Data Protection Addendum

This Data Protection Addendum ("Addendum") between Breathe ESG and the Customer (as defined in the Agreement) forms part of the Breathe ESG Terms of Service, or such other written or electronic agreement incorporating this Addendum, in each case governing Customer's access to and use of the Services (the "Agreement").

Customer enters into this Addendum on behalf of itself and any Affiliates authorized to use the Services under the Agreement and who have not entered into a separate contractual arrangement with Breathe ESG. For the purposes of this Addendum only, and except where otherwise indicated, references to "Customer" shall include Customer and such Affiliates.

Definitions

In this Addendum, the following terms shall have the meanings set out below and cognate terms shall be construed accordingly:

• "Affiliate" means an entity that owns or controls, is owned or controlled by or is or under common control or ownership with either Customer or Breathe ESG (as the context allows), where control is defined as the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise;
• "Customer Personal Data" means any Personal Data provided by or made available by Customer to Breathe ESG or collected by Breathe ESG on behalf of Customer which is Processed by Breathe ESG to perform the Services;
• "Controller to Processor SCCs" means the standard contractual clauses for cross-border transfers published by the European Commission on June 4, 2021 governing the transfer of European Area Personal Data to Third Countries as adopted by the European Commission, the Swiss Federal Data Protection and Information Commissioner ("Swiss FDPIC") relating to data transfers to Third Countries (collectively "EU SCCs"); (ii) the international data transfer addendum ("UK Transfer Addendum") adopted by the UK Information Commissioner's Office ("UK ICO") for data transfers from the UK to Third Countries; or (iii) any similar such clauses adopted by a data protection regulator relating to Personal Data transfers to Third Countries, including without limitation any successor clauses thereto;
• "Data Protection Laws" means any local, state, or national law regarding the processing of Personal Data applicable to Breathe ESG in the jurisdictions in which the Services are provided to Customer, including, without limitation, privacy, security, and data protection law;
• "EU Area" means the European Union, European Economic Area, United Kingdom, and Switzerland;
• "EU Area Law" means (i) Directive 95/46/EC and, from May 25, 2018, Regulation (EU) 2016/679 ("EU GDPR") together with applicable legislation implementing or supplementing the same or otherwise relating to the processing of Personal Data of natural persons; (ii) the Data Protection Act 1998 of the United Kingdom and the EU GDPR as saved into United Kingdom Law by virtue of section 3 of the United Kingdom's European Union (Withdrawal) Act 2018 (the "UK GDPR"); (iii) the Swiss Federal Data Protection Act of 19 June 1992 and its Ordinance ("Swiss DPA"); (iv) any other law relating to the data protection, security, or privacy of individuals that applies in the EU Area; or (v) any successor or amendments thereto (including, without limitation, implementation of the EU GDPR by Member States into their national law);
• "Services" means the services to be supplied by Breathe ESG to Customer or Customer's Affiliates pursuant to the Agreement; and
• "Third Country" means countries that, where required by applicable Data Protection Laws, have not received an adequacy decision from an applicable authority relating to cross-border data transfers of Personal Data, including regulators such as the European Commission, UK ICO, or Swiss FDPIC.

The terms "Business", "Business Purpose", "commercial purpose", "Contractor", "Controller", "Data Subject", "Personal Data", "Personal Data Breach", "Process", "Processor", "Sell", "Service Provider", "Share", "Subprocessor", "Supervisory Authority", and "Third Party" have the same meanings as described in applicable Data Protection Laws and cognate terms shall be construed accordingly.

Capitalized terms not otherwise defined in this Addendum shall have the meanings ascribed to them in the Agreement.

Roles of the parties

The Parties acknowledge and agree that with regard to the Processing of Customer Personal Data, and as more fully described in Annex 1 hereto, Customer acts as a Business or Controller, and Breathe ESG acts as a Service Provider or Processor. This Addendum shall apply solely to the Processing of Customer Personal Data by Breathe ESG acting as a Processor, Subprocessor, or Third Party (as specified in Annex 1).

