EXHIBIT C

PRIVACY AND INFORMATION SECURITY ADDENDUM

This Privacy and Information Security Addendum (this “Addendum”) is made a part of the Master Vendor Services Agreement to which it is attached (the “Agreement”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement.

As a general matter, the parties hereto do not anticipate that Personal Information (as defined herein) will be transferred between Trinity and Service Provider in connection with the Services to be provided hereunder. However, Personal Information may be transferred from one party to the other in specific situations, as follows:

• where Trinity determines it to be necessary in connection with the provision and receipt of the Services, Trinity may transfer to Service Provider certain Personal Information, for which Trinity will act as the “Data Controller” and Service Provider will act as Trinity’s “Data Processor”; and
• where explicitly specified in the applicable SOW, Service Provider may transfer to Trinity the particular Personal Information so specified therein, for which each party will act as a separate “Data Controller” with respect to its own use of the Personal Information.

This Addendum sets forth the terms applicable to Trinity’s and Service Provider’s respective obligations regarding the treatment of such Personal Information as well as any other Trinity Data that is shared with Service Provider. Trinity and Service Provider will each comply with this Addendum during the Term and at all times thereafter. In the event of a conflict between this Addendum and the Agreement, the terms and definitions of this Addendum will control and govern with respect to privacy and information security matters.

1. Definitions.

Unless otherwise defined in this Addendum, defined terms will have the same meaning as provided in the Agreement. In this Addendum, the following words and expressions have the following meaning:

“Data Controller” means the entity which determines the purposes and means of the Processing of Personal Information.

“Data Processor” means the entity which Processes Personal Information on behalf of the Data Controller.

“Data Subject” means the individual to whom Personal Information relates.

“Information Protection Laws” means all applicable federal, national, state, provincial, local or foreign laws or rules, regulations, directives, orders, treaties, or requirements issued by any Supervisory Authority (in each case, currently in effect, as they become effective, and as amended) that relate to the privacy, confidentiality, retention, or security of Personal Information and apply to Trinity or Service Provider or the Processing of Trinity Data. Information Protection Laws may include, without limitation, the following: the European Union’s General Data Protection Regulation (“GDPR”); the Swiss Federal Act on Data Protection; the United Kingdom General Data Protection Regulation; the United Kingdom Data Protection Act 2018; the Health Insurance Portability and Accountability Act (“HIPAA”); the Japanese Personal Information Protection Act (“JPIPA”); the California Consumer Protection Act (“CCPA”); and the Telephone Consumer Protection Act (“TCPA”).

“Personal Information” means any information (a) which alone or in combination with other information identifies, or can reasonably be used to identify, a living individual or (b) that Information Protection Laws otherwise treat as “personal information” (or equivalent term, including without limitation, “personal data,” “personally identifiable information,” and “nonpublic personal information”), including, without limitation, a person’s name, address, telephone number, fax number, e-mail address, social security number or other government-issued identifier, credit card information, biometric identifiers, face or other personal images, health information, and insurance information.

“Process” (and its conjugates, including “Processed” or “Processing”) means any operation or set of operations which is performed upon information (including Personal Information), whether or not by automatic means, such as access, collection, recording, organization, storage, adaptation or alteration, retrieval, disclosure or otherwise making available, duplication, transmission, combination, blocking, redaction, erasure, or destruction.

“Service Provider Parties” means Service Provider, its employees, agents and any Sub-Processors.

“Standard Contractual Clauses” means (i) the standard contractual clauses for the transfer of personal data to entities established in third countries as set out in Commission Decision C/2021/3972, with selections for Module One (Transfer Controller to Controller) and Module Two (Transfer Controller to Processor) set forth in Attachment 1 attached hereto, together with all annexes and the UK Addendum attached thereto, each as applicable and as updated, amended, replaced or superseded from time to time by the European Commission or Information Commissioner of the United Kingdom, or (ii) any other contractual clauses or other mechanism approved by a Supervisory Authority or by Information Protection Laws for use in respect of a restricted transfer, as updated, amended, replaced or superseded from time to time by such Supervisory Authority or Information Protection Laws.

“Sub-Processor” means any Data Processor engaged by Service Provider, including subcontractor(s).

“Supervisory Authority” means any competent regulatory authority including data protection authorities and law enforcement agencies.

