Digital Consolidation Platform

This Agreement to Use bt360, a Digital Consolidation Platform, (this “Agreement”) governs use of bt360, including, but not limited to, its associated websites (such as www.bulltick360.com) and mobile applications (collectively, the “Platform”) and is between Bulltick Financial Services, LLC (collectively, “Bulltick”) and users of the Platform. By using the Platform or by clicking on “I Agree” or a similar attestation presented by Bulltick in connection with this Agreement, you agree to the terms of this Agreement.

PLEASE READ THIS AGREEMENT CAREFULLY. BY ACCESSING OR USING THE SOFTWARE (AS DEFINED HEREIN), YOU ACCEPT THIS AGREEMENT IN WHOLE, WITHOUT ANY AMENDMENTS OR MODIFICATIONS, AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS DESCRIBED HEREIN AND ALL TERMS, POLICIES AND GUIDELINES INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT USE THE PLATFORM.

You acknowledge and agree that Bulltick may modify this Agreement at any time by posting the revised Agreement in the Platform. Such modifications will be effective immediately upon posting. You expressly agree to such form of notification and waive any right to receive individual notice of such modifications. Unless stated otherwise, any new features or enhancements to the Platform shall be subject to this Agreement in addition to any terms that may be applicable. You are responsible for regularly reviewing this Agreement and any amendments or modifications hereto. If you do not agree to the amended terms, you must stop using the Platform. Continued use of the Platform after any changes take effect will constitute your acceptance of such changes.

If you accept this Agreement including all of its terms, please click on the “Accept” button. You may also wish to print out a copy of this Agreement for your records. If you do not accept this Agreement, you will not be able to access the Platform.

1. LIMITED LICENSE

Pursuant to the terms of this Agreement, Bulltick, via the Platform, provides you with electronic access to view and modify your Platform account, and other Platform account(s) which you are authorized to access (collectively, the “Account”). Subject to the terms and conditions of this Agreement, Bulltick hereby grants you a limited, non-exclusive, non-transferable license to use the Platform for use solely in connection with your Account. No ownership or other rights or licenses of any kind are granted by Bulltick to your hereunder with respect to the Platform. You shall use the Platform solely in accordance with the limited license granted in the paragraph and as otherwise contemplated herein. You acknowledge that the Platform is protected by intellectual property rights of Bulltick or its third-party vendors or licensors (as applicable) and you have no rights to transfer or reproduce the Platform or prepare any derivative works with respect to, or disclose confidential information pertaining to, the Platform. Under no circumstances shall you be deemed to receive title to any portion of the Platform, title to which at all times shall vest exclusively in Bulltick.

2. ACCESS CREDENTIALS; BULLTICK PERSONNEL

A. When you register to use the Platform, you will be asked to provide information by which you can be identified, which may include one or more of a user name, password, and/or identifiers derived from your biometric information, which, along with information provided to you by Bulltick, you will use for the purpose of accessing the Platform (collectively, your “Access Credentials”). You should maintain your Access Credentials as highly confidential.

B. Your Access Credentials are for your personal use only and you are responsible for their confidentiality and all acts, omissions, and statements made while your Access Credentials are being used to access the Platform by you or someone to whom you provided your Access Credentials. Bulltick is not responsible for any breach of security caused by your failure to maintain the confidentiality of your Access Credentials.

C. You may grant Access Credentials to trusted persons through the Platform (“Credential Holders”). Bulltick is not responsible for any breach of security caused by other persons to whom you grant Access Credentials.

D. We have a dedicated support team (the “Bulltick Personnel”) whose goal is to support you in the use of the Platform. You may authorize Bulltick Personnel to access and edit your Account, by providing such permission through the Platform. You may revoke such authorization at anytime.

E. By authorizing the Account access described in C. and D. above, you agree that Credential Holders and Bulltick Personnel, as applicable, may view and edit your Account Information, which includes sensitive financial information. In the event you grant access to Credential Holders or Bulltick Personnel, you hereby absolutely and unconditionally release and forever discharge Bulltick and its affiliate, parent and subsidiary companies, insurers, indemnitors, successors and assigns thereof, together with all of the present and former directors, managers, officers, representatives, agents and employees of any of the foregoing (“Bulltick Affiliates”), from any and all claims, demands or causes of action of any kind, nature or description, which you may have as a result of such access or editing of your Account by a Credential Holder or Bulltick Personnel, or any related actions or omissions, such as the mishandling, loss or dissemination of your personal financial information or other data.

3. ELECTRONIC COMMUNICATION

You consent to our using your email address to send you service-related notices, including any notices required by law, in lieu of communication by postal mail.

