This Data Processing Addendum (“DPA”) forms part of the Customer Terms of Service Agreement or other written or electronic agreement between Horizon Labs B.V. and Customer for the purchase of online services (including associated Pulsitive offline or mobile components) from Pulsitive (identified either as “Services” or otherwise in the applicable agreement, and hereinafter defined as “Services”) (the “Agreement”) to reflect the parties’ agreement with regard to the Processing of Personal Data.

Customer enters into this DPA on behalf of itself and, to the extent required under applicable Data Protection Laws and Regulations, in the name and on behalf of its Authorized Affiliates, if and to the extent Pulsitive processes Personal Data for which such Authorized Affiliates qualify as the Controller. For the purposes of this DPA only, and except where indicated otherwise, the term "Customer" shall include Customer and Authorized Affiliates. All capitalized terms not defined herein shall have the meaning set forth in the Agreement.

In the course of providing the Services to Customer pursuant to the Agreement, Pulsitive may Process Personal Data on behalf of Customer and the Parties agree to comply with the following provisions with respect to any Personal Data, each acting reasonably and in good faith.

How to execute this DPA

This DPA is executed by signing the digital order form to which the DPA is attached.

How this DPA applies

If the Customer entity signing this DPA is a party to the Agreement, this DPA is an addendum to and forms part of the Agreement. In such case, the Pulsitive entity that is party to the Agreement is party to this DPA.

If the Customer entity signing this DPA has executed an Order Form with Pulsitive or its Affiliate pursuant to the Agreement, but is not itself a party to the Agreement, this DPA is an addendum to that Order Form and applicable renewal Order Forms, and the Pulsitive entity that is party to such Order Form is party to this DPA.

If the Customer entity signing this DPA is neither a party to an Order Form nor the Agreement, this DPA is not valid and is not legally binding. Such entity should request that the Customer entity who is a party to the Agreement executes this DPA.

If the Customer entity signing the DPA is not a party to an Order Form nor a Master Subscription Agreement directly with Pulsitive but is instead a customer indirectly via an authorized reseller of Pulsitive services, this DPA is not valid and is not legally binding. Such entity should contact the authorized reseller to discuss whether any amendment to its agreement with that reseller may be required.

This DPA shall not replace any comparable or additional rights relating to Processing of Customer Data contained in Customer’s Agreement (including any existing data processing addendum to the Agreement).

Data Processing Terms

3.1 DEFINITIONS

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

“Authorized Affiliate” means any of Customer's Affiliate(s) which (a) is subject to the data protection laws and regulations of the European Union, the European Economic Area and/or their member states, Switzerland and/or the United Kingdom, and (b) is permitted to use the Services pursuant to the Agreement between Customer and Pulsitive, but has not signed its own Order Form with Pulsitive and is not a "Customer" as defined under the Agreement.

“Controller” means the entity which determines the purposes and means of the Processing of Personal Data. “Customer Data” means what is defined in the Agreement as “Customer Data” or “Your Data.”

“Data Protection Laws and Regulations” means all laws and regulations, including laws and regulations of the European Union, the European Economic Area and their member states, Switzerland and the United Kingdom, applicable to the Processing of Personal Data under the Agreement. “Data Subject” means the identified or identifiable person to whom Personal Data relates.

“GDPR” means 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).

“Personal Data” means any information relating to (i) an identified or identifiable natural person and, (ii) an identified or identifiable legal entity (where such information is protected similarly as personal data or personally identifiable information under applicable Data Protection Laws and Regulations), where for each (i) or (ii), such data is Customer Data.

“Processing” means any operation or set of operations which is performed upon Personal Data, whether or not by automatic 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. “Processor” means the entity which Processes Personal Data on behalf of the Controller. “Pulsitive” means the Pulsitive entity which is a party to this DPA;

“Pulsitive Group” means Pulsitive and any of its Affiliates engaged in the Processing of Personal Data.

“Sub-processor” means any Processor engaged by Pulsitive or a member of the Pulsitive Group. “Supervisory Authority” means an independent public authority which is established by an EU Member State pursuant to the GDPR.

Processing of Personal Data

4.1 Roles of the Parties

The parties acknowledge and agree that with regard to the Processing of Personal Data, Customer is the Controller, Pulsitive is the Processor and that Pulsitive or members of the Pulsitive Group will engage Sub-processors pursuant to the requirements set forth in Section 7 “Sub-processors” below.

