Effective January 26, 2026

This Data Processing Agreement (this “DPA”) forms part of, and is incorporated into, the Terms of Use (the “Agreement”) between Tone Pay, Inc. (“Tone,” “we,” “us,” “our”) and the Client entity that is a party to the Agreement (“Client” or “you”). We may update this DPA from time to time, and we will provide reasonable notice of any such updates. Any terms not defined in this DPA shall have the meaning set forth in the Agreement. Tone and Client are each referred to as a “Party” and collectively as the “Parties.”

1. Definitions.The following definitions apply in this DPA:
   1. “Affiliate” means in relation to a Party, any entity which (directly or indirectly) controls, is controlled by and/or under common control with that Party;
   2. “Account Data” means Personal Data that relates to Tone’s relationship with Client, including the names or contact information of individuals authorized by Client to access Client’s account and the billing information of individuals that Client has associated with its account. Account Data also includes any data Tone may need to collect for the purpose of managing its relationship with Client, for identity verification purposes, or as otherwise required by applicable laws and regulations;
   3. “Applicable Privacy Laws” means any applicable laws and regulations in any relevant jurisdiction relating to the use or Processing of Personal Data including, without limitation: (i) the General Data Protection Regulation (Regulation (EU) 2016/679) (“EU GDPR”) and the EU GDPR as it forms part of the laws of England and Wales by virtue of section 3 of the European Union (Withdrawal) Act 2018 (the “UK GDPR”) (together, collectively, the “GDPR”), (ii) the Swiss Federal Act on Data Protection; (iii) the UK Data Protection Act 2018; (iv) the Privacy and Electronic Communications (EC Directive) Regulations 2003; and (v) the Australian Privacy Act 1988 (Cth); in each case as updated, amended or replaced from time to time;
   4. “Personal Data” means any information (i) relating to an identified or identifiable natural person, or (ii) defined as “personally identifiable information,” “personal information,” “personal data” or equivalent terms under Applicable Privacy Laws;
   5. “Personal Data Breach” means any accidental, unauthorized, or unlawful destruction, loss, alteration, or disclosure of, or access to, Client Personal Data;
   6. “Privacy Authority” means the relevant supervisory authority with responsibility for privacy or data protection matters in the jurisdiction of Client;
   7. “Process,” “Processing,” or “Processed” means any operation or set of operations which is performed upon Client Personal Data whether or not by automatic means, including collecting, recording, organizing, storing, adapting or altering, retrieving, consulting, using, disclosing, making available, aligning, combining, blocking, erasing and destroying Client Personal Data;
   8. “Restricted Transfer” means, as applicable, (i) the transfer of Client Personal Data, which is processed in accordance with the EU GDPR, from Client to Tone outside of the European Economic Area (the “EEA”), and such transfer is not governed by an adequacy decision made by the European Commission in accordance with the relevant provisions of the EU GDPR, or (ii) the transfer of Personal Data, which is processed in accordance with the UK GDPR and the Data Protection Act 2018, from Client to Tone outside of the United Kingdom (the “UK”), and such transfer is not governed by an adequacy decision made by the Secretary of State in accordance with the relevant provisions of the UK GDPR and the Data Protection Act 2018;
   9. “Services” means the services provided by Tone that include the Processing of Personal Data as described in the Agreement;
   10. “Standard Contractual Clauses” means, for transfers between the Economic European Area and the United States: the standard contractual clauses for the transfer of personal data to third countries pursuant to the GDPR approved by the European Commission Implementing Decision (EU) 2021/914 of 4 June 2021 (as amended and updated from time to time);
   11. “UK Addendum” means the International Data Transfer Addendum approved by the Information Commissioner’s Office;
   12. “Usage Data” means Service usage data collected and processed by Tone in connection with the provision of the Services, including without limitation data used to identify the source and destination of a communication, activity logs, and data used to optimize and maintain performance of the Services, and to investigate and prevent system abuse.
2. Role of the Parties.
   1. The Parties shall each Process Client Personal Data. The Parties acknowledge that the factual arrangements between them dictate the classification of each Party in respect of Applicable Privacy Laws. Notwithstanding the foregoing, and except with respect to Account Data and Usage Data, the Parties anticipate that during the term of the Agreement, Client shall act as the Controller of the Client Personal Data and Tone shall act as the Processor of Client Personal Data.
   2. Client shall, in its use of the Services and provision of instructions, comply with Applicable Privacy Laws and Process Client Personal Data in accordance with the requirements of Applicable Privacy Laws. Client shall ensure that the Processing of Personal Data in accordance with Client’s instructions will not cause Tone to be in breach of Applicable Privacy Laws. Client is solely responsible for the accuracy, quality, and legality of (i) the Personal Data provided to Tone by or on behalf of Client, (ii) the means by which Client acquired any such Personal Data, and (iii) the instructions it provides to Tone regarding the Processing of such Personal Data. Client shall not provide or make available to Tone any Personal Data in violation of this DPA or otherwise inappropriate for the nature of the Services, and shall indemnify Tone from all claims and losses in connection therewith.
3. Processing Requirements.
