, including: (i) Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation) (“GDPR”); (ii) Directive 2002/58/EC concerning the processing of personal data and the protection of privacy in the electronic communications sector; and (iii) applicable national implementations of (i) and (ii); or (iii) GDPR as it forms part of the United Kingdom domestic law by virtue of Section 3 of the European Union (Withdrawal) Act 2018 (“UK GDPR”); and (iv) Swiss Federal Data Protection Act on 19 June 1992 and its Ordinance (“Swiss DPA”); in each case, as may be amended, superseded or replaced.

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

“Permitted Affiliates” means any of your Affiliates that (i) are permitted to use the Subscription Services pursuant to the Agreement, but have not signed their own separate agreement with us and are not a “Customer” as defined under the Agreement, (ii) qualify as a Controller of Personal Data Processed by us, and (iii) are subject to European Data Protection Laws.

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

“Personal Data Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data transmitted, stored or otherwise Processed by us and/or our Sub-Processors in connection with the provision of the Subscription Services.

“Personal Data Breach” will not include unsuccessful attempts or activities that do not compromise the security of Personal Data, including unsuccessful log-in attempts, pings, port scans, denial of service attacks, and other network attacks on firewalls or networked systems.

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

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

“Sub-Processor” means any Processor engaged by us or our Affiliates to assist in fulfilling our obligations with respect to the provision of the Subscription Services under the Agreement. Sub-Processors may include third parties or our Affiliates but will exclude any Spectiv employee or consultant.

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

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

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

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

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

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

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

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

We will delete or return all Customer Data, including Personal Data (including copies thereof) Processed pursuant to this DPA, on termination or expiration of your Subscription Service in accordance with the procedures set out in our Product Specific Terms. This term shall apply except where we are required by applicable law to retain some or all of the Customer Data, or where we have archived Customer Data on back-up systems, which data we will securely isolate and protect from any further Processing and delete in accordance with our deletion practices. You may request the deletion of your Spectiv account after expiration or termination of your subscription by sending a request here. You may also cancel your account in accordance with the ‘Early Cancellation’ section of the Customer Terms of Service and request permanent deletion by following the instructions found here. You may retrieve your Customer Data from your account in accordance with our ‘Retrieval of Customer Data’ sections throughout our Product Specific Terms.

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

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

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

You agree that we may engage Sub-Processors to Process Personal Data on your behalf. We have currently appointed, as Sub-Processors, the Spectiv Affiliates and third parties listed in Annex 3 to this DPA. We will notify you if we add or replace any Sub-Processors listed in Annex 3 prior to any such changes at least 30 days prior to any such changes, if you opt-in to receive such email notifications by completing the form available here.

Where we engage Sub-Processors, we will impose data protection terms on the Sub- Processors that provide at least the same level of protection for Personal Data as those in this DPA (including, where appropriate, the Standard Contractual Clauses), to the extent applicable to the nature of the services provided by such Sub-Processors. We will remain responsible for each Sub-Processor’s compliance with the obligations of this DPA and for any acts or omissions of such Sub-Processor that cause us to breach any of its obligations under this DPA.

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

This ‘Additional Provisions for European Data’ section shall apply only with respect to European Data.

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

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

We will give you the opportunity to object to the engagement of new Sub-Processors on reasonable grounds relating to the protection of Personal Data within 30 days of notifying you in accordance with the ‘Sub-Processors’ section. If you do notify us of such an objection, the parties will discuss your concerns in good faith with a view to achieving a commercially reasonable resolution. If no such resolution can be reached, we will, at our sole discretion, either not appoint the new Sub-Processor, or permit you to suspend or terminate the affected Subscription Service in accordance with the termination provisions of the Agreement without liability to either party (but without prejudice to any fees incurred by you prior to suspension or termination). The parties agree that by complying with this sub-section (d), Spectiv fulfils its obligations under Sections 9 of the Standard Contractual Clauses.