4.2 Customer’s Processing of Personal Data

Customer shall, in its use of the Services, Process Personal Data in accordance with the requirements of Data Protection Laws and Regulations. For the avoidance of doubt, Customer’s instructions for the Processing of Personal Data shall comply with Data Protection Laws and Regulations. Customer shall have sole responsibility for the accuracy, quality, and legality of Personal Data and the means by which Customer acquired Personal Data.

4.3 Pulsitive’s Processing of Personal Data

Pulsitive shall treat Personal Data as Confidential Information and shall only Process Personal Data on behalf of and in accordance with Customer’s documented instructions for the following purposes: (i) Processing in accordance with the Agreement and applicable Order Form(s); (ii) Processing initiated by Users in their use of the Services; and (iii) Processing to comply with other documented reasonable instructions provided by Customer (e.g., via email) where such instructions are consistent with the terms of the Agreement.

4.4 Details of the Processing

The subject-matter of Processing of Personal Data by Pulsitive is the performance of the Services pursuant to the Agreement. The duration of the Processing, the nature and purpose of the Processing, the types of Personal Data and categories of Data Subjects Processed under this DPA are further specified in Addendum 1 (Details of the Processing) to this DPA.

Rights of data subjects

5.1 Data Subject Request

Pulsitive shall, to the extent legally permitted, promptly notify Customer if Pulsitive receives a request from a Data Subject to exercise the Data Subject's right of access, right to rectification, restriction of Processing, erasure (“right to be forgotten”), data portability, object to the Processing, or its right not to be subject to an automated individual decision making (“Data Subject Request”). Taking into account the nature of the Processing, Pulsitive shall assist Customer by appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of Customer’s obligation to respond to a Data Subject Request under Data Protection Laws and Regulations. In addition, to the extent Customer, in its use of the Services, does not have the ability to address a Data Subject Request, Pulsitive shall upon Customer’s request provide commercially reasonable efforts to assist Customer in responding to such Data Subject Request, to the extent Pulsitive is legally permitted to do so and the response to such Data Subject Request is required under Data Protection Laws and Regulations. To the extent legally permitted, Customer shall be responsible for any costs arising from Pulsitive’s provision of such assistance.

Pulsitive Personnel

6.1 Confidentiality

Pulsitive Group shall ensure that its personnel engaged in the Processing of Personal Data are informed of the confidential nature of the Personal Data, have received appropriate training on their responsibilities and have executed written confidentiality agreements. Pulsitive Group shall ensure that such confidentiality obligations survive the termination of the personnel engagement.

6.2 Reliability

Pulsitive Group shall take commercially reasonable steps to ensure the reliability of any Pulsitive Group personnel engaged in the Processing of Personal Data.

6.3 Limitation of Access

Pulsitive Group shall ensure that Pulsitive Group’s access to Personal Data is limited to those personnel performing Services in accordance with the Agreement.

Sub-processors

7.1 Appointment of Sub-processors

Customer acknowledges and agrees that (a) Pulsitive Group’s Affiliates may be retained as Sub-processors; and (b) Pulsitive Group and Pulsitive Group’s Affiliates respectively may engage third-party Subprocessors in connection with the provision of the Services. Pulsitive Group or a Pulsitive Group Affiliate has entered into a written agreement with each Sub-processor containing data protection obligations not less protective than those in this Agreement with respect to the protection of Customer Data to the extent applicable to the nature of the Services provided by such Sub-processor.

7.2 List of Current Sub-processors and Notification of New Sub-processors

Pulsitive shall make available to Customer the current list of Sub-processors for the Services upon request. Such Sub-processor lists shall include the identities of those Sub-processors and their country of location (“Sub-processor Lists”). Customer may mail [email protected] to subscribe to notifications of new Sub-processors for each applicable Service, to which Customer shall subscribe, and if Customer subscribes, Pulsitive shall provide notification of a new Sub-processor(s) before authorizing any new Sub-processor(s) to Process Personal Data in connection with the provision of the applicable Services.

