Data Processing Addendum

This Data Processing Addendum ("DPA") supplements the Terms of Service (the "Agreement") entered into by and between Customer (as defined in the Agreement) and InboxPilot of 2810 N Church St PMB 16104, Wilmington, Delaware 19802-4447, United States ("InboxPilot"). By executing the Agreement, Customer enters into this DPA on behalf of itself and, to the extent required under applicable Data Protection Laws, in the name and on behalf of its Affiliates, if any. This DPA incorporates the terms of the Agreement, and any terms not defined in this DPA shall have the meaning set forth in the Agreement. The parties therefore agree as follows:

1. Definitions

1. Affiliate means (i) an entity of which a party directly or indirectly owns fifty percent (50%) or more of the stock or other equity interest, (ii) an entity that owns at least fifty percent (50%) or more of the stock or other equity interest of a party, or (iii) an entity which is under common control with a party by having at least fifty percent (50%) or more of the stock or other equity interest of such entity and a party owned by the same person, but such entity shall only be deemed to be an Affiliate so long as such ownership exists.
2. Authorized Sub-Processor means a third party who has a need to know or otherwise access Customer's Personal Data to enable InboxPilot to perform its obligations under this DPA or the Agreement, and who is either (1) listed in Exhibit B or (2) subsequently authorized under Section 4.2 of this DPA.
3. InboxPilot Account Data means personal data that relates to InboxPilot's relationship with Customer, including the names or contact information of individuals authorized by Customer to access Customer's account and billing information of individuals that Customer has associated with its account. InboxPilot Account Data also includes any data InboxPilot may need to collect for the purpose of managing its relationship with Customer, identity verification, or as otherwise required by applicable laws and regulations.
4. InboxPilot Usage Data means Service usage data collected and processed by InboxPilot in connection with the provision of the Services, including without limitation data used to identify the source and destination of a communication, activity logs, and data used to optimize and maintain performance of the Services, and to investigate and prevent system abuse.
5. Data Exporter means Customer.
6. Data Importer means InboxPilot.
7. Data Protection Laws means any applicable laws and regulations in any relevant jurisdiction relating to the use or processing of Personal Data including: (i) the California Consumer Privacy Act as amended by the CPRA ("CCPA"), (ii) the General Data Protection Regulation (Regulation (EU) 2016/679) ("EU GDPR") and the EU GDPR as it forms part of the law of England and Wales by virtue of section 3 of the European Union (Withdrawal) Act 2018 (the "UK GDPR") (together, collectively, the "GDPR"), (iii) the Swiss Federal Act on Data Protection, (iv) the UK Data Protection Act 2018; and (v) the Privacy and Electronic Communications (EC Directive) Regulations 2003; in each case, as updated, amended or replaced from time to time. The terms "Data Subject", "Personal Data", "Personal Data Breach", "processing", "processor," "controller," and "supervisory authority" shall have the meanings set forth in the GDPR.
8. EU SCCs means the standard contractual clauses approved by the European Commission in Commission Decision 2021/914 dated 4 June 2021, for transfers of personal data to countries not otherwise recognized as offering an adequate level of protection for personal data by the European Commission (as amended and updated from time to time), as modified by Section 6.2 of this DPA.
9. ex-EEA Transfer means the transfer of Personal Data, which is processed in accordance with the GDPR, from the Data Exporter to the Data Importer (or its premises) outside the European Economic Area (the "EEA"), and such transfer is not governed by an adequacy decision made by the European Commission in accordance with the relevant provisions of the GDPR.
10. ex-UK Transfer means the transfer of Personal Data covered by Chapter V of the UK GDPR, which is processed in accordance with the UK GDPR and the Data Protection Act 2018, from the Data Exporter to the Data Importer (or its premises) outside the United Kingdom (the "UK"), and such transfer is not governed by an adequacy decision made by the Secretary of State in accordance with the relevant provisions of the UK GDPR and the Data Protection Act 2018.
11. Services shall have the meaning set forth in the Agreement.
12. Standard Contractual Clauses means the EU SCCs and the UK SCCs.
13. UK SCCs means the EU SCCs, as amended by the UK Addendum.

