This Data Processing DPA (“DPA”) supplements the Terms of Service (the “Agreement”) entered into by and between Customer (as defined in the Agreement) and General Outline, Inc. a Delaware corporation located at 440 N Barranca Ave #6308, Covina, CA, 91723 (“Outline”). By executing the Agreement, Customer enters into this DPA on behalf of itself and, to the extent required under applicable Data Protection Laws (defined below), in the name and on behalf of its Affiliates (defined below), if any. This DPA incorporates the terms of the Agreement, and any terms not defined in this DPA shall have the meaning set forth in the Agreement.

1. Definitions

1.1 “Affiliate” means (i) an entity of which a party directly or indirectly owns fifty percent (50%) or more of the stock or other equity interest, (ii) an entity that owns at least fifty percent (50%) or more of the stock or other equity interest of a party, or (iii) an entity which is under common control with a party by having at least fifty percent (50%) or more of the stock or other equity interest of such entity and a party owned by the same person, but such entity shall only be deemed to be an Affiliate so long as such ownership exists.

1.1 “Authorized Sub-Processor” means a third-party who has a need to know or otherwise access Customer’s Personal Data to enable Outline to perform its obligations under this DPA or the Agreement, and who is either (1) listed in Exhibit B or (2) subsequently authorized under Section 4.2 of this DPA.

1.2 “Customer Account Data” means personal data that relates to Customer’s relationship with Outline, including the names or contact information of individuals authorized by Customer to access Customer’s account and billing information of individuals that Customer has associated with its account. Customer Account Data also includes any data Outline may need to collect for the purpose of managing its relationship with Customer, identity verification, or as otherwise required by Data Protection Laws and regulations.

1.3 “Customer Usage Data” means Service usage data collected and processed by Outline in connection with the provision of the Services, including without limitation data used to identify the source and destination of a communication, activity logs, and data used to optimize and maintain performance of the Services, and to investigate and prevent system abuse.

1.4 “Data Exporter” means Customer.

1.5 “Data Importer” means Outline.

1.6 “Data Protection Laws” means any applicable laws and regulations in any relevant jurisdiction relating to the use or processing of Personal Data including: (i) the California Consumer Privacy Act (“CCPA”), (ii) the General Data Protection Regulation (Regulation (EU) 2016/679) (“EU GDPR” or “GDPR”), (iii) the Swiss Federal Act on Data Protection, (iv) the EU GDPR as it forms part of the law of England and Wales by virtue of section 3 of the European Union (Withdrawal) Act 2018 (the “UK GDPR”); (v) the UK Data Protection Act 2018; and (vi) the Privacy and Electronic Communications (EC Directive) Regulations 2003; in each case, as updated, amended or replaced from time to time. The terms “Data Subject”, “Personal Data”, “Personal Data Breach”, “processing”, “processor,” “controller,” and “supervisory authority” shall have the meanings set forth in the GDPR.

1.7 “EU SCCs” means the standard contractual clauses approved by the European Commission in Commission Decision 2021/914 dated 4 June 2021, for transfers of personal data to countries not otherwise recognized as offering an adequate level of protection for personal data by the European Commission (as amended and updated from time to time).

1.8 “ex-EEA Transfer” means the transfer of Personal Data, which is processed in accordance with the GDPR, from the Data Exporter to the Data Importer (or its premises) outside the European Economic Area (the “EEA”), and such transfer is not governed by an adequacy decision made by the European Commission in accordance with the relevant provisions of the GDPR.

1.9 “ex-UK Transfer” means the transfer of Personal Data, which is processed in accordance with the UK GDPR and the Data Protection Act 2018, from the Data Exporter to the Data Importer (or its premises) outside the United Kingdom (the “UK”), and such transfer is not governed by an adequacy decision made by the Secretary of State in accordance with the relevant provisions of the UK GDPR and the Data Protection Act 2018.

1.10 “Services” shall have the meaning set forth in the Agreement.

1.11 “Standard Contractual Clauses” means the EU SCCs and the UK SCCs.

1.12 “UK SCCs” means the standard contractual clauses approved by the European Commission for transfers of personal data to countries not otherwise recognized as offering an adequate level of protection for personal data by the European Commission, being either (i) controller-to-processor clauses as approved by the European Commission in Commission Decision 2010/87/EU, dated 5 February 2010 (as amended and updated from time to time) (“UK Controller-to-Processor SCCs”); or (ii) controller-to-controller clauses as approved by the European Commission in Commission Decision 2004/915/EC, dated 27 December 2004 (as amended and updated from time to time) (“UK Controller-to-Controller SCCs”).

