This Data Processing Agreement ("DPA") is an integral part of the master Terms and Conditions ("Agreement) between Zintlr and the Customer. Zintlr and the Customer shall hereafter be collectively referred to as the "Parties," and each individually as a "Party." This DPA supersedes and replaces any existing data processing terms between the Parties related to the processing of personal data. In case of any contradiction or conflict between the terms of this DPA and the Agreement, the terms of this DPA shall take precedence.

1. Definitions

   For the purposes of this Data Processing Agreement ("DPA"), the following terms have the meanings set forth below. Capitalized terms used but not defined in this DPA shall have the meanings given in the Agreement.

   1. Agreement:

      The contractual arrangement between Zintlr and the Customer, governing the Customer's subscription to the Services; here the Terms & Conditions Agreement between the Licensee and End-User and Zintlr.

   2. Applicable Data Protection Laws:

      The data protection laws and regulations applicable to the processing of Personal Data under this DPA, including the relevant U.S. Data Protection Law, EU Data Protection Laws, and Indian Data Protection Laws.

   3. Controller:

      The entity that determines how and why personal data is processed and holds the ultimate responsibility for data protection; in this case, the Licensee and End-user of Zintlr.

   4. Customer:

      The entity or individual that has entered into the Agreement with Zintlr for the provision of services; here Zintlr’s Licensee and End-user.

   5. Data Exporter:

      The data exporter is typically the party that transfers personal data to another party for processing. They are the entity that holds the responsibility for the personal data and determines the purposes and means of its processing. In the context of Zintlr, the data exporter would be Zintlr itself, as it transfers personal data to a third-party data processor or service provider for processing.

   6. Data Importer:

      The data importer is the party that receives and processes the personal data on behalf of the data exporter. They act as a data processor and handle personal data according to the instructions provided by the data exporter. In the context of Zintlr, the data importer could be a third-party service provider or subprocessor that assists Zintlr in processing the personal data collected through its services.

   7. Data Subject:

      an identified or identifiable natural person whose personal data is being processed.

   8. Personal Data:

      information that can be linked to an individual and helps to identify or distinguish them from others.

   9. Processing

      (and "Process"): any operation or action that is taken with personal data, ranging from its collection to its eventual deletion or destruction.

   10. Processor:

       a party that processes personal data on behalf of the controller, following their instructions and under their authority; here Zintlr Private Limited.

   11. Supervisory Authority:

       an independent public authority responsible for monitoring and enforcing the application of the data protection laws within its jurisdiction.

   12. Services:

       the provision of the Zintlr Platform (and any other hosted solutions or cloud products) by Zintlr to the Customer as specified in the Agreement.

2. Scope

   Sections 3 to 8 of this DPA are applicable if and to the extent that Zintlr acts as a Data Processor for processing Personal Data received from the Customer, where the Customer is a Data Controller subject to: (a) GDPR; (b) the GDPR as it forms part of the laws of the United Kingdom ("UK") as retained EU law, including the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019 and any further UK laws addressing data transfers from the UK (collectively referred to as "UK GDPR") concerning the Personal Data processed by Zintlr; and (c) IT ACT 2000 as part of the Indian data protection laws.

   Section 9 of this DPA applies only if and to the extent that Zintlr acts as a "service provider" for processing Personal Information received from the Customer, where the Customer is a Business subject to the CCPA.

3. Standard Contractual Clauses

   These Standard Contractual Clauses ("SCCs") form an integral part of the agreement between the Data Exporter and the Data Importer. These SCCs apply to the transfer of personal data from the Data Exporter to the Data Importer, in compliance with the GDPR, CCPA, and the Information Technology Act 2000.

   Zintlr resolves to comply with and uphold the Data Protection Laws and data processing regulations in all strictness. In accordance with the same, Zintlr also resolves to provide the most accurate, relevant, and updated database that our End Users can access.

   Zintlr ensures that no personal and sensitive data (such as that related to ethnicity, religious beliefs, or political opinions) is stored as far as possible.

   1. Obligations of the Parties

      1. The Data Importer shall inform the Data Exporter in writing of any intended changes to its list of sub-processors at least 10 days in advance. The Data Exporter shall have the right to object to such changes, and if legitimate objections are raised, the Data Importer shall either refrain from using the objected sub-processor or provide notice of its intention to continue using the sub-processor. The Data Exporter may terminate the agreement by providing written notice if it chooses to do so.

      2. The Parties agree that any legal disputes or proceedings arising from the Standard Contractual Clauses (SCCs) will be handled by the courts of Bangalore.

      3. The Parties agree that the laws of Bengaluru courts, India shall prevail, irrespective of the location where the Data Exporter is established.

   2. Description of Transfer

      1. Data Exporter: Customer

         1. Activities: Organization using Zintlr's services involving the processing of personal data received from the Customer.

         2. Role: Controller.

      2. Data Importer: Zintlr Inc.

         1. Activities: Developer, operator, and provider of Zintlr's services involving the processing of personal data received from the Customer.

         2. Role: Processor.

   3. Description of Transfer

      1. Categories of data subjects: Business professionals and Companies

      2. Categories of personal data transferred: Name, contact information, employment information, online identifiers, and geographic information.

      3. Sensitive data transferred: None.

      4. Frequency of the transfer: Continuous basis.

      5. Nature of the processing: Recording, storage, consultation, use, disclosure by transmission, and erasure.

      6. Purpose(s) of the data transfer and further processing: Provision of Zintlr's services.

      7. Period for which the personal data will be retained: The period of the agreement. Zintlr may retain personal data on an aggregated basis or after removing personally identifiable attributes for statistical, and financial purposes, and as required by the IT Act 2000.

   4. Technical and Organizational Measures

      Please refer to Section 7 below for the technical and organizational measures implemented by Zintlr to ensure the security of the transferred data.

