Vietnam Data Processing Addendum

Data Processing Addendum

Last Updated: 11 September 2026

This Data Processing Addendum (“DPA”) forms part of the Master Subscription Agreement or other written or electronic agreements between Insider One and Customer (the “Agreement”) for the purchase of online services from Insider One (identified either as “Services” or otherwise in the applicable agreement, and hereinafter defined as “Services”) to reflect the parties’ agreement with regard to the Processing of Personal Data.

By signing the Agreement, Customer enters into this DPA on behalf of itself and, to the extent required under applicable Data Protection Laws and Regulations, in the name and on behalf of its Authorized Affiliates, if and to the extent Insider One processes Personal Data for which such Authorized Affiliates qualify as the Controller. For the purposes of this DPA only, and except where indicated otherwise, the term “Customer” shall include Customer and Authorized Affiliates. All capitalized terms not defined herein shall have the meaning set forth in the Agreement.

In the course of providing the Services to Customer pursuant to the Agreement, Insider One may Process Personal Data on behalf of Customer, and the Parties agree to comply with the following provisions with respect to any Personal Data, each acting reasonably and in good faith. For the avoidance of doubt, each reference to the DPA in this DPA means this DPA including its Schedules.

1. Definitions

“Authorized Affiliate” means any of Customer’s Affiliate(s) which (i) is subject to the data protection laws and regulations of the the Services pursuant to the Agreement between Customer and Insider One but has not signed its own Order Form with Insider One and is not a “Customer” as defined under the Agreement.

“CCPA” means the California Consumer Privacy Act 2018, Cal. Civ. Code § 1798.100 et seq., and its implementing regulations, as the same may be amended from time to time.

“PDPL” means the Vietnam Personal Data Protection Law No. 91/2025/QH15, and its implementing regulations, as the same may be amended from time to time.

“Controller” means the entity which determines the purposes and means of the Processing of Personal Data.

“Customer Data” means what is defined in the Agreement as “Customer Data.”

“Data Protection Laws and Regulations” means all laws and regulations, including GDPR, CCPA and PDPL, applicable to a Party in its use or provision of the Services, in connection with the Processing of Personal Data under the Agreement.

“Data Subject” means the identified or identifiable natural person to whom Personal Data relates.

“Data Subject Right” means any right afforded to a Data Subject under Data Protection Laws and Regulations, including the rights to be informed; to provide, refuse, or withdraw consent; to access, rectify, or request the rectification of Personal Data; to request the provision, erasure, or restriction of the Processing of Personal Data; to object to the Processing of Personal Data; to lodge complaints, denunciations, initiate legal proceedings, or seek compensation for damages in accordance with applicable laws; and to request competent authorities or relevant parties involved in the Processing of Personal Data to implement measures and solutions to protect the Personal Data in accordance with applicable laws.

“GDPR” means the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).

“Personal Data” means any digital data or other information that identifies or helps identify a specific natural person comprising basic personal data and sensitive personal data.

“Processing” means any operation or set of operations which is performed upon Personal Data, whether or not by automatic means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.

“Processor” means the entity which Processes Personal Data at the request of the Controller or the Controller and Processor pursuant to a contract.

“Personal Data Breach” means a security breach leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data, transmitted, stored or otherwise Processed by Insider One or its Sub-processors of which Insider One becomes aware.

“Security, Privacy and Architecture Datasheet” means the Security, Privacy and Architecture Datasheet for the Insider One Services, as updated from time to time.

“Standard Contractual Clauses” or “SCC” means the agreement by and between Customer and Insider One, pursuant to the European Commission’s decision on Standard Contractual Clauses for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection, a copy of which can be found at https://www.insiderone.com/legal.

“Sub-processor” means any Processor engaged by Insider One or its Affiliates engaged in the Processing of Personal Data.

“AI Systems” means any artificial-intelligence models, machine-learning algorithms, large-language models, predictive-analytics tools or similar technologies that Insider One uses, provides or otherwise makes available in connection with the Services.

“AI Outputs” means any content, dataset, analysis, recommendation, classification, prediction, insight, report or other material that is generated, derived from or otherwise influenced by AI Systems.

2. Processing of Personal Data

2.1 Details of the Processing

The parties acknowledge and agree that with regard to the Processing of Personal Data, Customer is the Controller, Insider One is the Processor and that Insider One or its Affiliates engaged in the Processing of Personal Data will engage Sub-processors pursuant to the requirements set forth in Schedule 2 “Sub-processors” below. The subject-matter of Processing of Personal Data by Insider One is the performance of the Services pursuant to the Agreement. The duration of the Processing, the nature and purpose of the Processing, the types of Personal Data and categories of Data Subjects Processed under this DPA are further specified in Schedule 3 (Details of the Processing) to this DPA.

2.2 Customer’s Processing of Personal Data

Customer shall, in its use of the Services, Process Personal Data in accordance with the requirements of Data Protection Laws and Regulations. For the avoidance of doubt, Customer’s instructions for the Processing of Personal Data shall comply with Data Protection Laws and Regulations. This DPA and the Agreement are, at the time of signature of the Agreement, Customer’s complete and final documented instructions to Insider One for the Processing of Personal Data, and Customer’s configuration of the Services shall constitute an additional instruction to Insider One. Any additional or alternate instructions must be agreed upon separately. Customer shall have sole responsibility for the accuracy, quality, and legality of Personal Data and the means by which Customer acquired the Personal Data. Customer represents and warrants that it has obtained the consent of Data Subjects, or has established another lawful basis under the Data Protection Laws and Regulations, for the Processing of Personal Data under this DPA and for the transfer of Personal Data to Insider One outside Vietnam, and that it has informed Data Subjects of such transfer, the recipient and the purposes of Processing as required by the Data Protection Laws and Regulations.

2.3 Insider One’s Processing of Personal Data

Insider One shall treat Personal Data as Confidential Information and shall only Process Personal Data on behalf of Customer and in accordance with Customer’s documented instructions for the following purposes:

Processing in accordance with the Agreement and applicable Order Form(s);
Processing initiated by Users in their use of the Services; and
Processing to comply with other documented reasonable instructions provided by Customer (e.g., via email) where such instructions are consistent with the terms of the Agreement.

