Timescale Data Processing Addendum for PopSQL

This Data Processing Addendum (including its Exhibits) (“Addendum”) is incorporated into and forms part of and is subject to the terms and conditions of the Terms of Service available at https://popsql.com/terms (the “Cloud Terms”) between Customer (as defined below) and Timescale, Inc. (“Timescale”). This Addendum will become legally binding upon the effective date of the Cloud Terms. This Addendum reflects the parties’ commitment to abide Protection Laws (as defined below) concerning the Processing of Customer Personal Data. If and to the extent language in this Addendum or any of its Exhibits conflicts with the Cloud Terms, this Addendum shall control.

1. Definitions

For the purposes of this Addendum, the following terms and those defined within the body of this Addendum apply. All capitalized terms that are not expressly defined in this Addendum will have the meanings given to them in the Cloud Terms.

"Customer", "you", "your" means the individual or organization, including its affiliates, that agrees to the Cloud Terms.

“Customer Personal Data” means all Personal Data that is uploaded by Customer to the Services and Processed by Timescale on behalf of Customer.

“Data Protection Laws” means all applicable data privacy, data protection, and cybersecurity laws, rules and regulations to which the Customer Personal Data are subject. “Data Protection Laws” may include, but is not limited to, the California Consumer Privacy Act of 2018, as amended (“CCPA”); the EU General Data Protection Regulation 2016/679 (“GDPR”) and its respective national implementing legislations; the Swiss Federal Act on Data Protection; the United Kingdom General Data Protection Regulation; and the United Kingdom Data Protection Act 2018 (in each case, as amended, adopted, or superseded from time to time).

“Personal Data” has the meaning assigned to the term “personal data” or “personal information” under applicable Data Protection Laws.

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

“Security Incident(s)” means the breach of security leading to the unauthorized or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Personal Data attributable to Timescale.

“Subprocessor(s)” means Timescale’s authorized vendors and third-party service providers that Process Customer Personal Data.

2. Processing Terms For Customer Personal Data

1. Documented Instructions. Timescale shall Process Customer Personal Data to provide the Timescale Services in accordance with the Cloud Terms, this Addendum, and any instructions mutually agreed upon by authorized employees of the parties in writing. Timescale will, unless legally prohibited from doing so, inform Customer in writing if it reasonably believes that there is a conflict between Customer’s instructions and applicable law or otherwise seeks to Process Customer Personal Data in a manner that is inconsistent with Customer’s instructions.

2. Authorization to Use Subprocessors. To the extent necessary to fulfill Timescale’s contractual obligations under the Cloud Terms, Customer hereby authorizes Timescale to engage Subprocessors. A list of our Subprocessors is attached hereto as Annex 1, and we will provide you reasonable notice at least 7 days before the addition of or replacement of any Subprocessor.

3. Timescale and Subprocessor Compliance. Timescale agrees to (i) enter into a written agreement with Subprocessors regarding such Subprocessors’ Processing of Customer Personal Data that imposes on such Subprocessors data protection requirements for Customer Personal Data that are consistent with this Addendum; and (ii) remain responsible to Customer for Timescale’s Subprocessors’ failure to perform their obligations with respect to the Processing of Customer Personal Data.

4. Confidentiality. Any person authorized to Process Customer Personal Data must contractually agree to maintain the confidentiality of such information or be under an appropriate statutory obligation of confidentiality.

5. Personal Data Inquiries and Requests. Where required by Data Protection Laws, Timescale agrees to provide reasonable assistance and comply with reasonable instructions from Customer related to any requests from individuals exercising their rights in Customer Personal Data granted to them under Data Protection Laws.

6. Sale of Customer Personal Data Prohibited. Timescale shall not sell Customer Personal Data as the terms “sell” and “share” are defined by the CCPA. Timescale further agrees that it shall:

   1. not access, retain, use, or disclose Personal Data for any purpose other than as needed to provide the services pursuant to the Cloud Terms or as otherwise permitted by applicable data protection laws;
   2. not access, retain, use, or disclose Personal Data for a commercial purpose other than as needed to provide the services pursuant to the Cloud Terms;
   3. not access, retain, use, or disclose Personal Data outside of the direct business relationship between Timescale and Customer other than as needed to provide the services pursuant to the Cloud Terms;
   4. permit Customer the right, upon notice, to take reasonable and appropriate steps to stop and remediate any unauthorized use of Personal Data by Timescale; except as may be necessary in connection with the provision of the services, not co-mingle or combine Customer Personal Information with the data of any third party; and
   5. not attempt to identify or re-identify any data subject other than as strictly required to provide services for Customer

7. Data Protection Impact Assessment and Prior Consultation. Where required by Data Protection Laws, Timescale agrees to provide reasonable assistance at Customer’s expense to Customer where, in Customer’s reasonable judgement, the type of Processing performed by Timescale requires a data protection impact assessment and/or prior consultation with the relevant data protection authorities.

8. Demonstrable Compliance. Timescale agrees to provide information reasonably necessary to demonstrate compliance with this Addendum upon Customer’s reasonable request.

9. Aggregation and De-Identification. Timescale may: (i) compile aggregated and/or de-identified information in connection with providing the Timescale Services provided that such information cannot reasonably be used to identify Customer or any data subject to whom Customer Personal Data relates (“Aggregated and/or De-Identified Data”); and (ii) use Aggregated and/or De-Identified Data for its lawful business purposes.

