Obsess Inc., 524 Broadway, New York, NY 10012, USA

DATA PROCESSING ADDENDUM

Last updated date: March 16, 2022

The customer (“Customer”) and and Obsess, Inc. (“Obsess”, “we”, “us”) enter into this Data Processing Addendum (including the annexes attached hereto, this “Addendum”) as of the Addendum Effective Date (as defined below) and forms part of that Platform Access & Services Order (the “Agreement”) between the parties under which Obsess will provide certain Services (as defined below) to Customer. Customer and Obsess are each referred to as a “Party” and collectively as the “Parties”.

Except as modified below, the terms of the Agreement shall remain in full force and effect. Notwithstanding anything to the contrary in the Agreement, if there is a conflict between this Addendum and the Agreement, this Addendum will control. In the event of any conflict or inconsistency between this Addendum and the Standard Contractual Clauses, the Standard Contractual Clauses shall prevail.

Definitions. The terms used in this Addendum shall have the meanings set forth in this Addendum or as defined by Applicable Privacy Law, whichever is broader. Capitalized terms not otherwise defined herein or defined by Applicable Privacy Law shall have the meaning given to them in the Agreement. The following terms have the meanings set forth below:

“Addendum Effective Date” means the date on which the parties agreed to the Agreement.
“Affiliate” means an entity that owns or controls, is owned or controlled by, or is under common control or ownership with either Obsess or Customer, respectively.
“Applicable Privacy Law” shall mean applicable data privacy, data protection, and cybersecurity laws, rules and regulations to which Obsess is subject, including, but not limited to, (a) the California Consumer Privacy Act of 2018 (“CCPA”), (b) the EU General Data Protection Regulation 2016/679 (“GDPR”) including the applicable implementing legislation of each Member State (“EU GDPR”), (c) the UK Data Protection Act 2018 and the UK General Data Protection Regulation as it forms part of UK law by virtue of section 3 of the European Union (Withdrawal) Act 2018, as amended (including by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019) (“UK GDPR” and together with the EU GDPR, the “GDPR”), , (d) the Swiss Federal Act on Data Protection of 19 June 1992, (e) any other applicable law with respect to any Personal Data in respect of which the Obsess is subject to, and (f) any other data protection law and any guidance or statutory codes of practice issued by any relevant Privacy Authority, in each case, as amended from time to time and any successor legislation to the same.
“Data Subject” shall mean an identified or identifiable natural person.
“EEA” means the European Economic Area.
“Personal Data” shall mean (i) personal data, personal information, personally identifiable information, or similar term as defined by Applicable Privacy law or (ii) if not defined by Applicable Privacy Law, any information that relates to a Data Subject; in each case, to the extent Processed by Obsess, on behalf of Customer, in connection with Obsess’s performance of the Services.
“Privacy Authority” shall mean any competent supervisory authority, attorney general, or other regulator with responsibility for privacy or data protection matters in the jurisdiction of Obsess.
“Process”, “Processing” or “Processed” shall mean any operation or set of operations, as defined in the Applicable Privacy Law, performed upon Personal Data whether or not by automatic means, including collecting, recording, organising, storing, adapting or altering, retrieving, consulting, using, disclosing, making available, aligning, combining, blocking, erasing and destroying Personal Data.
“Security Breach” means a breach of Obsess’s security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data in Obsess’s possession, custody or control. Security Breaches do not include unsuccessful attempts or activities that do not compromise the security of Personal Data, including unsuccessful log-in attempts, pings, port scans, denial of service attacks, or other network attacks on firewalls or networked systems.
“Services” shall mean the services as described in the Agreement or any related order form or statement of work.
“Standard Contractual Clauses” means (a) with respect to restricted transfers (as such term is defined under Applicable Privacy Law) which are subject to the EU GDPR and other Applicable Privacy Laws pursuant to which the same have been adopted, the Controller-to-Processor standard contractual clauses, as set out in the European Commission’s Implementing Decision (EU) 2021/914 of 4 June 2021 on standard contractual clauses for the transfer of personal data to third countries pursuant to GDPR, as may be amended or replaced by the European Commission from time to time (the “EU SCCs”), and (b) with respect to restricted transfers subject to the UK GDPR and other Applicable Privacy Laws pursuant to which the EU Clauses have not been adopted, such other transfer clauses as may be adopted from time to time under the UK GDPR (the “UK SCCs”) and other Applicable Privacy Laws.
“Subprocessor” shall mean any subcontractor (including any third party and/or Obsess Affiliate) engaged by Obsess to Process Personal Data on behalf of Customer.
“Supervisory Authority” shall mean: (a) in the context of the UK GDPR the UK Information Commissioner’s Office; and (b) in the context of the EU GDPR, shall have the meaning given to that term in Article 4(21) of the EU GDPR.

