DATA PROCESSING AGREEMENT

Desember 14th 2021 (version: v4)

This Stepifi Data Processing Agreement (“DPA) reflects the parties’ agreement with respect to the terms governing the Processing of Personal Data under the Stepifi Customer Terms of Use (the “Agreement”). This DPA is an amendment to the Agreement and is effective upon its incorporation into the Agreement, which incorporation may be specified in the Agreement, an Order or an executed amendment to the Agreement. Upon its incorporation into the Agreement, the DPA will form a part of the Agreement. The Stepifi Terms of Use and the Stepifi Privacy Policy describes what types of personal data is processed by Otiga Digital AS.

The DPA is entered into between the Customer as the Controller, and Otiga Digital AS as the Processor.

The term of this DPA shall follow the term of the Agreement. Terms not otherwise defined herein shall have the meaning as set forth in the Agreement.

1. Definitions

This Data Processing agreement follows the official GDPR Definitions stated in Article 4 of the GDPR.

2. Details of the Processing

a. Categories of Data Subjects. Controller’s employees and substitute personnel registered by the Controller.

b. Types of Personal Data. Contact Information to the employees, the extent of which is determined and controlled by the Customer in its sole discretion. The Stepifi Service require the following information to function properly;

1. Full name

2. Mobile Phone

3. Email

4. Profile picture

c. Subject-Matter and Nature of the Processing. The subject-matter of Processing of Personal Data by Processor is specified in Stepifi Terms of use found at legal.stepifi.com

d. Purpose of the Processing. Personal Data will be Processed for purposes of providing the Stepifi service to the Customer. For the service to be used, personal information must be submitted and shared with Otiga Digital AS. A complete list of personal information collected and how it is used is found in the Stepifi Privacy Policy located at legal.stepifi.com

e. Duration of the Processing. Personal Data will be Processed for the duration of the Agreement, subject to Section 4 of this DPA.

3. Customer Responsibility

Within the scope of the Agreement and in its use of the services, Controller shall be solely responsible for complying with the statutory requirements relating to data protection and privacy, regarding the disclosure and transfer of Personal Data to the Processor and the Processing of Personal Data. For the avoidance of doubt, Controller’s instructions for the Processing of Personal Data shall comply with the Data Protection Law. This DPA is Customer’s complete and final instruction to the Processor in relation to Personal Data and that additional instructions outside the scope of DPA would require prior written agreement between the parties. Instructions shall initially be specified in the Agreement and may, from time to time thereafter, be amended, amplified or replaced by Controller in separate written instructions (as individual instructions).

Controller shall inform Processor without undue delay and comprehensively about any errors or irregularities related to statutory provisions on the Processing of Personal Data.

4. Obligations of Processor

a. Compliance with Instructions. The parties acknowledge and agree that Customer is the Controller of Personal Data and Stepifi Digital AS is the Processor of that data. Processor shall collect, process and use Personal Data only within the scope of Controller’s Instructions. If the Processor believes that an Instruction of the Controller infringes the Data Protection Law, it shall immediately inform the Controller without delay. If Processor cannot process Personal Data in accordance with the Instructions due to a legal requirement under any applicable European Union or Member State law, Processor will (i) promptly notify the Controller of that legal requirement before the relevant Processing unless that law prohibits such information on important grounds of public interest; and (ii) cease all Processing (other than merely storing and maintaining the security of the affected Personal Data) until such time as the Controller issues new instructions with which Processor is able to comply. If this provision is invoked, Processor will not be liable to the Controller under the Agreement for any failure to perform the applicable services until such time as the Controller issues new instructions in regard to the Processing.

