Vera Health Data Processing Agreement

This Data Processing Agreement ("Agreement") forms part of the Vera Health Terms of Use (https://www.verahealth.ai/terms) (or similar agreement for provision of services by the Data Processor, in any such case, the "Principal Agreement") between the company signing this Agreement below (the "Company") and Veracity-Health Inc., a Delaware corporation (the "Data Processor" or "Vera Health") (together as the "Parties").

WHEREAS:

(a) The Company acts as a Data Controller.

(b) Company wishes to subcontract certain Services, which imply the processing of personal data, to the Data Processor.

(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 applicable Data Protection Laws.

(d) The Parties wish to lay down their rights and obligations.

IT IS AGREED AS FOLLOWS:

2. Definitions and Interpretation

2.1. Unless otherwise defined herein, capitalized terms and expressions used in this Agreement shall have the following meaning:

2.1.1. "Agreement" means this Data Processing Agreement and all Schedules;

2.1.2. "Applicable Laws" means the laws of any jurisdiction to the extent applicable to the businesses of a Contracted Processor or Company;

2.1.3. "Company Personal Data" means any Personal Data Processed by a Contracted Processor on behalf of Company pursuant to or in connection with the Principal Agreement;

2.1.4. "Contracted Processor" means Data Processor or a Subprocessor;

2.1.5. "Data Protection Laws" means EU Data Protection Laws and, to the extent applicable, the data protection or privacy laws of any other country;

2.1.6. "Data Transfer" means:

(a) a transfer of Company Personal Data from the Company to a Contracted Processor; or

(b) an onward transfer of Company Personal Data from a Contracted Processor to a Subcontracted Processor, or between two establishments of a Contracted Processor,

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);

2.1.7. "EEA" means the European Economic Area;

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means EU Directive 95/46/EC, as transposed into domestic legislation of each Member State and as amended, replaced or superseded from time to time, including by the GDPR and laws implementing or supplementing the GDPR;

2.1.9. "EU SCCs" means the contractual clauses annexed to the European Commission's Implementing Decision 2021/914 of 4 June 2021 on standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council.

2.1.10. "GDPR" means EU General Data Protection Regulation 2016/679 and, as used in this Agreement, also includes the UK GDPR, as defined in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018;

2.1.11. "Schedules" means Schedule 1 to this Agreement.

2.1.12. "Services" means the AI for healthcare professionals and related services the Data Processor provides.

2.1.13. "Standard Contractual Clauses" means the EU SCCs or the UK SCCs, as applicable.

2.1.14. "Subprocessor" means any person appointed by or on behalf of Data Processor to process Personal Data on behalf of the Company in connection with the Agreement.

2.1.15. "UK SCCs" means the International Data Transfer Addendum to the EU Commission Standard Contractual Clauses as issued by the Information Commissioner's Office and approved as of 21 March 2022.

2.1.16. 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.

3. Processing of Company Personal Data

3.1. Data Processor shall:

3.1.1. comply with all applicable Data Protection Laws in the Processing of Company Personal Data; and

3.1.2. not Process Company Personal Data other than on the relevant Company's documented instructions.

3.2. The Company instructs Data Processor to process Company Personal Data for the provision of Services pursuant to the Principal Agreement.

3.3. The types of Personal Data and categories of Data Subjects Processed are specified in Schedule 1 of this Agreement.

4. Data Processor Personnel

Data 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 Principal Agreement, 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.

5. Security

5.1. 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, Data 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 and those referenced in Data Processor's Privacy Policy (https://www.verahealth.ai/privacy).

5.2. In assessing the appropriate level of security, Data Processor shall take account in particular of the risks that are presented by Processing, in particular from a Personal Data Breach.

6. Subprocessing

6.1. Subject to section 5.2, Data Processor may subcontract any Processing activities to those Subprocessors already engaged by Data Processor at the date of commencement of this Agreement and the Parties agree that Data Processor may engage another Subprocessor (or any replacement) to carry out any Processing activities in respect of the Personal Data at any time upon reasonable notice to the Company. A current Subprocessors list is available from Vera Health upon request.

6.2. Data Processor will ensure that any Subprocessor it engages to provide the services on its behalf in connection with the Principal Agreement does so only on the basis of a written contract which imposes on such Subprocessor terms substantially no less protective in respect of Personal Data than those imposed on Data Processor in this Agreement ("Adequate Terms"). Data Processor shall procure the performance by such Subprocessor of the Adequate Terms and shall be liable to Company for any breach by such Subprocessor of any of the Adequate Terms.

7. Data Subject Rights

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

7.2. Data Processor shall:

7.2.1. promptly notify Company if it receives a request from a Data Subject under any Data Protection Laws in respect of Company Personal Data; and

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

8. Personal Data Breach

8.1. Data Processor shall notify Company without undue delay upon Data 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.

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

9. Data Protection Impact Assessment and Prior Consultation

Data 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 Laws, 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.

10. Deletion or Return of Company Personal Data

10.1. Subject to this section 9 Data 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.

10.2. Data Processor shall provide written certification to Company that it has fully complied with this section 9 within 10 business days of the Cessation Date.

11. Audit Rights

11.1. Subject to this section 10, Data 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.

11.2. 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 Laws.

12. Data Transfer

12.1. To the extent that Personal Data is Processed outside (a) the EU and/or the European Economic Area (EEA), or (b) the UK, the terms of the transfer of such Personal Data shall be governed by the applicable Standard Contractual Clauses.

12.2. The Standard Contractual Clauses referenced in section 11.2 are hereby incorporated into this Agreement if (and only if) such transfer would be prohibited by the Data Protection Laws in the absence of the parties agreeing to such Standard Contractual Clauses.

13. General Terms

13.1. 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:

(a) disclosure is required by Applicable Law;

(b) the relevant information is already in the public domain.

13.2. 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 signature blocks of this Agreement at such other address as notified from time to time by the Parties changing address.

14. Governing Law and Jurisdiction

14.1. This Agreement is governed by the laws of the jurisdiction stipulated in the Principal Agreement.

14.2. The courts in the jurisdiction stipulated in the Principal Agreement shall have exclusive jurisdiction to hear any dispute or other issue arising out of, or in connection with, this Agreement, except where otherwise required by applicable Data Protection Laws or by the jurisdictional provisions set forth in the applicable Standard Contractual Clauses.

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IN WITNESS WHEREOF, this Agreement is entered into with effect from the date first set out below.

COMPANY

Signature:                                                           

Name:                                                                

Title:                                                                 

Date Signed:                                                        

Company Address for Notice:                                  

Email:                                                                 

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DATA PROCESSOR – VERACITY-HEALTH INC.

Signature:                                                           

Name:                                                                

Title:                                                                 

Date Signed:                                                        

Data Processor Address for Notice:

Veracity-Health Inc.\ 2261 Market Street, Suite 22644\ San Francisco, California 94114 USA

Email: security@verahealth.ai

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Schedule 1 to Vera Health Data Processing Agreement

*(Personal Data Types and Categories of Data Subjects)*