DPA

Data Processing Addendum (DPA) for Maxychat 23 Nov 2022

This Data Processing Addendum (“DPA”) forms part of the Maxychat Terms of Service, or other agreement

governing the use of Maxychat (“Agreement”) entered by and between you, the Customer (as defined in the

Agreement) (collectively, “you”, “your”, “Customer”), and AGX, LDA (“AGX”, “Maxychat”, “us”,

“we”, “our”) to reflect the parties’ agreement with regard to the Processing of Personal Data by Maxychat

solely on behalf of the Customer. Both parties shall be referred to as the “Parties” and each, a “Party”. Capitalized

terms not defined herein shall have the meanings assigned to such terms in the Agreement.

In the event of any conflict between certain provisions of this DPA and the provisions of the Agreement,

the provisions of this DPA shall prevail over the conflicting provisions of the Agreement solely with respect

to the Processing of Personal Data.

HOW TO EXECUTE THIS DPA:

By using the Service, Customer accepts this DPA and you represent and warrant that you have full authority

to bind the Customer 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 Customer or any other entity, please do not provide Personal

Data to us.

1. DEFINITIONS

“Maxychat” means the AGX Tecnologia e Marketing, LDA, company which is a party to this DPA, as specified in the section

“HOW THIS DPA APPLIES” above, being AGX Tecnologia e Marketing, LDA. A proprietary limited company organized

and existing under the laws of Portugal, with its head office at Av Republica 6, 1E, 1050-191, Lisboa, Portugal.

“Maxychat Group” means Maxychat and its Affiliates engaged in the Processing of Personal Data.

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common

control with the subject entity. “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.

“Controller” means the entity which determines the purposes and means of the Processing of Personal

Data.

“Controller Affiliate” means any of Customer’s Affiliate(s) (a) (i) that are subject to applicable Data

Protection Laws of the European Union, the European Economic Area and/or their member states,

Switzerland and/or the United Kingdom, and (ii) permitted to use the Services pursuant to the

Agreement between Customer and Maxychat, but have not signed their own Order Form and are not a

“Customer” as defined under the Agreement, (b) if and to the extent Maxychat processes Personal Data

for which such Affiliate(s) qualify as the Controller.

“Data Protection Laws” means all laws and regulations, including laws and binding regulations of

the European Union, the European Economic Area and their member states, Switzerland and the

United Kingdom, applicable to the Processing of Personal Data under the Agreement.

“Data Subject” means the identified or identifiable person to whom Personal Data relates.

“GDPR” means the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27

April 2016 on the protection of natural persons with regard to the processing of personal data and

on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).

“Personal Data” means any Customer Data that relates to an identified or identifiable natural person,

to the extent that such information is protected as personal data under applicable Data Protection

Laws.

“Processing” means any operation or set of operations which is performed upon Personal Data,

whether or not by automatic means, such as collection, recording, organization, structuring, storage,

adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or

otherwise making available, alignment or combination, restriction, erasure or destruction.

“Processor” means the entity which Processes Personal Data on behalf of the Controller.

“Standard Contractual Clauses” means the agreement executed by and between Customer and

Maxychat. and attached hereto as Exhibit C pursuant to the European Commission’s decision

(C(2010)593) of 5 February 2010 on Standard Contractual Clauses for the transfer of personal data

to processors established in third countries which do not ensure an adequate level of data protection.

“Sub-processor” means any entity engaged by Maxychat or a member of the Maxychat Group to Process

Personal Data in connection with the Services.

“Supervisory Authority” means an independent public authority which is established by an EU

Member State pursuant to the GDPR.

2. PROCESSING OF PERSONAL DATA

2.1 Roles of the Parties. The parties acknowledge and agree that with regard to the Processing of

Personal Data, Customer is the Controller, Maxychat is the Processor and that Maxychat or members of the

Maxychat Group will engage Sub-processors pursuant to the requirements set forth in Section 4 “Subprocessors”

below.

2.2 Customer’s Processing of Personal Data. Customer shall, in its use of the Services and provision

of instructions, Process Personal Data in accordance with the requirements of applicable

Data Protection Law. Customer shall have sole responsibility for the accuracy, quality, and legality

of Personal Data and the means by which Customer acquired Personal Data.

2.3 Maxychat’s Processing of Personal Data. As Customer’s Processor, Maxychat shall only Process Personal

Data for the following purposes: (i) Processing in accordance with the Agreement and

applicable Order Form(s); (ii) Processing initiated by Authorized Users in their use of the Services;

and (iii) Processing to comply with other reasonable instructions provided by Customer

(e.g., via email or support tickets) that are consistent with the terms of the Agreement (individually

and collectively, the “Purpose”). Maxychat acts on behalf of and on the instructions of Customer

in carrying out the Purpose.

2.4 Details of the Processing. The subject-matter of Processing of Personal Data by Maxychat is as

described in the Purpose in Section 2.3. 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 Exhibit B (Description of Processing Activities) to this DPA.

