Data Processing Agreement

This Data Processing Agreement ("DPA") supplements the Service Agreement, Terms of Service, or other written agreement between Customer and Brave River Inc. d/b/a CommerceShip ("CommerceShip"). The current list of Approved Subprocessors is available at www.commerceship.com/legal/subprocessors. CommerceShip's Security Policy is published at www.commerceship.com/security.

1. Processor and Subprocessor Relationships

1. CommerceShip as Processor. In situations where Customer is a Controller of the Customer Personal Data, CommerceShip will be deemed a Processor that is Processing Personal Data on behalf of Customer.

2. CommerceShip as Subprocessor. In situations where Customer is a Processor of the Customer Personal Data, CommerceShip will be deemed a Subprocessor of the Customer Personal Data.

2. Processing

1. Processing Details. Annex I(B) describes the subject matter, nature, purpose, and duration of this Processing, as well as the Categories of Personal Data collected and Categories of Data Subjects.

2. Processing Instructions. Customer instructs CommerceShip to Process Customer Personal Data: (a) to provide and maintain the Service; (b) as may be further specified through Customer's use of the Service; (c) as documented in the Agreement; and (d) as documented in any other written instructions given by Customer and acknowledged by CommerceShip about Processing Customer Personal Data under this DPA. CommerceShip will abide by these instructions unless prohibited from doing so by Applicable Laws. CommerceShip will immediately inform Customer if it is unable to follow the Processing instructions. Customer has given and will only give instructions that comply with Applicable Laws.

3. Processing by CommerceShip. CommerceShip will only Process Customer Personal Data in accordance with this DPA, including the details in Annex I. If CommerceShip updates the Service to update existing or include new products, features, or functionality, CommerceShip may change the Categories of Data Subjects, Categories of Personal Data, Special Category Data, Special Category Data Restrictions or Safeguards, Frequency of Transfer, Nature and Purpose of Processing, and Duration of Processing as needed to reflect the updates by notifying Customer of the updates and changes.

4. Customer Processing. Where Customer is a Processor and CommerceShip is a Subprocessor, Customer will comply with all Applicable Laws that apply to Customer's Processing of Customer Personal Data. Customer's agreement with its Controller will similarly require Customer to comply with all Applicable Laws that apply to Customer as a Processor. In addition, Customer will comply with the Subprocessor requirements in Customer's agreement with its Controller.

5. Consent to Processing. Customer has complied with and will continue to comply with all Applicable Data Protection Laws concerning its provision of Customer Personal Data to CommerceShip and/or the Service, including making all disclosures, obtaining all consents, providing adequate choice, and implementing relevant safeguards required under Applicable Data Protection Laws.

6. Subprocessors.

   a. CommerceShip will not provide, transfer, or hand over any Customer Personal Data to a Subprocessor unless Customer has approved the Subprocessor. The current list of Approved Subprocessors includes the identities of the Subprocessors, their country of location, and their anticipated Processing tasks. CommerceShip will inform Customer at least 10 business days in advance and in writing of any intended changes to the Approved Subprocessors whether by addition or replacement of a Subprocessor, which allows Customer to have enough time to object to the changes before CommerceShip begins using the new Subprocessor(s). CommerceShip will give Customer the information necessary to allow Customer to exercise its right to object to the change to Approved Subprocessors. Customer has 30 days after notice of a change to the Approved Subprocessors to object, otherwise Customer will be deemed to accept the changes. If Customer objects to the change within 30 days of notice, Customer and CommerceShip will cooperate in good faith to resolve Customer's objection or concern.

   b. When engaging a Subprocessor, CommerceShip will have a written agreement with the Subprocessor that ensures the Subprocessor only accesses and uses Customer Personal Data (i) to the extent required to perform the obligations subcontracted to it, and (ii) consistent with the terms of the Agreement.

   c. If the GDPR applies to the Processing of Customer Personal Data, (i) the data protection obligations described in this DPA (as referred to in Article 28(3) of the GDPR, if applicable) are also imposed on the Subprocessor, and (ii) CommerceShip's agreement with the Subprocessor will incorporate these obligations, including details about how CommerceShip and its Subprocessor will coordinate to respond to inquiries or requests about the Processing of Customer Personal Data. In addition, CommerceShip will share, at Customer's request, a copy of its agreements (including any amendments) with its Subprocessors. To the extent necessary to protect business secrets or other confidential information, including personal data, CommerceShip may redact the text of its agreement with its Subprocessor prior to sharing a copy.

   d. CommerceShip remains fully liable for all obligations subcontracted to its Subprocessors, including the acts and omissions of its Subprocessors in Processing Customer Personal Data. CommerceShip will notify Customer of any failure by its Subprocessors to fulfill a material obligation about Customer Personal Data under the agreement between CommerceShip and the Subprocessor.

