Data Processing Addendum

This Data Processing Agreement (“Agreement“) forms part of the Contract for Services (“Principal Agreement“) between (the “Company”) and Argonautic Labs (the “Data Processor”) (together as the “Parties”)

WHEREAS

(A) The Company acts as a Data Controller.

(B) The Company wishes to subcontract certain Services, which imply the processing of personal data, to the Data Processor.

(C) The Parties seek to implement a data processing agreement that complies with the requirements of the current legal framework in relation to data processing and with the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).

(D) The Parties wish to lay down their rights and obligations.

IT IS AGREED AS FOLLOWS:

1. Definitions and Interpretation

1.1 Unless otherwise defined herein, capitalized terms and expressions used in this Agreement shall have the following meaning:

1.1.1 “Agreement” means this Data Processing Agreement and all Schedules;

1.1.2 “Company Personal Data” means any Personal Data Processed by a Contracted Processor on behalf of Company pursuant to or in connection with the Principal Agreement;

1.1.3 “Contracted Processor” means a Subprocessor;

1.1.4 “Data Protection Laws” means EU Data Protection Laws and, to the extent applicable, the data protection or privacy laws of any other country;

1.1.5 “EEA” means the European Economic Area;

1.1.6 “EU Data Protection Laws” means EU Directive 95/46/EC, as transposed into domestic legislation of each Member State and as amended, replaced or superseded from time to time, including by the GDPR and laws implementing or supplementing the GDPR;

1.1.7 “GDPR” means EU General Data Protection Regulation 2016/679;

1.1.8 “Data Transfer” means:

1.1.8.1 a transfer of Company Personal Data from the Company to a Contracted Processor; or

1.1.8.2 an onward transfer of Company Personal Data from a Contracted Processor to a Subcontracted Processor, or between two establishments of a Contracted Processor, in each case, where such transfer would be prohibited by Data Protection Laws (or by the terms of data transfer agreements put in place to address the data transfer restrictions of Data Protection Laws);

1.1.9 “Services” means the survey services the Company provides.

1.1.10 “Subprocessor” means any person appointed by or on behalf of Processor to process Personal Data on behalf of the Company in connection with the Agreement.

1.2 The terms, “Commission”, “Controller”, “Data Subject”, “Member State”, “Personal Data”, “Personal Data Breach”, “Processing” and “Supervisory Authority” shall have the same meaning as in the GDPR, and their cognate terms shall be construed accordingly.

2. Processing of Company Personal Data

2.1 Processor shall:

2.1.1 comply with all applicable Data Protection Laws in the Processing of Company Personal Data; and

2.1.2 not Process Company Personal Data other than on the relevant Company’s documented instructions, and promptly inform the Company if, in its opinion, an instruction infringes Data Protection Laws.

2.2 The Company instructs Processor to process Company Personal Data.

2.3 The subject matter, duration, nature, and purpose of the Processing, as well as the categories of Personal Data and Data Subjects, are as follows: (i) subject matter: provision of survey services; (ii) duration: for the term of the Principal Agreement; (iii) nature and purpose: collection and analysis of survey responses and related engagement data; (iv) categories of Personal Data: contact information, online identifiers, order-related metadata, survey responses; (v) categories of Data Subjects: customers, website visitors, or other end users interacting with the Company’s surveys.

3. Processor Personnel

Processor shall take reasonable steps to ensure the reliability of any employee, agent or contractor of any Contracted Processor who may have access to the Company Personal Data, ensuring in each case that access is strictly limited to those individuals who need to know / access the relevant Company Personal Data, as strictly necessary for the purposes of the Principal Agreement, and to comply with Applicable Laws in the context of that individual’s duties to the Contracted Processor, ensuring that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality, which shall remain in force both during and after termination of their engagement.

4. Security

4.1 Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, Processor shall in relation to the Company Personal Data implement appropriate technical and organizational measures to ensure a level of security appropriate to that risk, including, as appropriate, the measures referred to in Article 32(1) of the GDPR.

4.2 In assessing the appropriate level of security, Processor shall take account in particular of the risks that are presented by Processing, in particular from a Personal Data Breach.

5. Technical and Organizational Measures

The Processor warrants and undertakes in respect of all the Personal Data that is Processes on behalf of the Controller that, at all times, it maintains and shall continue to maintain appropriate and sufficient technical and organizational security measures to protect such Personal Data or information against accidental or unlawful destruction or accidental loss, damage, alteration, unauthorized disclosure or access, in particular where the Processing involves the transmission of data over a network, and against all other unlawful forms of Processing.

Such measures shall include, as appropriate: encryption of Personal Data at rest and in transit; access control based on roles and least-privilege; secure logging and monitoring; regular backup and tested recovery procedures; separation of production, development, and test environments; and ensuring that third-party staff with access are contractually bound by equivalent security and confidentiality obligations.

The Processor shall provide the Controller, upon request, with adequate proof of compliance (e.g. the relevant parts of the Processor’s agreements with its data center provider).