Processing Requirements.

Obsess shall comply with Applicable Privacy Law in the Processing of Personal Data and only Process Personal Data for the purposes of providing the Services and in accordance with Customer’s instructions, and as may subsequently be agreed between the Parties in writing. Obsess shall promptly inform Customer if (a) in Obsess’s opinion, an instruction from Customer violates Applicable Privacy Law; or (b) Obsess is required by applicable law to otherwise Process Personal Data, unless Obsess is prohibited by that law from notifying Customer under applicable law.
Obsess shall implement and maintain reasonable and appropriate technical measures that will ensure that Customer’s reasonable and lawful instructions can be complied with, including the following:

updating, amending, correcting, or providing access to the Personal Data of any Data Subject upon written request of Customer from time to time;
cancelling, deleting, or blocking access to any Personal Data upon receipt of written instructions from Customer;
otherwise facilitating Customer’s responses to Data Subject requests as required under Applicable Privacy Law; and
Obsess shall promptly re-direct any request from a Data Subject to exercise any of its Data Subject rights to Customer, and shall not respond directly to the Data Subject unless instructed so by Customer in writing.

Obsess acknowledges that (a) Customer discloses Personal Data to Customer solely for the business purpose of Customer, and (b) Obsess has not and will not receive any monetary or other valuable consideration in exchange for their receipt of the Personal Data, and that any consideration paid by Customer to Obsess under the Agreement relates only to Obsess’s provision of the Services. Obsess shall not collect, retain, use, disclose, or otherwise Process the Personal Data (i) for any purpose other than for the specific purpose of providing the Services to Customer, or (ii) outside of the direct business relationship between Obsess and Customer. In addition, Obsess shall not ‘sell,’ as defined under Applicable Privacy Law (including, without limitation, CCPA), or otherwise disclose any Personal Data except to authorised Subprocessors needed to render the Services.
Obsess shall provide to Customer such co-operation, assistance and information as Customer may reasonably request to enable it to comply with its obligations under Applicable Privacy Law and co-operate and comply with the directions or decisions of a relevant Privacy Authority, in each case (a) solely to the extent applicable to Customer’s provision of the Services, and (b) within such reasonable time as would enable Customer to meet any time limit imposed by the Privacy Authority.

Security of Personal Data.

Obsess shall maintain, during the term of the Agreement, appropriate technical and organizational security measures to protect the Personal Data against accidental or unlawful destruction or accidental loss, damage, alteration, unauthorized disclosure or access, as set forth in Exhibit B.
Obsess shall ensure the reliability of any employees who Process Personal Data.

Customer Obligations

Customer’s Security Responsibilities. Customer agrees that, without limitation of Obsess’s obligations under Section 3 (Security of Personal Data), Customer is solely responsible for its use of the Services, including (a) making appropriate use of the Services to ensure a level of security appropriate to the risk in respect of the Personal Data; (b) securing the account authentication credentials, systems and devices Customer uses to access the Services; (c) securing Customer’s systems and devices that Obsess uses to provide the Services; and (d) backing up Personal Data.
Prohibited Data. Customer represents and warrants to Obsess that Personal Data provided to Obsess under the Agreement does not and will not, without Obsess’s prior written consent, contain any social security numbers or other government-issued identification numbers, protected health information subject to the Health Insurance Portability and Accountability Act (HIPAA) or other information regarding an individual’s medical history, mental or physical condition, or medical treatment or diagnosis by a health care professional; health insurance information; biometric information; passwords for online accounts; credentials to any financial accounts; tax return data; credit reports or consumer reports; any payment card information subject to the Payment Card Industry Data Security Standard; information subject to the Gramm-Leach-Bliley Act, Fair Credit Reporting Act or the regulations promulgated under either such law; information subject to restrictions under Applicable Data Protection Laws governing Personal Data of children, including, without limitation, all information about children under 13 years of age; or any information that falls within any special categories of data (as defined in GDPR).

