RemoteLock Data Processing Agreement

This Data Processing Agreement (the “DPA”), entered into by the customer and/or partner that is a party to the terms of services and/or agreement(s) that refer to this DPA (the “Customer”) and RemoteLock, Inc. (along with its affiliates, “RemoteLock”), governs the processing of Personal Data that Customer uploads or otherwise provides RemoteLock or that RemoteLock collects in connection with the services and/or products provided by RemoteLock to Customer.

This DPA is incorporated into the relevant RemoteLock terms of service and agreement(s) and any applicable addendums and/or attachments under which RemoteLock may provide services and/or products to Customer (referred to collectively in this DPA as the “RemoteLock Contract”). Collectively, the DPA and the RemoteLock Contract are referred to in this DPA as the “Agreement”. In the event of any conflict or inconsistency between any of the terms of the Agreement, the provisions of the following documents (in order of precedence) shall prevail: (a) this DPA; (b) the RemoteLock Contract. Except as specifically amended in this DPA, the RemoteLock Contract remains unchanged and in full force and effect.

1. DEFINITIONS

“CCPA” means the California Consumer Privacy Act of 2018 together with any subordinate legislation or regulations.

“Customer Personal Data” means Personal Data that Customer uploads or otherwise provides RemoteLock, including via RemoteLock’s collection on behalf of Customer, in connection with its and/or its authorized users’ use of RemoteLock’s services and/or products.

“Data Protection Requirements” means the CCPA, the General Data Protection Regulation, and any other applicable laws, regulations, and other legal requirements relating to (a) privacy, data security, and protection of Personal Data; and (b) the Processing of any Personal Data.

“General Data Protection Regulation” means Regulation (EU) 2016/679 of the European Parliament and of the Council together with any subordinate legislation or regulation implementing the General Data Protection Regulation.

“Personal Data” means information about an individual that (a) can be used to identify, contact or locate a specific individual; (b) can be reasonably combined with other information to identify, contact or locate a specific individual; or (c) is defined as “personal data” or “personal information” by applicable laws or regulations relating to the collection, use, storage or disclosure of information about an identifiable individual.

“Personal Data Breach” means any accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Personal Data.

“Process” and its cognates mean any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.

“SCCs” means the European Commission Standard Contractual Clauses.

“Subprocessor” means any entity which provides processing services to RemoteLock in furtherance of RemoteLock’s processing of Customer Personal Data.

“Supervisory Authority” means an independent public authority which is (i) established by a European Union member state pursuant to Article 51 of the General Data Protection Regulation; or (ii) the public authority governing data protection, which has supervisory authority and jurisdiction over Customer.

2. NATURE OF DATA PROCESSING

RemoteLock agrees to Process Personal Data received under the Agreement only for the purposes set forth in the Agreement. For the avoidance of doubt, the categories of Personal Data Processed and the categories of data subjects subject to this DPA are described in Schedule A to this DPA.

3. COMPLIANCE WITH LAWS

The parties shall each comply with their respective obligations under all applicable Data Protection Requirements.

4. CUSTOMER OBLIGATIONS

4.1 Customer agrees to:

(i) determine the purposes and general means of RemoteLock’s Processing of Customer Personal Data in accordance with the Agreement; and

(ii) comply with its protection, security and other obligations with respect to Customer Personal Data prescribed by Data Protection Requirements for data controllers.

4.2 Customer agrees to, at RemoteLock's request, designate to RemoteLock a single point of contact responsible for (i) receiving and responding to data subject requests RemoteLock receives from Customer data subjects relating to Customer Personal Data; and (ii) notifying RemoteLock of Customer’s intended response to a data subject request relating to the access to or the rectification, erasure, restriction, portability, blocking or deletion of Customer Personal Data that RemoteLock processes for Customer, and authorizing RemoteLock to fulfill such responses on behalf of Customer.

5. REMOTELOCK OBLIGATIONS

5.1 Processing Requirements. RemoteLock will:

a. Process Customer Personal Data only for the purpose of providing, supporting and improving RemoteLock’s services (including to provide insights and other reporting), using appropriate technical and organizational security measures. RemoteLock will not use or Process the Customer Personal Data for any other purpose. RemoteLock will promptly inform Customer in writing if it cannot comply with the requirements of this DPA;

b. Inform Customer promptly if, in RemoteLock’s opinion, an instruction from Customer violates applicable Data Protection Requirements;

c. Take commercially reasonable steps to ensure that (i) persons employed by it and (ii) other persons engaged to perform on RemoteLock’s behalf comply with the terms of the Agreement;

d. Ensure that its employees, authorized agents and any Subprocessors are required to comply with and acknowledge and respect the confidentiality of the Customer Personal Data, including after the end of their respective employment, contract or assignment;

e. If it intends to engage Subprocessors to help it satisfy its obligations in accordance with this DPA or to delegate all or part of the processing activities to such Subprocessors, (i) remain liable to Customer for the Subprocessors’ acts and omissions with regard to data protection where such Subprocessors act on RemoteLock’s instructions; and (ii) enter into contractual arrangements with such Subprocessors binding them to provide the same level of data protection and information security to that provided for herein; and

f. Upon Customer’s request, provide a list of Subprocessors RemoteLock may use. Customer hereby approves the use of all Subprocessors that RemoteLock may use in connection with RemoteLock’s services.