   1. Tone shall Process Client Personal Data only on written instructions from Client, unless required to do otherwise by applicable law, in which case, Tone shall, unless legally prohibited from doing so, inform Client of such legal requirement. The Parties acknowledge and agree that the Agreement and this DPA constitute Client’s written instructions to Tone with respect to the Processing of Client Personal Data. Notwithstanding the provisions of this DPA, Tone may disclose Personal Data as permitted or required by applicable law or by proper legal or governmental authority.
   2. Tone shall comply with Applicable Privacy Laws in connection with its Processing of Client Personal Data.
   3. Tone shall assist Client, at Client’s expense, with the fulfillment of Client’s obligation to respond to requests for exercising individuals’ rights under Applicable Privacy Laws together with Client’s obligations regarding data security, notification by Client of Personal Data Breaches to the applicable Privacy Authority, communication by Client of Personal Data Breaches to the affected individuals, data protection impact assessments, and prior consultation with the applicable Privacy Authority.
   4. Notwithstanding anything to the contrary herein, nothing in this DPA prohibits Tone from collecting, analyzing, and using aggregated, de-identified, and/or anonymized Client Personal Data or information derived from Client’s use of the Services for Tone’s own purposes, including without limitation to develop modifications, improvements, and enhancements of the Services.
4. Confidentiality.Tone shall ensure that persons authorized by it to Process Client Personal Data are subject to appropriate obligations of confidentiality. Client agrees that Tone may disclose Personal Data to its advisers, auditors or other third parties as reasonably required in connection with the performance of its obligations under this DPA, the Agreement, or the provision of Services to Client.
5. Processing and Storage Locations.
   1. Client acknowledges and agrees that Tone may Process Personal Data in the United States.
   2. The Parties shall ensure that any Restricted Transfer is made in accordance with Applicable Privacy Laws. Without limiting the foregoing, the Parties agree that:
      1. EEA Personal Data: Restricted Transfers of Personal Data that is subject the EU GDPR are made pursuant to the Standard Contractual Clauses, which are deemed entered into (and incorporated into this DPA by this reference) and completed as follows:
         1. Applicable Modules:
            1. Module One (Controller to Controller) of the Standard Contractual Clauses apply when Tone is Processing Personal Data as a controller pursuant to Section 10 of this DPA;
            2. Module Two (Controller to Processor) of the Standard Contractual Clauses apply when Client is a controller and Tone is Processing Personal Data for Client as a processor pursuant to Section 2 of this DPA.
         2. For each module, where applicable, the following applies:
            1. The optional docking clause in Clause 7 does not apply;
            2. In Clause 9, Option 2 (general written authorization) applies, and the minimum time period for prior notice of sub-processor changes shall be as set forth in Section 6(a) of this DPA;
            3. In Clause 11, the optional language does not apply;
            4. In Clause 17 (Option 1) the Standard Contractual Clauses will be governed by Irish law;
            5. In Clause 18(b), disputes will be resolved before the courts of Ireland;
            6. Attachment I to this DPA contains the information required in Annexes I, II, and III of the Standard Contractual Clauses;
            7. By entering into this DPA, the Parties are deemed to have signed the Standard Contractual Clauses incorporated herein, including their Annexes.
         3. UK Personal Data: Restricted Transfers of Personal Data that is subject to the UK GDPR and the Data Protection Act 2018 are made pursuant to the UK Addendum set forth in Attachment II to this DPA;
         4. Swiss Personal Data: Restricted Transfers of Personal Data that is subject to the Swiss Federal Act on Data Protection are made pursuant to the Standard Contractual Clauses incorporated into to this DPA with the following modifications:
            1. The terms “General Data Protection Regulation” and “Regulation (EU) 2016/679” as utilized in the Standard Contractual Clauses shall be interpreted to include the Federal Act on Data Protection of 19 June 1992, as revised as of 25 September 2020 (the “FADP”) with respect to data transfers subject to the FADP.
            2. Clause 13 of the Standard Contractual Clauses is modified to provide that the Federal Data Protection and Information Commissioner (“FDPIC”) of Switzerland shall have authority over data transfers governed by the FADP and the appropriate EU Supervisory Authority shall have authority over data transfers governed by the EU GDPR. Subject to the foregoing, all other requirements of Clause 13 shall be observed.
            3. The term “EU Member State” as utilized in the Standard Contractual Clauses shall not be interpreted in such a way as to exclude data subjects in Switzerland from exercising their rights in their place of habitual residence in accordance with Clause 18© of the Standard Contractual Clauses.
6. Security of Personal Data.Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of the Processing as well as the risk of varying likelihood and severity for the rights and freedoms of individuals, Tone shall implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk and take steps to ensure that any individuals acting under its authority who have access to Client Personal Data do not Process them except on instructions from Client, unless he or she is required to do so by applicable law.
7. Sub-Processors.
   1. Client hereby provides its authorization for Tone to engage sub-processors to carry out Processing activities on behalf of Client. Tone shall inform Client of any intended changes concerning the addition or replacement of such sub-processors at least ten (10) days before allowing such sub-processor to Process Client Personal Data and give Client the opportunity to object to such changes.