7. CCPA Service Provider Status. To the extent the California Consumer Privacy Act, Cal. Civ. Code § 1798.100 et seq ("CCPA") applies, the parties acknowledge and agree that CommerceShip is a service provider and is receiving Personal Data from Customer to provide the Service as agreed in the Agreement, which constitutes a business purpose. CommerceShip will not sell any Personal Data provided by Customer under the Agreement. In addition, CommerceShip will not retain, use, or disclose any Personal Data provided by Customer under the Agreement except as necessary for providing the Service for Customer, as stated in the Agreement, or as permitted by Applicable Data Protection Laws. CommerceShip certifies that it understands the restrictions of this paragraph.

8. De-Identified and Aggregated Data. CommerceShip may Process Customer Personal Data to create De-Identified Data. CommerceShip will implement reasonable technical and organizational measures to prevent re-identification, will not attempt to re-identify De-Identified Data, and will require any recipient of De-Identified Data to agree to the same restrictions. De-Identified Data is not Customer Personal Data and is not subject to this DPA, and CommerceShip's creation and use of De-Identified Data is governed by the Agreement. CommerceShip may retain and use De-Identified Data after Customer Personal Data is deleted as described in Section 7 and after this DPA expires.

3. Restricted Transfers

1. Authorization. Customer agrees that CommerceShip may transfer Customer Personal Data outside the EEA, the United Kingdom, or other relevant geographic territory as necessary to provide the Service. If CommerceShip transfers Customer Personal Data to a territory for which the European Commission or other relevant supervisory authority has not issued an adequacy decision, CommerceShip will implement appropriate safeguards for the transfer of Customer Personal Data to that territory consistent with Applicable Data Protection Laws.

2. Ex-EEA Transfers. Customer and CommerceShip agree that if the GDPR protects the transfer of Customer Personal Data, the transfer is from Customer from within the EEA to CommerceShip outside of the EEA, and the transfer is not governed by an adequacy decision made by the European Commission, then by entering into this DPA, Customer and CommerceShip are deemed to have signed the EEA SCCs and their Annexes, which are incorporated by reference. Any such transfer is made pursuant to the EEA SCCs, which are completed as follows:

   a. Module Two (Controller to Processor) of the EEA SCCs apply when Customer is a Controller and CommerceShip is Processing Customer Personal Data for Customer as a Processor.

   b. Module Three (Processor to Sub-Processor) of the EEA SCCs apply when Customer is a Processor and CommerceShip is Processing Customer Personal Data on behalf of Customer as a Subprocessor.

   c. For each module, the following applies (when applicable):

   i. The optional docking clause in Clause 7 does not apply;

   ii. In Clause 9, Option 2 (general written authorization) applies, and the minimum time period for prior notice of Subprocessor changes is 10 business days;

   iii. In Clause 11, the optional language does not apply;

   iv. All square brackets in Clause 13 are removed;

   v. In Clause 17 (Option 1), the EEA SCCs will be governed by the laws of Governing Member State;

   vi. In Clause 18(b), disputes will be resolved in the courts of the Governing Member State; and

   vii. Annex I, Annex II, and Annex III of this DPA contain the information required in Annex I, Annex II, and Annex III of the EEA SCCs.

3. Ex-UK Transfers. Customer and CommerceShip agree that if the UK GDPR protects the transfer of Customer Personal Data, the transfer is from Customer from within the United Kingdom to CommerceShip outside of the United Kingdom, and the transfer is not governed by an adequacy decision made by the United Kingdom Secretary of State, then by entering into this DPA, Customer and CommerceShip are deemed to have signed the UK Addendum and their Annexes, which are incorporated by reference. Any such transfer is made pursuant to the UK Addendum, which is completed as follows:

   a. Section 3.2 of this DPA contains the information required in Table 2 of the UK Addendum.

   b. Table 4 of the UK Addendum is modified as follows: Neither party may end the UK Addendum as set out in Section 19 of the UK Addendum; to the extent ICO issues a revised Approved Addendum under Section 18 of the UK Addendum, the parties will work in good faith to revise this DPA accordingly.

   c. Annex I, Annex II, and Annex III of this DPA contain the information required by Annex 1A, Annex 1B, Annex II, and Annex III of the UK Addendum.