3. RIGHTS OF DATA SUBJECTS

3.1 Data Subject Requests. Maxychat shall, to the extent legally permitted, promptly notify Customer

if Maxychat receives any requests from a Data Subject to exercise Data Subject rights afforded to

the Data Subject under applicable Data Protection Law in relation to Personal Data, including,

as applicable, the following: access, rectification, restriction of Processing, erasure (“right to be

forgotten”), data portability, objection to the Processing, or to not be subject to an automated

individual decision making (each, a “Data Subject Request”). Taking into account the nature

of the Processing, Maxychat shall assist Customer by appropriate technical and organizational

measures, insofar as this is possible, for the fulfilment of Customer’s obligation to respond to a

Data Subject Request as required by applicable Data Protection Laws. In addition, to the extent

Customer, in its use of the Services, does not have the ability to address a Data Subject Request,

Maxychat shall, upon Customer’s request, provide commercially reasonable efforts to assist Customer

in responding to such Data Subject Request, to the extent Maxychat is legally permitted to

do so and the response to such Data Subject Request is required under applicable Data Protection

Laws. To the extent legally permitted, Customer shall be responsible for any costs arising

from Maxychat’s provision of such assistance, including any fees associated with provision of additional

functionality.

4. SUB-PROCESSORS

4.1 Appointment of Sub-processors. Customer acknowledges and agrees that (a) Maxychat’s Affiliates

may be retained as Sub-processors through written agreement with Maxychat and (b) Maxychat and

Maxychat’s Affiliates respectively may engage third-party Sub-processors in connection with the

provision of the Services. As a condition to permitting a third-party Sub-processor to Process

Personal Data, Maxychat or a Maxychat Affiliate will enter into a written agreement with each Subprocessor

containing data protection obligations that provide at least the same level of protection

for Personal Data as those in this DPA, to the extent applicable to the nature of the Services

provided by such Sub-processor. Customer acknowledges that Maxychat. is located in the United

States and is involved in providing the Services to Customer either directly or through the provision

of support to Maxychat. In the event Customer enters into the Standard Contractual Clauses

set forth in Exhibit C, then Customer agrees that Maxychat may appoint Sub-processors in accordance

with Clause 11 of Exhibit C and section 10.2 below.

4.2 List of Current Sub-processors and Notification of New Sub-processors. A current list of Subprocessors

for the Services the list of current Subprocessors is accessible all times via our privacy

policy. Customer may receive notifications of new Sub-processors by email before authorizing

such new Sub-processor(s) to Process Personal Data in connection with the provision of

the applicable Services.

4.3 Objection Right for New Sub-processors. Customer may reasonably object to Maxychat’s use of a

new Sub-processor (e.g., if making Personal Data available to the Sub-processor may violate

applicable Data Protection Law or weaken the protections for such Personal Data) by notifying

Maxychat promptly in writing within ten (10) business days after receipt of Maxychat’s notice in accordance

with the mechanism set out in Section 4.2. Such notice shall explain the reasonable

grounds for the objection. In the event Customer objects to a new Sub-processor, as permitted

in the preceding sentence, Maxychat will use commercially reasonable efforts to make available to

Customer a change in the Services or recommend a commercially reasonable change to Customer’s

configuration or use of the Services to avoid Processing of Personal Data by the objected-

to new Sub-processor without unreasonably burdening Customer. If Maxychat is unable to

make available such change within a reasonable period of time, which shall not exceed thirty

(30) days, either party may terminate without penalty the applicable Order Form(s) with respect

only to those Services which cannot be provided by Maxychat without the use of the objectedto

new Sub-processor by providing written notice to Maxychat. Maxychat will refund Customer any

prepaid fees covering the remainder of the term of such Order Form(s) following the effective

date of termination with respect to such terminated Services, without imposing a penalty for

such termination on Customer.

4.4 Liability. Maxychat shall be liable for the acts and omissions of its Sub-processors to the same extent

Maxychat would be liable if performing the Services of each Sub-processor directly under the terms

of this DPA.

5. SECURITY

Controls for the Protection of Personal Data. Maxychat shall maintain appropriate technical and

organizational measures (security measures specified in Appendix 3 to this contract) for protection

of the security (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, as set forth

in Maxychat’s Security Practices. Maxychat regularly monitors compliance with these measures. Maxychat

will not materially decrease the overall security of the Services during a subscription term.

6. PERSONAL DATA INCIDENT MANAGEMENT AND NOTIFICATION

Maxychat maintains security incident management policies and procedures. Maxychat shall notify

Customer without undue delay of any breach relating to Personal Data (within the meaning of

applicable Data Protection Law) of which Maxychat becomes aware and which may require a notification

to be made to a Supervisory Authority or Data Subject under applicable Data Protection

Law or which Maxychat is required to notify to Customer under applicable Data Protection

Law (a “Personal Data Incident”). Maxychat shall provide commercially reasonable cooperation

and assistance in identifying the cause of such Personal Data Incident and take commercially

reasonable steps to remediate the cause to the extent the remediation is within Maxychat’s control.

