Data Processing Agreement

LeapXpert Data Processing Agreement

THIS DATA PROCESSING AGREEMENT and its Annexes (this “DPA”) is entered into pursuant to the LeapXpert Terms of Service, by and between the LeapXpert Affiliate set forth on the applicable Order Form (“LeapXpert
”) and the entity placing an order for or accessing the Services (“Customer”) (the “Agreement“). All capitalized terms herein shall have the same definitions as in the Agreement. In the event of a conflict between this DPA and the Agreement, the terms of this DPA will control. In consideration of the terms and conditions set forth below, the parties agree as follows:

DEFINITIONS “California Personal Information” means Personal Data that is subject to the protection of the CCPA.“CCPA” means California Civil Code Sec. 1798.100 et seq. (also known as the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020 or “CPRA”).“Controller” means the natural or legal person, public authority, agency, or other body which, alone or jointly with others, determines the purposes and means of the Processing of Personal Data.“Data Protection Laws” means all applicable worldwide legislation relating to data protection and privacy which applies to the respective party in the role of Processing Personal Data in question under the Agreement, including without limitation European Data Protection Laws, the CCPA, and other applicable U.S. federal and state privacy laws, in each case as amended, repealed, consolidated, or replaced from time to time.“Data Subject” means the individual to whom Personal Data relates.“Europe” means the European Union, the European Economic Area and/or their member states, Switzerland, and the United Kingdom.“European Data” means Personal Data that is subject to the protection of European Data Protection Laws.“European Data Protection Laws” means data protection laws applicable in Europe, including: (i) Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation) (“GDPR”); (ii) Directive 2002/58/EC concerning the processing of personal data and the protection of privacy in the electronic communications sector; and (iii) applicable national implementations of (i) and (ii); or (iv) GDPR as it forms parts of the United Kingdom domestic law by virtue of Section 3 of the European Union (Withdrawal) Act 2018 (“UK GDPR”); and (v) Swiss Federal Data Protection Act on 19 June 1992 and its Ordinance (“Swiss DPA”); in each case, as may be amended, superseded or replaced.
“Instructions” means the written, documented instructions issued by a Controller to a Processor, and directing the same to perform a specific or general action with regard to Personal Data (including, but not limited to, depersonalizing, blocking, deletion, making available).

“Permitted Affiliates” means any of Customer’s Affiliates that (i) are permitted to Use the Services and/or Product pursuant to the Agreement, but have not signed their own separate agreement with LeapXpert and are not a “Customer” as defined under the Agreement, (ii) qualify as a Controller of Customer Personal Data Processed by LeapXpert, and (iii) are subject to European Data Protection Laws

“Personal Data” means (i) any information relating to an identified or identifiable individual; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person; or (ii) any information that is otherwise protected similarly as personal data, personal information, or personally identifiable information under applicable Data Protection Laws.

“Personal Data Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data transmitted, stored, or otherwise Processed by LeapXpert and/or its Sub-Processors in connection with the provision of the Services. “Personal Data Breach” will not include unsuccessful attempts or activities that do not compromise the security of Customer Personal Data, including unsuccessful log-in attempts, pings, port scans, denial of service attacks, and other network attacks on firewalls or networked systems.

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

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

“Standard Contractual Clauses” means the standard contractual clauses annexed to the European Commission’s Decision (EU) 2021/914 of 4 June 2021 currently found at https://eur-lex.europa.eu/eli/dec_impl/2021/914, as may be amended, superseded, or replaced.

“Sub-Processor” means any Processor engaged by LeapXpert or its Affiliates to assist in fulfilling its obligations with respect to the provision of the Services and/or the Product under the Agreement.

