Data Processing Agreement

Last Modified: February 3, 2026

This Data Processing Addendum ("DPA") forms part of, and is subject to, the Agreement or other written or electronic terms of service or subscription agreement (the "Agreement") between New Compass ("New Compass") and the entity or person defined as 'Customer' thereunder, and each Customer Affiliate that is party to an Order pursuant to the Agreement (collectively and individually referred to herein as "Customer"; and together with New Compass, collectively, the "Parties" or individually, a "Party"). All capitalized terms not defined in this DPA shall have the meanings set forth in the Agreement.

1. Definitions

"Account" means Customer's account in the Service in which Customer stores and processes Customer Data.

"Affiliate" has the meaning set forth in the Agreement.

"Authorized Affiliate" means a Customer Affiliate who has not signed an Order pursuant to the Agreement, but is either a Data Controller or Data Processor for the Customer Personal Data processed by New Compass pursuant to the Agreement, for so long as such entity remains a Customer Affiliate.

"California Consumer Privacy Act" or "CCPA" means the California Consumer Privacy Act of 2018, as may be amended from time to time.

"Customer Data" has the meaning set forth in the Agreement.

"Customer Personal Data" means any Customer Data that is Personal Data.

"Data Controller" means an entity that determines the purposes and means of the Processing of Personal Data.

"Data Processor" means an entity that Processes Personal Data on behalf of a Data Controller.

"Data Protection Laws" means all data protection and privacy laws applicable to the respective party in its role in the Processing of Personal Data under the Agreement, including, where applicable, EU & UK Data Protection Law and the CCPA.

"Data Subject" means the identified or identifiable natural person to whom Customer Personal Data relates.

"EU & UK Data Protection Law" means (i) Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the Processing of Personal Data and on the free movement of such data (General Data Protection Regulation) ("GDPR"); and (ii) the GDPR as it forms part of United Kingdom law pursuant to Section 3 of the European Union (Withdrawal) Act 2018 ("UK GDPR") and the Data Protection Act 2018.

"Personal Data" means any information, including opinions, relating to an identified or identifiable natural person and includes similarly defined terms in Data Protection Laws, including, but not limited to, the definition of "personal information" in the CCPA.

"Processing" means 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, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination, and "Process", "Processes" and "Processed" will be interpreted accordingly.

"Purposes" means (i) New Compass's provision of the New Compass Offerings as described in the Agreement, including Processing initiated by Users in their use of the New Compass Offerings; and (ii) further documented, reasonable instructions from Customer agreed upon by the Parties.

"Security Incident" means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of or access to Customer Personal Data.

"Service" has the meaning set forth in the Agreement.

"New Compass Offering(s)" has the meaning set forth in the Agreement.

"Sub-processor" means any other Data Processors engaged by New Compass to Process Customer Personal Data.

2. Scope and Applicability of this DPA

This DPA applies where and only to the extent that New Compass Processes Customer Personal Data on behalf of Customer as Data Processor in the course of providing the New Compass Offerings.

3. Roles and Scope of Processing

3.1. Role of the Parties

As between New Compass and Customer, New Compass shall Process Customer Personal Data only as a Data Processor (or sub-processor) acting on behalf of Customer and, with respect to CCPA, as a "service provider" as defined therein, in each case regardless of whether Customer acts as a Data Controller or as a Data Processor on behalf of a third-party Data Controller (such third-party, the "Third-Party Controller") with respect to Customer Personal Data. To the extent any Usage Data (as defined in the Agreement) is considered Personal Data under applicable Data Protection Laws, New Compass is the Data Controller of such data and shall Process such data in accordance with the Agreement and applicable Data Protection Laws.

3.2. Customer Instructions

New Compass will Process Customer Personal Data only for the Purposes. Customer shall ensure its Processing instructions are lawful and that the Processing of Customer Personal Data in accordance with such instructions will not violate applicable Data Protection Laws. The Parties agree that the Agreement (including this DPA) sets out the exclusive and final instructions to New Compass for all Processing of Customer Personal Data, and (if applicable) include and are consistent with all instructions from Third-Party Controllers. Any additional requested instructions require the prior written agreement of New Compass. New Compass shall promptly notify Customer if, in New Compass's opinion, such instruction violates EU & UK Data Protection Law. Where applicable, Customer shall be responsible for any communications, notifications, assistance and/or authorizations that may be required in connection with a Third-Party Controller.

3.3. Customer Affiliates

New Compass's obligations set forth in this DPA also extend to Authorized Affiliates, subject to the following conditions:

(i) Customer must exclusively communicate any additional Processing instructions requested pursuant to 3.2 directly to New Compass, including instructions from its Authorized Affiliates;

(ii) Customer shall be responsible for Authorized Affiliates' compliance with this DPA and all acts and/or omissions by an Authorized Affiliate with respect to Customer's obligations in this DPA shall be considered the acts and/or omissions of Customer; and

(iii) Authorized Affiliates shall not bring a claim directly against New Compass. If an Authorized Affiliate seeks to assert a legal demand, action, suit, claim, proceeding or other forms of complaints or proceedings against New Compass ("Authorized Affiliate Claim"): (i) Customer must bring such Authorized Affiliate Claim directly against New Compass on behalf of such Authorized Affiliate, unless Data Protection Laws require the Authorized Affiliate be a party to such claim; and (ii) all Authorized Affiliate Claims shall be considered claims made by Customer and shall be subject to any liability restrictions set forth in the Agreement, including, but not limited to, any aggregate limitation of liability.