3. Information Security Program

1. Security Measures. Timescale shall use commercially reasonable efforts to implement and maintain reasonable administrative, technical, and physical safeguards designed to protect Customer Personal Data.

4. Security Incidents

1. Notice. Upon becoming aware of a Security Incident, Timescale agrees to provide you with written notice without undue delay and within the time frame required under Data Protection Laws.

5. Cross-Border Transfers Of Customer Personal Data

1. Cross-Border Transfers of Personal Data. Customer authorizes Timescale and its Subprocessors to transfer Customer’s Personal Data, across international borders, including from the European Economic Area, Switzerland, and/or the United Kingdom to the United States.

2. EEA, Swiss, and UK Standard Contractual Clauses. If Customer Personal Data originating in the European Economic Area (“EEA”), Switzerland, and/or the United Kingdom is transferred by Customer to Timescale in a country that has not been found to provide an adequate level of protection under applicable Data Protection Laws, the parties agree that the transfer shall be governed by the UK: International Data Transfer Addendum to the Current EU Standard Contractual Clauses, version B1.0 (if attached to EU SCCs), https://ico.org.uk/for-organisations/guide-to-data-protection/guide-to-the-general-data-protection-regulation-gdpr/international-data-transfer-agreement-and-guidance/ (“UK Addendum”), or the Current EU Standard Contractual Clauses, as applicable, located athttps://www.timescale.com/legal/timescale-cloud-standard-contractual-clauses. For purposes of this Addendum, the “Current EU Standard Contractual Clauses” mean the Standard Contractual Clauses approved by the European Commission in decision 2021/914. For transfers of Customer Personal Data outside of the UK, the International Data Transfer Addendum to the Current EU Standard Contractual Clauses, version B1.0 as set forth above will apply. For transfers of Customer Personal Data outside of the EEA or Switzerland, the Current EU Standard Contractual Clauses will apply. When Customer is acting as a controller under the Current EU Standard Contractual Clauses, the Controller-to-Processor Clauses will apply to a data transfer. When Customer is acting as a processor under the Current EU Standard Contractual Clauses, the Processor-to-Processor Clauses will apply to a Data Transfer. The Current EU Standard Contractual Clauses and the UK International Data Transfer Addendum to the EU Standard Contractual Clauses, version B.10 will form an integral part of this Addendum.

6. Audits

Where Data Protection Laws afford Customer an audit right, Customer (or its appointed representative) may, at Customer’s expense, carry out an audit of Timescale’s policies, procedures, and records relevant to the Processing of Customer Personal Data. Any audit must be: (i) conducted during Timescale’s regular business hours; (ii) with reasonable advance notice to Timescale; (iii) carried out in a manner that prevents unnecessary disruption to Timescale’s operations; and (iv) subject to reasonable confidentiality procedures. In addition, any audit shall be limited to once per year, unless an audit is carried out at the direction of a government authority having proper jurisdiction.

7. Customer Personal Data Deletion

At the expiration or termination of the Cloud Terms, Timescale will, at Customer’s option and at Timescale’s then-current rate, delete or return all Customer Personal Data (excluding any back-up or archival copies which shall be deleted in accordance with Timescale’s data retention schedule), except where Timescale is required to retain copies under applicable laws, in which case Timescale will isolate and protect that Customer Personal Data from any further Processing except to the extent required by applicable laws.

8. Customer’s Obligations

Customer represents and warrants that it has (i) it has complied and will comply with Data Protection Laws; (ii) it has provided data subjects whose Customer Personal Data will be Processed in connection with the Agreement with a privacy notice or similar document that clearly and accurately describes Customer’s practices with respect to the Processing of Customer Personal Data; (iii) it has obtained and will obtain and continue to have, during the term, all necessary rights, lawful bases, authorizations, consents, and licenses for the Processing of Customer Personal Data as contemplated by this Addendum and the Cloud Terms; and (iv) Timescale’s Processing of Customer Personal Data in accordance with this Addendum and the Agreement will not violate Data Protection Laws or cause a breach of any agreement or obligations between Customer and any third party.

9. Processing Details

1. Subject Matter. The subject matter of the Processing is the Timescale Services pursuant to the Cloud Terms.

2. Duration. The Processing will continue until the expiration or termination of the Cloud Terms.

3. Categories of Data Subjects. Data subjects whose Customer Personal Data will be Processed pursuant to the Cloud Terms.

4. Nature and Purpose of the Processing. The purpose of the Processing of Customer Personal Data by Timescale is the performance of the Timescale Services.

5. Types of Customer Personal Data. Customer Personal Data that is Processed pursuant to the Cloud Terms.

Annex 1 - Subprocessors

Timescale uses certain Subprocessors in connection with its provision of the PopSQL Editor. Subprocessors are Timescale’s authorized vendors and third-party service providers that Process Customer Personal Data.

For the duration of the parties’ commercial relationship governed by the Terms of Service and related legal agreements, Customer agrees that Timescale may process certain personal data concerning its Customer, its current, past and future employees, contractors and end users of its products and services in connection with standard processing activities for the purposes of providing its Services under the Terms of Service.

Subprocessors engaged by Timescale may include the following:

Effective June 3, 2024