2. Relationship of the Parties; Processing of Data

1. The parties acknowledge and agree that with regard to the processing of Personal Data, Customer may act either as a controller or processor and, except as expressly set forth in this DPA or the Agreement, InboxPilot is a processor. Customer shall, in its use of the Services, at all times process Personal Data, and provide instructions for the processing of Personal Data, in compliance with Data Protection Laws. Customer shall ensure that the processing of Personal Data in accordance with Customer's instructions will not cause InboxPilot to be in breach of the Data Protection Laws. Customer is solely responsible for the accuracy, quality, and legality of (i) the Personal Data provided to InboxPilot by or on behalf of Customer, (ii) the means by which Customer acquired any such Personal Data, and (iii) the instructions it provides to InboxPilot regarding the processing of such Personal Data. Customer shall not provide or make available to InboxPilot any Personal Data in violation of the Agreement or otherwise inappropriate for the nature of the Services, and shall indemnify InboxPilot from all claims and losses in connection therewith.
2. InboxPilot shall not process Personal Data (i) for purposes other than those set forth in the Agreement and/or Exhibit A, (ii) in a manner inconsistent with the terms and conditions set forth in this DPA or any other documented instructions provided by Customer, including with regard to transfers of personal data to a third country or an international organization, unless required to do so by Supervisory Authority to which InboxPilot is subject; in such a case, InboxPilot shall inform the Customer of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest, or (iii) in violation of Data Protection Laws. Customer hereby instructs InboxPilot to process Personal Data in accordance with the foregoing and as part of any processing initiated by Customer in its use of the Services.
3. The subject matter, nature, purpose, and duration of this processing, as well as the types of Personal Data collected and categories of Data Subjects, are described in Exhibit A to this DPA.
4. Following completion of the Services, at Customer's choice, InboxPilot shall return or delete Customer's Personal Data, unless further storage of such Personal Data is required or authorized by applicable law. If return or destruction is impracticable or prohibited by law, rule or regulation, InboxPilot shall take measures to block such Personal Data from any further processing (except to the extent necessary for its continued hosting or processing required by law, rule or regulation) and shall continue to appropriately protect the Personal Data remaining in its possession, custody, or control.
5. CCPA. Except with respect to InboxPilot Account Data and InboxPilot Usage Data, the parties acknowledge and agree that InboxPilot is a service provider for the purposes of the CCPA (to the extent it applies) and is receiving personal information from Customer in order to provide the Services pursuant to the Agreement, which constitutes a business purpose. InboxPilot shall not sell any such personal information. InboxPilot shall not retain, use or disclose any personal information provided by Customer pursuant to the Agreement except as necessary for the specific purpose of performing the Services for Customer pursuant to the Agreement, or otherwise as set forth in the Agreement or as permitted by the CCPA.

3. Confidentiality

1. InboxPilot shall ensure that any person it authorizes to process Personal Data has agreed to protect Personal Data in accordance with InboxPilot's confidentiality obligations in the Agreement. Customer agrees that InboxPilot may disclose Personal Data to its advisers, auditors or other third parties as reasonably required in connection with the performance of its obligations under this DPA, the Agreement, or the provision of Services to Customer.