Insider One will Process Personal Data in compliance with applicable Data Protection Laws and Regulations, provided however that Insider One shall not be in violation of this contractual obligation in the event that Insider One’s Processing of Personal Data in non-compliance with applicable Data Protection Laws and Regulations is due to Customer. Insider One shall maintain and regularly update a comprehensive Register of Processing Activities (RoPA), including all processing activities related to the MindBehind service, clearly documenting Insider One’s deletion policies and its technical and organizational measures in accordance with Article 30(2) GDPR.

3. Rights of Data Subjects

3.1 Data Subject Requests

Insider One shall, to the extent legally permitted and to the extent Insider One has been able to identify that the request comes from a Data Subject whose Personal Data was submitted to the Services by Customer, promptly notify Customer if Insider One receives a request from a Data Subject in relation to the exercise of any Data Subject Right (“Data Subject Request”). Insider One will confirm to the Data Subject that it has passed the request to the Customer, but Insider One shall not handle or execute the Data Subject Request.

3.2

Taking into account the nature of the Processing, Insider One shall assist Customer by providing appropriate and necessary technical and organizational measures, insofar as this is possible, for the fulfilment of Customer’s obligation to respond to a Data Subject Request under Data Protection Laws and Regulations.

3.4

Where Customer, in order to respond to a Data Subject Request, requires Insider One to provide, rectify, delete, restrict the Processing of, or cease the Processing of Personal Data, Insider One shall carry out such request accurately and in a timely manner, within the time limit reasonably specified by Customer and, in any event, within the time limits under Data Protection Laws and Regulations, counted from receipt of Customer’s valid written request.

4. Insider One Personnel

4.1 Confidentiality

Insider One shall ensure that its personnel engaged in the Processing of Personal Data are informed of the confidential nature of the Personal Data, have received appropriate training on their responsibilities and have executed written confidentiality agreements. Insider One shall ensure that such confidentiality obligations survive the termination of the personnel engagement.

4.2 Reliability

Insider One shall take commercially reasonable steps to ensure the reliability of any Insider One personnel engaged in the Processing of Personal Data.

4.3 Limitation of Access

Insider One shall ensure that Insider One’s access to Personal Data is limited to those personnel performing Services in accordance with the Agreement.

4.4 Data Protection Officer

Insider One has appointed a data protection officer for Insider One and its Affiliates. The appointed person can be reached at [email protected].

5. Sub-processors

5.1 Appointment of Sub-processors

Customer acknowledges and agrees that (a) Insider One’s Affiliates may be retained as Sub-processors; and (b) Insider One and Insider One’s Affiliates respectively may engage third-party Sub-processors in connection with the provision of the Services. Insider One or a Insider One’s Affiliates has entered into a written agreement with each Sub-processor containing data protection obligations not less protective than those in this DPA with respect to the protection of Personal Data to the extent applicable to the nature of the product or/and services provided by such Sub-processor and, in respect of Personal Data subject to the PDPL, containing the matters required of a personal data transfer agreement under Data Protection Laws and Regulations (including the purpose of the transfer, the categories of Data Subjects and Personal Data, the duration of Processing and deletion requirements, the legal basis of the transfer, and the allocation of responsibility for the protection of Personal Data, the exercise of Data Subject Rights and cooperation in the event of a violation). Where Personal Data subject to the PDPL constitutes sensitive personal data, Insider One shall apply encryption, pseudonymisation or anonymisation where feasible and other appropriate security measures when transferring such Personal Data to Sub-processors.

5.2 List of Current Sub-processors and Notification of New Sub-processors

Attached hereto as Schedule 2 is a current list of Sub-processors for the Services. Such Sub-processors list shall include the identities of those Sub-processors, their country of location as well as the type of processing they perform. Insider One will notify Customer of a new Sub-processor(s) before authorizing any new Sub-processor(s) to Process Personal Data in connection with the provision of the applicable Services.

5.3 Objection Right for New Sub-processors

Customer may object to Insider One’s use of a new Sub-processor by notifying Insider One promptly in writing within ten (10) business days after receipt of Insider One’s notice in accordance with Schedule 2. In the event Customer objects to a new Sub-processor, as permitted in the preceding sentence, Insider One will use reasonable efforts to make available to Customer a change in the Services or recommend a commercially reasonable change to Customer’s configuration or use of the Services to avoid Processing of Personal Data by the objected-to new Sub-processor without unreasonably burdening Customer. If Insider One is unable to make available such change within a reasonable period of time, which shall not exceed thirty (30) days, Customer may terminate the applicable Order Form(s) with respect only to those Services which cannot be provided by Insider One without the use of the objected-to new Sub-processor, by providing written notice to Insider One. Insider One will refund to Customer any prepaid fees covering the remainder of the term of such Order Form(s) following the effective date of termination with respect to such terminated Services, without imposing a penalty for such termination on Customer.

5.4 Liability for Sub-processors

Insider One shall be liable for the acts and omissions of its Sub-processors to the same extent Insider One would be liable if performing the services of each Sub-processor directly under the terms of this DPA.

6. Security

6.1 Controls for the Protection of Customer Data

Insider One shall maintain appropriate technical and organizational measures for protection of the security (including protection against Personal Data Breach), confidentiality and integrity of Customer Data, as set forth in the Security, Privacy and Architecture Datasheet attached hereto as Schedule 1. Insider One regularly monitors compliance with these measures. Customer is responsible for reviewing the information made available by Insider One relating to data security and making an independent determination as to whether the Services meet Customer’s requirements and legal obligations under Data Protection Laws and Regulations. Customer acknowledges that the security measures described within the Security, Privacy and Architecture Datasheet are subject to technical progress and development and that Insider One may update or modify such document from time to time provided that such updates and modifications do not result in a material decrease of the overall security of the Services during a subscription term.