   2. Where Tone engages a sub-processor for carrying out specific Processing activities on behalf of Client, materially equivalent data protection obligations as set out herein shall be imposed on that sub-processor. Where that sub-processor fails to fulfill its data protection obligations, Tone shall remain fully liable to Client, for the performance of that sub-processor’s obligations, subject to the limitations and exclusions of liability set out in the Agreement.
   3. Client acknowledges and agrees that Tone is authorized to subcontract and outsource Processing of Personal Data to the parties listed in Attachment I, Annex III.
8. Breach Notification.
   1. Unless otherwise prohibited by applicable law, Tone shall notify Client without undue delay after becoming aware of a Personal Data Breach and provide sufficient information (to the extent that such information is known or available to Tone) and cooperation to Client to enable Client to comply with its obligations under Applicable Privacy Laws. Additionally, Tone shall take such steps as Tone in its sole discretion deems necessary and reasonable to remediate such breach (to the extent that remediation is within Tone’s reasonable control).
   2. The obligations described in Section 7(a) shall not apply in the event that a Personal Data Breach results from the actions or omissions of Client. Tone’s obligation to report or respond to a Personal Data Breach under Section 7(a) shall not be construed as an acknowledgement by Tone of any fault or liability with respect to the Personal Data Breach.
9. Audit Rights.Upon Client’s written request at reasonable intervals, and subject to reasonable confidentiality controls, Tone shall, either (i) make available for Client’s review copies of certifications or reports demonstrating Tone’s compliance with prevailing data security standards applicable to the Processing of Client’s Personal Data, or (ii) if the provision of reports or certifications pursuant to (i) is not reasonably sufficient under Applicable Privacy Laws, allow Client’s independent third party representative to conduct an audit or inspection of Tone’s data security infrastructure and procedures that is sufficient to demonstrate Tone’s compliance with its obligations under Applicable Privacy Laws, provided that (a) Client provides reasonable prior written notice of any such request for an audit and such inspection shall not be unreasonably disruptive to Tone’s business, (b) such audit shall only be performed during business hours and occur no more than once per calendar year, and © such audit shall be restricted to data relevant to Client. Client shall be responsible for the costs of any such audits or inspections, including without limitation a reimbursement to Tone for any time expended for on-site audits. If the Parties have entered into the Standard Contractual Clauses described in Section 4 (Processing and Storage Locations), the Parties agree that the audits described in Clause 8.9 of the Standard Contractual Clauses shall be carried out in accordance with this Section 8.
10. Deletion of Personal Data.Tone shall, following completion of the Services, at Client’s choice, delete or return all Client Personal Data, unless further storage of such Personal Data is required or authorized by applicable law. If return or destruction is impracticable or prohibited by law, rule or regulation, Tone shall take measures to block such Personal Data from any further Processing (except to the extent necessary for its continued hosting or Processing required by law, rule or regulation) and shall continue to appropriately protect the Personal Data remaining in its possession, custody or control.
11. Tone’s Role as a Controller.The Parties acknowledge and agree that with respect to Account Data and Usage Data, Tone is an independent controller, not a joint controller with Client. Tone will Process Account Data and Usage Data as a controller (i) to manage the relationship with Client; (ii) to carry out Tone’s core business operations, such as accounting, audits, tax preparation and filing, and for compliance purposes; (iii) to monitor, investigate, prevent and detect fraud, security incidents and other misuse of the Services, and to prevent harm to Client; (iv) for identity verification purposes; (v) to comply with legal or regulatory obligations applicable to the Processing and retention of Personal Data to which Tone is subject; and (vi) as otherwise permitted under Applicable Privacy Laws and in accordance with this DPA and the Agreement. Tone may also Process Usage Data as a controller to provide, optimize, and maintain the Services, to the extent permitted by Applicable Privacy Laws. Any Processing by Tone as a controller shall be in accordance with Tone’s privacy policy set forth at https://tone.is/privacy-policy/.
12. Term.This DPA shall commence on the effective date of the Agreement above and shall continue in full force and effect until the later of (a) the termination of expiration of the Agreement, or (b) completion of the last of the Services to be performed pursuant to the Agreement.
13. Severability.Should any provision of this DPA be deemed invalid or unenforceable, then the remainder of the DPA shall remain valid and in force. The invalid or unenforceable provision(s) shall be either: (i) amended as necessary to ensure its validity and enforceability, while preserving the Parties’ intentions as closely as possible or, if that is not possible, (ii) construed in a manner as if the invalid or unenforceable part had never been contained herein.
14. Conflict. In the event of any conflict or inconsistency among the following documents, the order of precedence will be: (1) the applicable terms in the Standard Contractual Clauses or UK Addendum; (ii) the terms of this DPA; (iii) the Agreement; and (iv) Tone’s Privacy Policy. Any claims brought in connection with this DPA will be subject to the terms and conditions, including, but not limited to, the exclusions and limitations of liability set forth in the Agreement.
15. Governing Law.This DPA shall be governed by and construed in accordance with the laws of the State of California in the United States, unless required otherwise by Applicable Privacy Laws. and shall be subject to the exclusive jurisdiction of the courts of the city and county of Los Angeles, California, United States.