You may opt out of certain communications from us by contacting us at bt360@bulltick.com. Opting out may prevent you from receiving email messages regarding updates, improvements, special features, announcements, or the like. You may not opt out of service-related emails.

The Platform permits you to communicate electronically with Bulltick. You will not use the Platform or electronic communications to give Bulltick any instructions related to placing orders to purchase or sell securities, transferring funds, or giving Bulltick any time-sensitive instructions. As noted elsewhere in this Agreement, the Platform is not for trading. Bulltick is not liable for any damages or costs incurred as a result of not acting on instructions you provide in any electronic message you send to Bulltick.

4. YOUR OBLIGATIONS

A. You will not use, or attempt to use, the Platform if you do not agree to the terms of this Agreement.

B. Except as may be required for your own personal use, you will keep confidential, and will not reproduce, transmit, sell, display, distribute, publish, broadcast, circulate, modify, disseminate, re- disseminate or commercially exploit, the data, information or services provided under this Agreement or through the Platform.

C. You will immediately notify Bulltick, when and if you have knowledge that there has been unauthorized use of the Platform in connection with your Access Credentials or the Account.

D. You will immediately notify Bulltick if there is a mistake or discrepancy in the Account balances or security positions.

E. All notifications to Bulltick pertaining to this Agreement shall be emailed to bt360@bulltick.com.

F. To access the Platform, you will use the type of hardware, including, without limitation, computers, modems, hard disks, mobile devices, and telephone connection equipment ("Hardware") and software ("Software"), sufficient to allow secure use of the Platform. You are responsible for the installation, maintenance, security, costs and operation of the Hardware and Software you use to access the Platform.

G. You warrant that you own or are otherwise authorized to use any and all Hardware and Software you use to access the Platform.

H. You will not:

i. provide untrue, inaccurate or incomplete information about yourself via the Platform;

ii. access or use the Platform for an illegal, fraudulent, malicious or defamatory purpose;

iii. take steps or actions that could or do undermine the security, integrity, effectiveness, goodwill or connectivity of the Platform (including illegal, fraudulent, malicious, defamatory or other activities that threaten to harm or cause harm to any other person); or

iv. derive or attempt to derive the source code, source files, or structure of all or any portion of the Software by any form of reverse engineering, disassembly, or decompilation and shall not access the Platform in order to (a) build a product or service that is directly or indirectly competitive with the Platform or (b) copy any ideas, features, functions or graphics of the Platform.

The foregoing prohibits (i) the use of any robot, spider, scraper, deep link or other similar automated data gathering or extraction tools, program, algorithm or methodology to access, acquire, copy or monitor the Platform or any portion of the Platform, without Bulltick’s express written consent, which may be withheld in Bulltick’s sole discretion or (ii) posting or transmiting any file which contains viruses, worms, Trojan horses or any other contaminating or destructive features, or that otherwise with the proper working of the Platform.

5. SUITABILITY AND COMPLIANCE WITH LAW; PROPERTY RIGHTS IN INFORMATION AND SERVICES

A. The Platform is provided by Bulltick for your personal use only.

B. Bulltick does not provide investment, legal or tax advice via the Platform. Nothing in the Platform is a solicitation or recommendation to buy or sell any security, financial product, or instrument or that any such security, financial product, or instrument is suitable for you. The Platform is designed to provide account and financial information, and is not for trading. The Platform, and information provided through the Platform, is not to be construed as a recommendation; or an offer to buy or sell; or the solicitation of an offer to buy or sell any security, financial product, or instrument.

Brokerage, advisory and insurance services are only offered to clients of Bulltick, LLC, Bulltick Wealth Management, LLC and Bulltick Insurance Agency, LLC. Your election to engage such services are subject to your acceptance of a separate written client agreement that allocate separate sets of rights and obligations between you and the applicable entity.

You agree that you are responsible for your own investment research and investment decisions, that the Platform is only one of many tools you may use as part of a comprehensive investment education process, and that you should not and will not rely on the Platform as the primary basis of your investment decisions. Bulltick will not be liable for decisions or actions you take or authorize third parties take on your behalf based on information you receive or view via the Platform.

C. The Platform is the property of Bulltick or its licensors.

D. Transmission or use of any material in violation of this Agreement, or any applicable law, rule or regulation (whether of the United States or other countries), or the rights of any third party, is prohibited.

This includes, but is not limited to, copyrighted material, material which is defamatory, threatening, obscene, lewd and indecent, material protected by trademark, trade secret or patent laws, or material(s) that results in an invasion of privacy.

E. Bulltick has not verified information and data provided through the Platform, including market data and data incorporated into the Platform from third party providers, and does not represent that such information and date is accurate, current, or complete, and it should not be relied upon as such. You indemnify and hold harmless Bulltick and Bulltick Affiliates in connection with losses, damages, or costs which result from your reliance on such data.