Except as required by applicable Data Protection Law, the obligations herein shall not apply to

incidents that are caused by Customer, Authorized Users and/or any Non-Maxychat Products.

7. RETURN AND DELETION OF PERSONAL DATA

Upon termination of the Services for which Maxychat is Processing Personal Data, Maxychat shall,

upon Customer’s request, return all Personal Data in Maxychat’s possession to Customer or securely

destroy such Personal Data and demonstrate to the satisfaction of Customer that it has

taken such measures, unless applicable law prevents it from returning or destroying all or part

of Personal Data. For clarification, depending on the Service plan purchased by Customer, access

to export functionality may incur additional charge(s) and/or require purchase of a Service

upgrade.

8. CONTROLLER AFFILIATES

8.1 Contractual Relationship. The parties acknowledge and agree that, by executing the DPA, Customer

enters into the DPA on behalf of itself and, as applicable, in the name and on behalf of its

Controller Affiliates, thereby establishing a separate DPA between Maxychat and each such Controller

Affiliate subject to the provisions of the Agreement and this Section 8 and Section 9. Each

Controller Affiliate agrees to be bound by the obligations under this DPA and, to the extent

applicable, the Agreement. For the avoidance of doubt, a Controller Affiliate is not and does not

become a party to the Agreement, and is only a party to the DPA. All access to and use of the

Services by Controller Affiliates must comply with the terms and conditions of the Agreement

and any violation of the terms and conditions of the Agreement by a Controller Affiliate shall

be deemed a violation by Customer.

8.2 Communication. The Customer that is the contracting party to the Agreement shall remain responsible

for coordinating all communication with Maxychat under this DPA and be entitled to

make and receive any communication in relation to this DPA on behalf of its Controller Affiliates.

8.3 Rights of Controller Affiliates. If a Controller Affiliate becomes a party to the DPA with Maxychat,

it shall, to the extent required under applicable Data Protection Laws, also be entitled to exercise

the rights and seek remedies under this DPA, subject to the following:

8.3.1 Except where applicable Data Protection Laws require the Controller Affiliate to exercise

a right or seek any remedy under this DPA against Maxychat directly by itself, the parties

agree that (i) solely the Customer that is the contracting party to the Agreement shall

exercise any such right or seek any such remedy on behalf of the Controller Affiliate,

and (ii) the Customer that is the contracting party to the Agreement shall exercise any

such rights under this DPA not separately for each Controller Affiliate individually but

in a combined manner for all of its Controller Affiliates together (as set forth, for example,

in Section 8.3.2, below).

8.3.2 The parties agree that the Customer that is the contracting party to the Agreement shall,

if carrying out an on-site audit of the Maxychat procedures relevant to the protection of

Personal Data, take all reasonable measures to limit any impact on Maxychat by combining,

to the extent reasonably possible, several audit requests carried out on behalf of

different Controller Affiliates in one single audit.

9. LIMITATION OF LIABILITY

Each party’s and all of its Affiliates’ liability, taken together in the aggregate, arising out of or

related to this DPA, and all DPAs between Controller Affiliates and Maxychat, whether in contract,

tort or under any other theory of liability, is subject to the ‘Limitation of Liability’ section of the

Agreement, and any reference in such section to the liability of a party means the aggregate

liability of that party and all of its Affiliates under the Agreement and all DPAs together.

For the avoidance of doubt, Maxychat’s and its Affiliates’ total liability for all claims from the Customer

and all of its Controller Affiliates arising out of or related to the Agreement and each DPA

shall apply in the aggregate for all claims under both the Agreement and all DPAs established

under the Agreement, including by Customer and all Controller Affiliates, and, in particular,

shall not be understood to apply individually and severally to Customer and/or to any Controller

Affiliate that is a contractual party to any such DPA.

10. EUROPEAN SPECIFIC PROVISIONS

10.1 GDPR. Maxychat will Process Personal Data in accordance with the GDPR requirements directly

applicable to Maxychat’s provisioning of the Services.

10.1.1 Data Protection Impact Assessment. Upon Customer’s request, Maxychat shall provide

Customer with reasonable cooperation and assistance needed to fulfil Customer’s obligation

under the GDPR to carry out a data protection impact assessment related to

Customer’s use of the Services, to the extent Customer does not otherwise have access

to the relevant information, and to the extent such information is available to Maxychat.

Maxychat shall provide reasonable assistance to Customer in the cooperation or prior

consultation with the Supervisory Authority, to the extent required under the GDPR.

10.2 Transfer Mechanisms. For transfers of Personal Data under this DPA from the European Union,

the European Economic Area and/or their member states and Switzerland to countries

which do not ensure an adequate level of data protection within the meaning of applicable Data

Protection Laws of the foregoing territories, to the extent such transfers are subject to such

applicable Data Protection Laws, the Standard Contractual Clauses set forth in Exhibit C to this

DPA apply, subject to Exhibit A.

11. GOVERNING LAW

This DPA and any dispute or claim arising out of or in connection with it or its subject matter

or formation (including non-contractual disputes or claims) shall be governed by, and construed

in accordance with, the laws of Australia.

