Data Processing Addendum

Effective November 15, 2023

This Data Processing Addendum, including its annexes and the Standard Contractual Clauses, ("DPA") is made by and between Intercom (“Intercom”), and Customer, pursuant to the Master SaaS Subscription Agreement, the Subscription Terms of Service or other written or electronic agreement between the parties (as applicable) ("Agreement").

This DPA forms part of the Agreement and sets out the terms that apply when Customer Personal Data is processed by Intercom under the Agreement. The purpose of the DPA is to ensure such processing is conducted in accordance with applicable laws and with due respect for the rights and freedoms of individuals whose Personal Data is processed.

1. Definitions. Any capitalized term used but not defined in this DPA has the meaning provided to it in the Agreement.

i."Account Data" means Personal Data that relates to Customer’s relationship with Intercom, including to access Customer’s account and billing information, identity verification, maintain or improve performance of the Services, provide support, investigate and prevent system abuse, or fulfill legal obligations.

ii."Affiliate" means any entity controlled by, controlling or under common control by an entity, where "control" means ownership of or the right to control greater than 50% of the voting securities of such entity.

iii."Applicable Data Protection Legislation" refers to laws and regulations applicable to Intercom’s processing of personal data under the Agreement, including but not limited to (a) the GDPR, (b) in respect of the UK, the GDPR as saved into United Kingdom law by virtue of section 3 of the United Kingdom's European Union (Withdrawal) Act 2019 ("UK GDPR") and the Data Protection Act 2018 (together, "UK Data Protection Laws"), (c) the Swiss Federal Data Protection Act and its implementing regulations ("Swiss DPA"), (d) CCPA & CPRA, and (e) Australian Privacy Principles and the Australian Privacy Act (1988), in each case, as may be amended, superseded or replaced.

iv."CCPA" or "CCPA and CPRA" means the California Consumer Privacy Act of 2018 and any binding regulations promulgated thereunder, in each case, as may be amended from time to time. This includes but it is not limited to the California Privacy Rights Act of 2020.

v."Controller" or "controller" means the natural or legal person, public authority, agency, or other body which, alone or jointly with others, determines the purposes and means of the processing of Personal Data. It shall have the same meaning ascribed to “controller” under the GDPR and other equivalent terms under Applicable Data Protection Legislation (e.g., ”Business” as defined under the CCPA), as applicable.

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

vii.“Customer Personal Data” means Personal Data that Intercom processes as a Processor on behalf of Customer.

viii."Europe" means for the purposes of this DPA the European Economic Area ("EEA"), the United Kingdom ("UK") and Switzerland, or another country which ensures an adequate level of protection for the rights and freedoms of data subjects in relation to the processing of Personal Data, as determined by the European Commission in the case that EU Data Protection Law applies respectively as determined by the ICO in the case that UK Data Protection Law applies.

ix."GDPR" means 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).

x."Personal Data" or "personal data" or "personal information" means any information, including personal information, relating to an identified or identifiable natural person (“data subject”) or as defined in and subject to Applicable Data Protection Legislation.

xi.“Privacy Policy” means the then-current privacy policy for the Services available at https://www.intercom.com/legal/privacy.

xii."Processor" or "processor" means the entity which processes Personal Data on behalf of the Controller. It shall have the meaning ascribed to “processor” under the GDPR and other equivalent terms under other Applicable Data Protection Legislation (e.g., “Service Provider” as defined under the CCPA), as applicable.

xiii."Processing" or "processing" (and "Process" or "process") means any operation or set of operations performed upon Personal Data, whether or not by automated means, means any operation or set of operations that is performed upon Personal Data, whether or not by automatic means, such as collection, recording, securing, organization, storage, adaptation or alteration, access to, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure, or destruction.

xiv."Restricted Transfer" means: (i) where the GDPR applies, a transfer of personal data from the EEA to a country outside of the EEA which is not subject to an adequacy determination by the European Commission; (ii) where the UK GDPR applies, a transfer of personal data from the UK to any other country which is not based on adequacy regulations pursuant to Section 17A of the Data Protection Act 2018; and (iii) where the Swiss DPA applies, a transfer of personal data to a country outside of Switzerland which is not included on the list of adequate jurisdictions published by the Swiss Federal Data Protection and Information Commissioner.

xv."Security Breach" means a breach of security leading to any accidental, unauthorized or unlawful loss, disclosure, destruction, loss, alteration, unauthorized disclosure of, or access to Customer Personal Data transmitted, stored or otherwise processed by Intercom. A Security Incident shall not include an unsuccessful attempt or activity that does not compromise the security of Customer Personal Data, including (without limitation) pings and other broadcast attacks of firewalls or edge servers, port scans, unsuccessful log-on attempts, denial of service attacks, packet sniffing (or other unauthorized access to traffic data that does not result in access beyond headers) or similar incidents.

xvi."Standard Contractual Clauses" or "SCCs" means (i) where the GDPR applies, the standard contractual clauses annexed to the European Commission's Implementing Decision (EU) 2021/914 of 4 June 2021 standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council, available at
https://eur-lex.europa.eu/legal-content/EN/TXT/HTML/?uri=CELEX:32021D0914&from=EN ("EU SCCs"); (ii) where the UK GDPR applies, the applicable standard data protection clauses adopted pursuant to Article 46(2)(c), or (d) where the UK GDPR means the International Data Transfer Addendum to the EU Standard Contractual Clauses issued by the Information Commissioner's Office under s.119A(1) of the Data Protection Act 2018, as such Addendum may be revised under Section 18 therein ("UK SCCs") and (iii) where the Swiss DPA applies, the applicable standard data protection clauses issued, approved or recognized by the Swiss Federal Data Protection and Information Commissioner (the "Swiss SCCs") (in each case, as updated, amended or superseded from time to time).

xvii."Sub-processor" or "sub-processor" means (a) Intercom, when Intercom is processing Customer Personal Data and where Customer is itself a processor of such Customer Personal Data, or (b) any third-party Processor engaged by Intercom or its Affiliates to assist in fulfilling Intercom's obligations under the Agreement and which processes Customer Personal Data. Sub-processors may include third parties or Intercom Affiliates but shall exclude Intercom employees, contractors or consultants.

xviii."Third Party Request" means any request, correspondence, inquiry, or complaint from a data subject, regulatory authority, or third party.

xix."UK Addendum" means the International Data Transfer Addendum to the EU Standard Contractual Clauses issued by the Information Commissioner's Office under s.119A(1) of the Data Protection Act 2018, as such Addendum may be revised under Section 18 therein. This is found in Schedule 4 below.