4. Authorized Sub-Processors

1. Customer acknowledges and agrees that InboxPilot may (1) engage its Affiliates as well as the Authorized Sub-Processors on the List (defined below) to access and process Personal Data in connection with the Services and (2) from time to time engage additional third parties for the purpose of providing the Services, including without limitation the processing of Personal Data. By way of this DPA, Customer provides general written authorization to InboxPilot to engage sub-processors as necessary to perform the Services.
2. A list of InboxPilot's current Authorized Sub-Processors (the "List") is set forth in Exhibit B. InboxPilot will provide at least ten (10) days' notice before enabling any third party other than existing Authorized Sub-Processors to access or participate in the processing of Personal Data, by updating the List and notifying Customer at the email address associated with Customer's account. Customer may object to such an engagement by informing InboxPilot in writing within ten (10) days of receipt of such notice, provided such objection is in writing and based on reasonable grounds relating to data protection. Customer acknowledges that certain sub-processors are essential to providing the Services and that objecting to the use of a sub-processor may prevent InboxPilot from offering the Services to Customer.
3. If Customer reasonably objects to an engagement in accordance with Section 4.2, and InboxPilot cannot provide a commercially reasonable alternative within a reasonable period of time, Customer may discontinue the use of the affected Service by providing written notice to InboxPilot. Discontinuation shall not relieve Customer of any fees owed to InboxPilot under the Agreement.
4. If Customer does not object to the engagement of a third party in accordance with Section 4.2 within ten (10) days of notice by InboxPilot, that third party will be deemed an Authorized Sub-Processor for the purposes of this DPA.
5. InboxPilot will enter into a written agreement with the Authorized Sub-Processor imposing on the Authorized Sub-Processor data protection obligations comparable to those imposed on InboxPilot under this DPA with respect to the protection of Personal Data. In case an Authorized Sub-Processor fails to fulfill its data protection obligations under such written agreement with InboxPilot, InboxPilot will remain liable to Customer for the performance of the Authorized Sub-Processor's obligations under such agreement.

5. Security of Personal Data

1. 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, InboxPilot shall maintain appropriate technical and organizational measures to ensure a level of security appropriate to the risk of processing Personal Data. Exhibit C sets forth additional information about InboxPilot's technical and organizational security measures.

6. Transfers of Personal Data

1. The parties agree that InboxPilot may transfer Personal Data processed under this DPA outside the EEA, the UK, or Switzerland as necessary to provide the Services. Customer acknowledges that InboxPilot's primary processing operations take place in the United States, and that the transfer of Customer's Personal Data to the United States is necessary for the provision of the Services to Customer. If InboxPilot transfers Personal Data protected under this DPA to a jurisdiction for which the European Commission has not issued an adequacy decision, InboxPilot will ensure that appropriate safeguards have been implemented for the transfer of Personal Data in accordance with Data Protection Laws.
2. Ex-EEA Transfers. The parties agree that ex-EEA Transfers are made pursuant to the EU SCCs, which are deemed entered into (and incorporated into this DPA by this reference) and completed as follows:
   • Module One (Controller to Controller) of the EU SCCs apply when InboxPilot is processing Personal Data as a controller pursuant to Section 9 of this DPA.
   • Module Two (Controller to Processor) of the EU SCCs apply when Customer is a controller and InboxPilot is processing Personal Data for Customer as a processor pursuant to Section 2 of this DPA.
   • Module Three (Processor to Sub-Processor) of the EU SCCs apply when Customer is a processor and InboxPilot is processing Personal Data on behalf of Customer as a sub-processor.
3. For each module, where applicable the following applies:
   • The optional docking clause in Clause 7 does not apply.
   • In Clause 9, Option 2 (general written authorization) applies, and the minimum time period for prior notice of sub-processor changes shall be as set forth in Section 4.2 of this DPA;
   • In Clause 11, the optional language does not apply;
   • In Clause 17 (Option 1), the EU SCCs will be governed by Delaware law.
   • In Clause 18(b), disputes will be resolved before the courts of New Castle County, Delaware;
   • Exhibit B to this DPA contains the information required in Annex I and Annex III of the EU SCCs;
   • Exhibit C to this DPA contains the information required in Annex II of the EU SCCs; and
   • By entering into this DPA, the parties are deemed to have signed the EU SCCs incorporated herein, including their Annexes.
4. Ex-UK Transfers. The parties agree that ex-UK Transfers are made pursuant to the UK SCCs, which are deemed entered into and incorporated into this DPA by reference, and amended and completed in accordance with the UK International Data Transfer Addendum to the EU Standard Contractual Clauses issued by the UK Information Commissioner's Office.
5. Supplementary Measures. In respect of any ex-EEA Transfer or ex-UK Transfer, InboxPilot shall notify Customer without undue delay if InboxPilot receives a request from a government authority requiring disclosure of Customer's Personal Data, unless such notification is prohibited by law. InboxPilot shall not voluntarily disclose Personal Data to any law enforcement or government agency except as required by law.