6. DISCLAIMER OF WARRANTIES AND LIMITATIONS OF LIABILITY REGARDING THE PLATFORM AND INFORMATION PROVIDED THROUGH THE PLATFORM

A. BULLTICK HEREBY EXPRESSLY DISCLAIM ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND ERROR-FREE AND UNINTERRUPTED SERVICES.

B. INFORMATION AVAILABLE THROUGH THE PLATFORM, AND IN MESSAGES DISSEMINATED VIA THE PLATFORM, IS NOT GUARANTEED AND BULLTICK AND BULLTICK AFFILIATES SHALL NOT HAVE ANY RESPONSIBILITY FOR DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, OR OTHER DAMAGES YOU INCUR AS A RESULT OF YOUR RELIANCE ON ANY SUCH INFORMATION, OR FOR THE RELIABILITY, ACCURACY, COMPLETENESS, SEQUENCE OR TIMELINESS THEREOF.

C. BULLTICK DOES NOT WARRANT, GUARANTY OR MAKE ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, OR ASSUME ANY LIABILITY TO YOU REGARDING (i) THE USE OR THE RESULTS OF THE USE OF THE INFORMATION AVAILABLE THROUGH THE PLATFORM, INCLUDING, WITHOUT LIMITATION, ANY FINANCIAL RESULTS BASED ON USE OF ANY SUCH INFORMATION OR ANY DELAY OR LOSS OF USE OF THE INFORMATION, OR (ii) SYSTEM PERFORMANCE AND EFFECTS ON OR DAMAGES TO SOFTWARE OR HARDWARE IN CONNECTION WITH ANY USE OF THE PLATFORM OR INFORMATION CONTAINED IN IT.

D. BULLTICK SHALL NOT BE LIABLE FOR ANY HARM CAUSED BY THE TRANSMISSION THROUGH THE PLATFORM OF A COMPUTER VIRUS OR OTHER COMPUTER CODE OR PROGRMMMING DEVICE THAT MIGHT BE USED TO ACCESS, MODIFY, DELETE, DAMAGE, CORRUPT, DEACTIVATE, DISABLE, DISRUPT OR OTHERWISE IMPEDE IN ANY MANNER THE AVAILABILITY OF THE PLATFORM OR ANY OF YOUR SOFTWARE, HARDWARE, DATA OR PROPERTY, INCLUDING, BUT NOT LIMITED TO, THE INTERCEPTION OF ANY OF YOUR PERSONAL FINANCIAL INFORMATION. BULLTICK SHALL NOT BE RESPONSIBLE FOR, AND MAKES NO WARRANTIES REGARDING, THE ACCESS, SPEED OR AVAILABILITY OF INTERNET OR NETWORK SERVICES.J

E. BULLTICK MAKES NO REPRESENTATION REGARDING, AND ASSUMES NO LIABILITY FOR, THE QUALITY, SAFETY, ACCURACY OR SUITABLITY OF ANY INFORMATION OR SOFTWARE FOUND ON ANY INTERNET SITE NOT UNDER THE CONTROL OF BULLTICK AND BULLTICK DOES NOT SPONSOR OR ENDORSE THE INFORMATION, SPONSORS, OWNERS, OR OPERATORS OF SUCH SITES REGARDLESS OF WHETHER OR NOT LINKS TO SUCH SITES ARE CONTAINED IN THE PLATFORM.

F. BULLTICK AND BULLTICK AFFILIATES SHALL NOT BE LIABLE FOR ANY LOSSES OR DAMAGES INCURRED BY YOU RELATED IN ANY WAY TO YOUR USE OF THE PLATFORM.

EXCEPT AS OTHERWISE PROVIDED BY LAW, AND SHALL HAVE NO LIABILITY FOR LOSSES CAUSED BY THE NEGLIGENT ACTIONS OR FAILURE TO ACT OF ANY THIRD-PARTY PROVIDER AND, TO THE EXTENT PERMITTED BY LAW, NEITHER BULLTICK, ANY BULLTICK AFFILIATE, NOR ANY THIRD-PARTY PROVIDER SHALL BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (REGARDLESS OF WHETHER SUCH DAMAGES ARE REASONABLY FORESEEABLE) IN CONNECTION WITH YOUR USE OF THE PLATFORM OR FOR ANY LOSS THAT RESULTS FROM A CAUSE OVER WHICH Bulltick, OR ANY OTHER SUCH ENTITY, DOES NOT HAVE CONTROL, INCLUDING, BUT NOT LIMITED TO, FAILURE OF ELECTRONIC OR MECHANICAL EQUIPMENT, UNAUTHORIZED ACCESS, STRIKES, FAILURES OF COMMON CARRIER OR UTILITY SYSTEMS, SEVERE WEATHER OR OTHER CAUSES COMMONLY KNOWN AS "ACTS OF GOD". SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

7. YOUR REPRESENTATIONS, WARRANTIES AND COVENANTS

As a condition of being permitted to use the Platform, you represent and agree that the following statements are and will continue to be true for so long as you access the Platform:

A. You are the person identified by your Access Credentials.

B. You are at least 18 years of age.

C. The terms of this Agreement are in addition to, and not in derogation of, all the terms and conditions of other agreements between you and Bulltick, including, without limitation, any brokerage client account agreements.