The Parties expressly agree that Customer shall be solely responsible for ensuring timely communications to Customer's Affiliates or the relevant Controller(s) who receive the Services, insofar as such communications may be required or useful in light of applicable Data Protection Laws to enable Customer's Affiliates or the relevant Controller(s) to comply with such Laws.

Description and purpose of personal data processing

In Annex 1 to this Addendum, the Parties have mutually set out their understanding of the subject matter and details of the Processing of the Customer Personal Data to be Processed by Breathe ESG pursuant to this Addendum. The Parties may make reasonable amendments to Annex 1 on mutual written agreement and as reasonably necessary to meet those requirements. Annex 1 does not create any obligation or rights for any Party.

The purpose of Processing under this Addendum is the provision of the Services pursuant to the Agreement and any Order Form(s).

Data processing terms

Customer shall comply with all applicable Data Protection Laws in connection with the performance of this Addendum and the Processing of Customer Personal Data. In connection with its access to and use of the Services, Customer shall Process Customer Personal Data within such Services and provide Breathe ESG with instructions in accordance with applicable Data Protection Laws. As between the Parties, Customer shall be solely responsible for compliance with applicable Data Protection Laws regarding the collection of and transfer to Breathe ESG of Customer Personal Data. Customer agrees not to provide Breathe ESG with any data concerning a natural person's health, religion or any special categories of data as defined in Article 9 of the GDPR.

Breathe ESG shall comply with all applicable Data Protection Laws in the Processing of Customer Personal Data and Breathe ESG shall Process the Customer Personal Data for the purposes of the Agreement and for the specific purposes in each case as set out in Annex 1 to this Addendum and otherwise solely on the documented instructions of Customer, for the purposes of providing the Services and as otherwise necessary to perform its obligations under the Agreement. The Agreement, this Addendum, and Customer's use of the Services' features and functionality are Customer's written instructions to Breathe ESG in relation to Processing Customer Personal Data, including as follows:

Use and disclosure

Breathe ESG shall use, retain, disclose, or otherwise Process Customer Personal Data only on behalf of Customer and for the specific business purpose of providing the Services and in accordance with Customer's instructions, including as described in the Agreement. Breathe ESG shall not Sell or Share Customer Personal Data, nor use, retain, disclose, or otherwise Process Customer Personal Data outside of its business relationship with Customer or for any other purpose (including Breathe ESG's commercial purpose) except as required or permitted by law. Breathe ESG shall immediately inform Customer (a) if Breathe ESG determines that it is no longer able to meet its obligations under Data Protection Laws or (b) if, in Breathe ESG's opinion, an instruction infringes applicable Data Protection Laws. Customer reserves the right to take reasonable and appropriate steps to ensure Breathe ESG's Processing of Customer Personal Data is consistent with Customer's obligations under Data Protection Law and discontinue and remediate unauthorized use of Customer Personal Data.

Permitted processing

Breathe ESG shall have rights to process Customer Personal Data solely (i) to the extent necessary to (a) perform the Business Purposes and its obligations under the Agreement; (b) operate, manage, test, maintain and enhance the Services including as part of its business operations; (c) to disclose aggregate statistics about the Services in a manner that prevents individual identification or re-identification of Customer Personal Data, including without limitation any individual device or individual person; and/or (d) protect the Services from a threat to the Services or Customer Personal Data; or (ii) if required by court order of a court or authorized governmental agency, provided that prior notice first be given to Customer; (iii) as otherwise expressly authorized by Customer.

Breathe ESG will not combine Customer Personal Data which Breathe ESG Processes on Customer's behalf with Personal Data which it receives from or on behalf of another person or persons, or collects from its own interaction with individuals, provided that Breathe ESG may combine personal information to perform any Business Purpose permitted or required under the Agreement to perform the Services.

Confidentiality and security measures

Breathe ESG shall implement and maintain measures designed to ensure that Breathe ESG personnel authorized to process the Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality unless disclosure is required by law or professional regulations.