2. Applicability and Scope.

i.Applicability. This DPA will apply only to the extent that Intercom processes, on behalf of Customer, Personal Data to which Applicable Data Protection Legislation applies.

ii.Scope. The subject matter of the data processing is the provision of the Services, and the processing will be carried out for the duration of the Agreement. Schedule 1 (Details of Processing) sets out the nature and purpose of the processing, the types of Personal Data Intercom processes and the categories of data subjects whose Personal Data is processed.

iii.Intercom as a Processor. The parties acknowledge and agree that regarding the processing of Customer Personal Data, Customer may act either as a controller or processor and Intercom is a processor. Intercom will process Customer Personal Data in accordance with Customer’s instructions as set forth in Section 3 (Customer Instructions).

iv.Intercom as a Controller of Account Data. The parties acknowledge that, regarding the processing of Account Data, Customer is a controller and Intercom is an independent controller, not a joint controller with Customer. Intercom will process Account Data as a controller (a) in order to manage the relationship with Customer; (b) carry out Intercom’s core business operations; (c) in order to detect, prevent, or investigate security incidents, fraud, and other abuse or misuse of the Services; (d) identity verification; (e) to comply with Intercom’s legal or regulatory obligations; and (f) as otherwise permitted under Applicable Data Protection Legislation and in accordance with this DPA, the Agreement, and the Privacy Policy.

v.The parties agree that any notice or communication sent by Intercom to Customer shall also satisfy any obligation to send such notice or communication to Customer’s Affiliate.

3. Intercom as a Processor – Processing Customer Personal Data.

i.Customer Instructions. Customer appoints Intercom as a processor to process Customer Personal Data on behalf of, and in accordance with, Customer’s instructions (a) as set forth in the Agreement, this DPA, and as otherwise necessary to provide the Services to Customer (which may include investigating security incidents, and detecting and preventing exploits or abuse); (b) as necessary to comply with applicable law, including Applicable Data Protection Legislation; and (c) as otherwise agreed in writing between the parties (“Permitted Purposes”).

ii.Lawfulness of Instructions. Customer will ensure that its instructions comply with Applicable Data Protection Legislation. Customer acknowledges that Intercom is neither responsible for determining which laws are applicable to Customer’s business nor whether Intercom’s Services meet or will meet the requirements of such laws. Customer will ensure that Intercom’s processing of Customer Personal Data, when done in accordance with Customer’s instructions, will not cause Intercom to violate any applicable law, including Applicable Data Protection Legislation. Intercom will inform Customer if it becomes aware, or reasonably believes, that Customer’s instructions violate applicable law, including Applicable Data Protection Legislation.

iii.Additional Instructions. Additional instructions outside the scope of the Agreement or this DPA will be mutually agreed to between the parties in writing.

4. Purpose Limitation. Intercom will process Customer Personal Data in order to provide the Services in accordance with the Agreement. Schedule 1 (Details of Processing) of this DPA further specifies the nature and purpose of the processing, the processing activities, the duration of the processing, the types of Personal Data and categories of data subjects.

5. Compliance. Customer shall be responsible for ensuring that: a) all such notices have been given, and all such authorizations have been obtained, as required under Applicable Data Protection Legislation, for Intercom (and its Affiliates and Sub-processors) to process Customer Personal Data as contemplated by the Agreement and this DPA; b) it has complied, and will continue to comply, with all applicable laws relating to privacy and data protection, including Applicable Data Protection Legislation; and c) it has, and will continue to have, the right to transfer, or provide access to, Customer Personal Data to Intercom for processing in accordance with the terms of the Agreement and this DPA.

6. Confidentiality.

i.Confidentiality Obligations of Intercom Personnel.

a.Security Policy and Confidentiality. Intercom requires all employees to acknowledge in writing, at the time of hire, they will adhere to terms that are in accordance with Intercom’s security policy and to protect Customer Personal Data at all times. Intercom requires all employees to sign a confidentiality statement at the time of hire.

b.Intercom will ensure that any person that it authorizes to process Customer Personal Data (including its staff, agents, and subcontractors) shall be subject to a duty of confidentiality (whether in accordance with Intercom's confidentiality obligations in the Agreement or a statutory duty).

c.Background Checks. Intercom conducts at its expense a criminal background investigation on all employees who are to perform material aspects of the Services under this Agreement.

ii.Responding to Third Party Requests. In the event any Third Party Request is made directly to Intercom in connection with Intercom’s processing of Customer Personal Data, Intercom will promptly inform Customer and provide details of the same, to the extent legally permitted. Intercom will not respond to any Third Party Request, without prior notice to Customer and an opportunity to object, except as legally required to do so or to confirm that such Third Party Request relates to Customer.

7. Sub-processors.

i.Authorization for Sub-processing. Customer agrees that (a) Intercom may engage Sub-processors as listed at https://www.intercom.com/legal/subprocessors-list (the "Sub-processor Page") which may be updated from time to time and Intercom Affiliates; and (b) such Affiliates and Sub-processors respectively may engage third party processors to process Customer Personal Data on Intercom's behalf. Customer provides a general authorization for Intercom to engage onward sub-processors that is conditioned on the following requirements: (a) Intercom will restrict the onward sub-processor’s access to Customer Personal Data only to what is strictly necessary to provide the Services, and Intercom will prohibit the sub-processor from processing the Customer Personal Data for any other purpose. (b) Intercom agrees to impose contractual data protection obligations, including appropriate technical and organizational measures to protect personal data, on any sub-processor it appoints that require such sub-processor to protect Customer Personal Data to the standard required by Applicable Data Protection Legislation; and (c) Intercom will remain liable and accountable for any breach of this DPA that is caused by an act or omission of its sub-processors.

ii.Current Sub-processors and Notification of Sub-processor Additions.