Subprocessors.

Obsess shall not, without Customer’s prior written consent, sub-contract or outsource any Processing of Personal Data to any Subprocessor; provided that Customer shall not unreasonably withhold or delay consent to Obsess’s appointment of any Subprocessor. Without limiting the foregoing, Obsess authorizes Customer to engage the Subprocessors specified in https://obsessar.com/subprocessors/.
Obsess shall remain liable for any Processing of Personal Data by each such Subprocessor as if it had undertaken such Processing itself.
Obsess will contractually impose data protection obligations on its Subprocessors that are no less onerous than those imposed on Obsess under this Addendum.

Breach Notification.

Notification to Customer. Unless otherwise prohibited by applicable law, Obsess shall notify Customer without undue delay, and in any event within 72 hours after Obsess becomes aware of a Security Breach. Such notification shall include, to the extent such information is available (a) a detailed description of the Security Breach, (b) the type of data that was the subject of the Security Breach and (c) the identity of each affected person (or, where not possible, the approximate number of Data Subjects and of Personal Data records concerned). In addition, Obsess shall communicate to Customer (i) the name and contact details of Obsess’s data protection officer or other point of contact where more information can be obtained, (ii) a description of the likely consequences of the Security Breach, (iii) a description of the measures taken or proposed to be taken by Obsess to address the Security Breach, including, where appropriate, measures to mitigate its possible adverse effects.
Investigation. Obsess shall take prompt action to investigate the Security Breach and shall use industry standard, commercially reasonable efforts to mitigate the effects of any such Security Breach in accordance with its obligations hereunder.

Privacy Impact Assessment. Obsess shall, promptly upon receipt of written request by Customer (a) make available to Customer such information as is reasonably necessary to demonstrate Customer’s compliance with Applicable Privacy Law to the extent applicable to the Services, and (b) reasonably assist Customer in carrying out any privacy impact assessment and any required prior consultations with Privacy Authorities, taking into account the nature of the Processing and the information available to Obsess. Obsess shall reasonably cooperate with Customer to implement such mitigation actions as are reasonably required to address privacy risks identified in any such privacy impact assessment. Unless such request follows a Security Breach or is otherwise required by Applicable Privacy Law, Customer shall not make any such request more than once in any 12-month period.
Audit Rights. Customer may audit Obsess’s compliance with its obligations under this Addendum up to once per year and on such other occasions as may be required by Applicable Data Privacy Laws, including where mandated by Customer’s Supervisory Authority. Obsess will contribute to such audits by providing Customer or Customer’s Supervisory Authority with the information and assistance that Obsess considers appropriate in the circumstances and reasonably necessary to conduct the audit. To request an audit, Customer must submit a proposed audit plan to Obsess at least two weeks in advance of the proposed audit date and any third party auditor must sign a customary non-disclosure agreement mutually acceptable to the parties (such acceptance not to be unreasonably withheld) providing for the confidential treatment of all information exchanged in connection with the audit and any reports regarding the results or findings thereof. The proposed audit plan must describe the proposed scope, duration, and start date of the audit. Obsess will review the proposed audit plan and provide Customer with any concerns or questions (for example, any request for information that could compromise Obsess security, privacy, employment or other relevant policies). Obsess will work cooperatively with Customer to agree on a final audit plan. Nothing in this Section 8 shall require Obsess to breach any duties of confidentiality. If the controls or measures to be assessed in the requested audit are addressed in an SOC 2 Type 2, ISO, NIST or similar audit report performed by a qualified third party auditor within twelve (12) months of Customer’s audit request and Obsess has confirmed there have been no known material changes in the controls audited since the date of such report, Customer agrees to accept such report in lieu of requesting an audit of such controls or measures. The audit must be conducted during regular business hours, subject to the agreed final audit plan and Obsess’s safety, security or other relevant policies, and may not unreasonably interfere with Obsess business activities. Any audits are at Customer’s sole expense. Customer shall reimburse Obsess for any time expended by Obsess and any third parties in connection with any audits or inspections under this Section 8 at Obsess’s then-current professional services rates, which shall be made available to Customer upon request. Customer will be responsible for any fees charged by any auditor appointed by Customer to execute any such audit.
Deletion of Personal Data. Obsess shall, promptly and in any event within 90 days of expiration or termination of the Agreement, or following receipt of written notice from the Obsess, (a) return a complete copy of all Personal Data to Customer by secure file transfer in such format as is reasonably notified by Customer to Obsess; and (b) delete and procure the deletion of all other copies of Personal Data Processed by Obsess.
Third Party Disclosure Requests.