2. Relationship of the Parties; Processing of Data

2.1 The parties acknowledge and agree that with regard to the processing of Personal Data, Customer may act either as a controller or processor and, except as expressly set forth in this DPA or the Agreement, Outline is a processor. Customer shall, in its use of the Services, process Personal Data, and provide instructions for the processing of Personal Data, in compliance with Data Protection Laws. Customer shall ensure that the processing of Personal Data in accordance with Customer’s instructions will not cause Outline to be in breach of the Data Protection Laws. Customer is solely responsible for the accuracy, quality, and legality of (i) the Personal Data provided to Outline by or on behalf of Customer, (ii) the means by which Customer acquired any such Personal Data, and (iii) the instructions it provides to Outline regarding the processing of such Personal Data. Customer shall not provide or make available to Outline any Personal Data in violation of the Agreement or otherwise inappropriate for the nature of the Services, and shall indemnify Outline from all claims and losses in connection therewith.

2.2 Outline shall not process Personal Data (i) for purposes other than those set forth in the Agreement and/or Exhibit A, (ii) in a manner inconsistent with the terms and conditions set forth in this DPA or any other documented instructions provided by Customer, including with regard to transfers of personal data to a third country or an international organization, unless required to do so by Supervisory Authority to which the Outline is subject; in such a case, the Outline shall inform the Customer of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest, or (iii) in violation of Data Protection Laws. Customer hereby instructs Outline to process Personal Data in accordance with the foregoing and as part of any processing initiated by Customer in its use of the Services.

2.3 The subject matter, nature, purpose, and duration of this processing, as well as the types of Personal Data collected and categories of Data Subjects, are described in Exhibit A to this DPA.

2.4 Following completion of the Services, at Customer’s choice, Outline shall delete Customer’s Personal Data, unless further storage of such Personal Data is required or authorized by applicable law. If destruction is impracticable or prohibited by law, rule or regulation, Outline shall take measures to block such Personal Data from any further processing (except to the extent necessary for its continued hosting or processing required by law, rule or regulation) and shall continue to appropriately protect the Personal Data remaining in its possession, custody, or control. If Outline will be transferring Personal Data outside of the European Union under the Standard Contractual Clauses as described in Section 6 (Transfers of Personal Data), the parties agree that the certification of deletion of Personal Data that is described in Clause 12(1) of the UK SCCs and Clause 8.1(d) and Clause 8.5 of the EU SCCs (as applicable) shall be provided by Outline to Customer only upon Customer’s request.

3. Authorized Sub-Processors

3.1 Customer acknowledges and agrees that Outline may (1) engage its affiliates and the Authorized Sub-Processors listed in Exhibit B (the “List”) to this DPA to access and process Personal Data in connection with the Services and (2) from time to time engage additional third parties for the purpose of providing the Services, including without limitation the processing of Personal Data. By way of this DPA, Customer provides general written authorization to Outline to engage sub-processors as necessary to perform the Services.

3.2 The List may be updated by Outline from time to time. Outline may provide a mechanism to subscribe to notifications of new Authorized Sub-Processors and Customer agrees to subscribe to such notifications if available. At least fifteen (15) days before enabling any third party other than existing Authorized Sub-Processors to access or participate in the processing of Personal Data, Outline will add such third party to the List and notify Customer via email. Customer may object to such an engagement by informing Outline within thirty (30) days of receipt of the aforementioned notice by Customer, provided such objection is in writing and based on reasonable grounds relating to data protection. Customer acknowledges that certain sub-processors are essential to providing the Services and that objecting to the use of a sub-processor may prevent Outline from offering the Services to Customer.

3.3 If Customer reasonably objects to an engagement in accordance with Section 4.2, and Outline cannot provide a commercially reasonable alternative within a reasonable period of time, Customer may discontinue the use of the affected Service by providing written notice to Outline. Discontinuation shall not relieve Customer of any fees owed to Outline under the Agreement.

3.4 If Customer does not object to the engagement of a third party in accordance with Section 4.2 within ten (10) days of notice by Outline, that third party will be deemed an Authorized Sub-Processor for the purposes of this DPA.

4. Security of Personal Data.

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, Outline shall maintain appropriate technical and organizational measures to ensure a level of security appropriate to the risk of processing Personal Data.

