Schedule C

Semasio Data Protection Addendum (“DPA”)

Last Updated August 3, 2023

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Section 1

Scope

1.1

This Data Protection Addendum (“DPA”) includes this cover page, the Data Protection Terms, and the additional Schedules listed below which form an integral part of this DPA and are incorporated herein by reference:

Data Protection Terms

Additional Schedules

Global Data Protection Addendum

Platform Schedule A (Contextual Segments or CAX Contextual Segments)

EEA Data Protection Addendum

Platform Schedule B (Audience Segments)

APAC Data Protection Addendum

Any Order Form executed by the Parties, including all attachments thereto

State Privacy Law Addendum

Annex A (Purposes of Processing)

1.2

Unless otherwise defined in applicable Data Protection Laws or this DPA, all capitalized terms used in the DPA will have the meanings ascribed to them in the Agreement.

1.3

This DPA will be interpreted and construed consistently with applicable Data Protection Laws. Where this DPA uses terms that are defined in applicable Data Protection Laws, those terms shall have the same meaning and shall be read and interpreted in light of the provisions of Data Protection Laws as applied to Personal Data in the relevant Territory. This DPA shall not be interpreted in a way that conflicts with rights and obligations provided for in applicable Data Protection Laws.

1.4

This DPA does not prevent the Parties from agreeing on additional clauses or safeguards, provided they do not contradict, directly or indirectly, this DPA or prejudice the rights or freedoms of data subjects.

1.5

Company shall not provide any Company Data originating from or protected by laws in a jurisdiction other than the Territories disclosed in the Order Form as may be updated by the Parties from time to time.

1.6

In the event of a conflict between this DPA and any provision of the Terms or any Order Form, this DPA shall prevail, unless the Parties expressly agree to modify or deviate from the DPA in a writing signed by the authorised representatives of each Party that makes specific reference to the clause or provision of this DPA to be modified.

1.7

If any variation is required to this DPA as a result of a change in Data Protection Law, then either Party may provide written notice to the other Party of that change in law. The Parties will discuss and negotiate in good faith any necessary variations to this DPA to address such changes provided that any such changes will only be effective if agreed in accordance with section 11.15 of the Terms.

1.8

Except as otherwise required by applicable Data Protection Laws or as set forth in this Section, the governing law and jurisdiction shall be the same as set out in the Terms, without regard to conflict of laws principles. Disputes or claims arising out of or relating to the processing of Personal Data subject to:

  1. a State Privacy Law shall be governed by the laws of the applicable state, provided that the exclusive place of jurisdiction for all disputes arising out of or in connection with a State Privacy Law shall be the state and federal courts of New York County, New York unless required by Applicable Laws;
  2. the EEA/UK data protection addendum shall be governed by the governing law, and disputes in connection therewith shall be subject to the exclusive jurisdiction of the courts, of (i) Germany should Company be based in the European Union (EU) or European Economic Area (EEA); (ii) the United Kingdom (London) should Company be based in the United Kingdom; and
  3. the APAC data protection addendum shall be governed by the governing law, and disputes in connection therewith shall be subject to the exclusive jurisdiction of Singapore, should Company be based in the Asia Pacific region.