“Trinity Data” means any Trinity Personal Information, Trinity Confidential Information, or other information provided by Trinity to Service Provider or otherwise collected, accessed, or Processed by a Service Provider or any Service Provider Parties on Trinity’s behalf in connection with the Services performed under the Agreement. “Trinity Data” includes any such information that Trinity possesses on behalf of its customers or other third parties.

“Trinity Personal Information” means any Personal Information provided by Trinity to Service Provider or otherwise collected, accessed, or Processed by a Service Provider or any Service Provider Parties on Trinity’s behalf in connection with the Services performed under the Agreement, including Personal Information uploaded to or created on a platform provided by Service Provider or accessed by Service Provider on Trinity’s or third party’s systems. Trinity Personal Information includes (without limitation and as applicable) Personal Information collected from or about consumers, patients, caregivers, Trinity employees, physicians, and other business-to-business customers (collectively, “Individuals”).

2. Transfers to Service Provider.

The following provisions apply to the extent that Service Provider receives, or otherwise has access to, any Trinity Personal Information or any other Trinity Data.

1. Service Provider Parties will comply with all applicable Information Protection Laws.
2. The Parties agree that in the event that Service Provider is required in the course of fulfilling its obligations under this Agreement, to create, receive, maintain, transmit or otherwise Process Protected Health Information (as that term is defined in Title II, Subtitle F of HIPAA) on behalf of Trinity, then Service Provider will enter into a Business Associate Agreement with Trinity prior to collecting or otherwise Processing any such Protected Health Information. Furthermore, Service Provider agrees to execute any other documents that may be reasonably requested by Trinity for purposes of Trinity’s efforts to comply with HIPAA.
3. Service Provider acknowledges, represents, and agrees as follows:
   1. As between the Parties, Trinity is the owner of all Trinity Data and has the right to direct Service Provider in connection with the Processing of such Trinity Data;
   2. Service Provider will Process Trinity Data in accordance with Trinity’s instructions and solely as necessary for the purpose of performing the Services and as otherwise permitted pursuant to this Agreement or as required under applicable laws or Information Protection Laws;
   3. Service Provider will only Process the minimum amount of Trinity Data required to meet its obligations under the Agreement or applicable laws or Information Protection Laws;
   4. Except as provided in the Agreement or applicable laws, neither Service Provider nor any of its employees, Sub-Processors, agents, consultants or assigns will have any right to Process Trinity Data for their own commercial benefit in any form (including, without limitation, to create de-identified or anonymized data) or to Sell (as such term is defined under the CCPA), retain, use or disclose Trinity Data for any commercial purpose or outside of the direct business relationship between the Parties. Service Provider certifies that it understands the restrictions contained in this Agreement (including this Addendum) and will comply with them;
   5. To the extent that Service Provider collects Trinity Personal Information on behalf of Trinity without receiving such Trinity Personal Information from Trinity, Service Provider will obtain from each such Individual a mutually agreed upon written, electronic or verbal consent that is clear and conspicuous regarding the Processing of Trinity Personal Information for any purpose including, without limitation, direct marketing, unless there exists other lawful basis for such collection without consent; provided, further, that no terms of use, privacy statement or other provisions presented to Individuals in any manner will alter Service Provider’s obligations under this Agreement or the manner in which Trinity may use such Personal Information;
   6. Service Provider will record and retain for a minimum of two (2) years after the expiration or termination of this Agreement the notice provided to, and the written, electronic or verbal consent obtained from, Individuals regarding the collection, use, disclosure and retention of Individuals’ Personal Information, unless otherwise required by law, rule, or regulation, or as instructed by Trinity; provided, further, if the Services involve the use of interactive voice response (“IVR”), Service Provider will also retain in a printable format for the duration of such five (5) year period each Individual’s phone number, the IVR prompts and the Individual’s responses (IVR or verbal) of the entire IVR conversation between Service Provider and each Individual;