5. Transfers of Personal Data

The parties agree that Outline may transfer Personal Data processed under this DPA outside the EEA, the UK, or Switzerland as necessary to provide the Services. Customer acknowledges that Outline’s primary processing operations take place in the United States, and that the transfer of Customer’s Personal Data to the United States is necessary for the provision of the Services to Customer. If Outline transfers Personal Data protected under this DPA to a jurisdiction for which the European Commission has not issued an adequacy decision, Outline will ensure that appropriate safeguards have been implemented for the transfer of Personal Data in accordance with Data Protection Laws.

6. Rights of Data Subjects

6.1 Outline shall, to the extent permitted by law, notify Customer upon receipt of a request by a Data Subject to exercise the Data Subject’s right of: access, rectification, erasure, data portability, restriction or cessation of processing, withdrawal of consent to processing, and/or objection to being subject to processing that constitutes automated decision-making (such requests individually and collectively “Data Subject Request(s)”). If Outline receives a Data Subject Request in relation to Customer’s data, Outline will advise the Data Subject to submit their request to Customer and Customer will be responsible for responding to such request, including, where necessary, by using the functionality of the Services. Customer is solely responsible for ensuring that Data Subject Requests for erasure, restriction or cessation of processing, or withdrawal of consent to processing of any Personal Data are communicated to Outline, and, if applicable, for ensuring that a record of consent to processing is maintained with respect to each Data Subject.

6.2 Outline shall, at the request of the Customer, and taking into account the nature of the processing applicable to any Data Subject Request, apply appropriate technical and organizational measures to assist Customer in complying with Customer’s obligation to respond to such Data Subject Request and/or in demonstrating such compliance, where possible, provided that (i) Customer is itself unable to respond without Outline assistance and (ii) Outline is able to do so in accordance with all applicable laws, rules, and regulations. Customer shall be responsible to the extent legally permitted for any costs and expenses arising from any such assistance by Outline.

7. Actions and Access Requests; Audits

7.1 Outline shall, taking into account the nature of the processing and the information available to Outline, provide Customer with reasonable cooperation and assistance where necessary for Customer to comply with its obligations under the GDPR to conduct a data protection impact assessment and/or to demonstrate such compliance, provided that Customer does not otherwise have access to the relevant information. Customer shall be responsible to the extent legally permitted for any costs and expenses arising from any such assistance by Outline.

7.2 Outline shall, taking into account the nature of the processing and the information available to Outline, provide Customer with reasonable cooperation and assistance with respect to Customer’s cooperation and/or prior consultation with any Supervisory Authority, where necessary and where required by the GDPR. Customer shall be responsible to the extent legally permitted for any costs and expenses arising from any such assistance by Outline.

7.3 Outline shall maintain records sufficient to demonstrate its compliance with its obligations under this DPA, and retain such records for a period of three (3) years after the termination of the Agreement. Customer shall, with reasonable notice to Outline, have the right to review, audit and copy such records at Outline’s offices during regular business hours.

7.4 Upon Customer’s written request at reasonable intervals, and subject to reasonable confidentiality controls, Outline shall, either (i) make available for Customer’s review copies of certifications or reports demonstrating Outline’s compliance with prevailing data security standards applicable to the processing of Customer’s Personal Data, or (ii) if the provision of reports or certifications pursuant to (i) is not reasonably sufficient under Data Protection Laws, allow Customer’s independent third party representative to conduct an audit or inspection of Outline’s data security infrastructure and procedures that is sufficient to demonstrate Outline’s compliance with its obligations under Data Protection Laws, provided that (a) Customer provides reasonable prior written notice of any such request for an audit and such inspection shall not be unreasonably disruptive to Outline’s business; (b) such audit shall only be performed during business hours and occur no more than once per calendar year; and (c) such audit shall be restricted to data relevant to Customer. Customer shall be responsible for the costs of any such audits or inspections, including without limitation a reimbursement to Outline for any time expended for on-site audits. If Customer and Outline have entered into Standard Contractual Clauses as described in Section 6 (Transfers of Personal Data), the parties agree that the audits described in Clause 5(f) and Clause 12(2) of the UK SCCs and Clause 8.9 of the EU SCCs shall be carried out in accordance with this Section 7.4.

7.5 In the event of a Personal Data Breach, Outline shall, without undue delay, inform Customer of the Personal Data Breach and take such steps as Outline in its sole discretion deems necessary and reasonable to remediate such violation (to the extent that remediation is within Outline’s reasonable control).

7.6 In the event of a Personal Data Breach, Outline shall, taking into account the nature of the processing and the information available to Outline, provide Customer with reasonable cooperation and assistance necessary for Customer to comply with its obligations under the GDPR with respect to notifying (i) the relevant Supervisory Authority and (ii) Data Subjects affected by such Personal Data Breach without undue delay.