4. Other International Transfers. For Personal Data transfers where Swiss law (and not the law in any EEA member state or the United Kingdom) applies to the international nature of the transfer, references to the GDPR in Clause 4 of the EEA SCCs are, to the extent legally required, amended to refer to the Swiss Federal Data Protection Act or its successor instead, and the concept of supervisory authority will include the Swiss Federal Data Protection and Information Commissioner.

4. Security Incident Response

Upon becoming aware of any Security Incident, CommerceShip will: (a) notify Customer without undue delay when feasible, but no later than 72 hours after becoming aware of the Security Incident; (b) provide timely information about the Security Incident as it becomes known or as is reasonably requested by Customer; and (c) promptly take reasonable steps to contain and investigate the Security Incident. CommerceShip's notification of or response to a Security Incident as required by this DPA will not be construed as an acknowledgment by CommerceShip of any fault or liability for the Security Incident.

5. Audit & Reports

1. Audit Rights. CommerceShip will give Customer all information reasonably necessary to demonstrate its compliance with this DPA and CommerceShip will allow for and contribute to audits, including inspections by Customer, to assess CommerceShip's compliance with this DPA. However, CommerceShip may restrict access to data or information if Customer's access to the information would negatively impact CommerceShip's intellectual property rights, confidentiality obligations, or other obligations under Applicable Laws. Customer acknowledges and agrees that it will only exercise its audit rights under this DPA and any audit rights granted by Applicable Data Protection Laws by instructing CommerceShip to comply with the reporting and due diligence requirements below. CommerceShip will maintain records of its compliance with this DPA for 3 years after the DPA ends.

2. Security Reports. Customer acknowledges that CommerceShip maintains security measures consistent with the Security Policy and conducts internal reviews of those measures. Upon written request, CommerceShip will provide Customer, on a confidential basis, with reasonable information about its security program, including responses to security questionnaires, to allow Customer to verify CommerceShip's compliance with this DPA. If CommerceShip obtains third-party security certifications or assessments in the future, CommerceShip will make summary reports available to Customer upon request.

3. Security Due Diligence. In addition to the Report, CommerceShip will respond to reasonable requests for information made by Customer to confirm CommerceShip's compliance with this DPA, including responses to information security, due diligence, and audit questionnaires, or by giving additional information about its information security program. All such requests must be in writing and made to CommerceShip's security contact and may only be made once a year.

6. Coordination & Cooperation

1. Response to Inquiries. If CommerceShip receives any inquiry or request from anyone else about the Processing of Customer Personal Data, CommerceShip will notify Customer about the request and CommerceShip will not respond to the request without Customer's prior consent. Examples of these kinds of inquiries and requests include a judicial or administrative or regulatory agency order about Customer Personal Data where notifying Customer is not prohibited by Applicable Law, or a request from a data subject. If allowed by Applicable Law, CommerceShip will follow Customer's reasonable instructions about these requests, including providing status updates and other information reasonably requested by Customer. If a data subject makes a valid request under Applicable Data Protection Laws to delete or opt out of Customer's giving of Customer Personal Data to CommerceShip, CommerceShip will assist Customer in fulfilling the request according to the Applicable Data Protection Law. CommerceShip will cooperate with and provide reasonable assistance to Customer, at Customer's expense, in any legal response or other procedural action taken by Customer in response to a third-party request about CommerceShip's Processing of Customer Personal Data under this DPA.

2. DPIAs and DTIAs. If required by Applicable Data Protection Laws, CommerceShip will reasonably assist Customer in conducting any mandated data protection impact assessments or data transfer impact assessments and consultations with relevant data protection authorities, taking into consideration the nature of the Processing and Customer Personal Data.