7.3 Objection Right for New Sub-processors.

Customer may object to Pulsitive’s use of a new Sub-processor by notifying Pulsitive promptly in writing within ten (10) business days after receipt of Pulsitive’s notice in accordance with the mechanism set out in Section 7.2. In the event Customer objects to a new Sub -processor, as permitted in the preceding sentence, Pulsitive will use reasonable efforts to make available to Customer a change in the Services or recommend a commercially reasonable change to Customer’s configuration or use of the Services to avoid Processing of Personal Data by the objected-to new Sub-processor without unreasonably burdening the Customer. If Pulsitive is unable to make available such change within a reasonable period of time, which shall not exceed thirty (30) days, Customer may terminate the applicable Order Form(s) with respect only to those Services which cannot be provided by Pulsitive without the use of the objected-to new Sub-processor by providing written notice to Pulsitive. Pulsitive will refund Customer any prepaid fees covering the remainder of the term of such Order Form(s) following the effective date of termination with respect to such terminated Services, without imposing a penalty for such termination on Customer.

7.4 Liability.

Pulsitive shall be liable for the acts and omissions of its Sub-processors to the same extent Pulsitive would be liable if performing the services of each Sub-processor directly under the terms of this DPA, except as otherwise set forth in the Agreement.

Security

8.1 Controls for the Protection of Customer Data

The Pulsitive platform is hosted at Digital Ocean. Digital Ocean maintains appropriate technical and organizational measures in accordance with ISO 27001 certification requirements for the security, (including protection against unauthorized or unlawful Processing and against accidental or unlawful destruction, loss or alteration or damage, unauthorized disclosure of, or access to, Customer Data), confidentiality and integrity of Customer Data. Digital Ocean upholds and regularly monitors compliance with these ISO 27001 certification requirements in order to retain said certification. Pulsitive commits to not materially decreasing the overall security of the Services during a subscription term.

Security Audits and compliance

Digital Oceans security, operations and compliance are regularly audited by an independent third party auditor.

The Customer may contact Pulsitive to request an on-site audit of the architecture, systems and procedures relevant to the protection of Personal Data at locations where Personal Data is stored.

Customer shall reimburse Pulsitive for any time expended by the Pulsitive Group or its third-party Sub-processors for any such on-site audit at the Pulsitive Group’s then-current professional services rates, which shall be made available to Customer upon request. Before the commencement of any such on-site audit, Customer and Pulsitive shall mutually agree upon the scope, timing, and duration of the audit in addition to the reimbursement rate for which Customer shall be responsible. All reimbursement rates shall be reasonable, taking into account the resources expended by the Pulsitive Group, or its third-party Sub-processors. Customer shall promptly notify Pulsitive with information regarding any non-compliance discovered during the course of an audit.

Customer Data Incident Management and Notification

Pulsitive shall notify Customer within 24 hours after becoming aware of the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Data, including Personal Data, transmitted, stored or otherwise Processed by Pulsitive or its Sub-processors of which Pulsitive becomes aware (a “Customer Data Incident”). Pulsitive shall make reasonable efforts to identify the cause of such Customer Data Incident and take those steps as Pulsitive deems necessary and reasonable in order to remediate the cause of such a Customer Data Incident to the extent the remediation is within Pulsitive’s reasonable control. The obligations herein shall not apply to incidents that are caused by Customer or Customer’s Users.

Return and Deletion of Customer Data

Pulsitive shall anonymize or delete all Customer Data within 30 days after the closure of said Customer account. If the customer requests the return of its data before the closure of its account Pulsitive shall provide the Customer with a means of downloading all Customer owned data within 30 days.

Authorized Affiliates

12.1 Contractual Relationship

The parties acknowledge and agree that, by executing the Agreement, the Customer enters into the DPA on behalf of itself and, as applicable, in the name and on behalf of its Authorized Affiliates, thereby establishing a separate DPA between Pulsitive and each such Authorized Affiliate subject to the provisions of the Agreement and this Section 9 and Section 10. Each Authorized Affiliate agrees to be bound by the obligations under this DPA and, to the extent applicable, the Agreement. For the avoidance of doubt, an Authorized Affiliate is not and does not become a party to the Agreement and is only a party to the DPA. All access to and use of the Services and Content by Authorized Affiliates must comply with the terms and conditions of the Agreement and any violation of the terms and conditions of the Agreement by an Authorized Affiliate shall be deemed a violation by Customer.

12.2 Communication

The Customer that is the contracting party to the Agreement shall remain responsible for coordinating all communication with Pulsitive under this DPA and be entitled to make and receive any communication in relation to this DPA on behalf of its Authorized Affiliates.