b. Security. Processor shall take the appropriate technical and organizational measures to adequately protect Personal Data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Personal Data, described under Appendix 2. Such measures include, but are not be limited to:

i. the prevention of unauthorized persons from gaining access to Personal Data Processing systems (physical access control),

ii. the prevention of Personal Data Processing systems from being used without authorization (logical access control),

iii. ensuring that persons entitled to use a Personal Data Processing system gain access only to such Personal Data as they are entitled to accessing in accordance with their access rights, and that, in the course of Processing or use and after storage, Personal Data cannot be read, copied, modified or deleted without authorization (data access control),

iv. ensuring that Personal Data cannot be read, copied, modified or deleted without authorization during electronic transmission, transport or storage on storage media, and that the target entities for any transfer of Personal Data by means of data transmission facilities can be established and verified (data transfer control),

v. ensuring the establishment of an audit trail to document whether and by whom Personal Data have been entered into, modified in, or removed from Personal Data Processing systems (entry control),

vi. ensuring that Personal Data is Processed solely in accordance with the Instructions (control of instructions),

vii. ensuring that Personal Data is protected against accidental destruction or loss (availability control).

Upon Controller’s request, Processor shall provide a current Personal Data protection and security programme relating to the Processing hereunder.

Processor will facilitate Controller’s compliance with the Controller’s obligation to implement security measures with respect to Personal Data (including if applicable Controller’s obligations pursuant to Articles 32 to 34 (inclusive) of the GDPR), by (i) implementing and maintaining the security measures described under Appendix 2, (ii) complying with the terms of Section 4 (d) (Personal Data Breaches); and (iii) providing the Controller with information in relation to the Processing in accordance with Section 5 (Audits).

c. Confidentiality. Processor shall ensure that any personnel whom Processor authorizes to process Personal Data on its behalf is subject to confidentiality obligations with respect to that Personal Data. The undertaking to confidentiality shall continue after the termination of the above-entitled activities.

d. Personal Data Breaches. Processor will notify the Controller as soon as practicable after it becomes aware of any of any Personal Data Breach affecting any Personal Data. At the Controller’s request, Processor will promptly provide the Controller with all reasonable assistance necessary to enable the Controller to notify relevant Personal Data Breaches to competent authorities and/or affected Data Subjects, if Controller is required to do so under the Data Protection Law.

e. Data Subject Requests. Processor will provide reasonable assistance, including by appropriate technical and organizational measures and taking into account the nature of the Processing, to enable Controller to respond to any request from Data Subjects seeking to exercise their rights under the Data Protection Law with respect to Personal Data (including access, rectification, restriction, deletion or portability of Personal Data, as applicable), to the extent permitted by the law. If such request is made directly to Processor, Processor will promptly inform Controller and will advise Data Subjects to submit their request to the Controller. Controller shall be solely responsible for responding to any Data Subjects’ requests. Controller shall reimburse Processor for the costs arising from this assistance.

f. Sub-Processors. Processor shall be entitled to engage sub-Processors to fulfil Processor’s obligations defined in the Agreement only with Controller’s written consent. For these purposes, Controller consents to the engagement as sub-Processors of Processor’s affiliated companies and the third parties listed in Appendix 3.

If the Processor intends to instruct sub-Processors other than the companies listed in Appendix 3, the Processor will notify the Controller thereof in writing (email to the email address(es) on record in Processor’s account information for Controller is sufficient) and will give the Controller the opportunity to object to the engagement of the new sub-Processors within 30 days after being notified. The objection must be based on reasonable grounds (e.g. if the Controller proves that significant risks for the protection of its Personal Data exist at the sub-Processor). If the Processor and Controller are unable to resolve such objection, either party may terminate the Agreement by providing written notice to the other party. This does not imply that Data Controller has a wider right to terminate the Agreement than what is stated in the underlying agreement, nor does it entitle any price reduction or refund.

Where Processor engages sub-Processors, Processor will strive to enter into a contract with the sub-Processor that imposes on the sub-Processor the same data protection obligations that apply to Processor under this DPA. However, Data Controller is aware that Data Processor utilizes sub-processors that offer standardized services with standard terms and do not permit Data Processor to enter into identical contracts such as this DPA. Data Processor is under no duty to ensure identical terms with sub-processors but is obliged to enter into an agreement that complies with the requirements in the General Data Protection Regulation and to communicate the terms to Data Controller in the notice mentioned above. The requirements for security measures at the sub-processor may differ from Data Processors own security measures. Data Controller accepts this provided the security measures in general is not to be regarded as weaker than those offered by the Data Processor.