For the purposes of Clause 9(c) of the Standard Contractual Clauses, you acknowledge that we may be restricted from disclosing Sub- Processor agreements but we shall use reasonable efforts to require any Sub- Processor we appoint to permit it to disclose the Sub-Processor agreement to you and shall provide (on a confidential basis) all information we reasonably can.

To the extent that the required information is reasonably available to us, and you do not otherwise have access to the required information, we will provide reasonable assistance to you with any data protection impact assessments, and prior consultations with supervisory authorities or other competent data privacy authorities to the extent required by European Data Protection Laws.

Spectiv shall not transfer European Data to any country or recipient not recognized as providing an adequate level of protection for Personal Data (within the meaning of applicable European Data Protection Laws), unless it first takes all such measures as are necessary to ensure the transfer is in compliance with applicable European Data Protection Laws. Spectiv is the software platform owned by DecisionWise, as explained above at the beginning of this document. Such measures may include (without limitation) transferring such data to a recipient that is covered by a suitable framework or other legally adequate transfer mechanism recognized by the relevant authorities or courts as providing an adequate level of protection for Personal Data, to a recipient that has achieved binding corporate rules authorization in accordance with European Data Protection Laws, or to a recipient that has executed appropriate standard contractual clauses in each case as adopted or approved in accordance with applicable European Data Protection Laws.

DecisionWise may store Personal Data in secure servers located in the United States. DecisionWise complies with the EU-U.S. Data Privacy Framework (EU-U.S. DPF), the UK Extension to the EU-U.S. DPF, and the Swiss-U.S. Data Privacy Framework (Swiss-U.S. DPF) as set forth by the U.S. Department of Commerce. DecisionWise, the owner of the Spectiv software platform, has certified to the U.S. Department of Commerce that it adheres to the EU-U.S. Data Privacy Framework Principles (EU-U.S. DPF Principles) with regard to the processing of personal data received from the European Union in reliance on the EU-U.S. DPF and from the United Kingdom (and Gibraltar) in reliance on the UK Extension to the EU-U.S. DPF. DecisionWise has certified to the U.S. Department of Commerce that it adheres to the Swiss-U.S. Data Privacy Framework Principles (Swiss-U.S. DPF Principles) about the processing of personal data received from Switzerland in reliance on the Swiss-U.S. DPF. If there is any conflict between the terms in this privacy policy and the EU-U.S. DPF Principles and/or the Swiss-U.S. DPF Principles, the Principles shall govern. To learn more about the Data Privacy Framework (DPF) program, and to view our certification, please visit https://www.dataprivacyframework.gov/.

Alternatively, upon a client request, we may adopt the EU Standard Contractual Clauses as part of our client contracts as an accepted data transfer mechanism.

In addition to other data protection authorities, the United States Federal Trade Commission has jurisdiction over DecisionWise’s compliance with the EU-U.S. Data Privacy Framework (EU-U.S. DPF) and the UK Extension to the EU-U.S. DPF, and the Swiss-U.S. Data Privacy Framework (Swiss-U.S. DPF).

Reserved.

We will make all information reasonably necessary to demonstrate compliance with this DPA available to you and allow for and contribute to audits, including inspections conducted by you or your auditor in order to assess compliance with this DPA . You acknowledge and agree that you will exercise your audit rights under this DPA by instructing us to comply with the audit measures described in this ‘Demonstration of Compliance’ section. You acknowledge that the Subscription Service is hosted by our data center partners (Amazon Web Services) who maintain independently validated security programs (including SOC 2 and ISO 27001) and that our systems are regularly tested by independent third–party penetration testing firms. Upon request, we will supply (on a confidential basis) a summary copy of its penetration testing report(s) to you so that you can verify our compliance with this DPA. Further, at your written request, we will provide written responses (on a confidential basis) to all reasonable requests for information made by you necessary to confirm our compliance with this DPA, provided that you will not exercise this right more than once per calendar year unless you have reasonable grounds to suspect non-compliance with the DPA.

