April 26, 2023

This Data Processing Agreement (“DPA”) is an addendum to the Master Service Agreement (“Agreement”) between GUIDEcx, Inc. (“GUIDEcx”) and Customer. This DPA includes and incorporates by reference the annexes and addenda referenced at the bottom of this document. All capitalized terms not defined in this DPA shall have the meanings set forth in the Agreement. Customer enters into this DPA on behalf of itself and, to the extent required under Data Protection Laws, in the name and on behalf of its Authorized Affiliates (defined below).

1. Definitions

2. Scope and Applicability of this DPA

3. Subprocessing

4. Security

5. Security Reports and Audits

6. International Transfers

7. Deletion or Return of Personal Data

8. Cooperation

9. Miscellaneous

The parties agree as follows:

1. Definitions

“Affiliate” means an entity that directly or indirectly Controls, is Controlled by or is under common Control with an entity.

“Authorized Affiliate” means any of Customer Affiliate(s) permitted to or otherwise receiving the benefit of the Services pursuant to the Agreement.

“Business” has the meaning given to it in the CCPA.

“CCPA” means the California Consumer Privacy Act, Cal. Civ. Code § 1798.100 et seq., and its implementing regulations.

“Control” means an ownership, voting or similar interest representing fifty percent (50%) or more of the total interests then outstanding of the entity in question. The term “Controlled” shall be construed accordingly.

“Controller” means an entity that determines the purposes and means of the processing of Personal Data, including a Business.

“Customer Data” means any data that GUIDEcx and/or its Affiliates processes on behalf of Customer in the course of providing the Services under the Agreement.

“Data Protection Laws” means all data protection and privacy laws and regulations applicable to the processing of Personal Data under the Agreement, including, where applicable, EU and UK Data Protection Law and the CCPA.

“EU and UK Data Protection Laws” means (i)  Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of Personal Data and on the free movement of such data (General Data Protection Regulation) (“GDPR”); (ii) Directive 2002/58/EC concerning the processing of Personal Data and the protection of privacy in the electronic communications sector and applicable national implementations of it (in each case, as may be amended, superseded or replaced); (iii)the UK Data Protection Act 2018 (“UKDPA”), the UK General Data Protection Regulation as defined by the UK DPA as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019, and the Privacy and Electronic Communications Regulations 2003; and (iv) any relevant law, statute, declaration, decree, directive, legislative enactment, order, ordinance, regulation, rule or other binding instrument which implements any of the above or which otherwise relates to data protection, privacy or the use of personal data; in each case as applicable and in force from time to time, and as amended, consolidated, re-enacted or replaced from time to time.

“Personal Data” means any Customer Data relating to an identified or identifiable natural person to the extent that such information is protected as “personal data” or “personal information” under applicable Data Protection Laws.

“Processor” means an entity that processes Personal Data on behalf of the Controller, including a “service provider” as defined under the CCPA.

“Processing” has the meaning given to it in the GDPR and “process”, “processes” and “processed” shall be interpreted accordingly.

“Security Incident” means any unauthorized or unlawful breach of security that leads to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of or access to Personal Data.

“Services” means any product or service provided by GUIDEcx to Customer pursuant to and as more particularly described in the Agreement.

“Sub-processor” means any Processor engaged by GUIDEcx or its Affiliates to assist in fulfilling its obligations with respect to providing the Services pursuant to the Agreement or this DPA. Sub-processors may include third parties or any GUIDEcx Affiliate.

2. Scope and Applicability of this DPA

2.1 This DPA applies where and only to the extent that GUIDEcx processes Personal Data on behalf of the Customer in the course of providing the Services and: (i) such Personal Data relates to individuals in the European Union, the European Economic Area and/or their member states, Switzerland and/or the United Kingdom, in which case this DPA applies in its entirety; and/or (ii) to the extent that the Customer is a Business and the Personal Data that GUIDEcx processes on behalf of the Customer in the course of providing the Services relates to California residents, in which case only sections 1, 2 and 9 of this DPA apply to such processing. The parties agree to comply with the terms and conditions in this DPA in connection with such Personal Data.

2.2 Role of the Parties. As between GUIDEcx and Customer, Customer is the Controller of Personal Data and GUIDEcx shall process Personal Data only as a Processor on behalf of Customer. Nothing in the Agreement or this DPA shall prevent GUIDEcx from using or sharing any data that GUIDEcx would otherwise collect and process independently of Customer’s use of the Services.