Where a sub-Processor is engaged, the Controller must be granted the right to monitor and inspect the sub-Processor’s activities in accordance with this DPA and the Data Protection Law, including to obtain information from the Processor, upon written request, on the substance of the contract and the implementation of the data protection obligations under the sub-Processing contract, where necessary by inspecting the relevant contract documents.

The provisions of this Section 4 (f) shall mutually apply if the Processor engages a sub-Processor in a country outside the European Economic Area (“EEA”) not recognized by the European Commission as providing an adequate level of protection for personal data. Such transfers will be made pursuant to the module “Processor to Processor” under the Standard Contractual Clauses between the Processor and the third-party vendor, or an alternative transfer means recognized by EU Data Protection Laws.

g. Data Transfers. Controller acknowledges and agrees that, in connection with the performance of the services under the Agreement, Personal Data will be transferred to Otiga Digital AS in the Kingdom of Norway.

h. Deletion or Retrieval of Personal Data. Other than to the extent required to comply with Data Protection Law, following termination or expiry of the Agreement, Processor will delete all Personal Data (including copies thereof) processed pursuant to this DPA. If Processor is unable to delete Personal Data for technical or other reasons, Processor will apply measures to ensure that Personal Data is blocked from any further Processing.

Controller shall, upon termination or expiration of the Agreement and by way of issuing an Instruction, stipulate, within 30 days, the reasonable measures to return data or to delete stored data. Any additional cost arising in connection with the return or deletion of Personal Data after the termination or expiration of the Agreement shall be borne by Controller.

5. Audits

Controller may, prior to the commencement of Processing, and at regular intervals thereafter, audit the technical and organizational measures taken by Processor subject to appropriate confidentiality obligations.

For such purpose, Controller may, e.g.,

a) obtain information from the Processor,

b) request Processor to submit to Controller an existing attestation or certificate by an independent professional expert, or

upon reasonable and timely advance agreement, during regular business hours and without interrupting Processor’s business operations, conduct an on-site inspection of Processor’s business operations or have the same conducted by a qualified third party which shall not be a competitor of Processor.

Processor shall, upon Controller’s written request and within a reasonable period of time, provide Controller with all information necessary for such audit, to the extent that such information is within Processor’s control and Processor is not precluded from disclosing it by applicable law, a duty of confidentiality, or any other obligation owed to a third party.

The Processor reserves the right to: (a) charge a separate fee for its reasonable costs associated with performing any of its obligations under this section 5, provided that the Processor will provide an estimate of these fees to the Controller prior to incurring the costs; or (b) object to any Controller representative participating in an inspection on the basis that they are not qualified, are not bound by an adequate requirement to protect confidential information, or are a competitor of the Processor.

6. General Provisions

In case of any conflict, this DPA shall take precedence over the regulations of the Agreement. Where individual provisions of this DPA are invalid or unenforceable, the validity and enforceability of the other provisions of this DPA shall not be affected.

7. Parties to this DPA

This DPA is an amendment to and forms part of the Agreement. Upon the incorporation of this DPA into the Agreement (i) Controller and Processor are each a party to the Agreement

APPENDIX 2 – SECURITY MEASURES

The Processor currently observes the security practices described in this Appendix 2. Notwithstanding any provision to the contrary otherwise agreed to by data exporter, the Processor may modify or update these practices at its discretion provided that such modification and update does not result in a material degradation in the protection offered by these practices. All capitalized terms not otherwise defined herein shall have the meanings as set forth in the Agreement.

Access Control

i) Preventing Unauthorized Product Access

Outsourced processing: The Processor hosts its Service with outsourced cloud infrastructure providers. Additionally, the Processor maintains contractual relationships with vendors in order to provide the Service in accordance with our Data Processing Agreement. The Processor relies on contractual agreements, privacy policies, and vendor compliance programs in order to protect data processed or stored by these vendors.

