Prima Ops Data Privacy Policy

This Data Processing Policy (the “DPP”) covers customers of Prima Ops products and services (“Customer”) and Prima Ops Pte Ltd, and all subsidiaries and affiliates (“Prima Ops”). This policy sets guidelines, standards, and practices for the processing of personal data that Customer uploads or otherwise provides Prima Ops in connection with the services and the processing of any personal data that Prima Ops uploads or otherwise provides to Customer in connection with the services.

This DPP is incorporated into the relevant Prima Ops services agreement attached to or incorporated by reference into the ordering document previously executed by Customer, referred to generically in this DPP as the “Prima Ops Contract”. Collectively, the DPP (including the SCCs, as defined herein), the Prima Ops Contract, and the applicable ordering documents are referred to in this DPP as the “Agreement”. The Prima Ops Contract and applicable ordering document remain unchanged and in full force and effect.

1. DEFINITIONS

“Controller-to-Controller SCCs” means the Standard Contractual Clauses (Controller to Controller Transfers – Set II) in the Annex to the European Commission Decision of December 27, 2004, as may be amended or replaced from time to time by the European Commission.

“Controller-to-Processor SCCs” means the Standard Contractual Clauses (Processors) in the Annex to the European Commission Decision of February 5, 2010, as may be amended or replaced from time to time by the European Commission.

“Customer Personal Data” means Personal Data (i) that Customer uploads or otherwise provides Prima Ops in connection with its use of Prima Ops’s products or services or (ii) for which Customer is otherwise a data controller.

“Data Controller” means Customer.

“Data Processor” means Prima Ops.

“Data Protection Requirements” means the Directive, the General Data Protection Regulation, Local Data Protection Laws, any subordinate legislation and regulation implementing the General Data Protection Regulation, and all Privacy Laws.

“Directive” means the EU Data Protection Directive 95/46/EC (as amended).

“EU Personal Data” means Personal Data the sharing of which pursuant to this Agreement is regulated by the Directive, the General Data Protection Regulation and Local Data Protection Laws.

“General Data Protection Regulation” means the European Union Regulation on the protection of individuals with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC.

“Local Data Protection Laws” means any subordinate legislation and regulation implementing the Directive or the General Data Protection Regulation which may apply to the Agreement.

“Personal Data” means information about an individual that (a) can be used to identify, contact or locate a specific individual, including data that Customer chooses to provide to Prima Ops from services such as applicant tracking systems (ATSs) or customer-relationships management (CRM) services; (b) can be combined with other information that can be used to identify, contact or locate a specific individual; or (c) is defined as “personal data” or “personal information” by applicable laws or regulations relating to the collection, use, storage or disclosure of information about an identifiable individual.

“Personal Data Breach” means any accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Personal Data.

“Privacy Laws” means all applicable laws, regulations, and other legal requirements relating to (a) privacy, data security, consumer protection, marketing, promotion, and text messaging, email, and other communications; and (b) the use, collection, retention, storage, security, disclosure, transfer, disposal, and other processing of any Personal Data.

“Process” and its cognates mean any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.

“SCCs” means all Controller-to-Processor SCCs and Controller-to-Controller SCCs entered into between the parties under the Agreement.

“Subprocessor” means any entity which provides processing services to Prima Ops in furtherance of Prima Ops’s processing on behalf of Customer.

“Supervisory Authority” means an independent public authority which is established by a European Union member state pursuant to Article 51 of the General Data Protection Regulation.

2. NATURE OF DATA PROCESSING

Each party agrees to process Personal Data received under the Agreement only for the purposes set forth in the Agreement. For the avoidance of doubt, the categories of Personal Data processed and the categories of data subjects subject to this DPP are described in Schedule A to this DPP.

3. COMPLIANCE WITH LAWS

The parties shall each comply with their respective obligations under all applicable Data Protection Requirements.