“UK Addendum” means the International Data Transfer Addendum issued by the UK Information Commissioner under section 119A(1) of the Data Protection Act 2018 currently found at https://ico.org.uk/media/for-organisations/documents/4019539/international-data-transfer-addendum.pdf, as may be amended, superseded, or replaced.
CUSTOMER RESPONSIBILITIES
1. Compliance with Laws. Within the scope of the Agreement and in its Use of the Services, Customer will be responsible for complying with all requirements that apply to it under applicable Data Protection Laws with respect to Customer Personal Data and the Instructions it issues to LeapXpert. In particular but without prejudice to the generality of the foregoing, Customer acknowledges and agrees that it will be solely responsible for: (i) the accuracy, quality, and legality of Customer Personal Data and the means by which Customer acquired such Customer Personal Data; (ii) complying with all necessary transparency and lawfulness requirements under applicable Data Protection Laws for the collection and use of the Customer Personal Data, including obtaining any necessary consents and authorizations; (iii) ensuring Customer has the right to transfer, or provide access to, the Customer Personal Data to LeapXpert for Processing in accordance with the terms of the Agreement (including this DPA); (iv) ensuring that Customer’s Instructions to LeapXpert regarding the Processing of Customer Personal Data comply with applicable laws, including Data Protection Laws; and (v) complying with all laws (including Data Protection Laws) applicable to any communications or other Content created, sent or managed through the Services. Customer will inform LeapXpert without undue delay if Customer is not able to comply with its responsibilities under this Section 2 or applicable Data Protection Laws.
2. Controller Instructions. The parties agree that the Agreement (including this DPA), together with Customer’s Use of the Services in accordance with the Agreement, constitute Customer’s complete Instructions to LeapXpert in relation to the Processing of Customer Personal Data, so long as Customer may provide additional instructions during the Term via an executed Order Form or SOW that are consistent with the Agreement, the nature, and lawful Use of the Services.
3. Security. Customer is responsible for independently determining whether the data security provided for in the Services adequately meets its obligations under applicable Data Protection Laws. Further, as set forth in the Agreement, Customer is also responsible for its secure use of the Services, including protecting the security of Customer Personal Data in transit to and from the Services.
LEAPXPERT’S RESPONSIBILITIES
1. Compliance with Instructions. LeapXpert agrees to only Process Customer Personal Data for the purposes described in this DPA or as otherwise agreed within the scope of Customer’s lawful Instructions, except where and to the extent otherwise required by applicable law. LeapXpert shall not be responsible for compliance with any Data Protection Laws applicable to Customer or Customer’s industry that are not generally applicable to LeapXpert unless otherwise agreed by the parties and memorialized in an executed Order Form or SOW.
2. Conflict of Laws. If LeapXpert should become aware that it cannot Process Customer Personal Data in accordance with Customer’s Instructions due to a legal requirement under any applicable law, LeapXpert will (i) promptly notify Customer of such legal requirement to the extent permitted by the applicable law; and (ii) where necessary, cease all Processing (other than merely storing and maintaining the security of the affected Customer Personal Data) until such time as Customer issues new Instructions with which LeapXpert is able to comply. If this provision is invoked, LeapXpert will not be liable to Customer under the Agreement for any failure to perform the applicable Services until such time as Customer issues new lawful Instructions with regard to the Processing.
3. Security; Technical and Organizational Measures. LeapXpert agrees to implement and maintain appropriate technical and organizational measures to protect Customer Personal Data from Personal Data Breaches, as described under Annex 1 to this DPA (“TOMs
  “). Notwithstanding any provision to the contrary, LeapXpert may modify or update the Security Measures at its discretion provided that such modification or update does not result in a material degradation in the protection
  offered by the TOMs.
4. Confidentiality. LeapXpert agrees to ensure that any Personnel whom it authorizes to Process Customer Personal Data is subject to appropriate confidentiality obligations (whether a contractual or statutory duty) with respect to that Customer Personal Data.
5. Personal Data Breaches. LeapXpert agrees to notify Customer without undue delay after it becomes aware of any Personal Data Breach and agrees to provide timely information relating to the Personal Data Breach as it becomes known or reasonably requested by Customer. At Customer’s request, LeapXpert will promptly provide Customer with such reasonable assistance as necessary to enable Customer to notify relevant Personal Data Breaches to competent authorities and/or affected Data Subjects, if Customer is required to do so under Data Protection Laws.
6. Deletion or Return of Customer Personal Data. LeapXpert agrees to delete or return all Customer Personal Data (including copies thereof) Processed pursuant to this DPA upon termination or expiration of the Term of the applicable Services and Customer’s written request. The foregoing shall apply except (i) where LeapXpert is required by applicable law to retain some or all of the Customer Personal Data, or (ii) where LeapXpert has archived Customer Personal Data on back-up systems, which data LeapXpert will securely isolate and protect from any further Processing and delete in accordance with its deletion practices.