5.2 Notice to Customer. RemoteLock will inform Customer if RemoteLock becomes aware of:

a. Any non-compliance by RemoteLock or its employees with this DPA or the Data Protection Requirements relating to the protection of Customer Personal Data Processed under this DPA;

b. Any legally binding request for disclosure of Customer Personal Data by a law enforcement authority, unless RemoteLock is otherwise forbidden by law to inform Customer, for example to preserve the confidentiality of an investigation by law enforcement authorities;

c. Any notice, inquiry or investigation by a Supervisory Authority with respect to Customer Personal Data; or

d. Any complaint or request (in particular, requests for access, rectification, erasure, restriction, portability, blocking or deletion of Customer Personal Data) received directly from data subjects of Customer. RemoteLock will not substantively respond to any such request without Customer’s prior written authorization.

5.3 Assistance to Customer. RemoteLock will provide reasonable assistance to Customer regarding:

a. Any requests from Customer data subjects in respect of access to or the rectification, erasure, restriction, portability, blocking or deletion of Customer Personal Data that RemoteLock Processes for Customer. In the event that a data subject sends such a request directly to RemoteLock, RemoteLock will promptly send such request to Customer;

b. The investigation of Personal Data Breaches and the notification to the Supervisory Authority and Customer's data subjects regarding such Personal Data Breaches; and

c. Where appropriate, the preparation of data protection impact assessments and, where necessary, carrying out consultations with any Supervisory Authority.

5.4 Required Processing. If RemoteLock is required by Data Protection Requirements to Process any Customer Personal Data for a reason other than providing the services described in the Agreement, RemoteLock will inform Customer of this requirement in advance of any Processing, unless RemoteLock is legally prohibited from informing Customer of such Processing (e.g., as a result of secrecy requirements that may exist under applicable EU member state laws).

5.5 Security. RemoteLock will:

a. Maintain appropriate organizational and technical security measures (which may include, with respect to personnel, facilities, hardware and software, storage and networks, access controls, monitoring and logging, vulnerability and breach detection, incident response, encryption of Customer Personal Data while in transit and at rest) designed to protect against unauthorized or accidental access, loss, alteration, disclosure or destruction of Customer Personal Data;

b. Be responsible for the sufficiency of the security, privacy, and confidentiality safeguards of all RemoteLock personnel with respect to Customer Personal Data and liable for any failure by such RemoteLock personnel to meet the terms of this DPA;

c. Take reasonable steps to confirm that all RemoteLock personnel are protecting the security, privacy and confidentiality of Customer Personal Data consistent with the requirements of this DPA;

d. Notify Customer of any Personal Data Breach by RemoteLock, its Subprocessors, or any other third parties acting on RemoteLock’s behalf without undue delay and in any event within 48 hours of becoming aware of a Personal Data Breach.

5.6 Notice to RemoteLock. Customer may contact RemoteLock at datasecurity@remotelock.com regarding any matter related to this DPA.

6. AUDIT

6.1 Supervisory Authority Audit. If a Supervisory Authority requires an audit of the data processing facilities from which RemoteLock Processes Customer Personal Data in order to ascertain or monitor Customer's compliance with Data Protection Requirements, RemoteLock will cooperate with such audit. Customer is responsible for all costs and fees related to such audit, including all reasonable costs and fees for any and all time RemoteLock expends for any such audit, in addition to the rates for services performed by RemoteLock.

7. DATA TRANSFERS

Customer hereby agrees that it shall not transfer any Personal Data to RemoteLock prior to the parties implementing additional measures required for any such transfer under applicable law, such as entering SCCs.

8. DATA RETURN AND DELETION

The parties agree that on the termination of the data processing services or upon Customer’s reasonable request, RemoteLock shall, and shall cause any Subprocessors to, at the choice of Customer, return all the Customer Personal Data and copies of such data to Customer or securely destroy them and demonstrate to the satisfaction of Customer that it has taken such measures, unless Data Protection Requirements prevent RemoteLock from returning or destroying all or part of the Customer Personal Data disclosed. In such case, RemoteLock agrees to preserve the confidentiality of the Customer Personal Data retained by it and that it will only actively Process such Customer Personal Data after such date in order to comply with applicable laws. For clarity, RemoteLock may continue to Process Customer Personal Data that has been aggregated in a manner that does not identify individuals or customers to improve RemoteLock’s systems and services.

9. CCPA

The parties agree that for the purposes of the CCPA, RemoteLock acts as a CCPA Service Provider for Customer Personal Data.

10. TERM

This DPA shall remain in effect as long as RemoteLock carries out Personal Data processing operations on behalf of Customer or until the termination of the RemoteLock Contract (and all Personal Data has been returned or deleted in accordance with this DPA).

11. GOVERNING LAW, JURISDICTION, AND VENUE

Notwithstanding anything in the Agreement to the contrary, this DPA shall be governed by the laws of Colorado, and any action or proceeding related to this DPA (including those arising from non-contractual disputes or claims) will be brought in Denver, Colorado.

SCHEDULE A

CATEGORIES OF DATA SUBJECTS

• Customer employees, agents and other administrators accessing RemoteLock services and/or products for the purpose of provide services to Customer’s end users.

• Customer’s end users.

CATEGORIES OF PERSONAL DATA PROCESSED

• Login ID information including name, email address and mobile phone number.

• Access user and guest information including name, email address, mobile phone number and location.

• Remote access control information and transactions including access requests and events.