Exhibit C - CCPA Service Provider Privacy Addendum

The parties wish to incorporate this Service Provider Privacy Addendum (“Privacy Addendum”) into the Agreement to comply with the requirements of Privacy Laws (as defined below), including but not limited to the CCPA.

DEFINITIONS

“Collects”, “Collected” or “Collecting” means buying, renting, gathering, obtaining, receiving, or accessing any Personal Information pertaining to a Consumer by any means, including receiving Personal Information from the Consumer, either actively or passively, or by observing the Consumer’s behaviour.

“Consumer” means a natural person.

“Consumer Request” means any requests from a Consumer with respect to his or her Personal Information that WorkFusion Collects from or on behalf of Customer, including but not limited to:

Requesting disclosure regarding (i) the categories of Personal Information that WorkFusion has Collected; (ii) the categories of sources from which the Personal Information is Collected; (iii) the business or commercial purpose for Collecting Personal Information; (iv) the categories of Third Parties with whom WorkFusion shares Personal Information; and (v) the specific pieces of Personal Information WorkFusion has Collected about the Consumer; 

Requesting the deletion of the Personal Information;

Requesting the categories of Personal Information Sold and the categories of Third Parties to whom the Personal Information was Sold;

Requesting the categories of Personal Information that WorkFusion has disclosed about the Consumer for a business purpose;

Requesting the WorkFusion not to sell the Personal Information.

“Privacy Laws” means all applicable federal, state, and local laws, rules, and regulations, as they may be amended from time to time, relating to the collection, storage, transmission, transfer, security, access, use, disclosure, or disposal of Personal Information, including but not limited to the CCPA.

“Sell”, “Selling”, “Sale”, or “Sold” means selling, renting, releasing, disclosing, disseminating, making available, transferring, or otherwise communicating orally, in writing, or by electronic or other means, a Consumer’s Personal Information to another Third Party for monetary or other valuable consideration, except in compliance with Section 4(b).

“Service Provider” means a sole proprietorship, partnership, limited liability company, corporation, association, or other legal entity that is organized or operated for the profit or financial benefit of its shareholders or other owners, that processes information on behalf of Customer and to which Customer discloses a Consumer’s Personal Information for the purpose of providing the Services specified in the Agreement.

“Third Party” shall mean any person or entity that is not Customer or WorkFusion.

PROCESSING OF PERSONAL INFORMATION

To the extent that WorkFusion Collects Personal Information in the course of providing the Services, WorkFusion is a Service Provider to Customer.

WorkFusion is prohibited from (i) Selling the Personal Information; (ii) retaining, using, or disclosing Personal Information for any purpose other than for the specific purpose of performing the Services in the Agreement; and (iii) retaining, using, or disclosing the Personal Information outside of the Agreement between Customer and WorkFusion.

By signing this Privacy Addendum, WorkFusion certifies that it understands and shall comply with the restrictions set forth in Section 2(b).

CONSUMER REQUESTS

WorkFusion shall promptly notify Customer if it receives any Consumer Request and shall forward the request to Customer. Upon Customer’s written request, WorkFusion shall provide Customer with all cooperation and assistance requested by Customer in relation to that Consumer Request to enable Customer to respond to that Consumer Request in compliance with applicable deadlines and information requirements.

For the avoidance of doubt, WorkFusion shall not directly respond to any Consumer Request unless expressly authorised to do so by Customer.

SUPPLIER’S USE OF THIRD PARTIES

WorkFusion shall not Sell Personal Information to another Third Party without Customer’s prior written authorization.

Before disclosing Personal Information to any Third Party, WorkFusion shall enter into a written contract with that Third Party that:

Prohibits the Third Party from (x) Selling the Personal Information; (y) retaining, using, or disclosing Personal Information for any purpose other than for the specific purpose of performing the Services in the Agreement; and (z) retaining, using, or disclosing the Personal Information outside of the contract between WorkFusion and the Third Party;

Includes a certification made by the Third Party receiving the Personal Information that it understands and will comply with the restrictions in Section 4(b)(i); and

Requires the Third Party to comply with the other terms of this Privacy Addendum and the Agreement.

WorkFusion shall remain fully liable to Customer for any failure of a Third Party to fulfil its obligations under the contract referenced in Section 4(b).

SECURITY. WorkFusion represents and warrants that its collection, access, use, storage, disposal, and disclosure of Personal Information does and will comply with Privacy Laws and the terms and conditions of the Agreement, inclusive of those related to information security requirements.

TERMINATION. Unless expressly stated otherwise in the Agreement, upon termination of the Agreement, WorkFusion shall, and shall procure that each Third Party, immediately cease to use any Personal Information and shall, at Customer’s option, return Personal Information to Customer or delete Personal Information and all copies and extracts of Personal Information unless required to retain a copy in accordance with any Applicable Law. Upon Customer’s request, WorkFusion shall certify that such return or destruction of Personal Information has been completed.

MISCELLANEOUS PROVISIONS

Capitalized terms used but not defined in this Privacy Addendum shall have the meaning given to them in the Agreement.

Sections 2(b), 4(a), and 5 of this Privacy Addendum shall survive the termination of the Agreement and this Privacy Addendum and continue in full force and effect.

Nothing is this Privacy Addendum shall relieve WorkFusion of its entire responsibility and liability under Privacy Laws.

Unless expressly stated otherwise in this Privacy Addendum, if there is any conflict or inconsistency between this Privacy Addendum and the Agreement, this Privacy Addendum will govern.

This Privacy Addendum may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving.

If any provision of this Privacy Addendum is declared invalid, unenforceable, or void by under Applicable Law, such provision shall be interpreted so as to best accomplish the intent of the parties within the limits of Applicable Law.