DATA SUBJECT REQUESTS
1. The parties agree that Customer shall be responsible for any and all obligations relating to responding to requests from Data Subjects to exercise their rights under applicable Data Protection Laws (“Data Subject Requests
  ”). To the extent that Customer is unable to independently address a Data Subject Request by itself or through the Services, then, upon Customer’s written request, LeapXpert agrees to provide reasonable assistance to Customer
  to respond to such Data Subject Requests or requests from data protection authorities relating to the Processing of Customer Personal Data under the Agreement. Customer agrees to reimburse LeapXpert for the commercially
  reasonable costs arising from this assistance.
2. If a Data Subject Request or other communication regarding the Processing of Customer Personal Data under the Agreement is made directly to LeapXpert, it will promptly inform Customer and will advise the Data Subject to submit their request to Customer. Customer will be solely responsible for responding substantively to any such Data Subject Requests or communications involving Customer Personal Data.
SUB-PROCESSORS
1. Customer acknowledges and agrees that LeapXpert may engage Sub-Processors to Process Customer Personal Data on its behalf, and may do so in three ways. First, LeapXpert may engage Sub-Processors to assist with hosting and infrastructure. Second, LeapXpert may engage with Sub-Processors to support product features and integrations. Third, LeapXpert may engage with its Affiliates as Sub-Processors for service and support. Some Sub-Processors will apply to the Services as default, and some Sub-Processors will apply only to certain Products and features set forth in an applicable Order Form or SOW.
2. The parties acknowledge that LeapXpert has currently appointed, as Sub-Processors, the third parties and LeapXpert Affiliates listed in Annex 1 to this DPA. Customer may request to receive notifications by email if LeapXpert adds or replaces such Sub-Processors, and LeapXpert agrees to notify Customer at least thirty (30) days prior to any such change.
3. LeapXpert agrees to give Customer the opportunity to object to the engagement of new Sub-Processors on reasonable grounds relating to the protection of Customer Personal Data within thirty (30) days of LeapXpert notifying Customer under Section 5.2. If Customer so notifies LeapXpert of such an objection, the parties will discuss the concerns in good faith with a view to achieving a commercially reasonable resolution. If no such resolution can be reached, LeapXpert will, at its sole discretion, either not appoint the new Sub-Processor, or permit Customer to suspend or terminate the affected Services in accordance with the termination provisions of the Agreement without liability to either party (but without prejudice to any fees incurred by Customer prior to suspension or termination). The parties agree that by complying with this sub-section, LeapXpert fulfils its obligations under Sections 9 of the Standard Contractual Clauses.
4. Where LeapXpert engages Sub-Processors, it shall impose data protection terms on the Sub-Processors that provide at least the same level of protection for Customer Personal Data as those in this DPA (including, where appropriate, the Standard Contractual Clauses), to the extent applicable to the nature of the services provided by such Sub-Processors. LeapXpert will remain responsible for each Sub-Processor’s compliance with the obligations of this DPA and for any acts or omissions of such Sub-Processor that cause LeapXpert to breach any of its obligations under this DPA.
DATA TRANSFERS. Customer acknowledges and agrees that LeapXpert may access and Process Customer Personal Data on a global basis as necessary to provide the Services in accordance with the Agreement, and in particular that Customer Personal Data may be transferred to and Processed by LeapXpert, Inc. in the United States and to other jurisdictions where LeapXpert Affiliates and Sub-Processors have operations. Wherever Customer Personal Data is transferred outside its country of origin, each party will ensure such transfers are made in compliance with the requirements of Data Protection Laws.
DEMONSTRATION OF COMPLIANCE. As set forth in this Section 7, Customer may provide to LeapXpert a security assessment questionnaire related to Services, which LeapXpert will accurately and promptly complete. The questionnaire may include questions seeking verification of compliance with the terms and conditions of this DPA. Upon request, LeapXpert will also supply a copy of its most recent third-party assessment, such as an ISO 27001/2, SSAE 18 SOC 2, or similar assessment, if LeapXpert has had such an assessment. If, after the original security questionnaire assessment, Customer determines that further assessment is warranted, Customer may request, no more than annually and with thirty (30) days’ prior written notice, at Customer’s cost, an assessment related to Services provided with a scope to be mutually agreed upon. During such a review, Customer may examine policies, procedures and other materials related to specific Services performed, to the extent that such review does not compromise confidentiality obligations to any other customers of LeapXpert.
ADDITIONAL PROVISIONS FOR EUROPEAN DATA
1. Scope. This Section of the DPA will apply only with respect to European Data.
