Alhena AI DATA PROCESSING ADDENDUM

WHEREAS

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:

1.2 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:

2.2 The Company instructs Processor to process Company Personal Data.

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 Order Form, 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.

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. Subprocessing

5.1. The Company agrees that the Processor, for performing the contractually agreed services to be provided by it, involves companies affiliated with the Processor to perform the services resp. engages companies as Sub-Processors to perform the agreed services. The Processor will carefully select the Sub-Processors by their qualification and suitability.

5.2. At the time of the conclusion of this Agreement, the sub-processors designated in Annex B are engaged in the processing of personal data to the extent specified therein. The Company declares its consent to the commissioning of such sub-processors.

5.3. The Processor is allowed to engage Sub-Processors and/or change existing Sub-Processors if and to the extent that

• • the Processor notifies the Company of the intended sub-contracting/ outsourcing in writing or text form in due time before,
• • the Company does not object for good cause to the intended sub-contracting/ outsourcing by appropriate notice to the Processor issued in writing or in text form within a period of two weeks from receipt of the said notice;
• • the sub-contracting is based on a contractual agreement according to Article 28 subs. 2 – 4 GDPR.

5.4. The Processor shall impose equivalent duties onto any sub-processor as imposed by this agreement. If the Processor engages Sub-Processors, the Processor is responsible for imposing on the Sub-Processor the same duties which the Processor has under the present agreement with regard to data protection and privacy law.

5.5. Sub-contracting does not require consent by the Company if the Processor engages third parties for the purposes of ancillary services related to the main services such as in the case of external personnel, postal and dispatch services, maintenance or user service. The Processor will conclude agreements with such third parties to the extent required to ensure adequate data protection and privacy and data security and to enable control measures.

6. Data Subject Rights

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

6.2 Processor shall:

7. Personal Data Breach

7.1 Processor shall notify Company without undue delay upon Processor 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.

7.2 Processor shall cooperate with the Company and take reasonable commercial steps as directed by Company to assist in the investigation, mitigation and remediation of each such Personal Data Breach.

8. Data Protection Impact Assessment and Prior Consultation

Processor shall provide reasonable assistance to the Company with any data protection impact assessments, and prior consultations with Supervising Authorities or other competent data privacy authorities, which Company 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 Company Personal Data by, and taking into account the nature of the Processing and information available to, the Contracted Processors.

9. Deletion or return of Company Personal Data

9.1 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 and procure the deletion of all copies of those Company Personal Data.

10. Audit rights

10.1 Subject to this section 10, Processor shall make available to the Company on 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.

10.2 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.

11. Data Transfer

11.1. In connection with the performance of the Agreement, you authorize Processor to transfer Personal Information internationally, and in particular, that Personal Information may be transferred to and processed by Processor in the United States and other jurisdictions where Processor and its Subprocessors have operations. Whenever Personal Information is transferred outside its country of origin, each party will ensure such transfers are made in compliance with the requirements of Applicable Data Protection Laws.

11.2. To the extent applicable to you, you acknowledge that in connection with the performance of the Service, Processor is a recipient of European Data in the United States. To the extent that Processor receives European Data in the United States, Processor will comply with the following:

12. General Terms

12.1 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:

12.2 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.

13. Governing Law and Jurisdiction

13.1 This Agreement is governed by the laws of California.

13.2 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 California, USA.

ANNEX A - Purposes, Data Categories, Data Subjects

Annex B - Assigned sub-processors