   7. Service Provider will establish, implement, and maintain commercially reasonable controls to ensure the confidentiality of Trinity Data and to ensure that Trinity Data is not disclosed contrary to the provisions of this Agreement; provided, further, without limiting the foregoing, Service Provider will implement and maintain an information security program that complies with commercially reasonable practices, applicable Information Protection Laws, all applicable requirements described in the most recent version of the Center for Internet Security Controls, Trinity Policies and the requirements of this Addendum, and that includes appropriate administrative, technical and physical safeguards and other security measures that: (a) ensure the security and confidentiality of Trinity Data; (b) protect against any anticipated threats or hazards to the security, confidentiality and integrity of Trinity Data; and (c) protect against unauthorized access to or use of Trinity Data that could result in the destruction, use, modification or disclosure of Trinity Data, or the substantial harm or inconvenience to Trinity or any Individual. The purpose of such security program is to preserve the confidentiality, integrity, availability and overall security of (a) Trinity Data Processed by or accessible to Service Provider and (b) Trinity systems which Service Provider accesses or contacts. Service Provider’s security program will provide the same or better data-security protections it applies to its own confidential information, but in no event may those protections be anything less than that required to comply with Information Protection Laws and Trinity Policies;
   8. Service Provider will utilize acceptable forms of encryption (minimum of 256 bit or as required by applicable Information Protection Laws) or, as agreed upon in writing in advance by Trinity, other secure technologies in connection with any Processing, including remote access connectivity, involving Trinity Data, as permitted or authorized herein;
   9. Service Provider will implement and maintain reasonable administrative, technical and physical safeguards to allow Individuals to access their Trinity Personal Information as indicated by opt-out or opt-in preferences, or to exercise any other rights afforded to Individuals under Information Protection Laws, where and when such rights are required by such Information Protection Laws, or at the direction of Trinity; provided, further, Service Provider will notify Trinity within five (5) calendar days of receipt of any communication relating to an Individual’s right to access, modify or correct his or her Trinity Personal Information or to any other right applicable under Information Protection Laws and will comply with all reasonable instructions of Trinity before responding to such communication and will assist Trinity as needed in responding to or fulfilling requests from Individuals to exercise rights under Information Protection Laws (whether such requests are received by Service Provider or Trinity);
   10. Service Provider will not disclose Trinity Data to third parties, other than disclosures made on a need-to-know basis to Service Provider Parties unless: (a) Service Provider has received prior written authorization from Trinity; or (b) such disclosure is required by applicable laws, in which case Service Provider will immediately notify Trinity in writing of any subpoena or other court or administrative order or proceeding or other request seeking access to or disclosure of Trinity Data; provided, further, Service Provider will use its best efforts to limit the nature and scope of the required disclosure and will only disclose the minimum amount of Trinity Data necessary to comply with applicable laws. Without limiting the foregoing, Service Provider will not use Trinity Data for the purpose of providing services to another person or entity without the prior written authorization of Trinity;
   11. Service Provider will not disclose to Trinity any Personal Information that is not documented in an SOW or otherwise requested in writing by Trinity; provided, however, this provision will not apply to Trinity Personal Information provided to Service Provider by Trinity;
   12. Service Provider and any other Service Provider Party will provide to Trinity or Trinity’s representatives, at Trinity’s expense, the right to audit Service Provider’s business processes and practices that involve Processing of Trinity Data in relation to the Services rendered under this Agreement;
   13. Service Provider will provide to Trinity, and as otherwise required by applicable Information Protection Laws, written notice within 24 hours of any security incident that involves, or which Service Provider reasonably believes involves, the unauthorized access, use, disclosure or other unauthorized Processing of Trinity Data; provided, further, Service Provider will (i) provide updates to Trinity as further information becomes available as to the breach, and (ii) at the earliest possible time, summarize in reasonable detail the impact on Trinity of the breach or unauthorized use or disclosure of, or access to, Trinity Data and the corrective action taken or to be taken by Service Provider; provided, further, Service Provider will promptly take all necessary and appropriate corrective action including, without limitation, at the request of Trinity and at Service Provider’s expense, to provide notices to Individuals whose Trinity Personal Information may have been affected, whether or not such notice is required by law; each party will reasonably cooperate with the other party to facilitate compliance with Information Protection Laws, including but not limited to notification of affected individuals and Supervisory Authorities;