Breathe ESG shall implement and maintain the technical and organizational measures set out in the Agreement, and, taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, implement and maintain any further commercially reasonable and appropriate administrative, technical, and organizational measures designed to ensure a level of security appropriate to the risk of the Processing of Customer Personal Data in accordance with Article 32 of the GDPR, and specifically:

• pseudonymization and encryption of Customer Personal Data;
• ensuring ongoing confidentiality, integrity, availability and resilience of Breathe ESG's processing systems and services that process Customer Personal Data;
• restoring availability and access to Customer Personal Data in a timely manner in the event of a physical or technical incident; and
• regularly testing, assessing and evaluating the effectiveness of technical and organizational measures for ensuring the security of the processing of the Customer Personal Data.

Sub-processors

Customer hereby agrees that Breathe ESG is generally authorized to engage and appoint Sub-processors, and specifically the Sub-processors listed in Annex 2 hereto, subject to Breathe ESG:

• notifying Customer at least thirty (30) calendar days in advance of any intended changes or additions to its Sub-processors listed in Annex 2 by emailing notice of the intended change to Customer;
• including data protection obligations in its contract with each Sub-processor that are materially the same as those set out in this Addendum; and
• remaining liable to Customer for any failure by each Sub-processor to fulfill its obligations in relation to the Processing of the Customer Personal Data.

In relation to any notice received, Customer shall have a period of 30 (thirty) days from the date of the notice to inform Breathe ESG in writing of any reasonable objection on data protection grounds to the use of that Sub-processor. The parties will then, for a period of no more than 30 (thirty) days from the date of Customer's objection, work together in good faith to attempt to find a commercially reasonable solution for Customer which avoids the use of the objected-to Sub-processor. Where no such solution can be found, either Party may (notwithstanding anything to the contrary in the Agreement) terminate the relevant Services immediately on written notice to the other Party, without damages, penalty or indemnification whatsoever (but without prejudice to any fees incurred by Customer prior to termination).

Disclosure requests and data subject requests

To the extent legally permissible, Breathe ESG shall promptly notify Customer in case of any legally binding requests (i.e., disclosures required by law, court order, or subpoena) for disclosure of Customer Personal Data by Breathe ESG. In case it is not legally binding then Customer Personal Data would not be disclosed and Breathe ESG will notify the Customer of such request rejection. A record of all legally binding disclosure requests relating to Customer Personal Data shall be maintained.

To the extent legally permissible, Breathe ESG shall promptly notify Customer of any communication from a Data Subject regarding the Processing of Customer Personal Data, or any other communication (including from a Supervisory Authority) relating to any obligation under the applicable Data Protection Laws in respect of the Customer Personal Data. Breathe ESG will not respond to any such request or complaint unless expressly authorized to do so by Customer or is otherwise required to respond under applicable Data Protection Laws. Taking into account the nature of the Processing, Breathe ESG will reasonably assist Customer (or the relevant Controller) by appropriate technical and organizational measures, insofar as this is possible, for the fulfillment of Customer's, Customer's Affiliates' or the relevant Controller(s)' obligation to respond to requests for exercising the data subject's rights laid down in Chapter III GDPR. Customer agrees to pay Breathe ESG for time and for out of pocket expenses incurred by Breathe ESG in connection with the performance of these obligations.

Personal data breaches

Upon Breathe ESG becoming aware of a Personal Data Breach involving Customer Personal Data, Breathe ESG shall notify Customer without undue delay, such notice to include, to the extent reasonably available to Breathe ESG, all timely information reasonably required by Customer (or the relevant Controller) to comply with its data breach reporting obligations under the applicable Data Protection Laws. Breathe ESG shall further take all such measures and actions as are necessary to remedy or mitigate the effects of such Security Incident and shall keep Customer reasonably informed of developments concerning Customer Personal Data.