7.7 The obligations described in Sections 7.5 and 7.6 shall not apply in the event that a Personal Data Breach results from the actions or omissions of Customer. Outline’s obligation to report or respond to a Personal Data Breach under Sections 7.5 and 7.6 will not be construed as an acknowledgement by Outline of any fault or liability with respect to the Personal Data Breach.

8. Outline’s Role as a Controller.

The parties acknowledge and agree that with respect to Customer Account Data and Customer Usage data, Outline is an independent controller, not a joint controller with Customer. Outline will process Customer Account Data and Customer Usage Data as a controller (i) to manage the relationship with Customer; (ii) to carry out Outline’s core business operations, such as accounting, audits, tax preparation and filing and compliance purposes; (iii) to monitor, investigate, prevent and detect fraud, security incidents and other misuse of the Services, and to prevent harm to Customer; (iv) for identity verification purposes; (v) to comply with legal or regulatory obligations applicable to the processing and retention of Personal Data to which Outline is subject; and (vi) as otherwise permitted under Data Protection Laws and in accordance with this DPA and the Agreement. Outline may also process Customer Usage Data as a controller to provide, optimize, and maintain the Services, to the extent permitted by Data Protection Laws. Any processing by Outline as a controller of Customer Usage Data is processed for “contractual necessity”, meaning that Outline needs to process such data to perform under the Agreement, which enables Outline to provide and improve the Services, or in furtherance of the legitimate interests of Outlines. When Outline processes data due to contractual necessity, failure to provide such data, even Personal Data will result in Customer’s inability to use some or all portions of the Services that require such data. From time to time Outline may also need to process Personal Data to comply with a legal obligation, if it is necessary to protect the vital interests of Customer or other data subjects, or if it is necessary for a task carried out in the public interest.

9. Conflict.

In the event of any conflict or inconsistency among the following documents, the order of precedence will be: (1) the applicable terms in the Standard Contractual Clauses; (2) the terms of this DPA; (3) the Agreement; and (4) any other written agreement executed by the parties. Any claims brought in connection with this DPA will be subject to the terms and conditions, including, but not limited to, the exclusions and limitations set forth in the Agreement.

Exhibit A

Details of Processing

Nature and Purpose of Processing: Outline will process Customer’s Personal Data as necessary to provide the Services under the Agreement, for the purposes specified in the Agreement and this DPA, and in accordance with Customer’s instructions as set forth in this DPA.

Duration of Processing: Outline will process Customer’s Personal Data as long as required (i) to provide the Services to Customer under the Agreement; (ii) for Outline’s legitimate business needs; or (iii) by applicable law or regulation. Customer Account Data and Customer Usage Data will be processed and stored as set forth in the Agreement and this DPA.

Categories of Data Subjects: Customer end-users/customers and Customer employees

Categories of Personal Data: Outline processes Personal Data contained in Customer Account Data, Customer Usage Data, and any Personal Data provided by Customer (including any Personal Data Customer collects from its end users and processes through its use of the Services) or collected by Outline in order to provide the Services or as otherwise set forth in the Agreement or this DPA. Categories of Personal Data include name, location, email address, physical address, unique identifiers such as passwords.

Sensitive Data or Special Categories of Data: Refer to Agreement.

Exhibit B

The following includes the information required by Annex I and Annex III of the EU SCCs, and Appendix 1 of the UK SCCs.

1. The Parties

Data exporter(s):

Name: Customer, as stated and defined in the applicable Order (as such term is defined under the Agreement)

Address: Customer’s registered business address and any address provided to Outline at the time that Customer uses the Services.

Contact person’s name, position and contact details: Customer’s contact for the purposes of the SCC’s will be the contact of the person that properly accepts and binds Customer to the Agreement unless another contact person’s information is specifically provided to Outline in writing.

Activities relevant to the data transferred under these Clauses:

Signature and date: The UK SCC’s and EU SCC’s will be considered executed upon Customer’s proper acceptance of the Agreement.

Role: Controller and Processor

Data importer(s):

Name: General Outline, Inc.

Address: hello@getoutline.com

Signature and date:

Date: 01/20/2023

Role: Controller

2. Description of the Transfer

3. Competent Supervisory Authority

The supervisory authority shall be the supervisory authority of the Data Exporter, as determined in accordance with Clause 13.

4. List of Authorized Sub-Processors