6.2 Customer Data Incident Management and Notification

Insider One maintains security incident management policies and procedures specified in the Security, Privacy and Architecture Datasheet and shall notify Customer without undue delay after becoming aware of a Personal Data Breach. Insider One shall provide information to Customer necessary to enable Customer to comply with its obligations under Data Protection Laws and Regulations in relation to such Personal Data Breach. The content of such communication to Customer will (i) include the nature of Processing and the information available to Insider One, and (ii) take into account that under applicable Data Protection Laws and Regulations, Customer may need to notify regulators or individuals of the following:

a description of the nature of the Personal Data Breach including, where possible, the time and location of the Personal Data Breach, the categories and approximate number of individuals concerned and the categories and approximate number of Personal Data records concerned;
a description of the likely consequences of the Personal Data Breach;
a description of the measures taken or proposed to be taken to address the Personal Data Breach, including, where appropriate, measures to mitigate its possible adverse effects; and
the contact details of Insider One’s data protection officer and/or personal data protection department.

Insider One shall make commercially reasonable efforts to identify the cause of such Personal Data Breach and take those steps as Insider One deems necessary and reasonable in order to remediate the cause of such Personal Data Breach to the extent the remediation is within Insider One’s reasonable control, and shall cooperate with Customer and, upon Customer’s reasonable request, with the competent authorities in preventing the Personal Data Breach and remedying its consequences. The obligation to remediate the cause of a Personal Data Breach shall not apply to Personal Data Breaches that are caused by Customer or Customer’s Users.

6.3 Third-Party Certifications and Audits

Insider One has obtained the third-party certifications and audits set forth in the Security, Privacy and Architecture Datasheet. Upon Customer’s written request at reasonable intervals, and subject to the confidentiality obligations set forth in the Agreement, Insider One shall make available to Customer (or Customer’s independent, third-party auditor that is not a competitor of Insider One and that is subject to confidentiality obligations substantially similar to those set forth in the Agreement) a copy of Insider One’s then most recent third-party audits or certifications, as applicable, that Insider One makes available to its customers generally.

7. Return and Deletion of Customer Data

Insider One shall, upon termination or expiry of the Agreement, or upon Customer’s written request following completion of the purpose of Processing, at Customer’s election, return Customer Data by enabling Customer to export its Customer Data as set forth in the Agreement and shall delete Customer Data (including copies held by its Sub-processors) within the period set out in the Security, Privacy and Architecture Datasheet, except to the extent that Insider One is required by applicable laws and regulations to retain such Personal Data, and shall confirm such deletion in writing upon request. Such deletion shall be carried out by secure means that prevent unauthorized recovery of the deleted Personal Data, and in accordance with this DPA, the Agreement, applicable laws and the Documentation.

8. Affiliates

8.1 Relationship between Insider One and Customer’s Authorized Affiliates

The parties acknowledge and agree that, by executing the Agreement, the Customer enters into this DPA on behalf of itself and, as applicable, in the name and on behalf of its Authorized Affiliates, thereby establishing an independent DPA between Insider One and each such Authorized Affiliate, subject to the provisions of the Agreement and this Section 8 and Section 9. Each Authorized Affiliate agrees to be bound by the obligations under this DPA and, to the extent applicable, the Agreement. For sake of clarity, an Authorized Affiliate is not and does not become a party to the Agreement and is only a party to this DPA. All access to and use of the Services by Authorized Affiliates must comply with the terms and conditions of the Agreement and any violation of the terms and conditions of the Agreement by an Authorized Affiliate shall be deemed a violation by Customer.

8.2 Communication

The Customer that is the contracting party to the Agreement shall remain responsible for coordinating all communication with Insider One under this DPA and be entitled to make and receive any communication in relation to this DPA on behalf of its Affiliates and Authorized Affiliates.

8.3 Data Controller Rights of Affiliates and Authorized Affiliates

Any Affiliate or Authorized Affiliate shall, to the extent required under applicable Data Protection Laws and Regulations, be entitled to exercise the rights and seek remedies under this DPA, subject to the following:

Except where applicable Data Protection Laws and Regulations require the Affiliate or Authorized Affiliate to exercise a right or seek any remedy under this DPA against Insider One directly by itself, the parties agree that:

solely the Customer that is the contracting party to the Agreement shall exercise any such right (including any Audit right) or seek any such remedy on behalf of such Affiliate or Authorized Affiliate;
the Customer that is the contracting party to the Agreement shall exercise any such rights under this DPA not separately for each Affiliate or Authorized Affiliate individually but in a combined manner for all of its Affiliate and Authorized Affiliates together; and
when carrying out an on-site Audit, take all reasonable measures to limit any impact on Insider One and its Sub-Processors by combining, to the extent reasonably possible, several Audit requests carried out on behalf of different Affiliate and Authorized Affiliates in one single Audit.

For the purpose of this Section 8.3, an Affiliate signing an Order Form with Insider One is not deemed “Customer”.

9. Limitation of Liability

9.1

Each party’s and all of its Affiliates’ liability, taken together in the aggregate, arising out of or related to this DPA, and all DPAs between Authorized Affiliates and Insider One, whether in contract, tort or under any other theory of liability, is subject to the ‘Limitation of Liability’ section of the Agreement, and any reference in such section to the liability of a party means the aggregate liability of that party and all of its Affiliates under the Agreement and all DPAs together.

9.2

Without prejudice to any other provision of this DPA and subject always to the “Limitation of Liability” section of the Agreement, and to the maximum extent permitted by applicable law, Insider One shall have no liability for any loss, damage, harm, penalty, cost, claim, or legal or regulatory violation—whether direct, indirect, incidental, consequential, exemplary, punitive, special, regulatory, or reputational—arising out of or in connection with the Customer’s use of, reliance upon, or disclosure of any output, insight, suggestion, recommendation, prediction, summary, classification, explanation, risk assessment, decision proposal, content generation, data transformation, or any other result, guidance, analysis, or information produced by the AI Systems (each, an “AI Output”).

10. Use of Artificial Intelligence

10.1 Customer Due Diligence Obligation

The Customer acknowledges and accepts that any result, insight, suggestion, recommendation, prediction, summary, classification, explanation, risk assessment, decision proposal, content generation, data transformation, or other guidance, analysis, or information produced by the AI Systems (each, an “AI Output”) may be imprecise, inaccurate, misleading, contextually inappropriate, or non-compliant with applicable laws or regulations. The Customer therefore agrees to exercise independent judgement, oversight, and due diligence before using, relying on, or distributing any AI Output.