D. You are liable for any and all charges or expenses incurred in connection with the use of the Platform by you or any other person accessing the Platform through the use of your Access Credentials. You understand that any rates, fees, billing and terms governing services provided by outside vendors used in connection with the Platform are determined by such vendors and that all payments due from you to Bulltick shall be made directly to Bulltick in accordance with its policies.

E. You recognize that your use of the Platform may involve the transmission of information that may be considered personal financial information, including, but not limited to, the identity and number of securities that you own in the Account and the net dollar price for any such securities. You consent to the transmission by electronic means of such information through the Platform, and that such consent shall be effective at all times that you use the Platform. You agree that your information will be kept, used and shares in accordance with Bulltick’s Privacy Policy, as it may change from time to time.

F. You own the Account or are otherwise duly authorized to access the Account by its owner via the Platform.

8. TERMINATION OF USE

Bulltick may discontinue, change, revoke your access to, or modify the Platform and its terms, in whole or in part, at any time without prior notice. Bulltick reserves the right (but undertakes no obligation) to monitor any and all use of the Platform. You understand and agree that Bulltick will determine your compliance with the terms of this Agreement in its sole discretion.

You may terminate your Account at any time through the Platform. Any suspension, termination, or cancellation shall not affect your obligations to Bulltick or Bulltick Affiliates under the terms of this Agreement (including but not limited to ownership, indemnification, and limitation of liability), which are intended to survive such suspension, termination, or cancellation.

9. ASSIGNMENT

Resale and/or any commercial redistribution of the Platform is prohibited. This Agreement and your rights and obligations hereunder may not be assigned by you without the written permission of Bulltick. This Agreement inures to the benefit of Bulltick's successors and assigns whether by merger, consolidation or otherwise. Bulltick may assign this Agreement or any of its rights or obligations under this Agreement to a Bulltick Affiliates, or to any other third party.

10. GOVERNING LAW; DISPUTES THROUGH FINRA ARBIRTRATION ONLY

This Agreement and all the terms herein shall be governed by and construed in accordance with the laws of the State of Florida without giving effect to principles of conflicts of law. By accessing or utilizing the Platform, you accept and agree to be bound by the laws of such jurisdiction. In the event that you do not agree to be bound by such laws, you must immediately discontinue your access or use of the Platform.

In the interest of resolving disputes between you and Bulltick in the most expedient and cost effective manner, you and Bulltick agree that every dispute arising in connection with this Agreement or your use of the Platform will be resolved by binding individual arbitration through the Code of Arbitration Procedure of Financial Industry Regulatory Authority, Inc. (“FINRA Arbitration”), or to the extent that this Agreement cannot be enforced pursuant to FINRA Arbitration, by JAMS pursuant to its Comprehensive Arbitration Rules & Procedures, as modified by this Agreement, and administered by JAMS. In all cases, any dispute between you and Bulltick under this Agreement or your use of the Platform shall be brought in Miami- Dade County, Florida. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND BULLTICK ARE EACH WAIVING THE RIGHT TO GO TO COURT OR TO PARTICIPATE IN A CLASS OR REPRESENTATIVE ACTION.

YOU AND BULLTICK EACH AGREE THAT EACH SUCH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless

both you and Bulltick agree otherwise, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding.

11. INDEMNIFICATION.

You agree to indemnify, defend and hold Bulltick and the Bulltick Affiliates harmless from any and all claims, liability, damages and costs (including, but not limited to, attorneys’ fees) arising out of or relating to:

a. your access to or use of the Platform;

b. your violation of this Agreement, including without limitation your breach of any representation or warranty or any use of our Platform for any unlawful or inappropriate conduct;

c. your infringement, or the infringement of any third party using your Account, of any intellectual property or other right of any person or entity; or

d. the nature and content of all data and materials submitted by you or imported into your Account.