To the extent required by the applicable Data Protection Laws, Breathe ESG shall provide reasonable assistance to Customer, Customer's Affiliates' or the relevant Controller(s)' with its obligations pursuant to Articles 32 to 36 of the GDPR taking into account the nature of the Processing and information available to Breathe ESG. Customer agrees to pay Breathe ESG for time and for out of pocket expenses incurred by Breathe ESG in connection with any assistance provided in connection with Articles 35 and 36 of the GDPR.

Return, deletion and records

Breathe ESG shall cease Processing the Customer Personal Data upon the termination or expiry of the Agreement, and at option of Customer, Customer's Affiliates or the relevant Controller(s) either return or delete (including by ensuring such data is in non-readable format) all copies of the Customer Personal Data Processed by Breathe ESG, unless (and solely to the extent and for such period as) applicable law requires Breathe ESG to retain some or all of the Customer Personal Data. Any such Customer Personal Data retained shall remain subject to the obligations of confidentiality set forth in the Agreement.

Breathe ESG shall maintain the necessary records in support of demonstrating compliance with its obligations (as specified in the applicable contract) for the processing of Customer Personal Data carried out on behalf of the Customer.

Audits

Breathe ESG shall make available to Customer all information reasonably necessary to demonstrate compliance with this Addendum and allow for and contribute to audits, including inspections, by Customer, or an independent third party auditor mandated by Customer, provided that Customer gives Breathe ESG reasonable prior notice of its intention to audit, conducts its audit during Breathe ESG's normal business hours, and takes all reasonable measures to prevent unnecessary disruption to Breathe ESG's operations. For the purposes of demonstrating compliance with this Addendum, the Parties agree that in the first instance, once per year during the term of the Agreement (except if and when required by instruction of a competent Supervisory Authority or where Customer believes a further audit is necessary due to a Personal Data Breach concerning Customer Personal Data suffered by Breathe ESG), Breathe ESG will provide to Customer responses to cybersecurity and other assessments and only where Customer cannot establish Breathe ESG's compliance with this Addendum from Breathe ESG's responses shall Customer request to inspect Breathe ESG's processing operations. Customer agrees to pay Breathe ESG for time and for out of pocket expenses incurred by Breathe ESG in connection with assistance provided in connection with such audits, responses to cybersecurity and other assessments.

Restricted transfers

The parties agree that when the transfer of Customer Personal Data from Customer and/or any of its Affiliates (as exporter) to Breathe ESG (as importer) is a Restricted Transfer and EU Area Law applies, the transfer shall be subject to the appropriate Controller to Processor SCCs, which shall be deemed incorporated into and form part of this Addendum as follows.

EU GDPR

In relation to Customer Personal Data that is protected by the EU GDPR and processed by Breathe ESG on behalf of and under the instruction of Customer, the EU SCCs will apply completed as follows:

• Module Two will apply (controller to processor transfers);
• In Clause 7, the optional docking clause will apply;
• In Clause 9, Option 2 will apply, and the time period for prior notice of sub-processor changes shall be as set out in this Addendum;
• In Clause 11, the optional language will not apply;
• In Clause 17, Option 1 will apply, and the EU SCCs will be governed by Irish law;
• In Clause 18(b), disputes shall be resolved before the courts of the Republic of Ireland;
• Annex I of the EU SCCs shall be deemed completed with the information set out in Annex 1 to this Addendum; and
• Annex II of the EU SCCs shall be deemed completed with the information set out in the technical and organisational measures below.

Swiss DPA

In relation to Customer Personal Data that is protected by the Swiss DPA, the EU SCCs shall apply in accordance with the section above, but with the following modifications:

• Any references in the EU SCCs to "Regulation (EU) 2016/679" shall be interpreted as references to the Swiss DPA and the equivalent articles or sections therein;
• Any references to "EU", "Union", "Member State", and "Member State law" shall be interpreted as references to Switzerland and Swiss law, as the case may be;
• Any references to the "competent supervisory authority" and "competent courts" shall be interpreted as references to the relevant data protection authority and courts in Switzerland; and
• The Controller to Processor SCCs shall be governed by the laws of Switzerland and disputes shall be resolved before the competent Swiss Courts.