7. Rights of Data Subjects

1. InboxPilot shall, to the extent permitted by law, notify Customer upon receipt of a request by a Data Subject to exercise the Data Subject's right of access, rectification, erasure, data portability, restriction or cessation of processing, withdrawal of consent to processing, and/or objection to being subject to processing that constitutes automated decision-making (such requests individually and collectively "Data Subject Request(s)"). If InboxPilot receives a Data Subject Request in relation to Customer's data, InboxPilot will advise the Data Subject to submit their request to Customer and Customer will be responsible for responding to such request, including, where necessary, by using the functionality of the Services.
2. InboxPilot shall, at the request of the Customer, and taking into account the nature of the processing applicable to any Data Subject Request, apply appropriate technical and organizational measures to assist Customer in complying with Customer's obligation to respond to such Data Subject Request and/or in demonstrating such compliance, where possible, provided that (i) Customer is itself unable to respond without InboxPilot's assistance and (ii) InboxPilot is able to do so in accordance with all applicable laws, rules, and regulations. Customer shall be responsible to the extent legally permitted for any costs and expenses arising from any such assistance by InboxPilot.

8. Actions and Access Requests; Audits

1. InboxPilot shall, taking into account the nature of the processing and the information available to InboxPilot, provide Customer with reasonable cooperation and assistance where necessary for Customer to comply with its obligations under the GDPR to conduct a data protection impact assessment and/or to demonstrate such compliance, provided that Customer does not otherwise have access to the relevant information. Customer shall be responsible to the extent legally permitted for any costs and expenses arising from any such assistance by InboxPilot.
2. InboxPilot shall maintain records sufficient to demonstrate its compliance with its obligations under this DPA, and retain such records for a period of three (3) years after the termination of the Agreement.
3. Upon Customer's written request at reasonable intervals, and subject to reasonable confidentiality controls, InboxPilot shall, either (i) make available for Customer's review copies of certifications or reports demonstrating InboxPilot's compliance with prevailing data security standards applicable to the processing of Customer's Personal Data, or (ii) allow Customer's independent third party representative to conduct an audit or inspection of InboxPilot's data security infrastructure and procedures that is sufficient to demonstrate InboxPilot's compliance with its obligations under Data Protection Laws, provided that (a) Customer provides reasonable prior written notice of any such request for an audit and such inspection shall not be unreasonably disruptive to InboxPilot's business; (b) such audit shall only be performed during business hours and occur no more than once per calendar year; and (c) such audit shall be restricted to data relevant to Customer. Customer shall be responsible for the costs of any such audits or inspections, including without limitation a reimbursement to InboxPilot for any time expended for on-site audits. InboxPilot may satisfy audit requests via SOC 2 Type II or equivalent certification.
4. InboxPilot shall immediately notify Customer if an instruction, in InboxPilot's opinion, infringes the Data Protection Laws or Supervisory Authority.
5. In the event of a Personal Data Breach, InboxPilot shall, without undue delay, inform Customer of the Personal Data Breach and take such steps as InboxPilot in its sole discretion deems necessary and reasonable to remediate such violation (to the extent that remediation is within InboxPilot's reasonable control).
6. In the event of a Personal Data Breach, InboxPilot shall, taking into account the nature of the processing and the information available to InboxPilot, provide Customer with reasonable cooperation and assistance necessary for Customer to comply with its obligations under the GDPR with respect to notifying (i) the relevant Supervisory Authority and (ii) Data Subjects affected by such Personal Data Breach without undue delay.
7. The obligations described in Sections 8.5 and 8.6 shall not apply in the event that a Personal Data Breach results from the actions or omissions of Customer.