12. MISCELLANEOUS

Bulltick may modify this Agreement at any time upon written notice to you or by electronic posting of this Agreement, and any modifications to it, where it is accessible via the Platform. Any such modifications will be binding on you upon your first use of the Platform after such notice or posting. Bulltick's failure to insist at any time upon strict compliance with any term of this Agreement, or any delay or failure on the

part of Bulltick to exercise any power or right given to Bulltick in this Agreement, or any continued course of such conduct on the part of Bulltick, shall at no time operate as a waiver of such power or right, nor shall any single or partial exercise of any right preclude any other future exercise of that right. All rights and remedies given to Bulltick in this Agreement are cumulative and not exclusive of any other rights or remedies which Bulltick otherwise has at law or equity. If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of such provision will be amended to achieve, as closely as possible, the effect of the original provision and all other provisions of this Agreement will continue in full force and effect.

13. APPLICATION

A. Bulltick grants you a non-exclusive and non-transferable single-user (non-concurrent) license to use the mobile application that you may download and install in order to access the Platform in accordance with this Agreement.

B. You can authorize Bulltick to send push notifications to your device in relation to the Platform. In order to enable or to disable push notifications, you must adjust the settings on your device. You understand that push notifications are unsecure and not encrypted and can be read by others if you allow them to view your device. Bulltick provides push notifications for convenience purposes only and is not responsible for any damages related thereto.

14. STORAGE, TRANSMISSION, COLLECTION AND USE OF INFORMATION

Unless otherwise specified, we control and operate our Platform from our offices within the United States. We do not claim that materials in our Platform are appropriate or available for use in locations other than the United States. If you choose to access our Platform from other locations, you do so on your own initiative, and you are responsible for compliance with any applicable local laws.

Software related to or made available by the Platform may be subject to United States export controls. Thus, no software from the Platform may be downloaded, exported or re-exported: (a) into (or to a national or resident of) any country to which the United States has embargoed goods; or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading any software related to this Platform, you represent and warrant that you are not located in, under the control of, or a national or resident of, any such country or on any such list.

Information about you, including, but not limited to, information about the Account, Hardware, and Software, will be collected, used, and shared in accordance with the Bulltick Privacy Policy, as it may change from time to time.

15. THIRD PARTY PLATFORM INTEGRATION

The Platform allows you to bring together and view information about your Account and other information you own or are authorized to access which is provided by the Platform and third parties, including, but not limited to, websites not owned or operated by Bulltick (“Third-Party Sources”). By using the Platform to retrieve information requested by you through the Platform, you authorize Bulltick to access Third-Party Sources on your behalf to retrieve such information, you appoint Bulltick as your agent for that limited purpose, and you represent that you have the authority to give Bulltick the passwords, user names and all other information you provide the Platform in order for it to access such Third-Party Sources. Authorizing the Platform to access services offered in connection with Third-Party Sources is subject to the terms of those Third-Party Sources. You acknowledge that Bulltick is not responsible for those terms of service and that you should contact such Third-Party Sources directly should you have any problems with them. Information from Third-Party Sources provided through the Platform reflects the most recent refresh by the Platform and may not be accurate or timely if a refresh was not successfully completed or the information obtained during the refresh from the Third-Party Site is otherwise not accurate or current. Such

information is provided for informational purposes only and is not intended for trading or transactional purposes. Bulltick makes no effort to review, nor is it responsible for, the content of any Third-Party Site, including, but not limited to, the validity, legality, or copyright compliance of the content contained in such sites. Subject to the Bulltick Privacy Policy, you license to Bulltick any information, data, passwords, user names, PINs, other log-in information, and/or personal information obtained by Bulltick and the Platform from Third-Party Sources and you in connection with the Platform (collectively "Content") for the purpose of providing the Platform and other services to you. Bulltick may use, modify, display, distribute and create new material using such Content for that purpose, including, but not limited to, sharing Content with your financial advisors, investment advisers, and other service providers you authorize. You agree that Bulltick may use the Content for the purposes described in this Agreement without any time limit and without requiring the payment of any fees or other costs by Bulltick.

16. DATA PROTECTION ADDENDUM.

The parties agree to comply with the terms of the Data Protection Addendum attached as EXHIBIT A, which applies if European Union Regulation 2016/679 (“GDPR”) and any national legislation implementing GDPR, as amended from time to time or the California Consumer Privacy Act of 2018, as amended from time to time, applies to your use of the Platform.

Last Updated: 07,27, 2020

EXHIBIT A - DATA PROTECTION ADDENDUM

1.  Introduction

This Data Protection Addendum (“Addendum”) is entered into by you and Bulltick Financial Services, LLC (“Bulltick”). This Addendum applies to Bulltick’s Processing of Customer Personal Data under the Agreement to Use bt360 between you (“ you” or “Customer”) and Bulltick (the “Agreement”).