a.Customer understands that effective operation of the Services may require the transfer of Customer Personal Data to Intercom Affiliates, such as Intercom, Inc., or to Intercom's Sub-processors, see Schedule 3. Customer hereby authorizes the transfer of Customer Personal Data to locations outside Europe (Intercom’s primary processing facilities are in the United States of America), including to Intercom Affiliates and Sub-processors, subject to continued compliance with this DPA throughout the duration of the Agreement. Customer hereby provides general authorization to Intercom engaging additional third-party Sub-processors to process Customer Personal Data within the Services for the Permitted Purposes.

b.Intercom may, by giving reasonable notice to the Customer, add to the Sub-processor Page. Intercom will notify Customer if it intends to add or replace Sub-processors from the Sub-Processor Page at least 10 days prior to any such changes. To receive such notification, Customers can follow link http://privacy.intercom.com/third-party-subscribe to join Intercom’s distribution list. If Customer objects to the appointment of an additional Sub-processor within thirty (30) calendar days of such notice on reasonable grounds relating to the protection of the Customer Personal Data, then Intercom will work in good faith with Customer to find an alternative solution. In the event that the parties are unable to find such a solution, Customer may terminate the Agreement at no additional cost.

8. Impact Assessments and Consultations. Intercom shall, to the extent required by Applicable Data Protection Legislation, provide Customer with reasonable assistance (at Customer's cost and expense) with data protection impact assessments or prior consultations with data protection authorities that Customer is required to carry out under such legislation.

9. Security.

i.Intercom has in place and will maintain throughout the term of this Agreement appropriate technical and organizational measures designed to protect Customer Personal Data against Security Breaches.

ii.These measures shall at a minimum comply with applicable law and include the measures identified in Schedule 2 (Technical and Organizational Security Measures).

iii.Customer acknowledges that the security measures are subject to technical progress and development and that Intercom may update or modify the security measures from time to time, provided that such updates and modifications do not result in the degradation of the overall security of the Services purchased by the Customer.

iv.Intercom will ensure that any person authorized to process Customer Personal Data (including its staff, agents, and subcontractors) shall be subject to a duty of confidentiality.

v.Upon becoming aware of a Security Breach involving Customer Personal Data processed by Intercom on behalf of Customer under this DPA, Intercom shall notify Customer without undue delay and shall provide such information as Customer may reasonably require, including to enable Customer to fulfil its data breach reporting obligations under Applicable Data Protection Legislation.

vi.Intercom’s notification of or response to a Security Breach shall not be construed as an acknowledgement by Intercom of any fault or liability with respect to the Security Breach.

vii.Customer is solely responsible for its use of the Service, including (a) making appropriate use of the Service to ensure a level of security appropriate to the risk in respect of Customer Personal Data; (b) securing the account authentication credentials, systems and devices Customer uses to access the Service; and (c) backing up Customer Personal Data.

10. Return or Deletion of Customer Personal Data.

Upon termination or expiry of this Agreement, Intercom will (at Customer's election) delete or return to Customer all Customer Personal Data (including copies) in its possession or control as soon as reasonably practicable and within a maximum period of 30 days of termination or expiry of the Agreement, save that this requirement will not apply to the extent that Intercom is required by applicable law to retain some or all of the Customer Personal Data, or to Customer Personal Data it has archived on back-up systems, which Customer Personal Data Intercom will securely isolate and protect from any further processing, except to the extent required by applicable law.

11. Audits.

i.The parties acknowledge that when Intercom is acting as a processor on behalf of Customer, Customer must be able to assess Intercom’s compliance with its obligations under Applicable Data Protection Legislation and this DPA.

ii.Upon written request and at no additional cost to Customer, Intercom shall provide Customer, and/or its appropriately qualified third-party representative (collectively, the "Auditor"), access to reasonably requested documentation evidencing Intercom's compliance with its obligations under this DPA in the form of the relevant audits or certifications found at https://trust.intercom.com.

iii.While it is the parties’ intention ordinarily to rely on the provision of the documentation to demonstrate Intercom’s compliance with this DPA and the provisions of Article 28 of the GDPR, Intercom shall permit Customer or its Auditor to carry out an audit, at Customer’s cost and expense, (including, without limitation, the costs and expenses of Intercom), of Intercom’s processing of Customer Personal Data under the Agreement upon Customer’s written request for an audit, subject to the terms of this Section. Following Intercom’s receipt of such request, Intercom and Customer shall mutually agree in advance on the details of the audit, including the reasonable start date, scope and duration of any such audit. Any such audit shall be subject to Intercom’s security and confidentiality terms and guidelines, may only be performed a maximum of once annually and will be restricted to only data relevant to Customer. Where the Auditor is a third-party, Intercom may object in writing to such Auditor, if in Intercom's reasonable opinion, the Auditor is not suitably qualified or is a direct competitor of Intercom. Any such objection by Intercom will require Customer to either appoint another Auditor or conduct the audit itself. Any expenses incurred by an Auditor in connection with any review of reports or an audit shall be borne exclusively by the Auditor. For clarity, the exercise of audit rights under the SCCs shall be as described in this Section 11 (Audits)

iv.Intercom uses external auditors to verify the adequacy of its security measures with respect to its processing of Customer Personal Data. A description of Intercom’s certifications and standards for audit can be found at https://trust.intercom.com.

12. Transfer Mechanisms.

i.Location of Processing. Customer acknowledges that Intercom and its Sub-processors may transfer and process personal data to and in the United States of America and other locations in which Intercom, its Affiliates or its Sub-processors maintain data processing operations, as more particularly described in the Sub-processor Page. Intercom shall ensure that such transfers are made in compliance with Applicable Data Protection Legislation and this DPA.

ii.Transfer Mechanism. The parties agree that when the transfer of personal data from Customer (as “data exporter”) to Intercom (as “data importer”) is a Restricted Transfer, Applicable Data Protection Legislation requires that appropriate safeguards are put in place. For the purposes of such Restricted Transfers from Customer to Intercom, the parties rely on Intercom’s certification under the EU-U.S Data Privacy Framework, the Swiss-US Data Privacy Framework and the UK-US Data Privacy Framework (together, the “DPF”) operated by the U.S. Department of Commerce. To the extent that the DPF is invalidated or ceases to be an appropriate safeguard under Article 46 GDPR for transfers to the United States, then, such transfer shall be subject to the appropriate Standard Contractual Clauses, which shall be deemed incorporated into and form part of this DPA, as follows:

a.In relation to transfers of Customer Personal Data that is protected by the GDPR, the EU SCCs shall apply, completed as follows:

Module Two or Module Three will apply (as applicable);
in Clause 7, the optional docking clause will apply;
in Clause 9, Option 2 will apply, and the time period for prior notice of Sub-processor changes shall be as set out in section 7.ii.b of this DPA;
in Clause 11, the optional language will not apply;
in Clause 17, Option 1 will apply, and the EU SCCs will be governed by by the law of the EU Member State in which the data exporter is established and if no such law by Irish law;
in Clause 18(b), disputes shall be resolved before the courts of the EU Member State in which the data exporter is established and otherwise Ireland;
Annex I of the EU SCCs shall be deemed completed with the information set out in Schedule 1 to this DPA; and
Subject to section 9.iii of this DPA, Annex II of the EU SCCs shall be deemed completed with the information set out in Schedule 2 to this DPA;

b.In relation to transfers of Account Data protected by the GDPR and processed in accordance with Section 2.iv of this DPA, the EU SCCs shall apply, completed as follows:

Module One will apply;
in Clause 7, the optional docking clause will apply;
in Clause 11, the optional language will not apply;
in Clause 17, Option 1 will apply, and the EU SCCs will be governed by Irish law;
in Clause 18(b), disputes shall be resolved before the courts of Ireland;
Annex I of the EU SCCs shall be deemed completed with the information set out in Schedule 1 to this DPA; and
Subject to section 9.iii of this DPA, Annex II of the EU SCCs shall be deemed completed with the information set out in Schedule 2 to this DPA;

c.In relation to transfers of personal data protected by the UK GDPR or Swiss DPA, the EU SCCs as implemented under sub-paragraphs (a) and (b) above will apply with the following modifications:

references to "Regulation (EU) 2016/679" shall be interpreted as references to UK Privacy Laws or the Swiss DPA (as applicable);
references to specific Articles of "Regulation (EU) 2016/679" shall be replaced with the equivalent article or section of UK Privacy Laws or the Swiss DPA (as applicable);
references to "EU", "Union", "Member State" and "Member State law" shall be replaced with references to "UK" or "Switzerland", or "UK law" or "Swiss law" (as applicable);
the term "member state" shall not be interpreted in such a way as to exclude data subjects in the UK or Switzerland from the possibility of suing for their rights in their place of habitual residence (i.e., the UK or Switzerland);
Clause 13(a) and Part C of Annex I are not used and the "competent supervisory authority" is the UK Information Commissioner or Swiss Federal Data Protection Information Commissioner (as applicable);
references to the "competent supervisory authority" and "competent courts" shall be replaced with references to the "Information Commissioner" and the "courts of England and Wales" or the "Swiss Federal Data Protection Information Commissioner" and "applicable courts of Switzerland" (as applicable);
in Clause 17, the Standard Contractual Clauses shall be governed by the laws of England and Wales or Switzerland (as applicable); and
with respect to transfers to which UK Privacy Laws apply, Clause 18 shall be amended to state "Any dispute arising from these Clauses shall be resolved by the courts of England and Wales. A data subject may bring legal proceeding against the data exporter and/or data importer before the courts of any country in the UK. The Parties agree to submit themselves to the jurisdiction of such courts", and with respect to transfers to which the Swiss DPA applies, Clause 18(b) shall state that disputes shall be resolved before the applicable courts of Switzerland.

d.To the extent that and for so long as the EU SCCs as implemented in accordance with sub-paragraph (a)-(c) above cannot be used to lawfully transfer Customer Personal Data and Account Data in accordance with the UK GDPR to Intercom, the UK SCCs shall be incorporated into and form an integral part of this DPA and shall apply to transfers governed by the UK GDPR. For the purposes of the UK SCCs, the relevant annexes, appendices or tables shall be deemed populated with the information set out in Schedules 1 and 2 of this DPA.

in relation to data that is protected by the UK GDPR, the EU SCCs will apply as follows: (i) apply as completed in accordance with paragraph 7(a) above; and (ii) be deemed amended as specified by Part 2 of the UK Addendum, which shall be deemed incorporated into and form an integral part of this DPA. In addition, tables 1 to 3 in Part 1 of the UK Addendum shall be completed respectively with the information set out in Schedule I and Schedule II of this DPA and table 4 in Part 1 of the UK Addendum shall be deemed completed by selecting "neither party".

e.It is not the intention of either party to contradict or restrict any of the provisions set forth in the Standard Contractual Clauses and, accordingly, if and to the extent the Standard Contractual Clauses conflict with any provision of the Agreement (including this DPA) the Standard Contractual Clauses shall prevail to the extent of such conflict.

iii.Alternative Transfer Mechanism. To the extent that Intercom adopts an alternative data export mechanism (including any new version of or successor to the DPF or Standard Contractual Clauses adopted pursuant to Applicable Data Protection Legislation) ("Alternative Transfer Mechanism"), the Alternative Transfer Mechanism shall upon notice to Customer and an opportunity to object, apply instead of any applicable transfer mechanism described in this DPA (but only to the extent such Alternative Transfer Mechanism complies with Applicable Data Protection Legislation applicable to Europe and extends to territories to which Customer Personal Data and Account Data is transferred).

13. Cooperation and Data Subject Rights.

i.Data Subject Rights. Intercom provides Customer with a number of self-service features via the Services, including the ability to delete, obtain a copy of, or restrict use of Customer Personal Data. Customer may use such self-service features to assist in complying with its obligations under Applicable Data Protection Law with respect to responding to Third Party Requests from data subjects via the Services at no additional cost. Upon Customer’s request, Intercom shall, taking into account the nature of the processing, provide reasonable assistance to Customer where possible and at Customer’s cost and expense, to enable Customer to respond to requests from a data subject seeking to exercise their rights under Applicable Data Protection Legislation. In the event that such request is made directly to Intercom, if Intercom can, through reasonable means, identify the Customer as the controller of the Customer personal data of a data subject, Intercom shall promptly inform Customer of the same. As between the Parties, Customer shall have sole discretion and responsibility in responding to the rights asserted by any individual in relation to Customer Personal Data.

ii.Cooperation. In the event that either party receives (a) any request from a data subject to exercise any of its rights under Applicable Data Protection Legislation or (b) any Third Party Request relating to the processing of Account Data or Customer Personal Data conducted by the other party, such party will promptly inform the other party in writing. The parties agree to cooperate, in good faith, as necessary to respond to any Third Party Request and fulfill their respective obligations under Applicable Data Protection Legislation.