12.3 Rights of Authorized Affiliates

Where an Authorized Affiliate becomes a party to the DPA with Pulsitive, it shall to the extent required under applicable Data Protection Laws and Regulations be entitled to exercise the rights and seek remedies under this DPA, subject to the following:

12.3.1.

Except where applicable Data Protection Laws and Regulations require the Authorized Affiliate to exercise a right or seek any remedy under this DPA against Pulsitive directly by itself, the parties agree that (i) solely the Customer that is the contracting party to the Agreement shall exercise any such right or seek any such remedy on behalf of the Authorized Affiliate, and (ii) the Customer that is the contracting party to the Agreement shall exercise any such rights under this DPA not separately for each Authorized Affiliate individually but in a combined manner for all of its Authorized Affiliates together (as set forth, for example, in Section 9.3.2, below).

12.3.2.

The parties agree that the Customer that is the contracting party to the Agreement shall, when it deems it necessary to carry out an on-site audit of the procedures relevant to the protection of Personal Data, take all reasonable measures to limit any impact on Pulsitive Group and its Sub-Processors by combining, to the extent reasonable possible, several audit requests carried out on behalf of different Authorized Affiliates in one single audit.

Limitation of Liability

Each party’s and all of its Affiliates’ liability, taken together in the aggregate, arising out of or related to this DPA, and all DPAs between Authorized Affiliates and Pulsitive, whether in contract, tort or under any other theory of liability, is subject to the ‘Limitation of Liability’ section of the Agreement, and any reference in such section to the liability of a party means the aggregate liability of that party and all of its Affiliates under the Agreement and all DPAs together.

For the avoidance of doubt, Pulsitive's and its Affiliates’ total liability for all claims from the Customer and all of its Authorized Affiliates arising out of or related to the Agreement and each DPA shall apply in the aggregate for all claims under both the Agreement and all DPAs established under this Agreement, including by Customer and all

Authorized Affiliates, and, in particular, shall not be understood to apply individually and severally to Customer and/or to any Authorized Affiliate that is a contractual party to any such DPA.

Also for the avoidance of doubt, each reference to the DPA in this DPA means this DPA including its Addendums and Appendices.

European Specific Provisions

14.1 GDPR

With effect from 25 May 2018, Pulsitive will Process Personal Data in accordance with the GDPR requirements directly applicable to Pulsitive's provision of its Services.

14.2 Data Protection Impact Assessment

With effect from 25 May 2018, upon Customer’s request, Pulsitive shall provide

Customer with reasonable cooperation and assistance needed to fulfil Customer’s obligation under the GDPR to carry out a data protection impact assessment related to Customer’s use of the Services, to the extent Customer does not otherwise have access to the relevant information, and to the extent such information is available to Pulsitive. Pulsitive shall provide reasonable assistance to Customer in the cooperation or prior consultation with the Supervisory Authority in the performance of its tasks relating to Section 14.2 of this DPA, to the extent required under the GDPR.

Legal Effect

This DPA shall only become legally binding between Customer and Pulsitive when the steps set out in the Section

“How to Execute this DPA” above have been fully completed.

Applicable Law and Jurisdiction

This Agreement shall be governed by the law of the Netherlands.

Any and all disputes arising from this agreement or in connection with the Agreements or further Agreements resulting therefrom shall be brought before the Court of Amsterdam.



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Addendum 1
Details of the Processing

Nature and Purpose of Processing

Pulsitive will Process Personal Data as necessary to invite users on behalf of the Customer enabling it to perform the Services pursuant to the Agreement, as further specified in the Documentation, and as further instructed by Customer in its use of the Services.

Duration of Processing

Subject to Section 8 of the DPA, Pulsitive will Process Personal Data for the duration of the Agreement, unless otherwise agreed upon in writing.

Categories of Data Subjects

Customer may submit Personal Data to the Services, the extent of which is determined and controlled by Customer in its sole discretion, and which may include, but is not limited to Personal Data relating to the following categories of data subjects:

• Employees of Customer that it wishes to invite to the Pulsitive platform
• External individuals that it wishes to invite to the Pulsitive platform
• Any audience member that is added to the Customer’s account

Type of Personal Data

Customer may submit Personal Data to the Services, the extent of which is determined and controlled by Customer in its sole discretion, and which may include, but is not limited to the following categories of Personal Data:

• First and last name
• Email
• Encrypted password