For more detailed information on the latest state-of-the-art measures adopted by our hosting provider, please refer to the following link :https://aws.amazon.com/security/.

6. Subprocessing

6.1 Processor shall not appoint (or disclose any Company Personal Data to) any Subprocessor without prior notice. Processor shall maintain and make available to the Company an up-to-date list of all approved Subprocessors, including their functions and processing locations. Processor shall provide at least thirty (30) days’ prior notice of any intended new Subprocessor, during which the Company may reasonably object on data protection grounds. Processor shall ensure that the same data protection obligations as set out in this Agreement are imposed on each Subprocessor by written contract.

7. Data Subject Rights

7.1 Taking into account the nature of the Processing, Processor shall assist the Company by implementing appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Company obligations, as reasonably understood by Company, to respond to requests to exercise Data Subject rights under the Data Protection Laws.

7.2 Processor shall:

7.2.1 promptly notify Company if it receives a request from a Data Subject under any Data Protection Law in respect of Company Personal Data; and

7.2.2 ensure that it does not respond to that request except on the documented instructions of Company or as required by Applicable Laws to which the Processor is subject, in which case Processor shall to the extent permitted by Applicable Laws inform Company of that legal requirement before the Contracted Processor responds to the request.

8. Personal Data Breach

8.1 Processor shall notify Company without undue delay and in any case no later than forty-eight (48) hours after becoming aware of a Personal Data Breach affecting Company Personal Data, providing Company with sufficient information to allow the Company to meet any obligations to report or inform Data Subjects of the Personal Data Breach under the Data Protection Laws.

8.2 Processor shall co-operate with the Company and take reasonable commercial steps as are directed by Company to assist in the investigation, mitigation and remediation of each such Personal Data Breach.

9. Data Protection

9.1 Processor shall provide reasonable assistance to the Company in complying with its obligations under Articles 32 to 36 GDPR, including (i) implementing appropriate security measures, (ii) notifying personal data breaches, (iii) conducting data protection impact assessments, and (iv) consulting with supervisory authorities, in each case solely in relation to Processing of Company Personal Data and taking into account the nature of Processing and information available to the Processor.

10. Deletion or return of Company Personal Data

10.1 Subject to this section 9 Processor shall promptly and in any event within 10 business days of the date of cessation of any Services involving the Processing of Company Personal Data (the “Cessation Date”), delete or return, at the Company’s election, and procure the deletion of all copies of those Company Personal Data.

11. Audit rights

11.1 Subject to this section 10, Processor shall make available to the Company on reasonable request all information necessary to demonstrate compliance with this Agreement, and shall allow for and contribute to audits, including inspections, by the Company or an auditor mandated by the Company in relation to the Processing of the Company Personal Data by the Contracted Processors. Audits may occur no more than once per calendar year on at least sixty (60) days’ prior written notice, except that additional audits may be conducted following a Personal Data Breach or where otherwise required by law. Audits may include review of relevant documentation, policies, technical and organizational measures, and interviews with knowledgeable personnel, but shall not unreasonably interfere with Processor’s business operations.

11.2 Information and audit rights of the Company only arise under section 10.1 to the extent that the Agreement does not otherwise give them information and audit rights meeting the relevant requirements of Data Protection Law.

12. Data Transfer

12.1 The Processor may not transfer or authorize the transfer of Data to countries outside the EU and/or the European Economic Area (EEA) without the prior written consent of the Company. If personal data processed under this Agreement is transferred from a country within the European Economic Area to a country outside the European Economic Area, the Parties shall ensure that the personal data are adequately protected. To achieve this, the Parties shall, unless agreed otherwise, rely on EU approved standard contractual clauses for the transfer of personal data or other appropriate safeguards in accordance with Articles 46 to 49 of the GDPR (such as Binding Corporate Rules or adequacy decisions). Processor shall promptly notify the Company if it can no longer comply with an applicable transfer mechanism or safeguard, and the Parties shall work together in good faith to implement an alternative that ensures ongoing compliance with GDPR.

13. General Terms

13.1 Confidentiality. Each Party must keep this Agreement and information it receives about the other Party and its business in connection with this Agreement (“Confidential Information”) confidential and must not use or disclose that Confidential Information without the prior written consent of the other Party except to the extent that:

(a) disclosure is required by law;

(b) the relevant information is already in the public domain.

13.2 Notices.

All notices and communications given under this Agreement must be in writing and will be delivered personally, sent by post or sent by email to the address or email address set out in the heading of this Agreement at such other address as notified from time to time by the Parties changing address.

14. Governing Law and Jurisdiction

14.1 This Agreement is governed by the laws of New York State, provided that mandatory provisions of EU or Member State Data Protection Laws, including Article 82 GDPR on liability and compensation, shall prevail where applicable.

14.2 Any dispute arising in connection with this Agreement, which the Parties will not be able to resolve amicably, will be submitted to the exclusive jurisdiction of the courts of New York State.