   5. Assistance Fees

      If Zintlr's assistance to the Customer under these SCCs entails material costs, expenses, or resources, the Parties shall discuss and agree upon the fees payable to Zintlr for such assistance.

4. Audits

   Once per year, Zintlr agrees to facilitate and participate in audits. These audits may include on-site inspections of Zintlr's business premises during regular business hours. Prior notice of at least 30 days will be provided to Zintlr, and the audits will be subject to appropriate confidentiality measures as agreed upon by the Parties.

   The purpose of these audits is to verify Zintlr's compliance with this DPA and the provisions of the GDPR, CCPA, and the IT Act 2000 concerning the processing of Personal Data by Zintlr as a Processor on behalf of the Customer. The audits aim to ensure that Zintlr adheres to the required data protection and security measures.

   In the event that these audits result in substantial costs or expenses for Zintlr, the Parties will engage in good-faith discussions to determine the reimbursement of such costs by the Customer.

5. Legal Basis

   The Customer shall ensure that all Personal Data processed through the Zintlr Service is done so in accordance with a valid and recognized lawful basis as required by the GDPR, CCPA, and the IT Act 2000. The Customer is responsible for providing Zintlr with lawful instructions that comply with the provisions of these regulations and do not impose any obligation on Zintlr that would result in a breach of the GDPR, CCPA, or the IT Act 2000.

6. Additional Safeguards

   Zintlr acknowledges and assures the implementation and maintenance of a comprehensive procedure to review and respond to any requests, orders, or demands from non-EEA and non-Indian government authorities or regulatory bodies (including law enforcement or intelligence agencies) seeking access to or disclosure of personal data ("Government Authority Requests"). This procedure includes the following commitments by Zintlr:

   1. Promptly notifying the Customer in writing, within the bounds of applicable law, upon receipt of a Government Authority Request, enabling the Customer to contest, limit, or seek appropriate legal remedies. Zintlr will make reasonable efforts to redirect the requesting authority to obtain the requested personal data directly from the Customer, where permitted by applicable law.

   2. Providing reasonable assistance as required by the Customer in responding to the Government Authority Request, subject to applicable law.

   3. Promptly notifying the Data Subject (if their identity is known) of the Government Authority Request, in compliance with applicable law.

   4. If prohibited by applicable law from notifying the Customer, making reasonable efforts to obtain permission to allow the Customer to intervene in the proceedings, assess the validity and lawfulness of the Government Authority Request, and challenge any request that is not legally binding or lawful. No information will be disclosed until a competent court has issued an unchallengeable legal order.

   5. If contesting or seeking limitations on the Government Authority Request is unsuccessful, taking reasonable steps to ensure that any disclosed personal data or granted access is proportionate and limited to the minimum necessary to comply with the Government Authority Request.

   6. Promptly informing the Customer if any Government Authority Request or subsequent actions prevent Zintlr from complying with the obligations outlined in this agreement or the Customer's instructions.

   Zintlr commits to maintaining written records, to the extent permitted by applicable law, that includes details of the authority making the Government Authority Request, the number of requests received, Zintlr's response to each request, the types of personal data provided, and the number of data subjects affected. Upon request, and subject to applicable law, Zintlr will provide aggregated information from these records to the Customer.

7. Security Measures

   Security Measures in this section refer to reasonable and appropriate security-related policies, standards, and practices implemented by Zintlr. These measures are based on the size and complexity of Zintlr's business, the sensitivity of the collected data, and the nature of its operations.

   1. Zintlr guarantees and commits to implementing Security Measures to safeguard the availability, confidentiality, and integrity of any Personal Data collected, accessed, or processed in connection with this agreement. These measures aim to prevent Personal Data Breach incidents and are detailed in Schedule 2 (Technical and Organizational Security Measures).

   2. The Security Measures may be subject to updates and modifications by Zintlr to reflect technological advancements and industry developments. However, such changes will not compromise the overall security of the services provided to the Customer.

   3. Zintlr will take reasonable measures to ensure the trustworthiness of its staff and any individuals under its supervision who have access to and process Personal Data. Zintlr will ensure that authorized personnel handling Personal Data have committed to maintaining the confidentiality or are bound by relevant legal obligations of confidentiality.

8. CCPA

   As a Service Provider, Zintlr is strictly prohibited from retaining, using, or disclosing the Customer's Personal Information for purposes other than those defined in the Agreement. Zintlr's permitted use of Personal Information is limited to searching the Zintlr database for information about a Contact as requested by the Customer, or as otherwise allowed under applicable regulations.

   Zintlr is explicitly prohibited from Selling Customer's Personal Information or using or disclosing it outside of the direct business relationship between the Parties, except as permitted under the relevant provisions of the IT Act 2000. Zintlr acknowledges and understands this restriction, and commits to comply with it in all aspects of its operations.

9. Changes

   Zintlr reserves the right to modify this Data Protection Agreement (DPA) if necessary to comply with Data Protection Laws, court orders, or guidance provided by governmental regulators or agencies. However, any changes made by Zintlr shall not:

   1. alter the classification of Zintlr as the Data Processor;

   2. expand the scope of either Party's rights to process Personal Data or remove any existing restrictions; or

   3. have a significant adverse impact on the Customer, as reasonably determined by Zintlr.

   In the event that Zintlr intends to make changes to this DPA under this provision, and such changes are expected to have a material adverse impact on the Customer, as reasonably determined by Zintlr, Zintlr will make commercially reasonable efforts to notify the Customer at least 30 days in advance. In certain cases, where compliance with applicable laws, regulations, court orders, or guidance from governmental regulators or agencies necessitates a shorter notice period, Zintlr will adhere to the required timeframe before implementing the changes.