UK GDPR

In relation to Customer Personal Data that is protected by the UK GDPR, the EU SCCs shall apply as modified and interpreted by the Part 2: Mandatory Clauses of the UK Addendum, which shall be incorporated into and form an integral part of this Addendum. Any conflict between the terms of the EU SCCs and the UK Addendum shall be resolved in accordance with Section 10 and Section 11 of the UK Addendum. In addition, tables 1 to 3 in Part 1 of the UK Addendum shall be completed respectively with the information set out in Annex 1 of this Addendum, and table 4 in Part 1 of the UK Addendum shall be deemed completed by selecting both "Importer" and "Exporter".

Breathe ESG shall not participate in any other Restricted Transfers of Customer Personal Data (whether as an importer or an exporter of the Customer Personal Data) unless the Restricted Transfer is made in compliance with applicable Data Protection Law and pursuant to the relevant Standard Contractual Clauses implemented between the relevant exporter and importer of the Customer Personal Data, as necessary in order to comply with applicable Data Protection Law.

Precedence

The provisions of this Addendum are supplemental to the provisions of the Agreement. In the event of any inconsistency between the provisions of this Addendum and the provisions of the Agreement, the provisions of this Addendum shall prevail. In the event that any provision of this Addendum and/or the Agreement contradicts, directly or indirectly, the Controller to Processor SCCs, the Controller to Processor SCCs will control.

Indemnity

To the extent permissible by law, Customer shall (a) defend Breathe ESG and its Affiliates (collectively, "Indemnified Parties") from and against any and all claims, demands, suits, or proceedings made or brought against any of the Indemnified Parties by any third party (each, a "Claim"), and (b) indemnify and hold harmless the Indemnified Parties from and against any and all losses, damages, liabilities, fines and administrative fines, penalties, settlements, and costs and expenses of any kind (including, without limitation, reasonable legal, investigatory, and consultancy fees and expenses) incurred or suffered by any of the Indemnified Parties, in each case arising from any breach by Customer of this Addendum or of its obligations under applicable Data Protection Laws. Breathe ESG may participate in the defense and/or settlement of a Claim with counsel of its choosing at its own expense.

Severability

The Parties agree that, if any section or sub-section of this Addendum is held by any court or competent authority to be unlawful or unenforceable, it shall not invalidate or render unenforceable any other section of this Addendum.

Miscellaneous

The Addendum considers the following and follows:

• Privacy by design and default
• Achieving security of Processing
• Notification of breaches involving Customer Personal Data to the relevant Supervisory Authority
• Notification of breaches involving Customer Personal Data to Customer
• Conducting Privacy Impact Assessment where appropriate and required by applicable Data Protection Law
• Assurance of Breathe ESG's assistance if prior consultations with relevant Supervisory Authorities are needed and required by applicable Data Protection Laws

Breathe ESG shall comply with all statutory and regulatory requirements, ISO 27001:2013, ISO 27701:2019, and EU GDPR.

Annex 1: Description of processing activities for customer personal data

Data exporter

Data importer

Competent supervisory authority

Annex 2: Breathe ESG sub-processors

Technical and organisational security measures

Description of the technical and organisational security measures implemented by Breathe ESG as the data processor and data importer to ensure an appropriate level of security, taking into account the nature, scope, context, and purpose of the processing, and the risks for the rights and freedoms of natural persons.