10.2 No AI Training on Customer Data

Insider One shall not use any Customer Data—including prompts, inputs, AI Outputs, or other Personal Data—for the purpose of training, fine-tuning, or otherwise developing or improving any artificial-intelligence or machine-learning models, whether proprietary to Insider One or provided by a third party, except where the Parties have expressly agreed otherwise, or where a contrary provision is set out in other documentation governing the Insider One Services. This restriction applies irrespective of whether the data is anonymised, pseudonymised, or aggregated, and will remain in effect for the Term of the Agreement.

10.3 Permitted AI Processing

Except where the Parties have expressly agreed otherwise or where a contrary provision is set out in other documentation governing the Insider One Services, any Processing of Customer Data by or through the AI Systems shall be undertaken solely:

to deliver the Services under the Agreement;
in accordance with the Customer’s documented instructions; and
in full compliance with applicable Data Protection Laws and Regulations.

10.4 Automated Decisions

Where the use of AI Systems constitutes an Automated Decision Making operation that produces legal or similarly significant effects on Data Subjects, Insider One shall not perform such Processing unless expressly requested in writing by the Customer and subject to appropriate safeguards, such as human oversight, transparency, and—where required—data protection impact assessments. Where Customer requests such Processing and the PDPL applies, Customer shall be responsible for informing Data Subjects of the automated Processing, explaining the operating principles of the algorithm and its effects on their rights and legitimate interests, and offering Data Subjects the option not to participate, and Insider One shall provide Customer with the information reasonably available to it for that purpose.

10.5 Documentation and Cooperation

Upon the Customer’s reasonable written request, Insider One shall (i) provide available technical, organisational, and legal documentation regarding its AI-related Processing activities and (ii) cooperate in good faith with the Customer in connection with any data protection impact assessment or regulatory inquiry concerning the AI Systems. Also, Insider One shall provide reasonable technical, administrative, and organizational assistance upon Customer’s request to facilitate the Customer’s conduct of Data Protection Impact Assessments (DPIAs), particularly regarding the use of AI-driven features such as MindBehind, in compliance with applicable Data Protection Laws.

10.6 AI Transparency and Output Ownership

10.6.1 Model Transparency

Upon the Customer’s reasonable written request, Insider One shall disclose the categories of artificial intelligence and machine learning models used within the Services and indicate whether such models are proprietary to Insider One or sourced from third party vendors, provided that Insider One is not required to reveal trade secrets, model architectures, or other commercially sensitive information.

10.6.2 Material Changes

Insider One shall give the Customer prior notice of any material change to the AI Systems that would significantly alter the scope or nature of the Processing of Customer Data, including switching AI providers, introducing new model types, or materially modifying automated decision logic.

10.6.3 Output Ownership

Except where the parties have expressly agreed otherwise or where a contrary provision is set out in other documentation governing the Insider One Services, Insider One shall not acquire any ownership rights in AI Outputs generated by or on behalf of the Customer through use of the Services. Insider One may use such AI Outputs solely to deliver the Services under the Agreement and shall not exploit them for any other purpose without the Customer’s prior written authorisation. Nothing in this clause restricts Insider One from enhancing or developing its Services, provided that such enhancements do not use—or are not derived from—Customer Data or Customer specific AI Outputs without the Customer’s prior written consent.

11. European Specific Provisions

11.1 Data Protection Impact Assessment

Upon Customer’s request, Insider One shall provide Customer with reasonable cooperation and assistance needed to fulfill Customer’s obligation under the GDPR to carry out a data protection impact assessment related to Customer’s use of the Services, to the extent Customer does not otherwise have access to the relevant information, and to the extent such information is available to Insider One. Insider One shall provide reasonable assistance to Customer in the cooperation or prior consultation with the Supervisory Authority (as defined in the GDPR) in the performance of its tasks relating to this Section 10.1 of this DPA, to the extent required under the GDPR.

11.2 Infringing Instructions

Insider One shall immediately inform the Customer if, in its opinion, an instruction infringes GDPR.

11.3 European Audit Right

Where Customer or an Affiliate or an Authorized Affiliate is subject to the privacy laws of the European Union, Switzerland, the European Economic Area and/or their member states and the United Kingdom, Insider One shall allow for and contribute to audits and inspections (“Audits”) conducted by Customer (or Customer’s independent, third-party auditor that is not a competitor of Insider One and that is subject to confidentiality obligations substantially similar to those set forth in the Agreement), by providing any information regarding Insider One’s compliance with the obligations set forth in this DPA in the form of a copy of Insider One’s then most recent third-party audits or certifications, as applicable, that Insider One makes available to its customers generally. Where Customer wishes to perform an on-site Audit, Customer may do so up to one (1) time per year, with at least three (3) week’s advance written notice, unless otherwise required by Customer’s, or its Affiliate’s or Authorized Affiliate’s regulators or law applicable to either of them. If Customer requests an on-site Audit, the following terms shall apply:

such Audit shall be limited to facilities operated by Insider One;
such Audit shall not exceed one (1) business day;
before the commencement of any such Audit, Customer and Insider One shall mutually agree upon the scope, cost and timing of the Audit; and
Customer shall promptly notify Insider One with information regarding any non-compliance discovered during the course of an Audit.

11.4 Transfer Mechanism(s) for Data Transfers

As of the Effective Date of this DPA, with regard to any transfers of Personal Data under this DPA from the European Union, Switzerland, the European Economic Area and/or their member states and the United Kingdom to countries which do not ensure an adequate level of data protection within the meaning of Data Protection Laws and Regulations of the foregoing territories, to the extent such transfers are subject to such Data Protection Laws and Regulations, Insider One makes available the following transfer mechanism(s) which shall apply, in the order of precedence as set out below, if applicable:

Any valid transfer mechanism pursuant to Chapter V “Transfers of personal data to third countries or international organizations” of the GDPR permitting transfer of EU Personal Data outside the EU to which Insider One would subscribe, certify or participate in.
The Standard Contractual Clauses, in accordance with the following terms:
For purposes of the SCC, when and as applicable, Customer and any applicable Authorized Affiliates are each the data exporter, and Customer’s signing of this DPA or an Agreement referencing this DPA, or a Customer’s Affiliate signing an Order Form under an Agreement referencing this DPA, shall be treated as signing of the SCC and their appendices. Insider One’s signature of this DPA or an Agreement referencing this DPA shall be treated as signing of the SCC and their appendices. In the event of any conflict or inconsistency between this DPA and the SCC, the SCC shall prevail.
Schedule 2 of this DPA represents Customer’s express consent regarding existing and new Sub-processors.