2. Roles of the Parties. When Processing European Data in accordance with the Instructions, the parties acknowledge and agree that Customer is the Controller of European Data and LeapXpert is the Processor.
3. Instructions. LeapXpert agrees to notify Customer without undue delay if it believes that the Instructions infringe European Data Protection Laws (where applicable).
4. Sub-Processor Agreements. For the purposes of Clause 9(c) of the Standard Contractual Clauses, Customer acknowledges that LeapXpert may be restricted from disclosing Sub-Processor agreements, but LeapXpert agrees to use reasonable efforts to require any relevant Sub-Processor to permit it to disclose the Sub-Processor agreement to Customer and will provide (on a confidential basis) all information it reasonably can.
5. Data Protection Impact Assessments and Consultation with Supervisory Authorities. To the extent that the required information is reasonably available to LeapXpert, and Customer does not otherwise have access to the required information, LeapXpert agrees to provide reasonable assistance with any data protection impact assessments, and prior consultations with supervisory authorities (for example, the French Data Protection Agency (CNIL), the Berlin Data Protection Authority (BlnBDI) and the UK Information Commissioner’s Office (ICO)) or other competent data privacy authorities to the extent required by European Data Protection Laws.
6. Transfer Mechanisms for Data Transfers.
  1. LeapXpert agrees to not transfer European Data to any country or recipient not recognized as providing an adequate level of protection for Personal Data (within the meaning of applicable European Data Protection Laws), unless it first takes all such measures as are necessary to ensure the transfer is in compliance with applicable European Data Protection Laws. Such measures may include (without limitation) transferring such data to a recipient that is covered by a suitable framework or other legally adequate transfer mechanism recognized by the relevant authorities or courts as providing an adequate level of protection for Personal Data, to a recipient that has achieved binding corporate rules authorization in accordance with European Data Protection Laws, or to a recipient that has executed appropriate standard contractual clauses, in each case as adopted or approved in accordance with applicable European Data Protection Laws.
  2. Customer acknowledges that in connection with the performance of the Services, LeapXpert, Inc. may be a recipient of European Data in the United States. Subject to sub-section 8.6.3 below, the parties agree that the Standard Contractual Clauses will be incorporated by reference and form part of the Agreement as follows:
    1. EEA Transfers. In relation to European Data that is subject to the GDPR (i) Customer is the “data exporter” and LeapXpert, Inc. is the “data importer”; (ii) the Module Two terms apply to the extent the Customer is a Controller of European Data and the Module Three terms apply to the extent the Customer is a Processor of European Data; (iii) in Clause 7, the optional docking clause applies; (iv) in Clause 9, Option 2 applies and changes to Sub-Processors will be notified in accordance with Section 5, “Sub-Processors”, of this DPA; (v) in Clause 11, the optional language is deleted; (vi) in Clauses 17 and 18, the parties agree that the governing law and forum for disputes for the Standard Contractual Clauses will be determined in accordance with the “Governing Law and Forum” Section of the Agreement, or, if such section does not specify an EU Member State, the Republic of Ireland (without reference to conflicts of law principles); (vii) the Annexes of the Standard Contractual Clauses will be deemed completed with the information set out in the Annexes of this DPA; and (viii) if and to the extent the Standard Contractual Clauses conflict with any provision of this DPA, the Standard Contractual Clauses will prevail to the extent of such conflict.
    2. UK Transfers. In relation to European Data that is subject to the UK GDPR, the Standard Contractual Clauses will apply in accordance with sub-section (a) and the following modifications (i) the Standard Contractual Clauses will be modified and interpreted in accordance with the UK Addendum, which will be incorporated by reference and form an integral part of the Agreement; (ii) Tables 1, 2 and 3 of the UK Addendum will be deemed completed with the information set out in the Annexes of this DPA and Table 4 will be deemed completed by selecting “neither party”; and (iii) any conflict between the terms of the Standard Contractual Clauses and the UK Addendum will be resolved in accordance with Section 10 and Section 11 of the UK Addendum.
    3. Swiss Transfers. In relation to European Data that is subject to the Swiss DPA, the Standard Contractual Clauses will apply in accordance with sub-section (a) and the following modifications (i) references to “Regulation (EU) 2016/679” will be interpreted as references to the Swiss DPA; (ii) references to “EU”, “Union” and “Member State law” will be interpreted as references to Swiss law; and (iii) references to the “competent supervisory authority” and “competent courts” will be replaced with the “the Swiss Federal Data Protection and Information Commissioner ” and the “relevant courts in Switzerland”.