Attachment I

ANNEX I

A. LIST OF PARTIES

Data exporter(s):

Names and Addresses:

Name:The Client, as set out in the Order Form

Address:The Client’s address, as set out in the Order Form.

Contact person’s name, position, and contact details:

The Client’s contact details, as set out in the Order Form.

Activities relevant to the data transferred under these Clauses: Described in Annex I.B.

Role (controller/processor): Controller

Data importer(s):

Name: Tone Pay, Inc.

Address: 8605 Santa Monica Blvd PMB 999649, West Hollywood, CA 90067-4109, United States of America

Contact person: Brad Bennett
[email protected]
(424) 722-8663
Chief Technology Officer

Activities relevant to the data transferred under these Clauses: Described in Annex I.B

Role (controller/processor): Processor

B. DESCRIPTION OF TRANSFER

Categories of data subjects whose personal data is transferred:

Client’s users and Client Payees.

Categories of personal data transferred:

• First name, last name, email address, phone number, mailing address, billing address, date of birth, government-issued identifiers, name of user or Payee’s company or employer and job title, and payment details, (such as bank account number).

Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialised training), keeping a record of access to the data, restrictions for onward transfers or additional security measures: None.

The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis): Continuous.

Nature of the processing: The nature of processing includes, without limitation:

• Receiving data, including collection, accessing, retrieval, recording, and data entry
• Holding data, including storage, organization and structuring
• Using data, including analysis, consultation, and testing
• Updating data, including correcting, adaptation, alteration, alignment and combination
• Protecting data, including restricting, encrypting, and security testing
• Sharing data, including disclosure, dissemination, allowing access or otherwise making available
• Returning data to the Data Exporter or Data Subject
• Erasing data, including destruction and deletion

Purpose(s) of the data transfer and further processing: Tone will Process Client’s Personal Data as necessary to provide the Services under the Agreement, for the purposes specified in the Agreement and this DPA, and in accordance with Client’s instructions as set forth in the Agreement and this DPA.