9. InboxPilot's Role as a Controller

The parties acknowledge and agree that with respect to InboxPilot Account Data and InboxPilot Usage Data, InboxPilot is an independent controller, not a joint controller with Customer. InboxPilot will process InboxPilot Account Data and InboxPilot Usage Data as a controller (i) to manage the relationship with Customer; (ii) to carry out InboxPilot's core business operations, such as accounting, audits, tax preparation and filing and compliance purposes; (iii) to monitor, investigate, prevent and detect fraud, security incidents and other misuse of the Services, and to prevent harm to Customer; (iv) for identity verification purposes; (v) to comply with legal or regulatory obligations applicable to the processing and retention of Personal Data to which InboxPilot is subject; and (vi) as otherwise permitted under Data Protection Laws and in accordance with this DPA and the Agreement. InboxPilot may also process InboxPilot Usage Data as a controller to provide, optimize, and maintain the Services, to the extent permitted by Data Protection Laws. Any processing by InboxPilot as a controller shall be in accordance with InboxPilot's Privacy Policy.

10. Conflict

In the event of any conflict or inconsistency among the following documents, the order of precedence will be: (1) the applicable terms in the Standard Contractual Clauses; (2) the terms of this DPA; (3) the Agreement; and (4) InboxPilot's Privacy Policy. Any claims brought in connection with this DPA will be subject to the terms and conditions, including, but not limited to, the exclusions and limitations set forth in the Agreement.

11. Execution and Adoption

1. This DPA is incorporated by reference into the Agreement and becomes effective upon Customer's acceptance of the InboxPilot Terms of Service.
2. By using the Service, Customer acknowledges and agrees to be bound by the terms of this DPA. No separate signature is required for this DPA to be effective.
3. If Customer requires a signed DPA for compliance purposes, Customer may contact support@inboxpilot.co to request a countersigned copy. Upon receipt of a signed DPA, the signed version will supersede this automatically incorporated DPA.

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Exhibit A — Details of Processing

Nature and Purpose of Processing: InboxPilot will process Customer's Personal Data as necessary to provide the Services under the Agreement, for the purposes specified in the Agreement and this DPA, and in accordance with Customer's instructions as set forth in this DPA. The nature of processing includes, without limitation:

• Receiving data, including collection, accessing, retrieval, recording, and data entry
• Processing email content and metadata to provide AI drafting, triage, labeling, and automation
• Protecting data, including restricting, encrypting, and security testing
• Holding data, including storage, organization, and structuring
• Erasing data, including destruction and deletion
• Sharing data, including disclosure to subprocessors as permitted in this DPA

Duration of Processing: InboxPilot will process Customer's Personal Data as long as required (i) to provide the Services to Customer under the Agreement; (ii) for InboxPilot's legitimate business needs; or (iii) by applicable law or regulation.

Categories of Data Subjects: Customer's employees, consultants, contractors, agents, and Customer's end users, customers, or contacts whose data is processed through the Services.

Categories of Personal Data: InboxPilot processes Personal Data contained in InboxPilot Account Data, InboxPilot Usage Data, and any Personal Data provided by Customer (including email content, subject lines, sender and recipient information, message and thread IDs, knowledge-base documents, integration data, names, email addresses, job titles, IP addresses, and billing information) or collected by InboxPilot in order to provide the Services.

Sensitive Data or Special Categories of Data: Customers are prohibited from providing sensitive personal data or special categories of data to InboxPilot through the Services unless expressly agreed in writing and permitted by applicable law.

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Exhibit B — Sub-Processors and Transfer Details

Authorized Sub-Processors

Updated: June 17, 2025

Description of the Transfer

Data Exporter

Name: Customer, as stated and defined in the applicable Order under the Agreement

Address: Customer's registered business address and any address provided to InboxPilot when Customer uses the Services

Contact: The contact of the person that accepts and binds Customer to the Agreement

Role: Controller

Data Importer

Name: InboxPilot

Address: 2810 N Church St PMB 16104, Wilmington, Delaware 19802-4447, United States

Contact: privacy@inboxpilot.co

Activities relevant to the data transferred: As described in Section 2 of the DPA

Role: Processor (and Controller for InboxPilot Account Data and InboxPilot Usage Data as described in Section 9)

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Exhibit C — Technical and Organizational Security Measures

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Related Documents

• Privacy Policy
• Terms of Service