  3. Where the LeapXpert contracting entity under the Agreement is not LeapXpert, Inc., such contracting entity (not LeapXpert, Inc.) will remain fully and solely responsible and liable to Customer for the performance of the Standard Contractual Clauses by LeapXpert, Inc., and Customer will direct any instructions, claims or enquiries in relation to the Standard Contractual Clauses to such contracting entity. If LeapXpert cannot comply with its obligations under the Standard Contractual Clauses or is breach of any warranties under the Standard Contractual Clauses or UK Addendum (as applicable) for any reason, and Customer intends to suspend the transfer of European Data to LeapXpert or terminate the Standard Contractual Clauses or UK Addendum, Customer agrees to provide LeapXpert with reasonable notice to enable LeapXpert to cure such non-compliance and reasonably cooperate with LeapXpert to identify what additional safeguards, if any, may be implemented to remedy such non-compliance. If LeapXpert has not or cannot cure the non-compliance, Customer may suspend or terminate the affected part of the Services in accordance with the Agreement without liability to either party (but without prejudice to any fees you have incurred prior to such suspension or termination).
ADDITIONAL PROVISIONS FOR CALIFORNIA PERSONAL INFORMATION
1. Scope. This Section of the DPA will apply only with respect to California Personal Information.
2. Roles of the Parties. When processing California Personal Information in accordance with the Instructions, the parties acknowledge and agree that Customer is a Business and LeapXpert is a Service Provider for the purposes of the CCPA.
3. Responsibilities. LeapXpert certifies that it will Process California Personal Information as a Service Provider strictly for the purpose of performing the Services under the Agreement (the “Business Purpose
  ”) or as otherwise permitted by the CCPA, including as described in the LeapXpert Privacy Policy. Further, LeapXpert certifies that it (i) will not Sell or Share California Personal Information; (ii) will not Process California
  Personal Information outside the direct business relationship between the parties, unless required by applicable law; and (iii) will not combine the California Personal Information included in Customer Personal Data with
  personal information that it collects or receives from another source (other than information it receives from another source in connection with its obligations as a Service Provider under the Agreement).
4. Compliance. LeapXpert acknowledges and agrees that it will (i) comply with obligations applicable to it as a Service Provider under the CCPA and (ii) provide California Personal Information with the same level of privacy protection as is required by the CCPA. LeapXpert agrees to notify Customer if it makes a determination that it can no longer meet its obligations as a Service Provider under the CCPA.
5. Not a Sale. The parties acknowledge and agree that the disclosure of California Personal Information by the Customer to LeapXpert does not form part of any monetary or other valuable consideration exchanged between the parties.
GENERAL PROVISIONS
1. Severability. If any individual provisions of this DPA are determined to be invalid or unenforceable, the validity and enforceability of the other provisions of this DPA will not be affected.
2. Limitation of Liability. Each party and each of their Affiliates’ liability, taken in aggregate, arising out of or related to this DPA (and any other DPAs between the parties) and the Standard Contractual Clauses (where applicable), whether in contract, tort or under any other theory of liability, will be subject to the limitations and exclusions of liability set out in the Agreement. In no event will either party’s liability be limited with respect to any individual’s data protection rights under this DPA (including the Standard Contractual Clauses) or otherwise.
3. Governing Law. This DPA will be governed by and construed in accordance with the “Governing Law and Forum” Section of the Agreement, unless required otherwise by Data Protection Laws.
PARTIES TO THIS DPA
1. Permitted Affiliates. By signing the Agreement, Customer agrees that it is entering into this DPA (including, where applicable, the Standard Contractual Clauses) on behalf of itself and in the name and on behalf of its Permitted Affiliates, if any. For the purposes of this DPA only, and except where indicated otherwise, the term “Customer” will include Customer and such Permitted Affiliates.
2. Authorization. The legal entity agreeing to this DPA as Customer represents that it is authorized to agree to and enter into this DPA for and on behalf of itself and, as applicable, each of its Permitted Affiliates.
3. Remedies. The parties agree that (i) solely the Customer entity that is the contracting party to the Agreement will exercise any right or seek any remedy any Permitted Affiliate may have under this DPA on behalf of its Affiliates, and (ii) the Customer entity that is the contracting party to the Agreement will exercise any such rights under this DPA not separately for each Permitted Affiliate individually but in a combined manner for itself and all of its Permitted Affiliates together. The Customer entity that is the contracting entity is responsible for coordinating all Instructions, authorizations and communications with us under the DPA and will be entitled to make and receive any communications related to this DPA on behalf of its Permitted Affiliates.
4. Other rights. The parties agree that Customer will, when reviewing compliance with this DPA pursuant to the “Demonstration of Compliance” Section above, take all reasonable measures to limit the impact on LeapXpert and its Affiliates by combining several audit requests carried out on behalf of the Customer entity that is the contracting party to the Agreement and all of its Permitted Affiliates in one single audit.