12. Regulatory Cooperation and Authority Requests

12.1 Mutual Cooperation

Each Party shall, upon the other Party’s reasonable written request and at no additional charge unless otherwise agreed, provide the cooperation, assistance and information reasonably available to it that the requesting Party requires to prepare, file, update or supplement the data processing impact assessment (“DPIA”) and/or overseas transfer impact assessment (“OTIA”) dossiers. Each Party shall respond to such a request within a period that allows the requesting Party to meet the applicable statutory time limit.

12.2 Changes

Each Party shall notify the other Party in advance of any change to the Processing, the Sub-processors, the transfer or the security measures that may require an update of the other Party’s DPIA and/or OTIA dossiers, and shall provide the information necessary for such update.

12.3 Authority Requests

If the competent Vietnamese authority requests information, corrections or supplements in relation to DPIA and/or OTIA dossier, or requires the overseas transfer to be suspended, the Parties shall cooperate in good faith to respond to such request and, where required, Insider One shall suspend the transfer and Processing of the affected Personal Data in accordance with Customer’s written instructions. If Insider One receives, directly from the competent Vietnamese authority, a lawful request or decision requiring it to cease receiving or Processing Vietnam Personal Data, Insider One shall cease the receipt and/or Processing of the affected Personal Data to the extent so required, notify Customer immediately of the request or decision and the measures taken, unless prohibited by law from doing so, and shall not resume such receipt or Processing until the request or decision is lifted or Customer otherwise lawfully instructs.

12.7 Provision of Personal Data to Competent Authorities

Where a competent Vietnamese authority lawfully requests Insider One to provide Personal Data, information relating to Data Subjects or other information in connection with the investigation, verification or handling of a violation of law, Insider One shall:

verify that the request is made in writing by an authority competent to make it and is within the scope permitted by applicable law;
provide only the Personal Data and information specifically required by the request, in the manner and within the time limit prescribed by the request or by applicable law;
unless prohibited by law or by the request itself, notify Customer promptly of the request and of the Personal Data provided, and cooperate with Customer in responding to the request;
keep a record of the request and of the Personal Data provided; and
continue to protect any Personal Data so provided in accordance with this DPA to the extent within its control.

Any provision of Personal Data pursuant to this section shall not constitute a breach of this DPA, the Agreement and/or its relevant Schedules, and Customer shall not treat such provision as a Personal Data Breach.

13. Amendments

Notwithstanding anything else to the contrary in the Agreement we reserve the right to make any updates and changes to this DPA and the terms that apply in the ‘Amendment; No Waiver’ section of the Master Terms will apply; provided that any such updates or changes shall comply with Data Protection Laws and Regulations, shall not materially diminish the level of protection for Personal Data under this DPA, and Insider One shall provide Customer with prior notice of any material update or change.

14. Severability

If any individual provisions of this DPA are determined to be invalid or unenforceable, the validity and enforceability of the other provisions of this DPA will not be affected.

Schedule 1 — Insider One Security, Privacy, and Architecture Information Security Datasheet

Introduction

The goal of this document is to provide high-level information to our customers regarding Insider One’s commitment to security and data protection.

Insider One’s Corporate Trust Commitment

Insider One is committed to achieving and maintaining the trust of our customers. Our goal is to be as transparent as possible with our customers in offering state-of-the-art security and protections to meet and exceed expectations in today’s modern computing world.

Policy Ownership

Insider One has a documented information security policy that all employees must read and acknowledge. This policy is reviewed and updated annually. Security policy development, maintenance, and issuance is the responsibility of the Insider One Security Team.

Insider One Infrastructure

Insider One hosts the Insider One Services with Amazon Web Services in their EU-West-1 region, Ireland.

Third-Party Architecture

Insider One may use one or more third-party content delivery networks to provide the Insider One Services and to optimize content delivery via the Insider One Services. Content items to be served to subscribers or end-users, such as images or attachments uploaded to the Insider One Services, may be cached with such content delivery networks to expedite transmission. Information transmitted across a content delivery network may be accessed by that content delivery network solely to enable these functions.

Audits, Certifications, and Regulatory Compliance

Insider One is ISO/IEC 27001 certified and has the SOC 2 Type 1 report. Insider One also enters into the EU Standard Contractual Clauses with its Customers who would like to be protected with applicable data transfer mechanisms under the GDPR.

Security Controls

1. Organization Security

Insider One’s CTO is responsible for the overall security of the Insider One Services, including oversight and accountability. Insider One’s contracts with third-party hosting providers such as Amazon Web Services include industry-standard information protection requirements.

2. Asset Classification and Logical Access Control

Insider One maintains an inventory of essential information assets such as servers, databases, and information. All Customer Data is classified as Confidential by Insider One. Insider One adopts the principle of least privilege for all accounts running application or database services, as well as with its own staff. Insider One maintains separate development, staging (or sandbox), user acceptance testing, and production environments access to each environment and within each environment is strictly controlled. Access to Insider One’s servers are controlled via revocable SSH keys managed via configuration management and rotated at least annually. All access to Insider One’s servers or Customer Data is logged and can only be accessed through Insider One’s VPN, which uses multi-factor authentication. Database access is controlled via 24-character passwords with IP whitelisting. Insider One’s HR onboarding and off-boarding processes handle provisioning and de-provisioning of accounts and access.

3. Personnel Security

All employees at Insider One sign a non-disclosure agreement when their employment begins. In addition, Insider One conducts background checks of its employees as part of its onboarding process. All employees are informed of, and agree to comply with, Insider One’s security policies and practices as a part of their initial onboarding. System administrators, developers and other users with privileged access receive special and ongoing training and are subjected to additional background screening.