Physical and environmental security: The Processor hosts its product infrastructure with multi-tenant, outsourced infrastructure provider. The physical and environmental security controls are audited for SOC 2 Type II and ISO 27001 compliance, among other certifications.

Authentication: The Processor implemented a uniform password policy for its service. Customers who interact with the service via the user interface must authenticate before accessing non-public customer data.

Authorization: Customer data is stored in multi-tenant storage systems accessible to Customers via only application user interfaces and application programming interfaces. Customers are not allowed direct access to the underlying application infrastructure. The authorization model in each of the Processor’s products is designed to ensure that only the appropriately assigned individuals can access relevant features, views, and customization options. Authorization to data sets is performed through validating the user’s permissions against the attributes associated with each data set.

Application Programming Interface (API) access: Public product APIs may in the future be accessed using an API key or through OAUTH authorization.

ii) Preventing Unauthorized Product Use

The Processor implements industry standard access controls and detection capabilities for the internal networks that support its products.

Access controls: Network access control mechanisms are designed to prevent network traffic using unauthorized protocols from reaching the product infrastructure. The technical measures implemented differ between infrastructure providers and include Virtual Private Cloud (VPC) implementations, security group assignment, and traditional firewall rules.

Static code analysis: Security reviews of code stored in the Processor’s source code repositories is performed annually by internal and external parties, checking for coding best practices and identifiable software flaws.

iii) Limitations of Privilege & Authorization Requirements

Product access: A subset of the Processor’s employees have access to the products and to customer data via controlled interfaces. The intent of providing access to a subset of employees is to provide effective customer support, to troubleshoot potential problems, to detect and respond to security incidents and implement data security. Employees are granted access by role. All employees are bound by a non-disclosure agreement with Otiga Digital AS.

B) Transmission Control

In-transit: the Processor makes HTTPS encryption (also referred to as SSL or TLS) available on every one of its login interfaces and for free on every customer site hosted on the Stepifi products. the Processor’s HTTPS implementation uses industry standard algorithms and certificates.

At-rest: All user passwords are stored at AWS Cognito user Authentication service. This is an industry leading provider of cloud services and follows industry standard practices for security.

C) Communication

If the Processor becomes aware of unlawful access to Customer data stored within its products, the Processor will: 1) notify the affected Customers of the incident; 2) provide a description of the steps the Processor is taking to resolve the incident; and 3) provide status updates to the Customer contact, as the Processor deems necessary. Notification(s) of incidents, if any, will be delivered to one or more of the Customer’s contacts in a form the Processor selects, which may include via email or telephone.

D) Availability Control

Infrastructure availability: The infrastructure providers use commercially reasonable efforts to ensure a minimum of 99.95% uptime. The providers maintain a minimum of N+1 redundancy to power, network, and HVAC services.

Fault tolerance: Backup and replication strategies are designed to ensure redundancy and fail-over protections during a significant processing failure. Customer data is backed up to multiple durable data stores and replicated across multiple availability zones.

Online replicas and backups: Where feasible, production databases are designed to replicate data between no less than 1 primary and 1 secondary database. All databases are backed up daily and maintained using at least industry standard methods.

APPENDIX 3 List of Sub-Processors

We use third-party Service Providers to run, monitor and analyse the use of our Service:

• Amazon Web Services, Inc.

Processing takes place in the EU / EEA.

• Google, Inc.

Processing takes place in the EU / EEA.

• Microsoft Corporation

Processing takes place in the EU / EEA.

• Intercom Inc.

Processing takes place in the US. The legal basis for this transfer is the EU Standard Contractual Clauses entered into between Otiga Digital AS as a processor and Data Exporter, and Intercom Inc. as a sub-processor and Data Importer.

• Aktsiaselts Helmes

Processing takes place in the EU / EEA.