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Cention European Data Hosting Addendum

EFFECTIVE DAY 1 JUNE 2024

1. Scope

  1. These Cention European Data Hosting Terms of Service (“CEDH Terms”) entered into by and between Cention AB, a Swedish company with offices at Hälsingegatan 49, 11351 Stockholm, Cention (“Cention” “us” or “we”) and the entity placing an order via an applicable Order Form for or accessing any CEDH Services (“Customer” or “you”). “CEDH Services” are defined as the European Data Hosting features and services set forth in these CEDH Terms. In order to use CEDH Services, you must agree to these CEDH Terms.

  2. By agreeing to these CEDH Terms, you represent that your registered address is located in one of the following locations: a member state of the European Economic Area (“EEA”), Switzerland, or the United Kingdom.

  3. CEDH Services are considered effective and will be in force from the effective date of this addendum or the time that you enter into an agreement with Cention. The Cention Terms of Service (https://www.cention.com/master-subscription-agreement-ver-2022-05/) (“Terms”) and the Cention DPA (https://cention.com/dpa) are incorporated by reference and will control for any provisions not addressed in these CEDH Terms. The Terms continue to apply with regard to your use of the Services (as defined in the Terms) and use of any Services. In the event that you are no longer a customer in good standing of Cention, your use of the CEDH Services will be terminated.

  4. All capitalized terms not defined in the CEDH Terms have the meanings set forth in the Terms.

  5. Unless stated otherwise, in the event of a conflict between these CEDH Terms, including any attachments herein, and any other applicable terms including the Terms, the provisions of these CEDH Terms will control but only with respect to the subject matter hereof. For the avoidance of doubt, these CEDH Terms will control in the event of a conflict with the Terms/Master Subscription Agreement and the DPA.

2. CEDH Services

  1. The CEDH Services offers the same features as non CEDH existing Services. By agreeing to and complying with these CEDH Terms we grant you a non-exclusive, revocable, non-transferable, limited license to use the CEDH Services.

  2. Description of the CEDH Services:
    1. Cention European Data Hosting (“CEDH”) forms a stand-alone European cloud, hosted in Stockholm, Sweden and Dublin, Ireland.
    2. Under CEDH, the data associated with an EU-based (or United Kingdom or Switzerland based) Cention workspace stays within EU. This includes:
      • All Visitor and Contact data collected by a workspace.
      • All the Conversation data that happens via a workspace.
      • All the data attributes or events a Customer collects on their workspace.

  3. The only personal data that may leave the EU will be:
    1. The Cention Customer’s name and email. We might require this for processing in our billing systems.
    2. Workspace administrative data like name, email, etc., that Cention collects in providing customer services such as support to our Customers—please see 3 below for more details.
    3. CEDH Services will provide the same functionality as our non-European cloud.

  4. As per our Support policy, Support is provided 24 hours per day, 7 days per week. Cention has a globally distributed team that provides this level of coverage. The vast majority of support issues are responded to and resolved without any need to access any personal data except the Name and contact details (email and/or phone number) to the individual that files a support case. Incident submissions made can be responded to by non-EU based employees. As sensitive data can not leave the EU, there can be times when the resolution of certain support issues that involves access to your data will need to be escalated to an EU based employee. This can result in longer resolution time outside of EU business hours.

3. Customer Obligations

  1. As part of using the CEDH Services, you may be asked to provide feedback regarding your use of the CEDH Services. You acknowledge that we own any feedback provided, and you hereby grant to us, if for any reason it is further needed, a perpetual, non-revocable, royalty-free worldwide license to use and/or incorporate such feedback into any of our products or services at any time at our sole discretion. If we choose to publish such feedback, we will either do so in a way that does not identify you or seek your consent in the event we do wish to identify you. We may also monitor how you use the CEDH Services and use that information to improve the CEDH Services or our other products and services.

  2. You understand that even with these CEDH Services enabled, Cention cannot control or be held responsible for errors in transmission, third-party access (unauthorized or otherwise), third country transfers, or other causes beyond Cention’s control. This includes but is not limited to your use of third-party tools or integrations in conjunction with the CEDH Terms.

4. Survival

  1. Sections 1, 2, and 3 will survive the expiration or termination of the CEDH Terms.

Exhibit A

Cention Europe Data Processing Addendum

The Data Processing Addendum located at https://www.cention.com/dpa is hereby incorporated by reference but with the following modifications:

  1. Section 7. i. “Authorization for Sub-processing” is replaced as follows: Customer agrees that Cention engages Amazon Web Services, Inc. (“AWS”) for hosting and storage and this occurs in Stockholm, Sweden and Dublin, Ireland. Cention’s use of Sub-processors including Cention Affiliates) may be updated from time to time; and (b) such Affiliates and Sub-processors respectively may engage third party processors to process Customer Data on Cention’s behalf. Customer provides a general authorization for Cention to engage onward sub-processors that is conditioned on the following requirements: (a) Cention will restrict the onward sub-processor’s access to Customer Data only to what is strictly necessary to provide the Services, and Cention will prohibit the Sub-processor from processing the Personal Data for any other purpose. (b) Cention agrees to impose contractual data protection obligations, including appropriate technical and organizational measures to protect personal data, on any sub-processor it appoints that require such sub-processor to protect Customer Data to the standard required by Applicable Data Protection Legislation; and (c) Cention will remain liable and accountable for any breach of this DPA that is caused by an act or omission of its sub-processors.

  2. Section 7. ii. “Current Sub-processors and Notification of Sub-processor Additions” is replaced as follows:
    1. Customer understands that effective operation of the Services may require the transfer of Customer Data to Cention Affiliates, such as Cention Sdn Bhd, or to Cention’s Sub-processors. Customer hereby authorizes the transfer of Customer Data to locations outside Europe (as outlined in Section 2. b. (Description of the CEDH Service) of the CEDH Terms), including to Cention Affiliates and Sub-processors, subject to continued compliance with this DPA throughout the duration of the Agreement. Customer hereby provides general authorization to Cention engaging additional third-party Sub-processors to process Customer Data within the Services for the Permitted Purposes. Cention may, by giving reasonable notice to the Customer add or replace Sub-processors at least 10 days prior to any such changes. If Customer objects to the appointment of an additional Sub-processor within thirty (30) calendar days of such notice on reasonable grounds relating to the protection of the Personal Data, then Cention will work in good faith with Customer to find an alternative solution. In the event that the parties are unable to find such a solution, Customer may terminate the Agreement at no additional cost.

    2. Section 12. i. “Location of Processing” is replaced as follows: Location of Processing is governed by Section 2. b. (Description of the CEDH Service) of the CEDH Terms.