Annex 1 – Details of Processing/Transfer

LIST OF PARTIES Data Exporter:
Name: The Customer, as defined in the Agreement (on behalf of itself and Permitted Affiliates) Address: The Customer’s address, as set out in the Order Form or SOWContact person’s name, position and contact details: The Customer’s contact details, as set out in the Order Form, SOW, and/or as otherwise communicated to LeapXpertActivities relevant to the data transferred under these Clauses: Processing of Personal Data in connection with Customer’s use of the LeapXpert Services under the AgreementRole (controller/processor): ControllerData Importer:Name: LeapXpert, Inc.

Address: 230 Park Ave, Fl 3, New York, NY 10169

Contact person’s name, position and contact details: Michael Harkness, Privacy Officer, LeapXpert, Inc., 230 Park Ave, Fl 3, New York, NY 10169

Activities relevant to the data transferred under these Clauses: Processing of Personal Data in connection with Customer’s use of the LeapXpert Services under the Agreement

Role (controller/processor): Processor
DESCRIPTION OF TRANSFERCategories of Data Subjects Whose Personal Data is Transferred: Customer may submit Personal Data to the Services, the extent of which is determined and controlled by Customer in its sole discretion, and which may include, but is not limited to Personal Data relating to: Customer’s Users and End Users authorized by Customer to use the Services.Categories of Personal Data Transferred:Customer may submit Personal Data to the Services, the extent of which is determined and controlled by Customer in its sole discretion, and which may include, but is not limited to the following categories of Personal Data: (i) first and last name, (ii) title, (iii) position, (iv) employer, (v) contact information (company, email, phone, physical business address), (vi) ID data, (vii) professional life data, (viii) personal life data, and (ix) localization data.Frequency of the Transfer:The frequency of the transfer is on a continuous basis for the duration of the Agreement.Nature of the Processing:As set forth in the Agreement.
Purpose(s) of the Data Transfer and Further Processing:

LeapXpert will process Personal Data as necessary to provide the Services pursuant to the Agreement, as further specified in the Order Form or SOW, and as further instructed by the Customer in use of the Services.

Period for which Personal Data will be Retained:

Subject to the ‘Deletion or Return of Personal Data’ section of this DPA, LeapXpert will Process Personal Data for the duration of the Agreement, unless otherwise agreed in writing.
COMPETENT SUPERVISORY AUTHORITY For the purposes of the Standard Contractual Clauses, the supervisory authority that will act as competent supervisory authority will be determined in accordance with GDPR.
TECHNICAL AND ORGANIZATIONAL MEASURES LeapXpert maintains and enforces various policies, standards and processes designed to secure Personal Data and other data to which LeapXpert employees are provided access, and updates such policies, standards, and processes from time to time consistent with industry standards. Further, LeapXpert will maintain commercially reasonable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Personal Data uploaded to the Services, as described in LeapXpert’s SOC 2 report, any applicable penetration test reports, or otherwise as described in the Documentation made reasonably available by LeapXpert. LeapXpert will not materially decrease the overall security of the Services during a Subscription Term. Data Subject Requests shall be handled in accordance with Section 4 of the DPA.

SUB-PROCESSOR TRANSFERS As per above, LeapXpert’s Sub-Processors will process Personal Data as necessary to provide the Services pursuant to the Agreement, as further specified in the Order Form or SOW, and as further instructed by the Customer in use of the Services.Subject to the ‘Deletion or Return of Personal Data’ section of this DPA, LeapXpert’s Sub-Processors will Process Personal Data for the duration of the Agreement, unless otherwise agreed in writing.Identities of the Sub-Processors used for the provision of the Services and their country of location are set forth in the table below:

Purpose of Processing	Sub-Processors	Locations
All Services: Support services, including technical support, from LeapXpert’s Affiliates	LeapXpert, Inc. LeapXpert UK Limited LeapXpert Vietnam Co., Ltd LeapXpert Singapore Pte. Ltd. LeapXpert HK Limited	United States United Kingdom Vietnam Singapore Hong Kong
LeapXpert FMOP SaaS Services: Hosting provider	Amazon Web Services, Inc.	US Customers: United States EMEA Customers: Ireland APAC Customers: Hong Kong
LeapXpert FMOP SaaS Services: Hosting provider	Microsoft Azure	US Customers: United States EMEA Customers: Ireland APAC Customers: Hong Kong