The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period: Tone will Process Client’s Personal Data for as long as required (i) to provide the Services to Client under the Agreement; (ii) for Tone’s legitimate business needs; or (iii) by applicable law or regulation. Account Data and Usage Data will be Processed and stored as set forth in Tone’s Privacy Policy.

For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing: As described in Annex I.B.

C. COMPETENT SUPERVISORY AUTHORITY

The supervisory authority shall be the supervisory authority of the Data Exporter, as determined in accordance with Clause 13 of the Standard Contractual Clauses.

ANNEX II – TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA

Security Programs and Policies

Tone’s comprehensive security program outlines the company’s approach to managing and enforcing security through various controls. Key components of this program include:

• Documented Policies: Policies are formally approved, published internally, communicated to relevant personnel, and reviewed at least annually. These cover areas such as acceptable computer use, data classification, cryptographic controls, access control, removable media, and remote access, as applicable.
• Assigned Responsibilities: Clear, documented assignment of responsibility and authority for all security program activities.
• Regular Testing: Key controls, systems, and procedures are tested regularly. In addition to the security program, Tone maintains a separate Privacy Program with associated policies governing the collection, use, and sharing of Personal Data.

Asset Management

Tone has an established asset management program to ensure that all hardware and software assets are appropriately classified and controlled throughout their entire life cycle.

Personnel Education and Controls:

• Personnel Acknowledgement and Responsibilities: All Tone employees and independent contractors (“Personnel”) who may access data, including those who Process Personal Data, are required to acknowledge and comply with Tone’s data security and privacy policies.
• Security Measures for Personnel: Tone implements several measures, either directly or through a third party, to ensure the security and privacy awareness of its Personnel:
  • Pre-Employment Vetting: Background checks and screening are conducted prior to employment.
  • Training: Personnel receive regular security and privacy training.
  • Access Management on Role Change/Termination: Upon termination or a relevant role change, Tone promptly revokes or updates Personnel access rights and requires the return or destruction of any Personal Data.
  • Authentication Tone verifies the identity of each member of the Personnel using appropriate authentication credentials, such as strong passwords, two-factor authentication (2FA), and/or token devices.
• Training and Awareness: Tone requires all employees to complete annual Security and Privacy awareness training. This mandatory training covers Tone’s policies and practices regarding data security and confidentiality.

Network and Operations Management

• Security Measures and Protocols: Tone implements detailed policies and procedures governing network and operations management. These protocols cover critical areas, including:
  • System hardening
  • Change control
  • Segregation of duties
  • Separation of development and production environments
  • Technical architecture management
  • Network security and segregation
  • Data protection (in transit and at rest)
  • Data integrity
  • Encryption
  • Audit logs
• Vulnerability Management: Tone proactively assesses its systems and applications, including those that handle Personal Data, by conducting periodic vulnerability assessments and penetration testing. Identified vulnerabilities are managed and resolved according to Tone’s Vulnerability Management Standard.

Technical Access Controls

Access control: Tone implements measures to prevent data processing systems from being used by unauthorized persons, including the following measures:

• user identification and authentication procedures;
• ID/password security procedures, including MFA;
• automatic blocking (e.g., password or timeout); and
• break-in-attempt monitoring.

Data access control: Tone implements measures to ensure that persons entitled to use a data processing system gain access only to the Personal Data allowed for their access rights, and that Personal Data cannot be read, copied, modified or deleted without authorization, including:

• internal policies and procedures;
• control authorization schemes;
• differentiated access rights (profiles, roles, actions and objects);
• access monitoring and logging;
• access reports;
• access procedure;
• change procedure; and
• deletion procedure.

Physical access controls: Tone relies on reputable third-party service providers for its production infrastructure hosting. These providers are responsible for managing physical access controls at their data center facilities.

To prevent unauthorized physical access to the systems where Personal Data is Processed (including databases, application servers, and related hardware), Tone’s service providers implement a comprehensive set of measures, which include:

• A physical access control system and program at Tone premises.
• A 24×7 Global Security Operation Center for monitoring physical security systems.
• Security video and alarm systems.
• Defined access control roles and area zones.
• Access control audit measures.
• An electronic tracking and management program for keys.
• An access authorization process for both employees and third parties.
• Door locking mechanisms (e.g., electrified locks).
• Trained, uniformed security staff.