7. Deletion of Customer Personal Data

1. Deletion by Customer. CommerceShip will enable Customer to delete Customer Personal Data in a manner consistent with the functionality of the Services. CommerceShip will comply with this instruction as soon as reasonably practicable except where further storage of Customer Personal Data is required by Applicable Law.

2. Deletion at DPA Expiration.

   a. After the DPA expires, CommerceShip will return or delete Customer Personal Data at Customer's instruction unless further storage of Customer Personal Data is required or authorized by Applicable Law. If return or destruction is impracticable or prohibited by Applicable Laws, CommerceShip will make reasonable efforts to prevent additional Processing of Customer Personal Data and will continue to protect the Customer Personal Data remaining in its possession, custody, or control. For example, Applicable Laws may require CommerceShip to continue hosting or Processing Customer Personal Data.

   b. If Customer and CommerceShip have entered the EEA SCCs or the UK Addendum as part of this DPA, CommerceShip will only give Customer the certification of deletion of Personal Data described in Clause 8.1(d) and Clause 8.5 of the EEA SCCs if Customer asks for one.

8. Limitation of Liability

1. Liability Caps and Damages Waiver. To the maximum extent permitted under Applicable Data Protection Laws, each party's total cumulative liability to the other party arising out of or related to this DPA will be subject to the waivers, exclusions, and limitations of liability stated in the Agreement.

2. Related-Party Claims. Any claims made against CommerceShip or its Affiliates arising out of or related to this DPA may only be brought by the Customer entity that is a party to the Agreement.

3. Exceptions. This DPA does not limit any liability to an individual about the individual's data protection rights under Applicable Data Protection Laws. In addition, this DPA does not limit any liability between the parties for violations of the EEA SCCs or UK Addendum.

9. Conflicts Between Documents

This DPA forms part of and supplements the Agreement. If there is any inconsistency between this DPA, the Agreement, or any of their parts, the part listed earlier will control over the part listed later for that inconsistency: (1) the EEA SCCs or the UK Addendum, (2) this DPA, and then (3) the Agreement.

10. Term of Agreement

This DPA is effective when Customer accepts the Agreement (or otherwise begins using the Services) and continues until the Agreement expires or is terminated. The parties' obligations under this DPA and under Applicable Data Protection Laws continue until Customer stops transferring Customer Personal Data to CommerceShip and CommerceShip stops processing Customer Personal Data.

Customers who require a separately executed (counter-signed) DPA may request a Cover Page that incorporates this DPA by reference by emailing privacy@commerceship.com. The Cover Page identifies the parties and the effective date; the substantive terms are those set out in this DPA.

11. Definitions

1. "Applicable Laws" means the laws, rules, regulations, court orders, and other binding requirements of a relevant government authority that apply to or govern a party.

2. "Applicable Data Protection Laws" means the Applicable Laws that govern how the Service may process or use an individual's personal information, personal data, personally identifiable information, or other similar term.

3. "Controller" will have the meaning(s) given in the Applicable Data Protection Laws for the company that determines the purpose and extent of Processing Personal Data.

4. "Customer Personal Data" means Personal Data that Customer uploads or provides to CommerceShip as part of the Service and that is governed by this DPA.

5. "De-Identified Data" means data derived from Customer Personal Data that is aggregated, anonymized, or de-identified so that it can no longer reasonably be used to identify, relate to, describe, or be linked with an individual or household.

6. "EEA SCCs" means the standard contractual clauses annexed to the European Commission's Implementing Decision 2021/914 of 4 June 2021 on 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 European Council.

7. "European Economic Area" or "EEA" means the member states of the European Union, Norway, Iceland, and Liechtenstein.

8. "GDPR" means European Union Regulation 2016/679 as implemented by local law in the relevant EEA member nation.

9. "Personal Data" will have the meaning(s) given in the Applicable Data Protection Laws for personal information, personal data, or other similar term.

10. "Processing" or "Process" will have the meaning(s) given in the Applicable Data Protection Laws for any use of, or performance of a computer operation on, Personal Data, including by automatic methods.

11. "Processor" will have the meaning(s) given in the Applicable Data Protection Laws for the company that Processes Personal Data on behalf of the Controller.

12. "Report" means audit reports prepared by another company according to the standards defined in the Security Policy on behalf of CommerceShip.