4. CUSTOMER OBLIGATIONS

Customer agrees to:

4.1 Provide instructions to Prima Ops and determine the purposes and general means of Prima Ops’s processing of Customer Personal Data in accordance with the Agreement; and

4.2 Comply with its protection, security and other obligations with respect to Customer Personal Data prescribed by Data Protection Requirements for data controllers by: (a) establishing and maintaining a procedure for the exercise of the rights of the individuals whose Customer Personal Data are processed on behalf of Customer; (b) processing only data that has been lawfully and validly collected and ensuring that such data will be relevant and proportionate to the respective uses; and (c) ensuring compliance with the provisions of this Agreement by its personnel or by any third-party accessing or using Customer Personal Data on its behalf.

5. PRIMA OPS OBLIGATIONS

5.1 Processing Requirements. Prima Ops will:

a. Process Customer Personal Data (i) only for the purpose of providing, supporting and improving Prima Ops’s services (including to provide insights and other reporting), using appropriate technical and organizational security measures; and (ii) in compliance with the instructions received from

Customer. Prima Ops will not use or process the Customer Personal Data for any other purpose. Prima Ops will promptly inform Customer in writing if it cannot comply with the requirements under Sections 5-8 of this DPP, in which case Customer may terminate the Agreement or take any other reasonable action, including suspending data processing operations;

b. Inform Customer promptly if, in Prima Ops’s opinion, an instruction from Customer violates applicable Data Protection Requirements;

c. If Prima Ops is collecting Customer Personal Data from individuals on behalf of Customer, follow Customer’s instructions regarding such Customer Personal Data collection (including with regard to the provision of notice and exercise of choice);

d. Take commercially reasonable steps to ensure that (i) persons employed by it and (ii) other persons engaged to perform on Prima Ops’s behalf comply with the terms of the Agreement;

e. Ensure that its employees, authorized agents and any Subprocessors are required to comply with and acknowledge and respect the confidentiality of the Customer Personal Data, including after the end of their respective employment, contract or assignment;

f. If it intends to engage Subprocessors to help it satisfy its obligations in accordance with this DPP or to delegate all or part of the processing activities to such Subprocessors, (i) obtain the prior written consent of Customer to such subcontracting, such consent to not be unreasonably withheld; (ii) remain liable to Customer for the Subprocessors’ acts and omissions with regard to data protection where such Subprocessors act on Prima Ops’s instructions; and (iii) enter into contractual arrangements with such Subprocessors binding them to provide the same level of data protection and information security to that provided for herein;

g. Upon request, provide Customer with a summary of Prima Ops’s privacy and security policies; and

h. Inform Customer if Prima Ops undertakes an independent security review.

5.2 Notice to Customer. Prima Ops will inform Customer if Prima Ops becomes aware of:

a. Any non-compliance by Prima Ops or its employees with Sections 5-8 of this DPP or the Data Protection Requirements relating to the protection of Customer Personal Data processed under this DPP;

b. Any legally binding request for disclosure of Customer Personal Data by a law enforcement authority, unless Prima Ops is otherwise forbidden by law to inform Customer, for example to preserve the confidentiality of an investigation by law enforcement authorities;

c. Any notice, inquiry or investigation by a Supervisory Authority with respect to Customer Personal Data; or

d. Any complaint or request (in particular, requests for access to, rectification or blocking of Customer Personal Data) received directly from data subjects of Customer. Prima Ops will not respond to any such request without Customer’s prior written authorization.

5.3 Assistance to Customer. Prima Ops will provide reasonable assistance to Customer regarding:

a. Any requests from Customer data subjects in respect of access to or the rectification, erasure, restriction, portability, blocking or deletion of Customer Personal Data that Prima Ops processes for Customer. In the event that a data subject sends such a request directly to Prima Ops, Prima Ops will promptly send such request to Customer;

b. The investigation of Personal Data Breaches and the notification to the Supervisory Authority and Customer’s data subjects regarding such Personal Data Breaches; and

c. Where appropriate, the preparation of data protection impact assessments and, where necessary, carrying out consultations with any Supervisory Authority.