3.4. Processing of Personal Data

Each Party will comply with its respective obligations under Data Protection Laws. Customer agrees (i) it will use the Service in a manner designed to ensure a level of security appropriate to the particular content of the Customer Personal Data, such as pseudonymizing and backing-up Customer Personal Data; and (ii) it has obtained all consents, permissions and/or rights necessary under Data Protection Laws for New Compass to lawfully Process Customer Personal Data for the Purposes, including, without limitation, Customer's sharing and/or receiving of Customer Personal Data with third-parties via the Service.

3.5. Details of Customer Personal Data Processing

(i) Subject Matter: The subject matter of the Processing under this DPA is the Customer Personal Data.

(ii) Frequency and duration: Notwithstanding expiration or termination of the Agreement, New Compass will Process the Customer Personal Data continuously and until deletion of all Customer Personal Data as described in this DPA.

(iii) Purpose: New Compass will Process the Customer Personal Data only for the Purposes.

(iv) Nature of the Processing: New Compass will perform Processing as needed for the Purposes, and to comply with Customer's Processing instructions as provided in accordance with the Agreement and this DPA.

(v) Retention Period: The period for which Customer Personal Data will be retained and the criteria used to determine that period is determined by Customer during the term of the Agreement via Customer's use and configuration of the Service. Upon termination or expiration of the Agreement, Customer may retrieve or delete Customer Personal Data as described in the Agreement. Any Customer Personal Data not deleted by Customer shall be deleted by New Compass promptly upon the later of (1) expiration or termination of the Agreement and (2) expiration of any post-termination "retrieval period" described in the Agreement.

(vi) Categories of Data Subjects: The categories of Data Subjects to which Customer Personal Data relate are determined and controlled by Customer in its sole discretion, and may include, but are not limited to: (1) Prospects, customers, business partners and vendors of Customer (who are natural persons); (2) Employees or contact persons of Customer's prospects, customers, business partners and vendors; and/or (3) Employees, agents, advisors, and freelancers of Customer (who are natural persons).

(vii) Categories of Personal Data: The types of Customer Personal Data are determined and controlled by Customer in its sole discretion, and may include, but are not limited to: (1) Identification and contact data (e.g., name, address, title, contact details); (2) Financial information (e.g., payment information); (3) Employment details (e.g., employer, job title, geographic location, area of responsibility); and/or (4) IT information (e.g., IP addresses, cookies data, location data).

(viii) Special Categories of Personal Data (if applicable): Subject to any applicable restrictions and/or conditions in the Agreement or Documentation, Customer may also include 'special categories of personal data' or similarly sensitive Personal Data (as described or defined in Data Protection Laws) in Customer Personal Data, the extent of which is determined and controlled by Customer in its discretion.

4. Sub-Processing

4.1. Authorized Sub-Processors

Customer provides New Compass with a general authorization to engage Sub-processors, subject to Section 4.3 (Changes to Sub-processors), as well as New Compass's current Sub-processors listed at our Sub-processor List as of the effective date of this DPA and members of the New Compass.

4.2. Sub-processor Obligations

New Compass shall: (i) enter into a written agreement with each Sub-processor imposing data protection obligations no less protective of Customer Personal Data as New Compass's obligations under this DPA to the extent applicable to the services provided by the Sub-processor; and (ii) remain liable for each Sub-processor's compliance with the obligations under this DPA. Upon written request, and subject to any confidentiality restrictions, New Compass shall provide Customer all relevant information it reasonably can in connection with its applicable Sub-processor agreements where required to satisfy Customer's obligations under Data Protection Laws.

4.3. Changes to Sub-processors

New Compass shall make available on its Sub-processor List a mechanism to subscribe to notifications of new Sub-processors. New Compass shall provide such notification both to (i) email addresses that have subscribed for notifications on the Sub-processor List, and (ii) email addresses designated by Customer as 'privacy notices' recipients within Service, at least twenty-eight (28) days in advance of allowing the new Sub-processor to Process Customer Personal Data (the "Objection Period"). During the Objection Period, objections (if any) to New Compass's appointment of the new Sub-processor must be provided to New Compass in writing and based on reasonable grounds. In such event, the Parties will discuss those objections in good faith with a view to achieving resolution.

5. Security

5.1. Security Measures

New Compass shall implement and maintain appropriate technical and organizational security measures designed to protect Customer Personal Data from Security Incidents and to preserve the security and confidentiality of the Customer Personal Data.

5.2. Confidentiality of Processing

New Compass shall ensure that any person who is authorized by New Compass to Process Customer Personal Data (including its staff, agents and subcontractors) shall be under an appropriate obligation of confidentiality (whether a contractual or statutory duty).