13. "Restricted Transfer" means (a) 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; and (b) where the UK GDPR applies, a transfer of personal data from the United Kingdom to any other country which is not subject to adequacy regulations adopted pursuant to Section 17A of the United Kingdom Data Protection Act 2018.

14. "Security Incident" means a Personal Data Breach as defined in Article 4 of the GDPR.

15. "Service" means the product and/or services described in the Agreement.

16. "Special Category Data" will have the meaning given in Article 9 of the GDPR.

17. "Subprocessor" will have the meaning(s) given in the Applicable Data Protection Laws for a company that, with the approval and acceptance of Controller, assists the Processor in Processing Personal Data on behalf of the Controller.

18. "UK GDPR" means European Union Regulation 2016/679 as implemented by section 3 of the United Kingdom's European Union (Withdrawal) Act of 2018 in the United Kingdom.

19. "UK Addendum" means the international data transfer addendum to the EEA SCCs issued by the Information Commissioner for Parties making Restricted Transfers under S119A(1) Data Protection Act 2018.

Annex I

A. List of Parties

a. Data Exporter: Customer is the data exporter and (depending on the use case) acts either as a Controller or as a Processor of Customer Personal Data. Customer's identity, address, and contact details are as set out in the Agreement between Customer and CommerceShip.

b. Data Importer: Brave River Inc. d/b/a CommerceShip ("CommerceShip") is the data importer and acts as a Processor (or, where Customer is a Processor, as a Subprocessor). Address: 1314 22nd Ave #22024, San Francisco, CA 94122. Contact person: Privacy Team, privacy@commerceship.com.

c. Activities relevant to the transfer: provision of the CommerceShip service as described in the Agreement.

B. Description of Transfer and Processing Activities

a. Service: the CommerceShip platform that helps Customer and its authorized users prepare, label, dispatch, track, and reconcile shipments through third-party carriers.

b. Categories of Data Subjects: Customer's end users or customers (the senders, recipients, or other individuals identified in shipments and orders Customer processes through the Service).

c. Categories of Personal Data: name; contact information (such as email address, phone number, or postal address); transactional information (such as account information, orders, and shipment records); and location information (such as origin and destination addresses).

d. Special Category Data: not knowingly processed. Customer agrees not to submit special-category data to the Service.

e. Frequency of Transfer: continuous, for the duration of the Agreement.

f. Nature and Purpose of Processing: CommerceShip Processes Customer Personal Data as instructed in Section 2.2 of this DPA in order to provide and maintain the Service. The nature of Processing includes receiving, holding, using, updating, protecting, sharing (including with carriers and other Approved Subprocessors), and erasing Customer Personal Data.

g. Duration of Processing: CommerceShip will Process Customer Personal Data for as long as required (i) to conduct the Processing activities instructed in Section 2.2(a)--(d) of this DPA; or (ii) by Applicable Laws.

C. Competent Supervisory Authority

a. The supervisory authority will be the supervisory authority of the data exporter, as determined in accordance with Clause 13 of the EEA SCCs or the relevant provision of the UK Addendum.

D. Governing Member State

a. For purposes of Clauses 17 and 18 of the EEA SCCs, the Governing Member State is the Republic of Ireland. For Restricted Transfers governed by the UK Addendum, the laws of England and Wales apply.

Annex II

Technical and Organizational Security Measures

CommerceShip maintains the technical and organizational security measures described in its Security Policy, published at www.commerceship.com/security. Those measures address: encryption of Customer Personal Data in transit and at rest; access controls and authentication; logging and monitoring; change management; secure development practices; vulnerability and patch management; backup and disaster recovery; subprocessor security obligations; and a documented incident response process.

CommerceShip reviews and updates these measures periodically and after material changes to the Service or CommerceShip's infrastructure. Customer may request additional information about CommerceShip's security programs described in Section 5.3 of this DPA.

Annex III

List of Sub-processors

CommerceShip maintains the current list of Approved Sub-processors, including their identities, country of location, and anticipated Processing tasks, at www.commerceship.com/legal/subprocessors. The list is updated in accordance with the notice and objection process set forth in Section 2.6 of this DPA. For purposes of Annex III of the EEA SCCs and the corresponding Annex of the UK Addendum, the list available at the above URL constitutes the list of Sub-processors authorized by Customer through Customer's acceptance of this DPA.