5.4 Required Processing. If Prima Ops is required by Data Protection Requirements to process any Customer Personal Data for a reason other than providing the services described in the Agreement, Prima Ops will inform Customer of this requirement in advance of any processing, unless Prima Ops is legally prohibited from informing Customer of such processing (e.g., as a result of secrecy requirements that may exist under applicable EU member state laws).

5.5 Security. Prima Ops will:

a. Maintain appropriate organizational and technical security measures (including with respect to personnel, facilities, hardware and software, storage and networks, access controls, monitoring and logging, vulnerability and breach detection, incident response, encryption of Customer Personal Data while in transit and at rest) to protect against unauthorized or accidental access, loss, alteration, disclosure or destruction of Customer Personal Data;

b. Be responsible for the sufficiency of the security, privacy, and confidentiality safeguards of all Prima Ops personnel with respect to Customer Personal Data and liable for any failure by such Prima Ops personnel to meet the terms of this DPP;

c. Take reasonable steps to confirm that all Prima Ops personnel are protecting the security, privacy and confidentiality of Customer Personal Data consistent with the requirements of this DPP; and

d. Notify Customer of any Personal Data Breach by Prima Ops, its Subprocessors, or any other third-parties acting on Prima Ops’s behalf without undue delay.

6. AUDIT

6.1 Supervisory Authority Audit. If a Supervisory Authority requires an audit of the data processing facilities from which Prima Ops processes Customer Personal Data in order to ascertain or monitor Customer’s compliance with Data Protection Requirements, Prima Ops will cooperate with such audit. Customer is responsible for all costs and fees related to such audit, including all reasonable costs and fees for any and all time Prima Ops expends for any such audit, in addition to the rates for services performed by Prima Ops.

7. DATA TRANSFERS

For transfers of EU Personal Data to Prima Ops for processing by Prima Ops in a jurisdiction other than a jurisdiction in the EU, the EEA, or the European Commission-approved countries providing ‘adequate’ data protection, Prima Ops agrees it will (a) provide at least the same level of privacy protection for EU Personal Data as required under the U.S.-EU and U.S.-Swiss Privacy Shield frameworks. If data transfers under Section 7 of this DPP rely on Controller-to-Processor SCCs to enable the lawful transfer of EU Personal Data, as set forth in the preceding sentence, the parties agree that data subjects for whom a Prima Ops entity processes EU Personal Data are third-party beneficiaries under the Controller-to-Processor SCCs. If Prima Ops is unable or becomes unable to comply with these requirements, then EU Personal Data will be processed and used exclusively within the territory of a member state of the European Union and any movement of EU Personal Data to a non-EU country requires the prior written consent of Customer. Prima Ops shall promptly notify Customer of any inability by Prima Ops to comply with the provisions of this Section 7.

8. DATA RETURN AND DELETION

The parties agree that on the termination of the data processing services or upon Customer’s reasonable request, Prima Ops shall, and shall cause any Subprocessors to, at the choice of Customer, return all the Customer Personal Data and copies of such data to Customer or securely destroy them and demonstrate to the satisfaction of Customer that it has taken such measures, unless Data Protection Requirements prevent Prima Ops from returning or destroying all or part of the Customer Personal Data disclosed. In such case, Prima Ops agrees to preserve the confidentiality of the Customer Personal Data retained by it and that it will only actively process such Customer Personal Data after such date in order to comply with applicable laws.