EXHIBIT A: ADDITIONAL DATA TRANSFER TERMS

1. ADDITIONAL TERMS TO STANDARD CONTRACTUAL CLAUSES

1.1. Customers covered by the Standard Contractual Clauses. The Standard Contractual Clauses

and the additional terms specified in this Exhibit A apply to (i) the legal entity that has executed

the Standard Contractual Clauses as a data exporter and its Controller Affiliates and, (ii) all Affiliates

of Customer established within the European Economic Area, Switzerland and the

United Kingdom, which have signed Order Forms for the Services. For the purpose of the Standard

Contractual Clauses and this Section 1, the aforementioned entities shall be deemed “data

exporters”.

1.2. Instructions. This DPA and the Agreement are Customer’s complete and final instructions at

the time of execution of the DPA for the Processing of Personal Data. Any additional or alternate

instructions must be agreed upon separately. For the purposes of Clause 5(a) of the Standard

Contractual Clauses, the processing described in Section 2.3 of the DPA (“Maxychat’s Processing of

Personal Data”) is deemed an instruction by the Customer to process Personal Data.”

1.3. Appointment of new Sub-processors and List of current Sub-processors. Pursuant to Clause

5(h) of the Standard Contractual Clauses, Customer acknowledges and expressly agrees that

Maxychat will appoint Sub-processors in accordance with Section 4.1 (“Appointment of Sub-processors”)

of the DPA. Maxychat shall make available to Customer the current list of Sub-processors

in accordance with Section 4.2 of the DPA.

1.4. Notification of New Sub-processors and Objection Right for new Sub-processors. Pursuant

to Clause 5(h) of the Standard Contractual Clauses, Customer acknowledges and expressly

agrees that Maxychat may engage new Sub-processors as described in Sections 4.2 and 4.3 of the

DPA.

1.5. Conflict. In the event of any conflict or inconsistency between the body of the DPA, this Exhibit,

and any of its Schedules (not including the Standard Contractual Clauses) and the Standard

Contractual Clauses in Exhibit C, the Standard Contractual Clauses shall prevail.

EXHIBIT B: DESCRIPTION OF PROCESSING ACTIVITIES

Data subjects

Customer may submit personal data to the Services, the extent of which is determined and controlled by Customer

and which may include, but is not limited to, personal data relating to the following categories of data

subject:

● Authorized Users;

● employees of Customer;

● consultants of Customer;

● contractors of Customer;

● agents of Customer; and/or

● third parties with which Customer conducts business.

Categories of data

The personal data transferred concern the following categories of data:

Any personal data comprised in Customer Data, as defined in the Agreement.

Special categories of data

Customer may submit personal data to Maxychat through the Services, the extent of which is determined and controlled

by Customer in compliance with applicable Data Protection Law and which may concern the following

special categories of data, if any:

● racial or ethnic origin;

● political opinions;

● religious or philosophical beliefs;

● trade-union membership;

● genetic or biometric data;

● health; and

● sex life.

Processing operations

The personal data transferred will be processed in accordance with the Agreement and any Order Form and may

be subject to the following processing activities:

● storage and other processing necessary to provide, maintain, and update the Services provided

to Customer;

● to provide customer and technical support to Customer; and

● disclosures in accordance with the Agreement, as compelled by law.

EXHIBIT C :Standard Contractual Clauses (processors)

For the purposes of Article 26(2) of Directive 95/46/EC for the transfer of personal data to processors established

in third countries which do not ensure an adequate level of data protection, each a “party”; together “the

parties”,

HAVE AGREED on the following Contractual Clauses (the Clauses) in order to adduce adequate safeguards with

respect to the protection of privacy and fundamental rights and freedoms of individuals for the transfer by the

data exporter to the data importer of the personal data specified in Appendix 1.

Clause 1

Definitions

For the purposes of the Clauses:

(a) ‘personal data’, ‘special categories of data’, ‘process/processing’, ‘controller’, ‘processor’,

‘data subject’ and ‘supervisory authority’ shall have the same meaning as in Directive 95/46/EC of the

European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard

to the processing of personal data and on the free movement of such data;

(b) ‘the Data Exporter’ means the controller who transfers the personal data;

(c) ‘the Data Importer’ means the processor who agrees to receive from the Data Exporter personal

data intended for processing on his behalf after the transfer in accordance with his instructions

and the terms of the Clauses and who is not subject to a third country’s system ensuring adequate protection

within the meaning of Article 25(1) of Directive 95/46/EC;

(d) ‘the subprocessor’ means any processor engaged by the Data Importer or by any other subprocessor

of the Data Importer who agrees to receive from the Data Importer or from any other subprocessor

of the Data Importer personal data exclusively intended for processing activities to be carried

out on behalf of the Data Exporter after the transfer in accordance with his instructions, the terms

of the Clauses and the terms of the written subcontract;

(e) ‘the applicable data protection law’ means the legislation protecting the fundamental rights

and freedoms of individuals and, in particular, their right to privacy with respect to the processing of

personal data applicable to a data controller in the Member State in which the Data Exporter is established;

(f) ‘technical and organisational security measures’ means those measures aimed at protecting

personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised

disclosure or access, in particular where the processing involves the transmission of data over a network,

and against all other unlawful forms of processing.