14. No sale or Sharing.

To the extent that the processing of Customer Personal Data is subject to U.S. data protection laws, Intercom is prohibited from: (a) selling Customer Personal Data or otherwise making Customer Personal Data available to any third party for monetary or other valuable consideration; (b) sharing Customer Personal Data with any third party for cross-behavioral advertising; (c) retaining, using, or disclosing Customer Personal Data for any purpose other than for the business purposes specified in this DPA or as otherwise permitted by U.S. data protection laws; (d) retaining, using or disclosing Customer Personal Data outside of the direct business relationship between the parties, and; (e) except as otherwise permitted by U.S. data protection laws, combining Customer Personal Data with personal data that Intercom receives from or on behalf of another person or persons, or collects from its own interaction with the data subject. Intercom will notify Customer promptly if it makes the determination that it can no longer meet its obligations under applicable U.S. data protection laws.

15. Miscellaneous.

i.If there is a conflict between the Agreement and this DPA, the terms of this DPA will prevail. The order of precedence will be: (a) this DPA; (a) the Agreement; and (c) the Privacy Policy. To the extent there is any conflict between the Standard Contractual Clauses, and any other terms in this DPA, the Agreement, or the Privacy Pol-icy, the provisions of the Standard Contractual Clauses will prevail.

ii.The parties agree that this DPA shall replace and supersede any prior data processing addendum that Intercom and Customer may have previously entered into in connection with the Services.

iii.Any claims brought in connection with this DPA will be subject to the terms and conditions, including, but not limited to, the exclusions and limitations set forth in the Agreement.

iv.In no event does this DPA restrict or limit the rights of any data subject or of any competent supervisory authority.

v.In the event (and to the extent only) of a conflict (whether actual or perceived) among Applicable Data Protection Legislation, the parties (or relevant party as the case may be) shall comply with the more onerous requirement or standard which shall, in the event of a dispute in that regard, be solely determined by Intercom.

vi.Notwithstanding anything else to the contrary in the Agreement and without prejudice to Sections 2(iii) and 2 (iv), Intercom reserves the right to make any modification to this DPA as may be required to comply with Applicable Data Protection Legislation.

vii.Notwithstanding anything in the Agreement or any order form entered in connection therewith, the parties acknowledge and agree that Intercom access to Customer Personal Data does not constitute part of the consideration exchanged by the parties in respect of the Agreement.

viii.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 DPF and SCCs).

Schedule 1

DETAILS OF PROCESSING

Annex I

A. LIST OF PARTIES

Data exporter(s): [Identity and contact details of the controller(s) /data exporter(s) and, where applicable, of its/their data protection officer and/or representative in the European Union]

Name of Data exporter:	The party identified as the "Customer" in the Agreement and this DPA
Address:	As set forth in the Agreement
Contact person’s name, position, and contact details:	As set forth in the Agreement
Activities relevant to the data transferred under these Clauses:	See Annex 1(B) below
Signature and date:	This Annex I shall automatically be deemed executed when the Agreement is executed by Customer
Role (controller/processor):	Controller or Processor

Data importer(s): [Identity and contact details of the processor(s) /data importer(s), including any contact person with responsibility for data protection]

Name:	As set forth in the Agreement
Address:	As set forth in the Agreement
Contact person’s name, position, and contact details:	Intercom Privacy Team – legal@intercom.io
Activities relevant to the data transferred under these Clauses:	See Annex 1(B) below
Signature and date:	This Annex I shall automatically be deemed executed when the Agreement is executed by Intercom.
Role (controller/processor):	Processor

B. DESCRIPTION OF PROCESSING/ TRANSFER

Categories of Data Subjects whose personal data is transferred	Module One Customer’s employees and individuals authorized by Customer to access Customer’s Intercom account: Employees or contact persons of Customer's prospects, customers, business partners and vendors.
	Modules Two and Three Customer’s end users: Prospects, customers, business partners and vendors of Customer (who are natural persons).
Categories of Personal Data transferred	Module One Account Data which constitutes Personal Data, such as name and contact information as well as Customer billing address.
Categories of Personal Data transferred	Modules Two and Three Any Customer Personal Data processed by Intercom in connection with the Services and which could constitute any type of Personal Data included in chats or messages, including, without limitation, username, password, email address, IP address as well as customer attribute data, website page view data, click data and social media information.
Sensitive data transferred (if applicable) and applied restrictions or safeguards	Intercom does not knowingly collect (and Customer shall not submit) any sensitive data or any special categories of data (as defined under Applicable Data Protection Legislation).
Frequency of the transfer	Continuous.
Nature and purpose(s) of the data transfer and Processing	Module One Personal data contained in Account Data will be processed to manage the account, including to access Customer’s account and billing information, for identity verification, to maintain or improve the performance of the Services, to provide support, to investigate and prevent system abuse, or to fulfill legal obligations.
Nature and purpose(s) of the data transfer and Processing	Modules Two and Three Personal Data contained in Customer Personal Data will be subject to the following basic processing activities: Intercom provides a communication platform to facilitate interaction and engagement between the Customer and end users. This service will consist of providing a communication platform for the Customer to use in order to on-board and retain end users as well as analyze their use of the Customer's product and/or services. Intercom will process personal data as necessary to provide the Services under the Agreement. Intercom does not sell Customer’s Personal Data or Customer end users’ Personal Data and does not share such end users’ Personal Data with third parties for compensation or for those third parties’ own business interests. Additional details about Intercom's products and services can be found at https://www.intercom.com.
Retention period (or, if not possible to determine, the criterial used to determine the period)	Module One Intercom will process Account Data as long as required (a) to provide the Services to Customer; (b) for Intercom’s lawful and legitimate business needs; or (c) in accordance with applicable law or regulation. Account Data will be stored in accordance with the Privacy Policy.
	Modules Two and Three Upon termination or expiry of this Agreement, Intercom will (at Customer's election) delete or return to Customer all Customer Personal Data (including copies) in its possession or control as soon as reasonably practicable and within a maximum period of 30 days of termination or expiry of the Agreement, save that this requirement will not apply to the extent that Intercom is required by applicable law to retain some or all of the Customer Personal Data, or to Customer Personal Data it has archived on back-up systems, which Customer Personal Data Intercom will securely isolate and protect from any further processing, except to the extent required by applicable law.
For transfers to (sub-) processors, also specify subject matter, nature, and duration of the processing	Modules Two and Three only Intercom will restrict the onward sub-processor’s access to Customer Personal Data only to what is strictly necessary to provide the Services, and Intercom will prohibit the sub-processor from processing the Personal Data for any other purpose. Intercom imposes contractual data protection obligations, including appropriate technical and organizational measures to protect personal data, on any sub-processor it appoints that require such sub-processor to protect Customer Personal Data to the standard required by Applicable Data Protection Legislation. Intercom will remain liable and accountable for any breach of this DPA that is caused by an act or omission of its sub-processors.
Identify the competent supervisory authority/ies in accordance with Clause 13	Where the EU GDPR applies, the competent supervisory authority shall be (i) the supervisory authority applicable to the data exporter in its EEA country of establishment or, (ii) where the data exporter is not established in the EEA, the supervisory authority applicable in the EEA country where the data exporter's EU representative has been appointed pursuant to Article 27(1) GDPR, or (iii) where the data exporter is not obliged to appoint a representative, the supervisory authority applicable to the EEA country where the data subjects relevant to the transfer are located.. Where the UK GDPR applies, the UK Information Commissioner's Office.