Tone routinely reviews third-party audit reports to ensure that its service providers maintain appropriate physical access controls for the managed data centers.

Availability Controls: Tone maintains the timely availability and accessibility of Personal Data following a physical or technical incident through several recovery and redundancy measures. These include:

• A comprehensive disaster recovery plan.
• Regular backup procedures.
• Database replication.
• Hardware redundancy.

Disclosure Controls: Tone employs security measures to safeguard Personal Data against unauthorized access, modification, copying, or deletion during its electronic transmission, transport, and storage (both manual and electronic). These measures include logging, transport security, and encryption, which also allow for the verification and tracking of which companies or legal entities receive disclosures of Personal Data.

Entry Controls: Tone implements measures to monitor whether data have been entered, changed or removed (deleted), and by whom, from data processing systems, including logging and reporting systems, and audit trails and documentation.

Encryption: Tone applies data encryption mechanisms at multiple points in Tone’s service to mitigate the risk of unauthorized access to Tone data at rest and in transit. Access to Tone cryptographic key materials is restricted to a limited number of authorized Personnel. Encryption in transit. To protect data in transit, Tone requires all inbound and outbound data connections to be encrypted using the TLS 1.2 protocol. For data traversing Tone’s internal production networks, Tone uses TLS to encrypt connections between production systems. Encryption at rest. To protect data at rest, Tone uses industry standard encryption (AES-256) to encrypt all production data stored in server infrastructure.

System Configuration: Tone employs robust measures to maintain system and security configuration integrity. Infrastructure and system configurations are managed as code and deployed using automation tools. This configuration code adheres to Tone’s strict change control processes, which mandate formal code reviews and approvals before any release to the production environment.

Data Portability: The Tone API enables Users to programmatically access their data.

Data Retention and Deletion: Tone implements and maintains data retention policies and procedures related to Personal Data and reviews these policies and procedures as appropriate.

ANNEX III – List of Subprocessors

Client has authorized Tone to use the following sub-processors:

1. Name: Amazon Web Services
   Address: 440 Terry Ave N, Seattle, WA 98109.
   Contact person’s name, position and contact details: No designated representative
   Description of processing: Hosting & Infrastructure

2. Name: Fly.io
   Address: 2261 Market Street, Suite 4990, San Francisco, CA 94114, United States
   Contact person’s name, position and contact details: No designated representative
   Description of processing: Hosting & Infrastructure

3. Name: Google
   Address: 1600 Amphitheatre Parkway Mountain View, CA 94043, USA
   Contact person’s name, position and contact details: No designated representative
   Description of processing: Analytics, Email, Storage services

4. Name: Slack
   Address: Salesforce Tower, 415 Mission St, San Francisco, United States
   Contact person’s name, position and contact details: No designated representative
   Description of processing: Cloud-based Team Chat Services

5. Name: Airwallex
   Address: 2 Embarcadero Center, 7th Floor, San Francisco, CA 94111
   Contact person’s name, position and contact details: Scott Stoffa, Senior Enterprise Manager, [email protected]
   Description of processing: Payment Processing

6. Name: LogRocket
   Address: 87 Summer St, Boston, Massachusetts 02110, US
   Contact person’s name, position and contact details: No designated representative
   Description of processing: Frontend UX Monitoring

7. Name: OpenAI
   Address: 1455 3rd Street, San Francisco, California, U.S.
   Contact person’s name, position and contact details: No designated representative
   Description of processing: Automated Data Processing, Content Generation, and Analysis

8. Name: Plaid
   Address: Plaid Inc. Attn: Legal, PO Box 7775 #35278, San Francisco, California 94120-7775
   Contact person’s name, position and contact details: No designated representative
   Description of processing: KYC platform and Data Connectivity

9. Name: Filestack
   Address: 4001 W. Parmer Lane, Suite 125, Austin, TX 78727
   Contact person’s name, position and contact details: No designated representative
   Description of processing: Secure File Uploading and Transformation

10. Name: Mandrill/Mailchimp
    Address: 405 N Angier Ave. NE Atlanta, GA 30308
    Contact person’s name, position and contact details: No designated representative
    Description of processing: Email Delivery and Status Tracking

11. Name: Trolley
    Address: 201 Spear Street, Suite 1100, San Francisco, CA, 94105
    Contact person’s name, position and contact details: Tom Harington, Account Executive, [email protected]
    Description of processing: Payment Processing

ATTACHMENT II

International Data Transfer Addendum to the E.U. Commission Standard Contractual Clauses

This agreement is effective as of the Effective Date of the Agreement.