The ‘Additional Provisions for California Personal Information’ section of the DPA will apply only with respect to California Personal Information.

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

The parties agree that we will Process California Personal Information as a Service Provider strictly for the purpose of performing the Subscription Services and Consulting Services under the Agreement (the “Business Purpose”) or as otherwise permitted or required by the CCPA and CPRA.

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

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

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

This DPA will be governed by and construed in accordance with the venue requirements of the Master Terms, unless required otherwise by Data Protection Laws.

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

The legal entity agreeing to this DPA as Customer represents that it is authorized to agree to and enter into this DPA for and on behalf of itself and, as applicable, each of its Permitted Affiliates.

The parties agree that (i) solely the Customer entity that is the contracting party to the Agreement will exercise any right or seek any remedy any Permitted Affiliate may have under this DPA on behalf of its Affiliates, and (ii) the Customer entity that is the contracting party to the Agreement will exercise any such rights under this DPA not separately for each Permitted Affiliate individually but in a combined manner for itself and all of its Permitted Affiliates together. The Customer entity that is the contracting entity is responsible for coordinating all Instructions, authorizations and communications with us under the DPA and will be entitled to make and receive any communications related to this DPA on behalf of its Permitted Affiliates.

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

Processor and Controller, by and on behalf of their affiliates, as applicable.

The Customer, as defined in the Spectiv Customer Terms of Service (on behalf of itself and Permitted Affiliates), sometimes called the Data Controller, or just Controller

The Customer’s address, as set out in the Order Form

The Customer’s contact details, as set out in the Order Form and/or as set out in the Customer’s Spectiv Account

Processing of Personal Data in connection with Customer’s use of the Spectiv Subscription Services under the Spectiv Customer Terms of Service

Controller

Spectiv, sometimes called the Data Processor, or just Processor

815 W. 450 S., Springville, Utah, USA

Matthew Wride, Data Protection Officer, Spectiv, 815 W. 450 S., Springville, Utah, USA

Processing of Personal Data in connection with Customer’s use of the Spectiv Subscription Services under the Spectiv Customer Terms of Service

Processor

Personal Data provided to Processor via the Services by (or at the direction of) Controller or Controller’s end users, including but not limited to the following:

• Employee Name, Employee ID, Employee Tenure (including hire date), Employee Position Employee Email Address, Employee Work Location, Employee Department, Employee Gender (“Employee Demographics”) 
• Employee Responses to Survey Questions (“Employee Responses”) 
• Employee Response and Employee Demographics for following Locations and Functions

Human Resources Data, including gender and other information contained in the Employee Demographics.

The Personal Data transferred may be subject to the following basic processing activities:

• Loading of Employee Demographics into Software to Facilitate Survey Administration 
• Survey Administration 
• Organization and Tabulation of Survey Results 
• Organization of the Personal Data for Data Analytics 
• Customer and Technical Support

The period for which personal data will be retained is as outlined in the Order or Master Terms. The purpose for the data transfer and processing is the gathering, tabulation, and organization of employee sentiment data and employee demographic data. The frequency and duration of data gathering is as described in the Order or Master Terms.

Categories of Data Subjects whose Personal Data is Transferred 

• You may submit Personal Data in the course of using the Subscription Service, the extent of which is determined and controlled by you in your sole discretion, and which may include, but is not limited to Personal Data relating to the following categories of Data Subjects: 
  • Your Contacts and other end users including your employees, contractors, collaborators, customers, prospects, suppliers and subcontractors. Data Subjects may also include individuals attempting to communicate with or transfer Personal Data to your end users. 

Categories of Personal Data Transferred 

• You may submit Personal Data to the Subscription Service, the extent of which is determined and controlled by you in your sole discretion, and which may include but is not limited to the following categories of Personal Data: 
  • Contact Information (as defined in the Master Terms). 
  • Any other Personal Data submitted by, sent to, or received by you, or your end users, via the Subscription Service. 