Unless prohibited by applicable law, Obsess shall promptly notify Customer of any inquiry, communication, request or complaint, to the extent relating to Obsess’s Processing of Personal Data on behalf of Customer, from:

any governmental, regulatory or supervisory authority, including Privacy Authorities or the U.S. Federal Trade Commission; and/or
any Data Subject,

and shall, taking into account the nature of the Processing, provide reasonable assistance to enable Customer to respond to such inquiries, communications, requests or complaints and to meet applicable statutory or regulatory deadlines. Obsess shall not disclose Personal Data to any of the persons or entities in (a) or (b) above unless it is legally required to do so and has otherwise complied with the obligations in this Section 9.1 and Section 9.2.

In the event that Obsess is required by law, court order, warrant, or other legal judicial process (“Legal Request”) to disclose any Personal Data to any person or entity other than Customer, including any national security authority or other government body, Obsess shall attempt to redirect the government request to Customer. If Obsess is unable to redirect the request, Obsess shall, unless prohibited by applicable law, notify Customer promptly and shall provide all reasonable assistance to Customer to enable Customer to respond or object to, or challenge, any such Legal Requests and to meet applicable statutory or regulatory deadlines. If Obsess is prohibited by applicable law from providing notice to Customer of a Legal Request, Obsess shall use commercially reasonable efforts to object to, or challenge, any such Legal Request to avoid or minimize the disclosure of Personal Data. Obsess shall not disclose Personal Data pursuant to a Legal Request unless it is required to do so by applicable law and has otherwise complied with the obligations in this Section 9.2.

Transfers out of the EEA. If Customer transfers Personal Data out of the EEA to Obsess in a country not deemed by the European Commission to have adequate data protection, such transfer will be governed by the EU SCCs, the terms of which are hereby incorporated into this Addendum. Obsess shall provide a copy of the signed version of the EU SCCs to Customer upon request. In furtherance of the foregoing, the parties agree that:

Customer will act as the data exporter and Obsess will act as the data importer under the EU SCCs;
for purposes of Appendix 1 to the EU SCCs, the categories of data subjects, data, special categories of data (if appropriate), and the Processing operations shall be as set out in Section B to Exhibit A;
for purposes of Appendix 2 to the EU SCCs, the technical and organizational measures shall be the Security Measures;
data importer will provide the copies of the subprocessor agreements that must be sent by the data importer to the data exporter pursuant to Clause 5(j) of the EEA Standard Contractual Clauses upon data exporter’s request, and that data importer may remove or redact all commercial information or clauses unrelated the EEA Standard Contractual Clauses or their equivalent beforehand;
the audits described in Clause 5(f) and Clause 12(2) of the EU SCCs shall be performed in accordance with Section 8 of this Addendum;
Customer’s authorizations in Section 5 (Subprocessors) of this Addendum will constitute Customer’s prior written consent to the subcontracting by Obsess of the Processing of Personal Data if such consent is required under Clause 5(h) of the EU SCCss; and
certification of deletion of Personal Data as described in Clause 12(1) of the EU SCCs shall be provided upon data importer’s request.

Transfers out of the UK. If Customer transfers Personal Data out of the UK to Obsess in a country not deemed by the UK Government to have adequate data protection, such transfer will be governed by the UK SCCs, the terms of which are hereby incorporated into this Addendum. Obsess shall provide a copy of the signed version of the UK SCCs to Customer upon request. In furtherance of the foregoing, the parties agree that

Customer will act as the data exporter and Obsess will act as the data importer under the UK SCCs;
for purposes of Appendix 1 to the UK Standard Contractual Clauses, the categories of data subjects, data, special categories of data (if appropriate), and the Processing operations shall be as set out in Section B to Exhibit A;
for purposes of Appendix 2 to the UK Standard Contractual Clauses, the technical and organizational measures shall be the Security Measures;
Notwithstanding the foregoing, the Standard Contractual Clauses (or obligations the same as those under the Standard Contractual Clauses) will not apply to the extent an alternative recognized compliance standard for the transfer of Personal Data outside the EEA or the UK in accordance with Applicable Privacy Laws applies to the transfer.