1. The Client, as set out in the Order Form and its Affiliates (collectively “Exporter”).
2. Tone Pay, Inc. (“Importer”).

BACKGROUND

This Addendum has been issued by the Information Commissioner for Parties making Restricted Transfers. The Information Commissioner considers that it provides Appropriate Safeguards for Restricted Transfers when it is entered into as a legally binding contract.

AGREED TERMS

Part 1: Tables

Table 1: Parties

Table 2: Selected SCCs, Modules and Selected Clauses

Table 3: Appendix Information

“Appendix Information” means the information which must be provided for the selected modules as set out in the Appendix of the Approved EU SCCs (other than the Parties), and which for this Addendum is set out in:

Table 4: Ending this Addendum when the Approved Addendum changes

Part 2 Mandatory Clauses

Entering into this UK Addendum:

1. Each party agrees to be bound by the terms and conditions set out in this UK Addendum, in exchange for the other party also agreeing to be bound by this UK Addendum.
2. Although Annex 1A and Clause 7 of the Approved EU SCCs require signature by the Parties, for the purpose of making ex-UK Transfers, the Parties may enter into this UK Addendum in any way that makes them legally binding on the Parties and allows data subjects to enforce their rights as set out in this UK Addendum. Entering into this UK Addendum will have the same effect as signing the Approved EU SCCs and any part of the Approved EU SCCs.

Interpretation of this UK Addendum

3. Where this UK Addendum uses terms that are defined in the Approved EU SCCs those terms shall have the same meaning as in the Approved EU SCCs. In addition, the following terms have the following meanings:

4. The UK Addendum must always be interpreted in a manner that is consistent with UK Data Protection Laws and so that it fulfils the Parties’ obligation to provide the Appropriate Safeguards.
5. If the provisions included in the UK Addendum amend the Approved EU SCCs in any way which is not permitted under the Approved EU SCCs or the Approved UK Addendum, such amendment(s) will not be incorporated in the UK Addendum and the equivalent provision of the Approved EU SCCs will take their place.
6. If there is any inconsistency or conflict between UK Data Protection Laws and the UK Addendum, UK Data Protection Laws applies.
7. If the meaning of the UK Addendum is unclear or there is more than one meaning, the meaning which most closely aligns with UK Data Protection Laws applies.
8. Any references to legislation (or specific provisions of legislation) means that legislation (or specific provision) as it may change over time. This includes where that legislation (or specific provision) has been consolidated, re-enacted and/or replaced after the UK Addendum has been entered into.

Hierarchy

9. Although Clause 5 of the Approved EU SCCs sets out that the Approved EU SCCs prevail over all related agreements between the parties, the parties agree that, for ex-UK Transfers, the hierarchy in Section 10 below will prevail.
10. Where there is any inconsistency or conflict between the Approved UK Addendum and the EU SCCs (as applicable), the Approved UK Addendum overrides the EU SCCs, except where (and in so far as) the inconsistent or conflicting terms of the EU SCCs provides greater protection for data subjects, in which case those terms will override the Approved UK Addendum.
11. Where this UK Addendum incorporates EU SCCs which have been entered into to protect ex-EU Transfers subject to the GDPR, then the parties acknowledge that nothing in the UK Addendum impacts those EU SCCs.

