MedRx DATA PROCESSING ADDENDUM

Last Revised: 11/09/2021

This Data Processing Addendum (hereinafter the “Addendum”) is entered into on the effective date of the Terms (as defined below) between

MedRx, Inc., a company incorporated in the United States of America whose registered office is at 1200 Starkey Rd Ste. 105, Largo, FL 33771 (“MedRx”), or if in EU DGS Diagnostics A/S, Audiometer Alle 1 5500 Middelfart, Denmark.

and

The customer of the MedRx Product and Services (“Customer”),

together the “parties”.

BACKGROUND AND SCOPE

MedRx and the Customer desire to enter into the MedRx Terms of Use (the “Terms”) for HearingBI and

MedRx and the Customer have agreed to enter into this Addendum to the Terms in relation to data processing whereby the Customer shall be the data controller and MedRx shall be a data processor in relation to all Customer Personal Information.

The definitions used in this Addendum are set out as Appendix 1.1.

The categories of Customer Personal Information to be processed by MedRx and the processing activities to be performed under this Addendum are set out in Appendix 1.2 to this Addendum.

OBLIGATIONS OF THE CUSTOMER AS DATA CONTROLLER

The Customer is the controller of the personal data which MedRx processes on behalf of the Customer.

It is the Customer’s responsibility to ensure that MedRx can process the personal data on behalf of the Customer in accordance with all applicable law and local rules. The Customer has the rights and obligations stated in this Addendum.

OBLIGATIONS OF MEDRX AS DATA PROCESSOR

MedRx agrees to:

• only process Customer Personal Information for and on behalf of the Customer, in accordance with the instructions set out below or as otherwise given by the Customer from time to time. MedRx shall notify the Customer if it is required by applicable law to process Customer Personal Information other than in accordance with those instructions, and shall inform the Customer of the relevant legal requirement before undertaking such processing (unless the relevant legal requirement prohibits the provision of such information on important grounds of public interest);
• ensure that those of its personnel who are involved in processing Customer Personal Information are bound by appropriate obligations of confidentiality;
• implement and maintain appropriate technical and organizational security measures to safeguard Customer Personal Information from unauthorized or unlawful processing or accidental loss, damage or destruction;
• taking into account the nature of the processing and the information available to MedRx, provide reasonable assistance to the Customer in ensuring compliance with its obligations under the GDPR in relation to security, data breach notification, data protection impact assessments and prior consultation with a supervisory authority and the fulfilment of data subject’s rights, where applicable from time to time;
• upon written request, make available to the Customer such records as the Customer may reasonably require from time to time to demonstrate compliance by MedRx with its obligations under this Addendum. In addition, MedRx agrees to permit an audit to be conducted of its facilities no more than once per year, by the Customer or the Customer’s representatives (bound by appropriate obligations of confidentiality), provided such an audit is carried out: (i) upon ten (10) business days’ prior, written notice to MedRx and during MedRx’s normal business hours; (ii) in a manner that causes minimal disruption to MedRx’s business and excludes from its scope any internal pricing information, information relating to other customers of MedRx or other MedRx’s own internal reports; and (iii) at the Customer’s own cost; and
• MedRx must assist the Customer with meeting the other obligations that may be incumbent on the Customer according to EU or EU Member State law, if applicable, where the assistance of the MedRx is implied, and where the assistance of the MedRx is necessary for the Customer to comply with its obligations. This includes, but is not limited to, upon request, to provide the Customer with all necessary information about a Security Breach (as defined below) and all necessary information for an impact assessment in accordance with article 35 and 36 of the GDPR.
• MedRx shall notify the Customer – and a supervisory authority, if applicable – without undue delay and in any event within 96 hours of becoming aware of any accidental, unauthorized, or unlawful destruction, loss, alteration, or disclosure of, or access to, Customer Personal Information (“Security Breach“). MedRx shall provide Customer information related to the Security Breach as is known to MedRx regarding the nature of the breach, the categories and approximate number of data subjects and records concerned.
• Nothing in this Addendum shall prevent either party from complying with any legal obligation imposed by a regulator or court. Each party shall however, where possible, discuss with the other party the appropriate response to any request from a regulator or court for disclosure of information.

INSTRUCTIONS

• MedRx may not process or use the Customer’s personal data for any other purpose than provided for in this Addendum and hereby acknowledged and accepted by the Customer on the Customer’s specific written instructions, including the transfer of personal data to any third country or an international organization, unless MedRx is required to do so according to the European Union or member state law, if applicable. In that case, MedRx shall inform the Customer in writing of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest.
• If MedRx is subject to legislation of a third country, MedRx declares not to be aware of the mentioned legislation preventing MedRx from fulfilling the Agreement, and that MedRx will notify the Customer in writing without undue delay, if MedRx becomes aware of that such hindrance is present or will occur.
• MedRx can solely process personal data outside the scope of the instructions acknowledged by the Customer or otherwise instructed if this is required by mandatory EU law or national legislation. MedRx shall inform the Customer of such reason, unless such notification would be in breach of EU or EU Member state law.