Schedule 2

TECHNICAL AND ORGANIZATIONAL SECURITY MEASURES

Annex II

Further details of Intercom’s technical and organizational security measures to protect Customer Data are available at:

Where applicable, this Schedule 2 will serve as Annex II to the Standard Contractual Clauses. The following table provides more information regarding the technical and organizational security measures set forth below.

Technical and Organizational Security Measure	Evidence of Technical and Organizational Security Measure
Measures of pseudonymisation and encryption of personal data	All data sent to or from Intercom is encrypted in transit using TLS 1.2. Customer Personal Data is encrypted at rest using 256-bit encryption, leveraging AWS’ encryption framework’s model C as described in https://d0.awsstatic.com/whitepapers/aws-securing-data-at-rest-with-encryption.pdf All Intercom datastores used to process Customer data are configured and patched using commercially reasonable methods according to industry-recognized system-hardening standards. See “Encryption” at https://trust.intercom.com.
Measures for ensuring ongoing confidentiality, integrity, availability and resilience of processing systems and services	Intercom has implemented a formal procedure for handling security events. When security events are detected, they are escalated to an emergency alias, relevant parties are paged, notified, and assembled to rapidly address the event. After a security event is contained and mitigated, relevant teams write up a post-mortem analysis, which is reviewed in person and distributed across the company and includes action items that will make the detection and prevention of a similar event easier in the future. All Customer Data is permanently stored in the USA and is backed up for disaster recovery. Intercom relies on Amazon Web Services (AWS), a reputable Infrastructure-As-A-Service provider. Intercom leverages their portfolio of globally redundant services to ensure Services run reliably. Intercom benefits from the ability to dynamically scale up, or completely re-provision its infrastructure resources on an as-needed basis, across multiple geographical areas, using the same vendor, tools, and APIs. Intercom’s infrastructure scales up and down on demand as part of day-to-day operations and does so in response to any changes in our customers’ needs. This includes not just compute resources, but storage and database resources, networking, security, and DNS. Every component in Intercom’s infrastructure is designed and built for high availability. Intercom’s data security, high availability, and built-in redundancy are designed to ensure application availability and protect information from accidental loss or destruction. Intercom’s Disaster Recovery plan incorporates geographic failover between its 3 U.S. data centers. Subscription Service restoration is within commercially reasonable efforts and is performed in conjunction with AWS’ ability to provide adequate infrastructure at the prevailing failover location. All of Intercom recovery and resilience mechanisms are tested regularly and processes are updated as required. Intercom operates a dedicated 24x7 on-call incident management function, ready to immediately respond to, and mitigate, any Customer impacting issues. This is supported by Intercom’s broader internal Availability program which is dedicated to ensuring Intercom maintains their system availability. Intercom has no direct reliance on specific office locations to sustain operations. All operational access to production resources can be exercised at any location on the Internet. Intercom leverages a range of best-of- breed technologies and other critical cloud tools to deliver uninterrupted remote work for all employees. All Customer Data deleted by Intercom is deleted from AWS datastores in accordance with the NIST Special Publication 800-88 Revision 1, Guidelines for Media Sanitation December 18, 2014 (available at http://nvlpubs.nist.gov/nistpubs/SpecialPublications/NIST.SP.800-88r1.pdf). With respect to Customer Data encrypted in compliance with this security policy, this deletion may be done by permanently and securely deleting all copies of the keys used for encryption. See "Back Ups and Monitoring" at https://trust.intercom.com.
Measures for ensuring the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident	See response for “Measures for ensuring ongoing confidentiality, integrity, availability and resilience of processing systems and services” above.
Processes for regularly testing, assessing, and evaluating the effectiveness of technical and organizational measures in order to ensure the security of the processing	Intercom regularly tests their security systems and processes to ensure they meet the requirements of this security policy and ensures that the physical and environmental security controls are audited for SOC 2 Type II compliance, among other certifications. Application Scans. Intercom performs periodic (but no less than once per month) application vulnerability scans. Vulnerabilities shall be remediated on a risk basis. Third party penetration tests. Intercom employs an independent third-party vendor to conduct periodic (but no less than once per year) penetration tests on their web properties. Bug bounty program. Intercom maintains a security bug bounty program, which gives independent security researchers a platform for testing and submitting vulnerability reports.
Measures for user identification and authorisation	Single Sign-On (SSO) Logical Access Controls. Intercom assigns a unique ID to each employee and leverages an Identity Provider to manage access to systems processing Customer Data. All access to systems processing Customer Data is protected by Multi Factor Authentication (MFA). Intercom restricts access to Customer Data to only those people with a “need-to-know” for a Permitted Purpose and following least privileges principles. Intercom regularly reviews at least every 180 days the list of people and systems with access to Customer Data and removes accounts upon termination of employment or a change in job status that results in employees no longer requiring access to Customer Data. Intercom mandates and ensures the use of system-enforced “strong passwords” in accordance with the best practices (described below) on all systems hosting, storing, processing, or that have or control access to Customer Data and will require that all passwords and access credentials are kept confidential and not shared among personnel. Password best practices implemented by Intercom’s Identity Provider. Passwords must meet the following criteria: a. contain at least 10 characters; b. must contain lowercase and uppercase letters, numbers, and a special character; c. cannot be part of a vendor provided list of common passwords. Intercom maintains and enforces “account lockout” by disabling accounts with access to Customer Data when an account exceeds more than ten (10) consecutive incorrect password attempts. Intercom does not operate any internal corporate network. All access to Intercom resources is protected by strong passwords and MFA. Intercom monitors their production systems and implements and maintains security controls and procedures designed to prevent, detect, and respond to identified threats and risks. Strict privacy controls exist in the application code that are designed to ensure data privacy and to prevent one customer from accessing another customer’s data (i.e., logical separation).
