Data Processing Addendum

This Data Processing Addendum (“Agreement“) forms part of our Terms of Service the Contract for Services (“Principal Agreement“) between:

The entity (Person or Company) identified in the main agreement or accepting these terms as part of a standard licensing agreement

(the “Customer”) and

Curiosity GmbH Kaufinger Str. 15, 80331 Munich, Germany

(“Curiosity”)

(together the “Parties”)

WHEREAS:

(A) The Customer acts as a Data Controller.

(B) The Customer wishes to purchase Services and Use of Technologies from Curiosity, which imply the processing of personal data.

(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.

THE PARTIES AGREE AS FOLLOWS:

1. Definitions and Interpretation

1.1 Capitalized terms and expressions used in this Agreement shall have the following meaning:

• “Agreement” means this Data Processing Agreement;

• “Personal Data” means any Personal Data Processed by Curiosity on behalf of Customer pursuant to or in connection with the Principal Agreement;

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

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means EU Directive 95/46/EC, as transposed into domestic legislation of each Member State and as amended, replaced or superseded from time to time, including by the GDPR and laws implementing or supplementing the GDPR;

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

• “Data Transfer” means:

  • a transfer of Personal Data from the Customer to Curiosity or Subprocessor; or

  • an onward transfer of Personal Data from Curiosity to a Subprocessor, or between two establishments of Curiosity, 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);

  • “Services” means the Data Processing, AI and Search services and processing that Curiosity provides the Customer.

• “Subprocessor” means any person appointed by or on behalf of Curiosity to process Personal Data on behalf of the Customer in connection with the Agreement.

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

2. Processing of Personal Data

Curiosity will:

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

• not Process Personal Data other than on the relevant Customer’s documented instructions.

The Customer instructs Curiosity to process Personal Data.

3. Curiosity Personnel

Curiosity shall take reasonable steps to ensure the reliability of any employee, agent or contractor of any Subprocessor who may have access to the Personal Data, ensuring in each case that access is strictly limited to those individuals who need to know / access the relevant 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 Curiosity, ensuring that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.

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, Curiosity shall in relation to the 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, Curiosity shall take account in particular of the risks that are presented by Processing, in particular from a Personal Data Breach.

5. Subprocessing

5.1 Subprocessors. Customer acknowledges and agrees that certain third parties may be retained as subprocessors (“Subprocessors”) to process Personal Data on Curiosity’s behalf in order to provide the Service. Curiosity’s Subprocessors are listed at: Subprocessors.

Curiosity will impose contractual obligations on any Subprocessor requiring it to protect Personal Data to standards which are no less protective than those set forth under this Agreement.

6. Data Subject Rights

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

6.2 Curiosity shall:

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

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

7. Personal Data Breach

7.1 Curiosity will notify Customer without undue delay upon Curiosity becoming aware of a Personal Data Breach affecting Personal Data, providing Customer with sufficient information to allow the Customer to meet any obligations to report or inform Data Subjects of the Personal Data Breach under the Data Protection Laws.

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

8. Data Protection Impact Assessment and Prior Consultation

Curiosity shall provide reasonable assistance to the Customer with any data protection impact assessments, and prior consultations with Supervising Authorities or other competent data privacy authorities, which Customer reasonably considers to be required by article 35 or 36 of the GDPR or equivalent provisions of any other Data Protection Law, in each case solely in relation to Processing of Personal Data by, and taking into account the nature of the Processing and information available to, Curiosity and Subprocessors.

9. Deletion or return of Personal Data

Curiosity shall promptly and in any event within 15 business days of the date of cessation of any Services involving the Processing of Personal Data (the “Cessation Date”), delete and procure the deletion of all copies of those Personal Data.

10. Audit rights

10.1 Subject to this section 10, Curiosity shall make available to the Customer on request all information necessary to demonstrate compliance with this Agreement, and shall allow for and contribute to audits, including inspections, by the Customer or an auditor mandated by the Customer in relation to the Processing of the Personal Data by the Curiosity.

10.2 Information and audit rights of the Customer 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.

11. Data Transfer

11.1 Curiosity 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 Customer. 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.

11.2 The Customer authorizes transfer of Customer Private Data by Curiosity to the Subprocessors listed under Section (5) above and set out in the list of Subprocessors.

12. General Terms

12.1 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.

12.2 This Agreement is governed by the laws of Germany.

12.3 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 Munich.