Incorporation and Changes to the EU SCCs:

12. This UK Addendum incorporates the EU SCCs which are amended to the extent necessary so that:
    
    1. together they operate for data transfers made by the data exporter to the data importer, to the extent that UK Data Protection Laws apply to the data exporter’s processing when making that data transfer, and they provide Appropriate Safeguards for those data transfers.
    2. Sections 9 to 11 above override Clause 5 (Hierarchy) of the EU SCCs; andThis UK Addendum incorporates the EU SCCs which are amended to the extent necessary so that:
    3. the UK Addendum (including the EU SCCs incorporated into it) is (1) governed by the laws of England and Wales and (2) any dispute arising from it is resolved by the courts of England and Wales.
13. Unless the parties have agreed alternative amendments which meet the requirements of Section 12 of this UK Addendum, the provisions of Section 15 of this UK Addendum will apply.
14. No amendments to the Approved EU SCCs other than to meet the requirements of Section 12 of this UK Addendum may be made.
15. The following amendments to the EU SCCs (for the purpose of Section 12 of this UK Addendum) are made:
    
    1. References to the “Clauses” means this UK Addendum, incorporating the EU SCCs;
    2. In Clause 2, delete the words: “and, with respect to data transfers from controllers to processors and/or processors to processors, standard contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679”,
    3. Clause 6 (Description of the transfer(s)) is replaced with: “The details of the transfers(s) and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred) are those specified in Annex I.B where UK Data Protection Laws apply to the data exporter’s processing when making that transfer.”;
    4. Clause 8.7(i) of Module 1 is replaced with: “it is to a country benefitting from adequacy regulations pursuant to Section 17A of the UK GDPR that covers the onward transfer”;
    5. Clause 8.8(i) of Modules 2 and 3 is replaced with: “the onward transfer is to a country benefitting from adequacy regulations pursuant to Section 17A of the UK GDPR that covers the onward transfer;”
    6. References to “Regulation (EU) 2016/679”, “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 (General Data Protection Regulation)” and “that Regulation” are all replaced by “UK Data Protection Laws”. References to specific Article(s) of “Regulation (EU) 2016/679” are replaced with the equivalent Article or Section of UK Data Protection Laws;
    7. References to Regulation (EU) 2018/1725 are removed;
    8. References to the “European Union”, “Union”, “EU”, “EU Member State”, “Member State” and “EU or Member State” are all replaced with the “UK”;
    9. The reference to “Clause 12©(i)” at Clause 10(b)(i) of Module one, is replaced with “Clause 11©(i)”;
    10. Clause 13(a) and Part C of Annex I are not used;
    11. The “competent supervisory authority” and “supervisory authority” are both replaced with the “Information Commissioner”;
    12. In Clause 16(e), subsection (i) is replaced with: “the Secretary of State makes regulations pursuant to Section 17A of the Data Protection Act 2018 that cover the transfer of personal data to which these clauses apply;”;
    13. Clause 17 is replaced with: “These Clauses are governed by the laws of England and Wales.”;
    14. Clause 18 is replaced with: “Any dispute arising from these Clauses shall be resolved by the courts of England and Wales. A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of any country in the UK. The parties agree to submit themselves to the jurisdiction of such courts.”; and
    15. The footnotes to the Approved EU SCCs do not form part of the UK Addendum, except for footnotes 8, 9, 10 and 11.

Amendments to the UK Addendum

16. The parties may agree to change Clauses 17 and/or 18 of the EU SCCs to refer to the laws and/or courts of Scotland and Northern Ireland.
17. If the parties wish to change the format of the information included in Part 1: Tables of the Approved UK Addendum, they may do so by agreeing to the change in writing, provided that the change does not reduce the Appropriate Safeguards.
18. From time to time, the ICO may issue a revised Approved UK Addendum which:
    
    1. makes reasonable and proportionate changes to the Approved UK Addendum, including correcting errors in the Approved UK Addendum; and/or
    2. reflects changes to UK Data Protection Laws;
       The revised Approved UK Addendum will specify the start date from which the changes to the Approved UK Addendum are effective and whether the parties need to review this UK Addendum including the Appendix Information. This UK Addendum is automatically amended as set out in the revised Approved UK Addendum from the start date specified.

19. If the ICO issues a revised Approved UK Addendum under Section 18 of this UK Addendum, if a party will as a direct result of the changes in the Approved UK Addendum have a substantial, disproportionate and demonstrable increase in:
    
    1. its direct costs of performing its obligations under the UK Addendum; and/or
    2. its risk under the UK Addendum,
       and in either case it has first taken reasonable steps to reduce those costs or risks so that it is not substantial and disproportionate, then that party may end this UK Addendum at the end of a reasonable notice period, by providing written notice for that period to the other party before the start date of the revised Approved UK Addendum.

20. The parties do not need the consent of any third party to make changes to this UK Addendum, but any changes must be made in accordance with its terms.