2. Definitions

For purposes of this Addendum, the terms below have the meanings set forth below. Capitalized terms that are used but not defined in this Addendum have the meanings given in the Agreement.

a. “Affiliate” means any entity that directly or indirectly controls, is controlled by or is under common control with the subject entity, where “control” refers to the power to direct or cause the direction of the subject entity, whether through ownership of voting securities, by contract or otherwise.

b. “CCPA” means the California Consumer Privacy Act of 2018, as amended from time to time.

c. “Customer Personal Data” means any data of the Customer that is Personal Data.

d. “Data Protection Laws” means, with respect to a party, all privacy, data protection and information security-related laws and regulations applicable to such party’s Processing of Personal Data, including, where applicable, EU Data Protection Law and the CCPA.

e. “Data Subject” means the identified or identifiable natural person who is the subject of Personal Data.

f. “EU Data Protection Law” means European Union Regulation 2016/679 (“GDPR”) and any national legislation implementing GDPR, as amended from time to time.

g. “Processing” means 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.

h. “Personal Data” means “personal data”, “personal information”, “personally identifiable information” or similar information defined in and governed by Data Protection Laws.

i. “Security Incident” means any confirmed unauthorized or unlawful breach of security that leads to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of or access to Personal Data being Processed by Bulltick. Security Incidents do not include unsuccessful attempts or activities that do not compromise the security of Personal Data, including unsuccessful log-in attempts, pings, port scans, denial of service attacks or other network attacks on firewalls or networked systems.

j. “Subprocessor” means any third party authorized by Bulltick or its Affiliates to Process any Customer Personal Data.

k. “Third Party Subprocessor” means any Subprocessor who is not an Affiliate of Bulltick.

3. General; Termination

a. This Addendum forms part of the Agreement and except as expressly set forth in this Addendum, the Agreement remains unchanged and in full force and effect. If there is any conflict between this Addendum and the Agreement, this Addendum shall govern.

b. Any liabilities arising under this Addendum are subject to the limitations of liability in the Agreement.

c. This Addendum will be governed by and construed in accordance with governing law and jurisdiction provisions in the Agreement, unless required otherwise by applicable Data Protection Laws.

d. This Addendum will automatically terminate upon expiration or termination of the Agreement.

4. Scope of this Addendum

This Addendum applies to Bulltick’s Processing of Customer Personal Data under the Agreement, except that ANNEX A (EU Annex) to this Addendum applies only to such Processing of Customer Personal Data governed by EU Data Protection Law and ANNEX B(California Annex) to this Addendum applies only to such Processing of Customer Personal Data governed by the CCPA.

5. Role and Scope of the Processing

a. Bulltick will Process Customer Data only in accordance with Customer’s instructions (including changes by Customer to settings within Bulltick’s application). By entering into the Agreement, Customer instructs Bulltick to Process Customer Data to provide the Services and pursuant to any other written instructions given by Customer and acknowledged in writing by Bulltick (including changes by Customer to settings within Bulltick’s application) as constituting instructions for purposes of this Addendum. Customer acknowledges and agrees that such instruction authorizes Bulltick to Process Customer Data (a) to perform its obligations and exercise its rights under the Agreement; and (b) to perform its legal obligations and to establish, exercise or defend legal claims in respect of the Agreement.

b. For clarity, nothing in this Addendum limits Bulltick from transmitting Customer Personal Data to and among Sources and Destinations as directed by Customer through the Services. The parties agree that neither Sources nor Destinations are Subprocessors of Bulltick and that, between the parties, Customer is solely responsible for the Processing of Customer Personal Data by, and other acts and omissions of, Sources and Destinations or parties associated therewith.

6.  Subprocessing.  

You specifically authorize Bulltick to use its Affiliates as Subprocessors, and generally authorizes Bulltick to engage Third Party Subprocessors to Process Customer Personal Data.

7. Security

a. Bulltick shall implement and maintain technical and organizational security measures designed to protect Customer Personal Data from Security Incidents and to preserve the security and confidentiality of the Customer Personal Data, in accordance with Bulltick’s security standards referenced in the Agreement (“ Security Measures”).

b. Customer is responsible for reviewing the information made available by Bulltick relating to data security and making an independent determination as to whether the Services meet Customer’s requirements and legal obligations under Data Protection Laws. Customer acknowledges that the Security Measures may be updated from time to time upon reasonable notice to Customer to reflect process improvements or changing practices (but the modifications will not materially decrease Bulltick’s obligations as compared to those reflected in such terms as of the Effective Date).