Measures for the protection of data during transmission	See “Measures of pseudonymisation and encryption of personal data” above. See “Infrastructure” at www.intercom.com/legal/security-policy.
Measures for the protection of data during storage	Intrusion Prevention. Intercom implements and maintains a working network firewall to protect data accessible via the Internet and will keep all Customer Data protected by the firewall at all times. Intercom keeps its systems and software up to date with the latest upgrades, updates, bug fixes, new versions, and other modifications necessary to ensure security of the Customer Data. Security Awareness Training. Intercom requires annual security and privacy training for all employees with access to Customer Data. Intercom uses anti-malware software and keeps the anti-malware software up to date. Customer instances are logically separated and attempts to access data outside allowed domain boundaries are prevented and logged. Endpoint security software System inputs recorded via log files Access Control Lists (ACL) Multi-factor Authentication (MFA) See “Back Ups and Monitoring” and “Permissions and Authentication” at https://trust.intercom.com.
Measures for ensuring physical security of locations at which personal data are processed	Physical Access Control. Intercom’s services and data are hosted in AWS’ facilities in the USA and protected by AWS in accordance with their security protocols. Access only to approved personnel. All personnel who need data center access must first apply for access and provide a valid business justification. These requests are granted based on the principle of least privilege and are time-bound. Requests are reviewed and approved by authorized personnel, and access is revoked after the requested time expires.
Measures for ensuring events logging	See “Measures for the protection of data during storage” above. See https://www.intercom.com/help/en/articles/4667982-review-actions-taken-in-your-workspace-with-teammate-activity-logs.
Measures for ensuring system configuration, including default configuration	Change and Configuration Management. Intercom uses continuous automation for application and operating systems deployment for new releases. Integration testing and unit testing are done upon every build with safeguards in place for availability and reliability. Intercom has a process for critical emergency fixes that can be deployed to Customers within minutes. As such Intercom can roll out security updates as required based on criticality. Access Control Policy and Procedures Change Management Procedures
Measures for internal IT and IT security governance and management	Information security management procedures in accordance with the ISO 27001 standards. Information-related business operations continue to be carried out in accordance with the ISO27001 standards. Information security policy Security Breach Response Plan Other written security policies include: (a) Business Continuity Policy; (b) Secure Software Development Policy; (c) Electronic Device Policy; (d) Data Classification Policy; (e) Network Security Policy; (f) IT Security Policy; (g) Physical Security Policy; (h) Access Control Policy.
Measures for certification/assurance of processes and products	See https://trust.intercom.com.
Measures for ensuring data minimisation	Data collection is limited to the purposes of processing (or the data that the Customer chooses to provide). Security measures are in place to provide only the minimum amount of access (least privilege) necessary to perform required functions. Upon termination or expiry of this Agreement, Intercom will (at Customer's election) delete or return to Customer all Customer Data (including copies) in its possession or control as soon as reasonably practicable and within a maximum period of 30 days of termination or expiry of the Agreement, save that this requirement will not apply to the extent that Intercom is required by applicable law to retain some or all of the Customer Data, or to Customer Data it has archived on back-up systems, which Customer Data Intercom will securely isolate and protect from any further processing, except to the extent required by applicable law. More information about how Intercom processes personal data is set forth in the Privacy Policy available at https://www.intercom.com/legal/privacy.
Measures for ensuring data quality	Intercom has a process that allows data subjects to exercise their privacy rights (including a right to amend and update their Personal Data), as described in Intercom’s Privacy Policy. See “Measures for ensuring ongoing confidentiality, integrity, availability and resilience of processing systems and services” above.
Measures for ensuring limited data retention	See “Measures for ensuring data minimization” above.
Measures for ensuring accountability	Intercom has implemented data protection policies Intercom follows a compliance by design approach Intercom maintains documentation of your processing activities Intercom has appointed a data protection officer Intercom adheres to relevant codes of conduct and signing up to certification schemes (see “Measures for certification/assurance of processes and products” above).
Measures for allowing data portability and ensuring erasure	Secure Disposal. Return or Deletion. Intercom will permanently and securely delete all live (online or network accessible) instances of the Customer Data within 90 days upon Customer’s in-app deletion request. Archival Copies. When required by law to retain archival copies of Customer Data for tax or similar regulatory purposes, this archived Customer Data is stored as a “cold” or offline (i.e., not available for immediate or interactive use) backup stored in a physically secure facility. Intercom has a process that allows data subjects to exercise their privacy rights (including a right to amend and update their Personal Data), as described in Intercom’s Privacy Policy.
Technical and organizational measures to be taken by the [sub]-processor to provide assistance to the controller and, for transfers from a processor to a [sub]-processor, to the Customer.	Vendor & Services Providers. Prior to engaging new third-party service providers or vendors who will have access to Intercom Data, Intercom conducts a risk assessment of vendors’ data security practices. Intercom will restrict the onward sub-processor’s access to Customer Data only to what is strictly necessary to provide the Services, and Intercom will prohibit the sub-processor from processing the Personal Data for any other purpose. Intercom imposes contractual data protection obligations, including appropriate technical and organizational measures to protect personal data, on any sub-processor it appoints that require such sub-processor to protect Customer Data to the standard required by Applicable Data Protection Legislation. Intercom will remain liable and accountable for any breach of this DPA that is caused by an act or omission of its sub-processors.