Claims. Any claims brought under, or in connection with, this Addendum, shall be subject to the exclusions and limitations of liability set forth in the Agreement.

EXHIBIT A

LIST OF PARTIES

Data exporter(s):

Name:	The Customer, as set forth in the Agreement
Address:	The Address, as set forth in the Agreement
Contact person’s name, position and contact details:	The contact details, as set forth in the Agreement
Activities relevant to the data transferred under these Clauses:	As described in the Agreement.
Role (Controller or Processor):	Controller

Data importer(s):

Name:	Obsess Inc.
Address:	524 Broadway New York, NY 10012 USA
Contact person’s name, position and contact details:	Neha Singh CEO neha@obsessVR.com
Activities relevant to the data transferred under these Clauses:	Storing, copying, accessing, sharing, modifying.
Role (Controller or Processor):	Processor

DESCRIPTION OF TRANSFER

Categories of data subjects whose personal data is transferred	Clients of Customers
Categories of personal data transferred	IP address, device identifier and browser type
Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialized training), keeping a record of access to the data, restrictions for onward transfers or additional security measures	None.
The frequency of the transfer (whether the data is transferred on a one-off or continuous basis)	On a continuous basis during the term of the Agreement.
Nature of the processing	As described in the Agreement.
Purpose(s) of the data transfer and further processing	As described in the Agreement.
The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period	Duration of performance of the Services.
For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing	As described in the Agreement.

COMPETENT SUPERVISORY AUTHORITY

The competent supervisory authority shall be the supervisory authority that has jurisdiction over the Data Exporter/Controller.

EXHIBIT B

TECHNICAL AND ORGANIZATIONAL MEASURES INCLUDING TECHNICAL AND ORGANIZATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA

The data importer has implemented and maintains comprehensive technical and organizational safeguards, which contain those safeguards described below:

Organizational management and dedicated staff responsible for the development, implementation and maintenance of the Obsess’s information security program.
Audit and risk assessment procedures for the purposes of periodic review and assessment of risks to Obsess’s organization, monitoring and maintaining compliance with the Obsess’s policies and procedures, and reporting the condition of its information security and compliance to internal senior management.
Data security controls which include, at a minimum, logical segregation of data, restricted (e.g. role-based) access and monitoring, and utilization of commercially available industry standard encryption technologies for Personal Data that is transmitted over public networks (i.e. the Internet) or when transmitted wirelessly or at rest or stored on portable media (i.e. laptop computers).
Logical access controls designed to manage electronic access to data and system functionality based on authority levels and job functions, (e.g. granting access on a need-to-know and least privilege basis, use of unique IDs and passwords for all users, periodic review and revoking/changing access promptly when employment terminates or changes in job functions occur).
Password controls designed to manage and control password strength, expiration and usage including prohibiting users from sharing passwords and requiring that the Obsess’s passwords that are assigned to its employees: (i) be at least eight (8) characters in length, (ii) not be stored in readable format on the Obsess’s computer systems; (iii) must have defined complexity; and (iv) newly issued passwords must be changed after first use.
Physical and environmental security of data centers, server room facilities and other areas containing Personal Data designed to: (i) protect information assets from unauthorized physical access, (ii) manage, monitor and log movement of persons into and out of the Obsess’s facilities, and (iii) guard against environmental hazards such as heat, fire and water damage.
Operational procedures and controls to provide for configuration, monitoring and maintenance of technology and information systems, including secure disposal of systems and media to render all information or data contained therein as undecipherable or unrecoverable prior to final disposal or release from the Obsess’s possession.
Change management procedures designed to test, approve and monitor all material changes to the Obsess’s technology and information assets.
Incident management procedures design to allow Obsess to investigate, respond to, mitigate and notify of events related to the Obsess’s technology and information assets.
Network security controls designed to protect systems from intrusion and limit the scope of any successful attack.
Vulnerability assessment, patch management and threat protection technologies, and scheduled monitoring procedures designed to identify, assess, mitigate and protect against identified security threats, viruses and other malicious code.
Disaster recovery procedures designed to maintain service and/or recovery from foreseeable emergencies or disasters.

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