c. Upon becoming aware of a confirmed Security Incident, Bulltick shall notify Customer without undue delay unless prohibited by applicable law. A delay in giving such notice requested by law enforcement and/or in light of Bulltick’s legitimate needs to investigate or remediate the matter before providing notice shall not constitute an undue delay. Such notices will describe, to the extent possible, details of the Security Incident, including steps taken to mitigate the potential risks and steps Bulltick recommends Customer take to address the Security Incident. Without prejudice to Bulltick’s obligations under this Section 7.c., Customer is solely responsible for complying with Security Incident notification laws applicable to Customer and fulfilling any third-party notification obligations related to any Security Incidents. Bulltick’s notification of or response to a Security Incident under this Section 7.c. will not be construed as an acknowledgement by Bulltick of any fault or liability with respect to the Security Incident.

d. Customer agrees that, without limitation of Bulltick’s obligations under this Section 7, Customer is solely responsible for its use of the Services, including (a) making appropriate use of the Services to ensure a level of security appropriate to the risk in respect of the Customer Data; (b) securing the account authentication credentials, systems and devices Customer uses to access the Services (including when providing credentials to third parties and Bulltick representatives); (c) securing Customer’s systems and devices that it uses with the Services; and (d) maintaining its own backups of Customer Data.

8. Data Subject Requests

Bulltick shall upon Customer’s request (and at Customer’s expense) provide Customer with such assistance as it may reasonably require to comply with its obligations under Data Protection Laws to respond to requests from individuals to exercise their rights under Data Protection Laws (e.g., rights of data access, rectification, erasure, restriction, portability and objection) in cases where Customer cannot reasonably fulfill such requests independently by using the self-service functionality of the Services. If Bulltick receives a request from a Data Subject in relation to their Customer Personal Data, Bulltick will advise the Data Subject to submit their request to Customer, and Customer will be responsible for responding to any such request.

9. Return or Deletion of Data

a. Bulltick shall, within sixty (60) days after request by Customer following the termination or expiration of the Agreement, delete all of the Customer Personal Data from Bulltick’s systems.

b. Notwithstanding the foregoing, Customer understands that Bulltick may retain Customer Personal Data if required by law, which data will remain subject to the requirements of this Addendum.

ANNEX A – EU ANNEX

1. Definitions; Processing of Data

a. Definitions. For purposes of this ANNEX A, the terms “controller”, “processor” and “supervisory authority” have the meanings given in EU Data Protection Law; “Standard Contractual Clauses” means the Standard Contractual Clauses for Processors as approved by the European Commission under Decision 2010/87/EU in the form made accessible in Customer’s Bulltick dashboard; and “data importer” and “data exporter” have the meanings given in the Standard Contractual Clauses.

b. Subject Matter and Details of Processing. The parties acknowledge and agree that (a) the subject matter of the Processing under the Agreement is Bulltick’s provision of the Services; (b) the duration of the Processing is from Bulltick’s receipt of Customer Personal Data until deletion of all Customer Personal Data by Bulltick in accordance with the Agreement; (c) the nature and purpose of the Processing is to provide the Services; (d) the Data Subjects to whom the Processing pertains are Customer’s customers, end users or other individuals to whom Customer Personal Data pertains; and (e) the categories of Customer Personal Data are such categories as Customer is authorized to ingest into the Services under the Agreement.

Roles and Regulatory Compliance; Authorization . The parties acknowledge and agree that (a) Bulltick is a processor of the Customer Personal Data under EU Data Protection Law; (b) Customer is a controller of the Customer Personal Data under EU Data Protection Law; and (c) each party will comply with the obligations applicable to it in such role under EU Data Protection Law with respect to the Processing of Customer Personal Data. To the extent that any Usage Data (as defined in the Agreement) is considered Personal Data, Bulltick is the controller with respect to such data and shall Process such data in accordance with its Privacy Policy, which can be found at https://api.bulltick360.com/contracts/privacy-policy

c. Bulltick’s Compliance with Instructions. Bulltick will only Process Customer Personal Data in accordance with Customer’s instructions in this Addendum unless EU Data Protection Law requires otherwise, in which case Bulltick will notify Customer (unless that law prohibits Bulltick from doing so).