4. Physical and Environmental Security

Access to Insider One facilities is controlled by 24-hour security. Additionally, all Insider One offices are protected by locked access and are under 24-hour video surveillance. All Insider One employee workstations are encrypted and password protected, and all Insider One user accounts require two-factor authentication. Data centers and servers are managed and controlled by our Cloud hosting providers. Insider One employees have no access to any of these data centers. Details regarding the security practices & controls applicable to these facilities can be found at their websites: AWS: https://aws.amazon.com/security

5. Policies and Logging

The Insider One Services are operated in accordance with the following procedures to enhance security:

User passwords are never transmitted or stored in clear text
Insider One uses industry-standard methods to determine password validity
Insider One keeps audit logs for all access to production servers
Server access is controlled via Amazon Web Services Identity and Access Management
Logs are stored in a secure centralized host to prevent tampering
Passwords are not logged under any circumstances
All access to customer dashboard accounts by Insider One Employees must be done through an internal service that is accessible via a 2-factor VPN only
As part of Insider One’s Employee Information Security Policy, employees may not store any Customer Data on removable media

6. Intrusion Detection

Insider One monitors system, user, and file behavior across its infrastructure using a host-based Intrusion Detection System. Intrusion Detection alerts are monitored by the Security and DevOps teams 24/7. Additionally, Insider One may analyze data collected by users’ web browsers (e.g., device type, screen resolution, time zone, operating system version, browser type and version, system fonts, installed browser plug-ins, enabled MIME types, etc.) for security purposes, including to detect compromised browsers, to prevent fraudulent authentications, and to ensure that the Insider One Services function properly. Insider One’s APIs and Dashboard use strict role-based access controls and user permissioning. Unauthorized web requests and API calls are logged and automatically alert Insider One’s engineering team.

7. Security Logs

All Insider One systems used in the provision of the Insider One Services, including firewalls, routers, network switches, and operating systems log information to their respective system log facility in order to enable security reviews and analysis.

8. System Patching and Configuration Management

Insider One patches its servers and rebuilds its entire cloud infrastructure from configuration management systems on a regular basis, which ensures that the latest patches are applied and that we “reset” back to a known, clean state. Insider One maintains multiple environments and tests changes in containerized development environments and in live staging environments before making changes to production environments.

9. Vulnerability Management

Insider One’s infrastructure and applications are continuously scanned by a Vulnerability Management System. Alerts are monitored by our Security Team and addressed at least monthly by the Insider One Security Team. Insider One also maintains a list membership to various CVE vulnerability mailing lists. Patches and ‘critical’ and ‘high’ vulnerabilities are remediated no later than 30 days following discovery. Insider One also uses static code analysis tools during the build process (such as Brakeman and bundler-audit) to perform static security analysis.

10. Third-Party Penetration Testing

Insider One undergoes a third-party penetration test of the Insider One Services on an annual basis.

11. Monitoring

For technical monitoring, maintenance and support processes, Insider One uses a combination of tools to ensure that processes and servers are running properly, including but not limited to:

Process monitoring
CPU, disk, and memory monitoring
Uptime monitoring
Functional monitoring
Database monitoring
APM performance monitoring
Latency monitoring
Error monitoring

12. Customer Access Control

The Insider One Services employ a variety of security controls. These include, but are not limited to:

API IP Whitelisting — Defines the range of IP addresses from which a customer’s users can access the Insider One API to prevent unauthorized third parties from accessing the Insider One Services.
All requests on the Insider One Dashboard have cross-site request forgery (CSRF) protection. All web services use encrypted HTTPS for all traffic and disallow all HTTP traffic via HTTP Strict Transport Security (“HSTS”).
Failed login attempts are recorded and an account is locked out with the owner notified after multiple failed attempts.

13. Development and Maintenance

Insider One uses tools such as GitHub to effectively manage the development lifecycle. During testing, Insider One generates test accounts and fake data for testing. Insider One does not use production data in test accounts. Application source control is accomplished through private GitHub repositories. Insider One has controls in place to ensure that all code must be approved before being merged to Insider One’s main code branch; only authorized employees are granted access to promote code to production. Insider One developers receive additional security training as part of their onboarding, and undergo regular and periodic security training during the term of their employment. Insider One maintains a list of core security principles for engineering and high-level guidelines on security topics for secure software development.

14. Malware Prevention

Insider One adopts the principle of least privilege for all accounts running application or database services. Proper change management ensures that only authorized packages are installed via a package management system containing only trusted software, and that software is never installed manually. All Insider One employee computers have virus scanners installed and updated definitions sent out from a central device management platform.

15. Information Security Incident Management

Insider One maintains written and regularly-audited security incident management policies and procedures, including an Incident Response Plan to be enacted in the event of an incident.

16. Data Encryption

The Insider One Services use industry-accepted encryption practices to protect Customer Data and communications during transmissions between a customer’s network and the Insider One Services, including 256-bit TLS Certificates and 4096-bit RSA public keys at a minimum.

Insider One audits the TLS ciphers used in connection with the provision of the Services with third-party security auditors to ensure that anonymous or weak ciphers are not used. These audits also confirm that the Services do not allow client renegotiation, support downgrade attack protection and forward secrecy. Data shipped to Amazon Web Services is encrypted in transit and at-rest using AES-256 encryption via Amazon’s managed encryption key process. Where use of the Services requires a customer to provide access to third party services, Insider One performs additional encryption of that information.

17. Return and Deletion of Customer Data

The Insider One Services allow import, export, and deletion of Customer Data by authorized users at all times during the term of a customer’s subscription. Following termination or expiration of the Services, Insider One shall securely overwrite or delete Customer Data within 180 days following any such termination, in accordance with the Agreement, applicable laws and the Documentation.

18. Reliability and Backup

All networking components, SSL accelerators, load balancers, Web servers and application servers are configured in a redundant configuration. All Customer Data submitted to the Insider One Services is stored on a multiple database server with multiple active clusters for higher availability. All database servers replicate in near real-time and are backed up on a regular basis. Backups are encrypted using AES-256 encryption and verified for integrity.