2.3 Customer Obligations. Customer agrees that (i) it shall comply with its obligations as a Controller under Data Protection Laws in respect of its processing of Personal Data and any processing instructions it issues to GUIDEcx; and (ii) it has provided notice and obtained (or shall obtain) all consents and rights necessary under Data Protection Laws for GUIDEcx to process Personal Data and provide the Services pursuant to the Agreement and this DPA.

2.4 GUIDEcx Processing of Personal Data. As a Processor, GUIDEcx shall process Personal Data only for the following purposes: (i) to perform the Services in accordance with the Agreement; (ii) to perform any steps necessary for the performance of the Agreement; (iii) to comply with other reasonable instructions provided by Customer to the extent they are consistent with the terms of this Agreement and only in accordance with Customer’s documented lawful instructions; and (iv) as permitted or required by applicable Data Protection Laws. The parties agree that this DPA and the Agreement set out the Customer’s complete and final instructions to GUIDEcx in relation to the processing of Personal Data and processing outside the scope of these instructions (if any) shall require prior written agreement between Customer and GUIDEcx.

2.5 GUIDEcx Data. Notwithstanding anything to the contrary in the Agreement (including this DPA), Customer acknowledges that GUIDEcx shall have a right to use and disclose data relating to and/or obtained in connection with the operation, support and/or use of the Services for its legitimate business purposes, such as billing, account management, technical support, product development and sales and marketing. To the extent any such data is considered “personal data” or “personal information” under Data Protection Laws, GUIDEcx is the Controller of such data and accordingly shall process such data in compliance with Data Protection Laws.

3. Subprocessing

3.1 Authorized Sub-processors. Customer agrees that GUIDEcx may engage Sub-processors to process Personal Data on Customer’s behalf. The Sub-processors currently engaged by GUIDEcx and authorized by Customer are listed in Annex 1.

3.2 Sub-processor Obligations. GUIDEcx shall: (i) enter into a written agreement with the Sub-processor imposing data protection terms that require the Sub-processor to protect the Personal Data to the standard required by EU and UK Data Protection Laws; and (ii) remain responsible for its compliance with the obligations of this DPA and for any acts or omissions of the Sub-processor that cause GUIDEcx to breach any of its obligations under this DPA.

3.3 Changes to Sub-processors. GUIDEcx shall provide Customer reasonable advance notice (for which email shall suffice) if it adds or removes Sub-processors.

3.4 Objection to Sub-processors. Customer may object in writing to GUIDEcx’s appointment of a new Sub-processor on reasonable grounds relating to data protection by notifying GUIDEcx promptly in writing within five (5) calendar days of receipt of GUIDEcx’s notice in accordance with Section 3.3. Such notice shall explain the reasonable grounds for the objection. In such event, the parties shall discuss such concerns in good faith with a view to achieving commercially reasonable resolution. If this is not possible, either party may terminate the applicable Services that cannot be provided by GUIDEcx without the use of the objected-to-new Sub-processor.

4. Security

4.1 Security Measures. GUIDEcx shall implement and maintain appropriate technical and organizational security measures to protect Personal Data from Security Incidents and to preserve the security and confidentiality of the Personal Data, in accordance with GUIDEcx’s security standards described in Annex 2 (“Security Measures”).

4.2 Confidentiality of Processing. GUIDEcx shall ensure that any person who is authorized by GUIDEcx to process Personal Data (including its staff, agents and subcontractors) shall be under an appropriate obligation of confidentiality (whether a contractual or statutory duty).

4.3 Security Incident Response. Upon becoming aware of a Security Incident, GUIDEcx shall notify Customer without undue delay and shall provide timely information relating to the Security Incidentas is reasonably requested by Customer.

4.4 Updates to Security Measures. Customer acknowledges that the Security Measures are subject to technical progress and development and that GUIDEcx may update or modify the Security Measures from time to time.

5. Security Reports and Audits

5.1 GUIDEcx shall maintain records of its security standards. Upon Customer’s written request, GUIDEcx shall provide (on a confidential basis) copies of relevant audit report summaries and/or other documentation reasonably required by Customer to verify GUIDEcx’s compliance with this DPA. GUIDEcx shall further provide written responses (on a confidential basis) to all reasonable requests for information made by Customer, including responses to information security and audit questionnaires, that Customer (acting reasonably) considers necessary to confirm GUIDEcx’s compliance with this DPA, provided that Customer shall not exercise this right more than once per year. Per GDPR Article 28, GUIDEcx will promptly notify the Customer if GUIDEcx believes an instruction infringes the GDPR or other EU and UK Data Protection Laws.