Security management system

• Organization: Breathe ESG designates qualified security personnel whose responsibilities include development, implementation, and ongoing maintenance of the Information Security Program.
• Policies: Management reviews and supports all security-related policies to ensure the security, availability, integrity, and confidentiality of Customer Personal Data. These policies are updated at least once annually.
• Assessments: Breathe ESG engages a reputable independent third-party to perform risk assessments of all systems containing Customer Personal Data at least once annually.
• Risk treatment: Breathe ESG maintains a formal and effective risk treatment program that includes penetration testing, vulnerability management, and patch management to identify and protect against potential threats to the security, integrity, or confidentiality of Customer Personal Data.
• Vendor management: Breathe ESG maintains an effective vendor management program.
• Incident management: Breathe ESG reviews security incidents regularly, including effective determination of root cause and corrective action.
• Standards: Breathe ESG operates an information security management system that complies with the requirements of the ISO/IEC 27001:2013 standard.

Personnel security

Breathe ESG personnel are required to conduct themselves in a manner consistent with the company's guidelines regarding confidentiality, business ethics, appropriate usage, and professional standards. Breathe ESG conducts reasonably appropriate background checks on any employees who will have access to client data under this Agreement, including in relation to employment history and criminal records, to the extent legally permissible and in accordance with applicable local labor law, customary practice, and statutory regulations.

Personnel are required to execute a confidentiality agreement in writing at the time of hire and to protect Customer Personal Data at all times. Personnel must acknowledge receipt of, and compliance with, Breathe ESG's confidentiality, privacy, and security policies. Personnel are provided with privacy and security training on how to implement and comply with the Information Security Program. Personnel handling Customer Personal Data are required to complete additional requirements appropriate to their role. Breathe ESG's personnel will not process Customer Personal Data without authorization.

Access controls

• Access management: Breathe ESG maintains a formal access management process for the request, review, approval, and provisioning of all personnel with access to Customer Personal Data. Access reviews are conducted periodically to ensure that only those personnel with access to Customer Personal Data still require it.
• Infrastructure security personnel: Breathe ESG maintains a security policy for its personnel and requires security training as part of the training package. Infrastructure security personnel are responsible for ongoing monitoring of the security infrastructure, review of the Services, and responding to security incidents.
• Access control and privilege management: administrators and end users must authenticate themselves via a multi-factor authentication system or via a single sign-on system to use the Services.
• Internal data access processes and policies: systems are designed to only allow authorized persons to access data based on principles of least privilege and need to know. Unique user IDs, strong passwords, two-factor authentication, and monitored access lists minimize the potential for unauthorized account use. Approvals are managed by workflow tools that maintain audit records of all changes, and access to systems is logged to create an audit trail.

Data centre and network security

• Infrastructure: Breathe ESG has AWS as its data centre.
• Resiliency: multiple availability zones are enabled on AWS, and Breathe ESG conducts backup restoration testing on a regular basis.
• Server operating systems: servers are customized for the application environment and hardened for the security of the Services. A code review process increases the security of the code used to provide the Services.
• Disaster recovery: Breathe ESG replicates data over multiple systems to help protect against accidental destruction or loss, and regularly plans and tests its disaster recovery programs.
• Security logs: systems have logging enabled to their respective system log facility to support security audits and detect attempted attacks or intrusions.
• Vulnerability management: regular vulnerability scans are performed on all infrastructure components of the production and development environments. Vulnerabilities are remediated on a risk basis, with critical, high, and medium security patches installed as soon as commercially possible.

Networks and transmission

• Data transmission: transmissions on production environments are transmitted via internet standard protocols.
• External attack surface: an AWS Security Group, equivalent to a virtual firewall, is in place for the production environment.
• Incident response: Breathe ESG maintains incident management policies and procedures, including detailed security incident escalation procedures, and monitors a variety of communication channels for security incidents.
• Encryption technologies: Breathe ESG makes HTTPS encryption (also referred to as SSL or TLS) available for data in transit.
• Data storage, isolation, authentication, and destruction: data is stored in a multi-tenant environment on AWS servers and replicated between multiple availability zones. Breathe ESG logically isolates the data of different customers, uses a central authentication system across all Services, and ensures secure disposal of client data through a series of data destruction processes.

Contact us

If you have any questions about this Addendum, you can contact us at saurav@breatheesg.com.