5.3. No Assessment of Customer Personal Data by New Compass

New Compass shall have no obligation to assess the contents or accuracy of Customer Personal Data, including to identify information subject to any specific legal, regulatory, or other requirement. Customer is responsible for making an independent determination as to whether its use of the Service will meet Customer's requirements and legal obligations under Data Protection Laws.

6. Security Reporting

Upon written request and at no additional cost to Customer, New Compass shall provide Customer, and/or its appropriately qualified third-party representative (collectively, the "Auditor"), access to reasonably requested documentation evidencing New Compass's compliance with its obligations under this DPA.

7. Data Transfers

7.1. Transfer Mechanisms

If Data Protection Laws have prescribed specific mechanisms for the transfer of Customer Personal Data to New Compass and/or contract clauses for Processing of Customer Personal Data by New Compass (collectively, a "Transfer Mechanism"), New Compass shall make such specific Transfer Mechanism available (to the extent generally supported by New Compass). A Transfer Mechanism shall not apply and shall not be incorporated into this DPA if it is not applicable to (i) transfers from Customer to New Compass (including where no such transfer occurs), or (ii) Processing by New Compass of Customer Personal Data.

7.2. Updates Regarding Transfer Mechanisms

New Compass shall notify Customer of changes to its Transfer Mechanisms.

8. Security Incident Response

8.1. Security Incident Reporting

If New Compass becomes aware of a Security Incident, New Compass shall notify Customer without undue delay, and in any case, where feasible, notify Customer within seventy-two (72) hours after becoming aware. New Compass's notification shall be sent to the email registered by Customer within the Service for such purposes, and where no such email is registered, Customer acknowledges that the means of notification shall be at New Compass's reasonable discretion and New Compass's ability to timely notify shall be negatively impacted. New Compass shall promptly take reasonable steps to contain, investigate, and mitigate any Security Incident.

8.2. Security Incident Communications

New Compass shall provide Customer timely information about the Security Incident, including, but not limited to, the nature and consequences of the Security Incident, the measures taken and/or proposed by New Compass to mitigate or contain the Security Incident, the status of New Compass's investigation, a contact point from which additional information may be obtained, and the categories and approximate number of data records concerned.

9. Cooperation

9.1. Data Subject Requests

New Compass shall promptly notify Customer if New Compass receives a request from a Data Subject that identifies Customer Personal Data or otherwise identifies Customer, including where the Data Subject seeks to exercise any of its rights under applicable Data Protection Laws (collectively, "Data Subject Request"). The Service provides Customer with a number of controls that Customer may use to assist it in responding to Data Subject Requests and, subject to the next sentence, Customer will be responsible for responding to any such Data Subject Requests. To the extent Customer is unable to access the relevant Customer Personal Data within the Service using such controls or otherwise, New Compass shall (upon Customer's written request and taking into account the nature of New Compass's Processing) provide commercially reasonable cooperation to assist Customer in responding to Data Subject Requests.

9.2. Data Protection Impact Assessments

New Compass shall provide reasonably requested information regarding the Service to enable Customer to carry out data protection impact assessments or prior consultations with data protection authorities as required by Data Protection Laws, so long as Customer does not otherwise have access to the relevant information.

9.3. Government & Law Enforcement Inquiries

If New Compass receives a demand to retain, disclose, or otherwise Process Customer Personal Data from law enforcement or any other government and/or public authority ("Governmental Inquiry"), then New Compass shall attempt to redirect the Governmental Inquiry to Customer. Customer agrees that New Compass can provide information to such third-party to the extent reasonably necessary to redirect the Governmental Inquiry to Customer. If New Compass cannot redirect the Governmental Inquiry to Customer, then New Compass shall, to the extent legally permitted to do so, provide Customer reasonable notice of the Governmental Inquiry as promptly as feasible under the circumstances to allow Customer to seek a protective order or other appropriate remedy.

10. Relationship with the Agreement

10.1. Prior Agreements

The Parties agree that this DPA shall replace and supersede any existing data processing addendum, attachment, exhibit or standard contractual clauses that New Compass and Customer may have previously entered into in connection with the Service.

10.2. Conflicts

Except as provided by this DPA, the Agreement remains unchanged and in full force and effect. If there is any conflict between this DPA and the Agreement, this DPA shall prevail to the extent of that conflict in connection with the Processing of Customer Personal Data.

10.3. Liability

Notwithstanding anything to the contrary in the Agreement or this DPA, each Party's and all of its Affiliates' liability, taken together in the aggregate, arising out of or relating to this DPA, the Transfer Mechanisms, and any other data protection agreements in connection with the Agreement (if any), shall be subject to any aggregate limitations on liability set out in the Agreement.

10.4. No Third-Party Beneficiaries

In no event shall this DPA benefit or create any right or cause of action on behalf of a third party (including a Third-Party Controller), but without prejudice to the rights or remedies available to Data Subjects under Data Protection Laws or this DPA (including the Transfer Mechanisms).

10.5. Governing Law

This DPA will be governed by and construed in accordance with governing law and jurisdiction provisions in the Agreement.