Clause 2

Details of the transfer

The details of the transfer and in particular the special categories of personal data where applicable are specified

in Appendix 1 which forms an integral part of the Clauses.

Clause 3

Third-party beneficiary clause

1. The data subject can enforce against the Data Exporter this Clause, Clause 4(b) to (i), Clause 5(a) to

(e), and (g) to (j), Clause 6(1) and (2), Clause 7, Clause 8(2), and Clauses 9 to 12 as third-party beneficiary.

2. The data subject can enforce against the Data Importer this Clause, Clause 5(a) to (e) and (g), Clause

6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where the Data Exporter has factually disappeared or

has ceased to exist in law unless any successor entity has assumed the entire legal obligations of the Data

Exporter by contract or by operation of law, as a result of which it takes on the rights and obligations of the

Data Exporter, in which case the data subject can enforce them against such entity.

3. The data subject can enforce against the subprocessor this Clause, Clause 5(a) to (e) and (g), Clause

6, Clause 7, Clause 8(2), and Clauses 9 to 12, in cases where both the Data Exporter and the Data Importer

have factually disappeared or ceased to exist in law or have become insolvent, unless any successor entity

has assumed the entire legal obligations of the Data Exporter by contract or by operation of law as a result

of which it takes on the rights and obligations of the Data Exporter, in which case the data subject can enforce

them against such entity. Such third-party liability of the subprocessor shall be limited to its own processing

operations under the Clauses.

4. The parties do not object to a data subject being represented by an association or other body if the

data subject so expressly wishes and if permitted by national law.

Clause 4

Obligations of the Data Exporter

The Data Exporter agrees and warrants:

(a) that the processing, including the transfer itself, of the personal data has been and will continue

to be carried out in accordance with the relevant provisions of the applicable data protection

law (and, where applicable, has been notified to the relevant authorities of the Member State where

the Data Exporter is established) and does not violate the relevant provisions of that State;

(b) that it has instructed and throughout the duration of the personal data processing services

will instruct the Data Importer to process the personal data transferred only on the Data Exporter’s

behalf and in accordance with the applicable data protection law and the Clauses;

(c) that the Data Importer will provide sufficient guarantees in respect of the technical and organisational

security measures specified in Appendix 2 to this contract;

(d) that after assessment of the requirements of the applicable data protection law, the security

measures are appropriate to protect personal data against accidental or unlawful destruction or accidental

loss, alteration, unauthorised disclosure or access, in particular where the processing involves

the transmission of data over a network, and against all other unlawful forms of processing,

and that these measures ensure a level of security appropriate to the risks presented by the processing

and the nature of the data to be protected having regard to the state of the art and the cost of

their implementation;

(e) that it will ensure compliance with the security measures;

(f) that, if the transfer involves special categories of data, the data subject has been informed or

will be informed before, or as soon as possible after, the transfer that its data could be transmitted to

a third country not providing adequate protection within the meaning of Directive 95/46/EC;

(g) to forward any notification received from the Data Importer or any subprocessor pursuant

to Clause 5(b) and Clause 8(3) to the data protection supervisory authority if the Data Exporter decides

to continue the transfer or to lift the suspension;

(h) to make available to the data subjects upon request a copy of the Clauses, with the exception

of Appendix 2, and a summary description of the security measures, as well as a copy of any contract

for subprocessing services which has to be made in accordance with the Clauses, unless the Clauses

or the contract contain commercial information, in which case it may remove such commercial information;

(i) that, in the event of subprocessing, the processing activity is carried out in accordance with

Clause 11 by a subprocessor providing at least the same level of protection for the personal data and

the rights of data subject as the Data Importer under the Clauses; and

(j) that it will ensure compliance with Clause 4(a) to (i).

Clause 5

Obligations of the Data Importer

The Data Importer agrees and warrants:

(a) to process the personal data only on behalf of the Data Exporter and in compliance with its

instructions and the Clauses; if it cannot provide such compliance for whatever reasons, it agrees to

inform promptly the Data Exporter of its inability to comply, in which case the Data Exporter is entitled

to suspend the transfer of data and/or terminate the contract;

(b) that it has no reason to believe that the legislation applicable to it prevents it from fulfilling

the instructions received from the Data Exporter and its obligations under the contract and that in

the event of a change in this legislation which is likely to have a substantial adverse effect on the

warranties and obligations provided by the Clauses, it will promptly notify the change to the Data

Exporter as soon as it is aware, in which case the Data Exporter is entitled to suspend the transfer

of data and/or terminate the contract;

(c) that it has implemented the technical and organisational security measures specified in Appendix

2 before processing the personal data transferred;

(d) that it will promptly notify the Data Exporter about:

(i) any legally binding request for disclosure of the personal data by a law enforcement

authority unless otherwise prohibited, such as a prohibition under criminal law to preserve

the confidentiality of a law enforcement investigation,

(ii) any accidental or unauthorised access, and

(iii) any request received directly from the data subjects without responding to that request,

unless it has been otherwise authorised to do so;

(e) to deal promptly and properly with all inquiries from the Data Exporter relating to its processing

of the personal data subject to the transfer and to abide by the advice of the supervisory

authority with regard to the processing of the data transferred;

(f) at the request of the Data Exporter to submit its data processing facilities for audit of the

processing activities covered by the Clauses which shall be carried out by the Data Exporter or an

inspection body composed of independent members and in possession of the required professional

qualifications bound by a duty of confidentiality, selected by the Data Exporter, where applicable, in

agreement with the supervisory authority;

(g) to make available to the data subject upon request a copy of the Clauses, or any existing contract

for subprocessing, unless the Clauses or contract contain commercial information, in which

case it may remove such commercial information, with the exception of Appendix 2 which shall be

replaced by a summary description of the security measures in those cases where the data subject

is unable to obtain a copy from the Data Exporter;

(h) that, in the event of subprocessing, it has previously informed the Data Exporter and obtained

its prior written consent;

(i) that the processing services by the subprocessor will be carried out in accordance with

Clause 11;

(j) to send promptly a copy of any subprocessor agreement it concludes under the Clauses to

the Data Exporter.

Clause 6

Liability

1. The parties agree that any data subject, who has suffered damage as a result of any breach of the

obligations referred to in Clause 3 or in Clause 11 by any party or subprocessor is entitled to receive compensation

from the Data Exporter for the damage suffered.

2. If a data subject is not able to bring a claim for compensation in accordance with paragraph 1 against

the Data Exporter, arising out of a breach by the Data Importer or his subprocessor of any of their obligations

referred to in Clause 3 or in Clause 11, because the Data Exporter has factually disappeared or ceased

to exist in law or has become insolvent, the Data Importer agrees that the data subject may issue a claim

against the Data Importer as if it were the Data Exporter, unless any successor entity has assumed the entire

legal obligations of the Data Exporter by contract of by operation of law, in which case the data subject can

enforce its rights against such entity.

The Data Importer may not rely on a breach by a subprocessor of its obligations in order to avoid its own liabilities.

3. If a data subject is not able to bring a claim against the Data Exporter or the Data Importer referred

to in paragraphs 1 and 2, arising out of a breach by the subprocessor of any of their obligations referred to

in Clause 3 or in

Clause 11 because both the Data Exporter and the Data Importer have factually disappeared or ceased to exist in

law or have become insolvent, the subprocessor agrees that the data subject may issue a claim against the data

subprocessor with regard to its own processing operations under the Clauses as if it were the Data Exporter or

the Data Importer, unless any successor entity has assumed the entire legal obligations of the Data Exporter or

Data Importer by contract or by operation of law, in which case the data subject can enforce its rights against

such entity. The liability of the subprocessor shall be limited to its own processing operations under the Clauses.

Clause 7

Mediation and jurisdiction

1. The Data Importer agrees that if the data subject invokes against it third-party beneficiary rights and/or

claims compensation for damages under the Clauses, the Data Importer will accept the decision of the data subject:

(a) to refer the dispute to mediation, by an independent person or, where applicable, by the supervisory

authority; (b) to refer the dispute to the courts in the Member State in which the Data Exporter is established.

2. The parties agree that the choice made by the data subject will not prejudice its substantive or procedural

rights to seek remedies in accordance with other provisions of national or international law.

Clause 8

Cooperation with supervisory authorities

1. The Data Exporter agrees to deposit a copy of this contract with the supervisory authority if it so

requests or if such deposit is required under the applicable data protection law.

2. The parties agree that the supervisory authority has the right to conduct an audit of the Data Importer,

and of any subprocessor, which has the same scope and is subject to the same conditions as would

apply to an audit of the Data Exporter under the applicable data protection law.

3. The Data Importer shall promptly inform the Data Exporter about the existence of legislation applicable

to it or any subprocessor preventing the conduct of an audit of the Data Importer, or any subprocessor,

pursuant to paragraph 2. In such a case the Data Exporter shall be entitled to take the measures foreseen in

Clause 5 (b).

Clause 9

Governing Law

The Clauses shall be governed by the law of the Member State in which the Data Exporter is established.

Clause 10

Variation of the contract

The parties undertake not to vary or modify the Clauses. This does not preclude the parties from adding clauses

on business related issues where required as long as they do not contradict the Clause.

Clause 11

Subprocessing

1. The Data Importer shall not subcontract any of its processing operations performed on behalf of the

Data Exporter under the Clauses without the prior written consent of the Data Exporter. Where the Data

Importer subcontracts its obligations under the Clauses, with the consent of the Data Exporter, it shall do

so only by way of a written agreement with the subprocessor which imposes the same obligations on the

subprocessor as are imposed on the Data Importer under the Clauses. Where the subprocessor fails to fulfil

its data protection obligations under such written agreement the Data Importer shall remain fully liable to

the Data Exporter for the performance of the subprocessor’s obligations under such agreement.