Continuous

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

• Storage and other Processing necessary to provide, maintain and improve the Subscription Services provided to you; and/or 
• Disclosure in accordance with the Agreement (including this DPA) and/or as compelled by applicable laws.

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

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

For the purposes of the Standard Contractual Clauses, the supervisory authority that shall act as competent supervisory authority is either (i) where Customer is established in an EU Member State, the supervisory authority responsible for ensuring Customer’s compliance with the GDPR; (ii) where Customer is not established in an EU Member State but falls within the extra-territorial scope of the GDPR and has appointed a representative, the supervisory authority of the EU Member State in which Customer’s representative is established; or (iii) where Customer is not established in an EU Member State but falls within the extra-territorial scope of the GDPR without having to appoint a representative, the supervisory authority of the EU Member State in which the Data Subjects are predominantly located. In relation to Personal Data that is subject to the UK GDPR or Swiss DPA, the competent supervisory authority is the UK Information Commissioner or the Swiss Federal Data Protection and Information Commissioner (as applicable).

Processor will implement and maintain the security measures set out in the Master Terms the DPA and this Annex 2 (“Security Measures”). Processor may update or modify such Security Measures from time to time provided that such updates and modifications do not result in the degradation of the overall security of the Services.

Processor will maintain policies and procedures designed to secure Personal Data processed on behalf of Controller against accidental or unlawful access or disclosure and identify and minimize reasonably foreseeable internal security risks, including the following measures discussed below.

• Access to Processor’s facilities and applications are granted to employees and contractors who have a legitimate business need for such access privileges. 
• Access to Processor’s Platform (the “System”)  requires  a  unique  identification  (“ID”)  to  establish accountability with user logins. 
• Administrator access is restricted to authorized system and security administrators. 
• New user access to production is granted in accordance with the access control policy. 
• Additional access requires CTO approval. 
• Access to critical systems and applications requires user IDs with passwords or public key authentication. 
• Physical access controls for data centers and servers include key cards and biometric scanners, perimeter and interior IP-DVR, in-house staffing and mantrap and perimeter fencing. 
• Access reviews are performed quarterly for physical access to the co-located data centers. 

• Policy and procedures for processes, such as reporting operational failures, incidents, System problems, concerns, and user complaints (and the process for doing so), are made available to users. 
• System capacity is reviewed periodically, and action items are defined for capacity issues. 
• Data, transactions, and programs are backed up at a server level regularly.  
• Processor monitors a variety of communication channels for security incidents, and Processor’s security personnel will react promptly to known incidents. 
• Processor performs and/or contracts with third parties to perform vulnerability scans at least monthly and penetration testing annually.  
• Antivirus and malware software is installed on workstations and laptops for users with access to production systems. 
• Processor has security policies that are approved by management at least annually. 
• Data transmission is encrypted via Transport Layer Security (“TLS”).  
• Access to the internal administrator tool is controlled via VPN. Other access requires physical presence onsite or VPN access, with multi-factor authentication.  
• Vendor systems are subject to review annually as part of the vendor risk management process, including reviewing independent third- party reports. 
• Business continuity and disaster recovery plans, including restoration of backups, have been developed and are reviewed annually. The System is configured to provide failover capabilities to permit the resumption of critical operations. 

• Processor has formal organizational structures and defined roles. The security management plan includes an information security function and committee aligned within Processor, with defined structure and responsibilities. 
• Processor has defined job descriptions for personnel responsible for designing, developing, implementing, operating, monitoring, and maintaining the System. 
• When the need arises, background or verification checks are performed on personnel (employees and contractors) when appropriate and permitted by local laws. 
• Personnel are required to read and accept the code of conduct and the statement of confidentiality during the onboarding process.  
• Trainings are conducted upon hire for all personnel.