9. CONTROLLER-TO-CONTROLLER SCENARIOS

Each party will, to the extent that it, along with the other party, acts as data controller, as the term is defined in applicable Data Protection Requirements, with respect to Personal Data, reasonably cooperate with the other party to enable the exercise of data protection rights as set forth in the General Data Protection Regulation and in other Data Protection Requirements. Where both parties each act as data controller with respect to Personal Data, and the transfer of data between the parties results in a transfer of EU Personal Data to a jurisdiction other than a jurisdiction in the EU, the EEA, or the European Commission-approved countries providing ‘adequate’ data protection, each party agrees it will (a) provide at least the same level of privacy protection for EU Personal Data as required under the U.S.-EU and U.S.-Swiss Privacy Shield frameworks; or (b) use the Controller-to-Controller SCCs, which are incorporated herein by reference. If data transfers under this DPP rely on Controller-to-Controller SCCs to enable the lawful transfer of Personal Data, as set forth in the preceding sentence, the parties agree that the following terms apply: (i) Data subjects for whom a Customer processes EU Personal Data are third-party beneficiaries under the Controller-to-Controller SCCs; (ii) Schedule A to this DPP shall apply as Annex B of the Controller-to-Controller SCCs; and (iii) for purpose of Section II(h), the data importer will process the EU Personal Data, at its option, in accordance with “the relevant provisions of any Commission decision pursuant to Article 25(6) of Directive 95/46/EC, where the data importer complies with the relevant provisions of such an authorisation or decision and is based in a country to which such an authorisation or decision pertains, but is not covered by such authorisation or decision for the purposes of the transfer(s) of the personal data.” The parties acknowledge and agree that each is acting independently as Data Controller with respect of Personal Information and the parties are not joint controllers as defined in the General Data Protection Regulation.

10. THIRD PARTY DATA PROCESSORS

Customer acknowledges that in the provision of some services (such as ATSs and CRMs), Prima Ops, on receipt of instructions from Customer, may transfer Customer Personal Data to and otherwise interact with third party data processors. Customer agrees that if and to the extent such transfers occur, Customer is responsible for entering into separate contractual arrangements with such third party data processors binding them to comply with obligations in accordance with Data Protection Requirements. For avoidance of doubt, such third party data processors are not Subprocessors.

11. TERM

This DPP shall remain in effect as long as Prima Ops carries out Personal Data processing operations on behalf of Customer or until the termination of the Prima Ops Contract (and all Personal Data has been returned or deleted in accordance with Section 8 above).

12. GOVERNING LAW, JURISDICTION, AND VENUE

Notwithstanding anything in the Agreement to the contrary, this DPP shall be governed by the laws of Singapore, and any action or proceeding related to this DPP (including those arising from non contractual disputes or claims) will be brought in Singapore.

SCHEDULE A

ANNEX B – DESCRIPTION OF THE TRANSFER

1. Data Subjects. The personal data transferred concern the following categories of data subjects:

Depending on the services used by the data exporter:

▪ Potential and actual candidates and employees of the data exporter;

▪ Sales and marketing leads of the data exporter; and

▪ Third parties that have, or may have, a commercial relationship with the data exporter (e.g. advertisers, customers, corporate subscribers and contractors).

2. Purposes of the Transfer. The transfer is made for the following purposes:

The transfer is intended to enable the data exporter to determine the purposes and means of the processing of personal data obtained through data importer’s products to support the sales, recruiting, marketing, educational, or other business practices of the data exporter.

3. Categories of Data. The personal data transferred concern the following categories of data:

The data transferred is the personal data provided by the data exporter to the data importer in connection with its use of Prima Ops Ireland’s online recruiting, sales, marketing and/or learning services, referred to as Customer Personal Data in the Prima Ops Subscription Agreement. Such personal data may include first name, last name, email address, contact information, education and work history provided in resumes, CRM data concerning sales leads and customer lists, and any notes provided by the data exporter regarding the foregoing.

4. Recipients. The personal data transferred may be disclosed only to the following recipients or categories of recipients:

Employees and other representatives of the data importer who have a legitimate business purpose for the processing of such personal data.

5. Sensitive Data (if appropriate). The personal data transferred concern the following categories of sensitive data:

None.

6. Data Protection Registration Information of Data Exporter (where applicable).

None.

7. Additional Useful Information (storage limits and other relevant information).

The personal data transferred between the parties may only be retained for the period of time permitted under the Agreement. The parties agree that each party will, to the extent that it, along with the other party, acts as a data controller with respect to Personal Data, reasonably cooperate with the other party to enable the exercise of data protection rights as set forth in the Data Protection Requirements.