2. The prior written contract between the Data Importer and the subprocessor shall also provide for a

third-party beneficiary clause as laid down in Clause 3 for cases where the data subject is not able to bring

the claim for compensation referred to in paragraph 1 of Clause 6 against the Data Exporter or the Data

Importer because they have factually disappeared or have ceased to exist in law or have become insolvent

and no successor entity has assumed the entire legal obligations of the Data Exporter or Data Importer by

contract or by operation of law. Such third-party liability of the subprocessor shall be limited to its own

processing operations under the Clauses.

3. The provisions relating to data protection aspects for subprocessing of the contract referred to in

paragraph 1 shall be governed by the law of the Member State in which the Data Exporter is established.

4. The Data Exporter shall keep a list of subprocessing agreements concluded under the Clauses and

notified by the Data Importer pursuant to Clause 5 (j), which shall be updated at least once a year. The list

shall be available to the Data Exporter’s data protection supervisory authority.

Clause 12

Obligation after the termination of personal data processing services

1. The parties agree that on the termination of the provision of data processing services, the Data Importer

and the subprocessor shall, at the choice of the Data Exporter, return all the personal data transferred

and the copies thereof to the Data Exporter or shall destroy all the personal data and certify to the Data

Exporter that it has done so, unless legislation imposed upon the Data Importer prevents it from returning

or destroying all or part of the personal data transferred. In that case, the Data Importer warrants that it

will guarantee the confidentiality of the personal data transferred and will not actively process the personal

data transferred anymore.

2. The Data Importer and the subprocessor warrant that upon request of the Data Exporter and/or of

the supervisory authority, it will submit its data processing facilities for an audit of the measures referred

to in paragraph

Appendix 1 to the Standard Contractual Clauses

Data Exporter

The Data Exporter is a customer of the Data Importer’s communication and productivity software, services, systems

and/or technologies, and the Data Exporter is established in the territory of an EU Member State.

Data Importer

The Data Importer is a provider of communication and productivity software, services, systems and/or technologies.

Data subjects

Data Exporter may submit personal data to the Data Importer through the Services, the extent of which is determined

and controlled by the Data Exporter in compliance with applicable Data Protection Law and which may

include, but is not limited to, personal data relating to the following categories of data subject:

● Authorized Users;

● employees of the Data Exporter;

● consultants of the Data Exporter;

● contractors of the Data Exporter;

● agents of the Data Exporter; and/or

● third parties with which the Data Exporter conducts business.

Categories of data

The personal data transferred concern the following categories of data:

Any personal data comprised in Customer Data. “Customer Data” means all data and information submitted by

Authorized Users to the Services and includes message text, files, comments and links, but does not include Non-

Maxychat Products or the Services.

Special categories of data

Data Exporter may submit personal data to the Data Importer through the Services, the extent of which is determined

and controlled by the Data Exporter in compliance with Applicable Data Protection Law and which may

concern the following special categories of data, if any:

● racial or ethnic origin;

● political opinions;

● religious or philosophical beliefs;

● trade-union membership;

● genetic or biometric data;

● health; and

● sex life.

Processing operations

The personal data transferred will be processed in accordance with the Agreement and any Order Form and may

be subject to the following processing activities:

● storage and other processing necessary to provide, maintain and update the

Services provided to the Data Exporter;

● to provide customer and technical support to the Data Exporter; and disclosures

in accordance with the Agreement, as compelled by law.

Appendix 2 to the Standard Contractual Clauses

Technical and organisational security measures implemented by the Data Importer in accordance with Clauses

4(d) and 5(c):

The Data Importer has implemented and will maintain appropriate technical and organisational measures to

protect the personal data against misuse and accidental loss or destruction.

Appendix 3 (Security Measures)

Personnel.

AGX Tecnologia e Marketing, LDA’s personnel (employees and contractors) will not process customer data without authorization.

Personnel are obligated to maintain the confidentiality Of any customer data and this obligation continues

even after their engagement ends.

Technical and Organization Measures.

AGX Tecnologia e Marketing, LDA has implemented and will maintain appropriate technical and organizational measures,

internal controls, and information security routines intended to protect customer data against accidental loss,

destruction, or alteration; unauthorized disclosure or access; or unlawful destruction as follows:

Organization of Information Security.

Confidentiality.

AGX Tecnologia e Marketing, LDA’s personnel with access to customer data are subject to confidentiality obligations.

Risk Management.

AGX Tecnologia e Marketing, LDA conducts regular testing and monitoring of the effectiveness of its safeguards, controls,

systems, including conducting penetration testing. AGX Tecnologia e Marketing, LDA implements measures, as needed, to

address vulnerabilities discovered in a timely manner.

Storage.

AGX Tecnologia e Marketing, LDA’s database and data processing servers are hosted in a data center located in Australia and

operated by a third party vendor. AGX Tecnologia e Marketing, LDA maintains complete administrative control over the virtual

servers, and no third-party vendors have logical access to customer data.