2. Data Security

a.  Bulltick Security Measures, Controls and Assistance

i. Bulltick will (taking into account the nature of the Processing of Customer Personal Data and the information available to Bulltick) provide Customer with reasonable assistance necessary for Customer to comply with its obligations in respect of Customer Personal Data under EU Data Protection Law, including Articles 32 to 34 (inclusive) of the GDPR, by (a) implementing and maintaining the Security Measures; (b) complying with the terms of Section 7 of this Addendum; and (c) complying with this ANNEX A.

ii. Bulltick will grant access to Customer Personal Data only to personnel who need such access for the scope of their job duties (or as authorized by Customer) and are subject to appropriate confidentiality obligations. Should an employee of a Customer seek to exercise their rights under EU Data Protection Laws (e.g., rights of data access, rectification, erasure, restriction, portability and objection) in respect of any Usage Data that constitutes Personal Data then the Customer undertakes to inform Bulltick without delay and instruct their employee to contact Bulltick directly via bt360@bulltick.com  or such other email address as directed at the time.

b. Audits and Reviews of Compliance. To the extent applicable Data Protection Laws include a right for Customer to audit Bulltick’s Processing of Customer Personal Data, Customer will exercise such audit right, and Bulltick will fulfill its corresponding obligations, as follows:

i. Not more than once per calendar year and at Customer’s expense, Customer may audit Bulltick’s Processing of Customer Personal Data for compliance with its obligations under this Addendum by submitting reasonable requests for information, including security and audit questionnaires. Bulltick will provide written responses to the extent the requested information is necessary to confirm Bulltick’s compliance with this Addendum. Any information provided by Bulltick under this Section 2.b. constitutes Bulltick’s Confidential Information under the Agreement.

ii. If a third party is to conduct an audit under this Section 2.b., Bulltick may object to the auditor if the auditor is, in Bulltick’s reasonable opinion, not independent, a competitor of Bulltick or otherwise unqualified. Such objection by Bulltick will require Customer to appoint another auditor or conduct the audit itself.

iii. Customer will promptly notify Bulltick of any non-compliance discovered during the course of an audit and provide Bulltick any audit reports generated in connection with any audit under this Section 2.b., unless prohibited by EU Data Protection Law or otherwise instructed by a supervisory authority. Customer may use the audit reports only for the purposes of meeting Customer’s regulatory audit requirements and confirming that Bulltick’s Processing of Customer Personal Data complies with this Addendum.

iv. Customer shall reimburse Bulltick for any time expended by Bulltick or its Subprocessors in connection with any audits under this Section 2.b. at Bulltick’s then-current professional services rates, which shall be made available to Customer upon request. Customer will be responsible for any fees charged by any auditor appointed by Customer to execute any such audit. Nothing in this Addendum shall be construed to require Bulltick to furnish more information about its Third Party Subprocessors in connection with such audits than such Third Party Subprocessors make generally available to their customers. Nothing in this Section 2.b. shall require Bulltick to breach any duties of confidentiality.

3. Impact Assessments and Consultations

Bulltick may (taking into account the nature of the Processing and the information available to Bulltick), at Customer’s expense, reasonably assist Customer in complying with Customer’s obligations under Articles 35 and 36 of the GDPR, by (a) making available documentation describing relevant aspects of Bulltick’s information security program and the security measures applied in connection therewith; and (b) providing the other information contained in the Agreement, including this Addendum.

4. Data Transfers

a. Data Processing Facilities. Bulltick may, subject to Section 4.b., store and Process Customer Personal Data in the United States or anywhere Bulltick or its Subprocessors maintain facilities. Subject to Bulltick’s obligations in this Section 4, Customer is responsible for ensuring that its use of the Services complies with any cross-border data transfer restrictions of EU Data Protection Law.

b. Standard Contractual Clauses. If Customer is established in the EU and transfers Customer Personal Data out of the EU to Bulltick in a country not deemed by the European Commission to have adequate data protection and no lawful alternative basis for such transfer applies, such transfer will be governed by the Standard Contractual Clauses, the terms of which are hereby incorporated into this Addendum. In furtherance of the foregoing, the parties agree that:

i. for purposes of the Standard Contractual Clauses, (a) Customer will act as the data exporter and (b) Bulltick will act as the data importer;

ii. for purposes of Appendix 1 to the Standard Contractual Clauses, the Data Subjects, categories of data, and the processing operations shall be as set out in Section 1.b. to this ANNEX A;

iii. for purposes of Appendix 2 to the Standard Contractual Clauses, the technical and organizational measures shall be the Security Measures;

iv. the audits described in Clause 5(f) and Clause 12(2) of the Standard Contractual Clauses shall be performed in accordance with Section 2.b. of this ANNEX A;

v. Customer’s authorizations in Section 6 of this Addendum (Subprocessing) will constitute Customer’s prior written consent to the subcontracting by Bulltick of the Processing of Customer Personal Data if such consent is required under Clause 5(h) of the Standard Contractual Clauses;

vi. certification of deletion of Customer Personal Data as described in Clause 12(1) of the Standard Contractual Clauses shall be provided only upon Customer’s request; and

vii. the Standard Contractual Clauses shall automatically terminate once the Customer Personal Data transfer governed thereby becomes lawful under Chapter V of the GDPR in the absence of such Standard Contractual Clauses on any other basis.