6. International Transfers

6.1 Processing Locations. Customer Data may be transferred and processed in the United States and anywhere in the world where GUIDEcx, its Affiliates and/or its Sub-processors maintain data processing operations. GUIDEcx shall implement appropriate safeguards to protect the Personal Data, wherever it is processed, in accordance with the requirements of EU and UK Data Protection Laws.

6.2 Transfer Mechanism:

GUIDEcx shall not transfer Personal Data to any country not recognized as providing an adequate level of protection for Personal Data (within the meaning of EU and UK Data Protection Laws), unless it first takes all such measures as are necessary to ensure the transfer is in compliance with applicable EU and UK Data Protection Laws. Such measures may include (without limitation) transferring such data to a recipient that has achieved binding corporate rules authorization in accordance with EU and UK Data Protection Laws, or to a recipient that has executed appropriate standard contractual clauses adopted or approved by the European Commission.

Customer acknowledges that in connection with the performance of the Services, GUIDEcx is a recipient of Personal Data in the United States. The parties agree that GUIDEcx uses the transfer mechanism listed below:

Standard Contractual Clauses: GUIDEcx, Inc. agrees to abide by and transfer Personal Data in compliance with the most current version of the Standard Contractual Clauses which means, as relevant, the standard contractual clauses for the transfer of Personal Data to data processors established in third countries set out in the Commission Decision of 4 June 2021, or any equivalent clauses issued by the relevant competent authority of the EU or UK in respect of transfers of Personal Data from the EU or UK, in each case as amended, updated or replaced from time to time, provided that notwithstanding the foregoing the parties agree that where the GUIDEcx contracting entity under the Agreement is not GUIDEcx, Inc., such contracting entity (not GUIDEcx, Inc.) will remain fully and solely responsible and liable to Customer for the transfer of Personal Data.

7. Deletion or Return of Personal Data

7.1 Upon deactivation of the Services, all Personal Data shall be deleted (including by anonymizing such data in GUIDEcx’s systems) or returned, save that this requirement shall not apply to the extent GUIDEcx is required by applicable law to retain some or all of the Personal Data, or to Personal Data it has archived on back-up systems, which such Personal Data GUIDEcx shall securely isolate and protect from any further processing, except to the extent required by applicable law.

8. Cooperation

8.1 To the extent that Customer is unable to independently access the relevant Personal Data within the Services, GUIDEcx shall (at Customer’s expense) taking into account the nature of the processing, provide reasonable cooperation to assist Customer by appropriate technical and organizational measures, in so far as is possible, to respond to any requests from individuals or applicable data protection authorities relating to the processing of Personal Data under the Agreement. In the event that any such request is made directly to GUIDEcx, GUIDEcx shall not respond to such communication directly without Customer’s prior authorization, unless legally compelled to do so. If GUIDEcx is required to respond to such a request, GUIDEcx shall promptly notify Customer and provide it with a copy of the request unless legally prohibited from doing so.

8.2 To the extent GUIDEcx is required under EU and UK Data Protection Laws, GUIDEcx shall (at Customer’s expense) provide reasonably requested information regarding GUIDEcx’s processing of Personal Data under the Agreement to enable the Customer to carry out data protection impact assessments or prior consultations with data protection authorities as required by law.

9. Miscellaneous

9.1 Except for the changes made by this DPA, the Agreement remains unchanged and in full force and effect. If there is any conflict between this DPA and the Agreement, this DPA shall prevail to the extent of that conflict.

9.2 This DPA is a part of and incorporated into the Agreement so references to “Agreement” in the Agreement shall include this DPA.

9.3 In no event shall any party limit its liability with respect to any individual’s data protection rights under this DPA or otherwise.

9.4 This DPA shall be governed by and construed in accordance with governing law and jurisdiction provisions in the Agreement, unless required otherwise by Data Protection Laws.

Annex 1. Sub-processors
Please refer to “Components of the System”, which is a part of Section 3 of the latest GUIDEcx SOC 2 Type II report for a list of current sub-processors GUIDEcx contracts with to provide GUIDEcx products and services which is available upon request.

Annex 2. Security Measures
Please Refer to Section 3 of the latest GUIDEcx SOC 2 Type II report for a detailed description of the GUIDEcx security program and associated controls and procedures which is available upon request.