Software Development and Acquisition:

For the software developed by AGX Tecnologia e Marketing, LDA, AGX Tecnologia e Marketing, LDA follows secure coding standards and

procedures set out in its standard operating procedures.

Change Management:

AGX Tecnologia e Marketing, LDA implements documented change management procedures that provide a consistent approach

for controlling, implementing, and documenting changes (including emergency changes) for AGX Tecnologia e Marketing LDA’s software, information systems or network architecture. These Change management procedures include

appropriate segregation of duties.

Third Party Provider Management:

In selecting third party providers who may gain access to, store, transmit or use customer data, AGX Tecnologia e Marketing LDA conducts a quality and security assessment pursuant to the provisions of its standard operating procedures.

Human Resources Security.

AGX Tecnologia e Marketing, LDA informs its personnel about relevant security procedures and their respective roles, as

well as of possible consequences of breaching the security rules and procedures. Such consequences include

disciplinary and/or legal action.

Physical and Environmental Security.

(a) Physical Access to Facilities.

AGX Tecnologia e Marketing, LDA limits access to facilities where information systems that process customer data are located

to identify authorized individuals who require such access for the performance of their job function.

AGX Tecnologia e Marketing, LDA terminates the physical access of individuals promptly following the date of the termination

of their employment or services or their transfer to a role no longer requiring access to customer data.

(b) Protection from Disruptions.

AGX Tecnologia e Marketing, LDA uses commercially-reasonable systems and measures to protect against loss of data due to

power supply failure or line interference.

Communications and Operations Management.

(a) Security Documents.

AGX Tecnologia e Marketing, LDA maintains security documents describing its security measures and the relevant procedures.

(b) Data Recovery Procedures.

(i) On an ongoing basis, AGX Tecnologia e Marketing, LDA maintains multiple copies of customer data from which it can be

recovered.

(ii) AGX Tecnologia e Marketing, LDA stores copies of customer data and data recovery procedures in a different place from

where the primary computer equipment processing the customer data is located.

(iii) AGX Tecnologia e Marketing, LDA has procedures in place governing access to copies of customer data.

(iv) AGX Tecnologia e Marketing, LDA has anti-malware controls to help avoid malicious software gaining unauthorized access

to customer data.

(c) Encryption: Mobile Media.

AGX Tecnologia e Marketing, LDA uses HTTPS encryption on all data connections. AGX Tecnologia e Marketing, LDA restricts access to

customer data in media leaving its facilities. AGX Tecnologia e Marketing, LDA further has a destruction policy for hardware

in the data center that stores customer data.

(d) Event Logging.

AGX Tecnologia e Marketing, LDA logs the use Of data-processing systems. Logs are maintained for at least 10 days.

Access Control.

(a) Records Of Access Rights.

AGX Tecnologia e Marketing, LDA maintains a record Of security privileges Of individuals having access to customer data.

(b) Access Authorization.

(i) AGX Tecnologia e Marketing, LDA maintains and updates a record of personnel authorized to access systems that contain

customer data.

(ii) AGX Tecnologia e Marketing, LDA deactivates authentication credentials of employees or contract workers immediately

upon the termination of their employment or services

(c) Least Privilege.

(i) Technical support personnel are only permitted to have access to customer data when needed for the performance

of their job function.

(ii) AGX Tecnologia e Marketing, LDA restricts access to customer data to only those individuals who require such access to

perform their job function.

(d) Integrity and Confidentiality.

(i) AGX Tecnologia e Marketing, LDA instructs its personnel to disable administrative sessions when leaving the AGX

PTY LTD’s premises or when computers are unattended. (ii) AGX Tecnologia e Marketing, LDA stores passwords in a way

that makes them unintelligible while they are in force.

(e) Authentication.

(i) AGX Tecnologia e Marketing, LDA uses commercially reasonable practices to identify and authenticate users who attempt

to access information systems.

(ii) AGX Tecnologia e Marketing, LDA ensures that de-activated or expired identifiers are not granted to other individuals.

(iii) AGX Tecnologia e Marketing, LDA maintains commercially reasonable procedures to deactivate login credentials that

have been corrupted or inadvertently disclosed or pursuant to a number of failed login attempts.

(f) Network Design. AGX Tecnologia e Marketing, LDA has controls to avoid individuals assuming access rights they have not

been assigned to gain access to customer data they are not authorized to access.

Network Security.

AGX Tecnologia e Marketing, LDA’s information systems have security controls designed to detect and mitigate attacks by

using logs and alerting.

Information Security Incident Management.

(a) Record of Breaches.

AGX Tecnologia e Marketing, LDA maintains a record of security breaches with a description of the breach, the time period,

the consequences of the breach, the name of the reporter, and the procedure for recovering data.

(b) Record of Disclosure.

AGX Tecnologia e Marketing, LDA tracks disclosures of customer data, including what data has been disclosed, to whom, and

at what time, unless prohibited by law.