19. Business Continuity Management and Disaster Recovery

Insider One has a formal and documented Business Continuity Procedure and Disaster Recovery Plan, which is tested annually. Insider One tests database backups and failovers as part of our Business Continuity Plan.

20. Blocking Third Party Access

The Insider One Services have not been designed to include any backdoors or similar functionality that would allow the government or any third parties to access Customer Data. We do not voluntarily provide any government or other third party with encryption keys, or any other way to break our encryption.

21. Contacts

Insider One’s Security Team can be reached by emailing [email protected].

Schedule 2 — Sub-processors Used in Connection with the Insider Services

The list of sub-processors of Insider One is available at https://insiderone.com/legal/subprocessors

Schedule 3 — Details of the Processing

Nature and Purpose of Processing

Insider One will Process Personal Data as necessary to perform the Services pursuant to the Agreement, as further specified in the Documentation, and as further instructed by Customer in its use of the Services.

Duration of Processing

Subject to Section 7 of the DPA, Insider One will Process Personal Data for the Term of the Agreement, unless otherwise agreed upon in writing.

Categories of Data Subjects

Customer may submit Personal Data to the Services, the extent of which is determined and controlled by Customer in its sole discretion, and which include Personal Data relating to the End Users.

Type of Personal Data

Customer may submit Personal Data to the Services, the extent of which is determined and controlled by Customer in its sole discretion, and which include the following categories of Personal Data:

Customer transaction information (order/request information)
Marketing information (information obtained through Insider One Java Script which is cookie-similar tech) Click information
Duration of stay on the site/advertisement IP address

Although it is not included in the ordinary course of Insider One Services, if Customer prefer to send the following data to use specific features of the Insider One Services, Insider One will process the following categories of Personal Data:

Contact Information (Email)
Identity information (Name, surname, age, gender)

MindBehind Service Specific Processing

MindBehind provides NLP and LLM-supported communication solutions for customer interactions across messaging platforms. Insider One ensures that any third-party AI providers involved in MindBehind services process Customer Data strictly in real-time without permanent storage. Insider One guarantees through contractual arrangements that such data will not be retained or utilized for AI training or any unrelated purpose.

Signatures

ACCEPTED BY CUSTOMER	ACCEPTED BY INSIDER ONE
SIGNATURE:	SIGNATURE:
FULL NAME:	FULL NAME:
TITLE:	TITLE:
DATE:	DATE:

Annex I

A. List of Parties

Data exporter(s)

Name: Customer, as specified in the Agreement.*
Address: As set out in the Agreement.
Contact person’s name, position and contact details: As set out in the Agreement.
Activities relevant to the data transferred under these Clauses: As set out in the Agreement and Annex II.
Signature and date: The Parties acknowledge that by signing the applicable agreement or addendum that incorporates these Standard Contractual Clauses by reference, they are deemed to have executed these Clauses. The effective date specified in that agreement or addendum shall be considered the effective date of these Standard Contractual Clauses.
Role (controller/processor): Controller

* For the purposes of these Standard Contractual Clauses, the term “Agreement” refers to any applicable contract between Insider One and the Customer under which Insider One provides products or services to the Customer. This includes, but is not limited to, a Master Services Agreement, Terms of Service, or any similar arrangement, together with all related exhibits, schedules, forms, statements of work, amendments, addenda, and appendices.

Data importer(s)

Name: Insider One, as specified in the Agreement.
Address: As set out in the Agreement.
Contact person’s name, position and contact details: As set out in the Agreement.
Activities relevant to the data transferred under these Clauses: As set out in the Agreement and Annex II.
Signature and date: The Parties acknowledge that by signing the applicable agreement or addendum that incorporates these Standard Contractual Clauses by reference, they are deemed to have executed these Clauses. The effective date specified in that agreement or addendum shall be considered the effective date of these Standard Contractual Clauses.
Role (controller/processor): Processor

B. Description of Transfer

Categories of data subjects whose personal data is transferred

The Data Exporter may submit personal data to the Data Importer and its Affiliates, the extent of which is determined and controlled by the Data Exporter in its sole discretion, and which may include, but is not limited to personal data relating to the following categories of data subjects:

Prospective customers, customers, resellers, referrers, business partners, and vendors of the Data Exporter (who are natural persons);
Employees or contact persons of the Data Exporter’s prospective customers, customers, resellers, referrers, subcontractors, business partners, and vendors (who are natural persons);
Employees, agents, advisors, and freelancers of the Data Exporter (who are natural persons); and/or
Natural persons authorized by the Data Exporter to use the services provided by the Data Importer to the Data Exporter.

Categories of personal data transferred

Personal details, including any information that identifies the data subject and their personal characteristics, including: name, address, contact details, age, date of birth, sex, and physical description.
Family, lifestyle and social circumstances, including any information relating to the family of the data subject and the data subject’s lifestyle and social circumstances, including current marriage and partnerships, marital history, details of family and other household members, habits, housing, travel details, leisure activities, and membership of charitable or voluntary organizations.
Education and training details, including information which relates to the education and any professional training of the data subject, including academic records, qualifications, skills, training records, professional expertise, student and pupil records.
Employment details, including information relating to the employment of the data subject, including employment and career history, recruitment and termination details, attendance records, health and safety records, performance appraisals, training records, and security records.
Financial details, including information relating to the financial affairs of the data subject, including income, salary, assets and investments, payments, creditworthiness, loans, benefits, grants, insurance details, and pension information.
Goods or services provided and related information, including details of the goods or services supplied, licenses issued, and contracts.
Other categories of personal data processed in connection with the provision of Insider One services pursuant to the Agreement.

For personal data collected in Vietnam or otherwise subject to the applicable Vietnam laws and regulations (“Vietnam Personal Data”), the categories of data subjects and personal data actually transferred are those specified in the DPA and its relevant Schedules.

Sensitive data transferred (if applicable) and applied restrictions or safeguards

Restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialised training), keeping a record of access to the data, restrictions for onward transfers or additional security measures.

The personal data subject to transfer may include special categories of personal data as defined under the GDPR. Where the transfer involves personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person’s sex life or sexual orientation, or data relating to criminal convictions and offences, the specific restrictions and/or additional safeguards described in Annex II shall be applied.