Schedule 3

LIST OF SUB-PROCESSORS

Annex III

In Clause 9 of the 2021 Standard Contractual Clauses, Option 2 will apply and the time period for prior notice of sub-processor changes will be as set forth in Section 7.ii (Current Sub-processors and Notification of Sub-processor Changes) of this DPA.

Customer agrees that (a) Intercom may engage Intercom and Sub-processors as listed at https://www.intercom.com/legal/security-third-parties - (the "Sub-processor Page").

Intercom may, by giving reasonable notice to the Customer, add or make changes to the Sub-processor Page. Intercom will notify Customer if it intends to add or replace Sub-processors from the Sub-Processor Page at least 10 days prior to any such changes. In order to receive such notification, Customers can follow link http://privacy.intercom.com/third-party-subscribe to join Intercom’s distribution list. If Customer objects to the appointment of an additional Sub-processor within thirty (30) calendar days of such notice on reasonable grounds relating to the protection of the Customer Personal Data, then Intercom will work in good faith with Customer to find an alternative solution. In the event that the parties are unable to find such a solution, Customer may terminate the Agreement at no additional cost.

Schedule 4

UK Addendum to the EU Commission Standard Contractual Clauses

Date of this Addendum: This Addendum is effective from the same date as the DPA.
Background: The Information Commissioner considers this Addendum to provide appropriate safeguards for the purposes of transfers of personal data to a third country or an international organisation in reliance on Articles 46 of the UK GDPR and, with respect to data transfers from controllers to processors and/or processors to processors.
Interpretation of this Schedule 4. Where this Addendum uses terms that are defined in the Annex those terms shall have the same meaning as in the Annex. In addition, the following terms have the following meanings:

This Addendum	This Addendum to the Clauses
The Annex	The Standard Contractual Clauses set out in the Annex of Commission Implementing Decision (EU) 2021/914 of 4 June 2021.
UK Data Protection Laws	All laws relating to data protection, the processing of personal data, privacy and/or electronic communications in force from time to time in the UK, including the UK GDPR and the Data Protection Act 2018.
UK GDPR	The United Kingdom General Data Protection Regulation, as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018.
UK	The United Kingdom of Great Britain and Northern Ireland.

This Addendum shall be read and interpreted in the light of the provisions of UK Data Protection Laws, and so that it fulfils the intention for it to provide the appropriate safeguards as required by Article 46 GDPR.
This Addendum shall not be interpreted in a way that conflicts with rights and obligations provided for in UK Data Protection Laws.
Any references to legislation (or specific provisions of legislation) means that legislation (or specific provision) as it may change over time. This includes where that legislation (or specific provision) has been consolidated, re-enacted and/or replaced after this Addendum has been entered into.
Hierarchy: In the event of a conflict or inconsistency between this Addendum and the provisions of the Clauses or other related agreements between the Parties, existing at the time this Addendum is agreed or entered into thereafter, the provisions which provide the most protection to data subjects shall prevail.
Incorporation of the Clauses: This Addendum incorporates the Clauses which are deemed to be amended to the extent necessary so they operate:

a.for transfers made by the data exporter to the data importer, to the extent that UK Data Protection Laws apply to the data exporter’s processing when making that transfer; and

b.to provide appropriate safeguards for the transfers in accordance with Articles 46 of the UK GDPR Laws.

The amendments required by Section 7 above, include (without limitation):

a.References to the “Clauses” means this Addendum as it incorporates the Clauses.

b.Clause 6 Description of the transfer(s) is replaced with:

“The details of the transfers(s) and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred) are those specified in Annex I.B where UK Data Protection Laws apply to the data exporter’s processing when making that transfer”.

c.References to “Regulation (EU) 2016/679” or “that Regulation” are replaced by “UK Data Protection Laws” and references to specific Article(s) of “Regulation (EU) 2016/679” are replaced with the equivalent Article or Section of UK Data Protection Laws.

d.References to Regulation (EU) 2018/1725 are removed.

e.References to the “Union”, “EU” and “EU Member State” are all replaced with the “UK”.

f.Clause 13(a) and Part C of Annex II are not used; the “competent supervisory authority” is the Information Commissioner.

g.Clause 17 is replaced to state “These Clauses are governed by the laws of England and Wales”.

h.Clause 18 is replaced to state:

“Any dispute arising from these Clauses shall be resolved by the courts of England and Wales. A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of any country in the UK. The Parties agree to submit themselves to the jurisdiction of such courts.”

i.The footnotes to the Clauses do not form part of the Addendum.

Amendments to this Addendum

a.The Parties may agree to change Clause 17 and/or 18 to refer to the laws and/or courts of Scotland or Northern Ireland.

b.The Parties may amend this Addendum provided it maintains the appropriate safeguards required by Art 46 UK GDPR for the relevant transfer by incorporating the Clauses and making changes to them in accordance with Section 7 above.

Executing this Addendum

a.The Parties may enter into the Addendum (incorporating the Clauses) in any way that makes them legally binding on the Parties and allows data subjects to enforce their rights as set out in the Clauses. This includes (but is not limited to):

i.By attaching this Addendum as Schedule 4 to the Intercom DPA.

ii.By adding this Addendum to the Clauses and including in the following above the signatures in Annex 1A:

“By signing we agree to be bound by the UK Addendum to the EU Commission Standard Contractual Clauses dated:” and add the date (where all transfers are under the Addendum)

“By signing we also agree to be bound by the UK Addendum to the EU Commission Standard Contractual Clauses dated” and add the date (where there are transfers both under the Clauses and under the Addendum)

(or words to the same effect) and executing the Clauses; or

iii.By amending the Clauses in accordance with this Addendum and executing those amended Clauses.

Terms & Policies