For Vietnam Personal Data, sensitive personal data shall be transferred subject to the restrictions and safeguards described in the DPA and its relevant Schedules, Annex II and, in addition, to encryption in transit and at rest and, where feasible, pseudonymisation or anonymisation, with access limited to authorised personnel under documented processing procedures.

The frequency of the transfer

The personal data is transferred on a continuous basis.

Nature of the processing

The Data Importer collects, stores, organizes, categorizes, structures, adopts or alters, retrieves, consults, uses, discloses by transmission, analyzes, manages, processes, restricts, and erases personal data on behalf of the Data Exporter in accordance with the terms of the Agreement.

Purpose(s) of the data transfer and further processing

The data transfers take place for the purpose of delivering the Insider One services in accordance with the Agreement.

Legal basis of the transfer of Vietnam Personal Data

The transfer of Vietnam Personal Data is a transfer of personal data by the Data Exporter, as Controller, to the Data Importer, as Processor, for processing on the Data Exporter’s behalf, or on the basis of the consent of the data subjects or another lawful basis established by the Data Exporter under the applicable laws and regulations. The transfer does not constitute a purchase or sale of personal data.

The period for which the personal data will be retained

The Data Importer shall retain the transferred personal data until it is deleted in accordance with the terms set out in the Agreement. For Vietnam Personal Data, before such termination or expiry, the Data Exporter may export the personal data through the Insider One panel. Upon termination or expiry of the Agreement, the personal data shall in any event be deleted, except to the extent that the Data Importer is required by applicable laws and regulations to retain such personal data, in which case the Data Importer shall retain only the personal data and for the period so required and shall continue to protect it in accordance with the DPA.

For transfers to (sub-)processors: subject matter, nature and duration of the processing

Sub-processors may be engaged to carry out the processing activities outlined in Annex I, Section B. Information regarding sub-processors are provided in Annex III.

Responsibilities of the parties

The responsibility of each party for the protection of personal data, the responsibility for responding to requests of data subjects exercising their rights, and the responsibility for cooperation in the event of a personal data breach or other violation of the applicable laws and regulations are set out in the DPA and its relevant Schedules, which apply to the transfer of Vietnam Personal Data under this Annex.

C. Competent Supervisory Authority

The competent supervisory authority will be determined in accordance with the GDPR in accordance with Clause 13 (Supervision) of the Standard Contractual Clauses.

Annex II — Technical and Organisational Measures

Description of the technical and organisational measures implemented by the data importer(s) (including any relevant certifications) 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.

The Data Importer/sub-processor has implemented and shall maintain a security program in accordance with industry standards. More specifically, the Data Importer/sub-processor’s security program shall include:

Access of Data Importer’s internal operations

The Data Importer/sub-processor implements optimal measures in order to prevent unauthorized persons from gaining access to the data processing equipment where the personal data are processed or used, including:

establishing security areas;
protection and restriction of access paths;
establishing access authorizations for employees and third parties, including the respective documentation;
all access to the data center where personal data are hosted is logged, monitored, and tracked; and
the data center where personal data are hosted is secured by a security alarm system, and other appropriate security measures.

Access of the system

The Data Importer implements optimal measures to prevent their data processing systems from being used by unauthorized persons, including:

use of proper encryption technologies;
identification of the terminal and/or the terminal user to the Data Importer/sub-processor and processing systems;
automatic temporary lock-out of the user ID when several erroneous passwords are entered; and
all access to data content is logged, monitored, and tracked.

Access to use specific areas of data processing

The Data Importer/sub-processor commits that the persons entitled to use their data processing system are only able to access the data within the scope and to the extent covered by their respective access permission (authorization) and that personal data cannot be read, copied or modified or removed without authorization. This shall be accomplished by various measures including:

employee policies and training in respect of each employee’s access rights to the personal data;
allocation of individual terminals and/or terminal user, and identification characteristics exclusive to specific functions;
monitoring capability in respect of individuals who delete, add or modify the personal data;
release of data only to authorized persons, including allocation of differentiated access rights and roles; and
use of adequate encryption technologies; and control of files, controlled and documented destruction of data.

Transportation

Data Importer/sub-processor implements suitable measures to prevent the personal data from being read, copied, altered or deleted by unauthorized parties during the transmission thereof or during the transport of the data media. This is accomplished by various measures including:

use of adequate firewall, VPN and encryption technologies to protect the gateways and pipelines through which the data travels;
certain highly confidential employee data (e.g., personally identifiable information such as National ID numbers, credit or debit card numbers) is also encrypted within the system; and
providing user alert upon incomplete transfer of data (end to end check); and as far as possible, all data transmissions are logged, monitored and tracked.

Input

Data Importer/sub-processor implements suitable input control measures, including:

an authorization policy for the input, reading, alteration and deletion of data;
authentication of the authorized personnel;
protective measures for the data input into memory, as well as for the reading, alteration and deletion of stored data;
utilization of unique authentication credentials or codes (passwords);
automatic log-off of user IDs that have not been used for a substantial period of time;
proof established within Data Importer/sub-processor’s organization of the input authorization; and
electronic recording of entries.

Documentation

Data Importer/sub-processor will keep documentation of technical and organizational measures in case of audits and for the conservation of evidence. Data Importer/sub-processor shall take reasonable steps to ensure that persons employed by it, and other persons at the place of work concerned, are aware of and comply with the technical and organizational measures set forth in this DPA.

Control

Data Importer/sub-processor shall implement optimal measures to monitor access restrictions to Data Importer/sub-processor’s system administrators and to ensure that they act in accordance with instructions received. This is accomplished by various measures including:

individual appointment of system administrators;
adoption of optimal measures to register system administrators’ access logs to the infrastructure and keep them secure, accurate and unmodified for at least six months;
yearly audits of system administrators’ activity to assess compliance with assigned tasks, the instructions received by the Data Importer/sub-processor and applicable laws;
keeping an updated list with system administrators’ identification details (e.g. name, surname, function or organizational area) and tasks assigned and providing it promptly to the Data Exporter upon request.

Annex III — List of Sub-processors