   14. To the extent duties or responsibilities of Service Provider are permitted pursuant to this Agreement to be delegated to an agent or Sub-Processor, Service Provider will ensure that any such agent or Sub-Processor adheres to the requirements of this Agreement, which steps will include, but may not be limited to, obtaining from such agent or Sub-Processor a written confidentiality agreement that is at least as protective of Trinity and the Trinity Data as the privacy, security, confidentiality, and regulatory compliance provisions contained in this Agreement (including this Addendum), as well as conducting initial and periodic assessments of such agent’s or Sub-Processor’s privacy and security safeguards and practices;
   15. Service Provider will ensure that each Service Provider representative with access to Trinity Data is advised of and complies with the provisions of this Agreement regarding the privacy and security of Trinity Data, and Service Provider will be responsible and liable for any failure of Service Provider Parties to comply with the terms and conditions of this Agreement (including this Addendum) regarding Trinity Data;
   16. Service Provider will ensure that Service Provider Parties with access to Trinity’s premises comply all applicable visitor privacy and physical security policies, and only access authorized areas as advised by Trinity;
   17. Service Provider will ensure that Service Provider and Service Provider Parties recognize and abide by all reasonable privacy, confidentiality, information security and other policies established by Trinity, provided that Trinity has supplied Service Provider with a copy thereof; provided, further, such policies may be amended and updated, at Trinity’s reasonable discretion, from time to time by Trinity, and Service Provider agrees to abide by such reasonably amended or updated policies that Trinity has supplied Service Provider with a copy thereof; provided, however, if any policy is not consistent with the provision of the Services, or otherwise materially adversely affects Service Provider’s performance under this Agreement, the Parties will confer in good faith and in a timely manner before Service Provider is required to proceed with the provision of the Services; and
   18. Sub-Processors: Service Provider may only engage Sub-Processors to Process Trinity Personal Information to the extent permitted under the terms of this Agreement, including any amendments. In case of such engagement, Service Provider must;
       1. Provide to Trinity reasonable prior notice of the identity and location of the Sub-Processor and a description of the intended Processing to be sub-contracted or outsourced to the Sub-Processor, together with an opportunity for Trinity to object to the engagement of any such Sub-Processor; and
       2. Impose on the Sub-Processor legally binding contract terms that protect Trinity and Trinity Data at least as much as this Agreement.
4. Service Provider Assessments and Data Handling Practices:
   1. Service Provider will truthfully and accurately complete assessments related to privacy, information security, and data handling practices if and when requested by Trinity (“Service Provider Assessments”);
   2. The privacy, security, and data handling practices adopted and maintained by Service Provider will be in effect and consistently applied as long as Service Provider provides Services in connection with, or otherwise retains, Trinity Data on Trinity’s behalf; and
   3. Service Provider will promptly notify Trinity in writing within five (5) business days in the event of any material change in Service Provider’s privacy, security, or data handling practices.
5. Service Provider represents and warrants throughout the term of this Agreement that with respect to Personal Information owned or obtained by Service Provider and used as a Data Processor on behalf of Trinity in the performance of the Services, Service Provider has obtained the clear and conspicuous prior written, electronic or verbal consent of each Data Subject or other legal basis, which permits Service Provider to use such Personal Information to communicate with Individuals on behalf of Trinity: (i) even if Trinity is considered the sender of the communication; and (ii) in connection with communications made by any means including, without limitation, by telephone, email, facsimile, and postal service; that Service Provider will record and maintain for a minimum of two (2) years from the expiration or termination of this Agreement the notice provided to, and the written, electronic or verbal consent obtained from, each Data Subject.
6. Service Provider will indemnify, defend and hold Trinity harmless from any liability, loss, claim, injury, damage or expense (including reasonable attorneys’ fees and costs) incurred by Trinity as a result of any security incident or breach of this Addendum by Service Provider including, without limitation, paying appropriate third parties hereunder for any use of Personal Information other than as contemplated by this Agreement. Notwithstanding any other provision of this Agreement, there will be no exclusion or limitation of liability for any collection, use, disclosure, or retention of Trinity Data (including Trinity Personal Information) in violation of this Agreement. For the avoidance of doubt, the obligations in this Section 2(F) of this Addendum are in addition to and not independent of any limitation of liability set forth in the Agreement.

3. Transfers to Trinity.

The following provisions apply to the extent that Trinity receives, or otherwise has access to, any Personal Information for which Service Provider is the Data Controller (“Service Provider Personal Information”) and where Trinity will act as a separate and independent Data Controller.

1. Separate Data Controllers. The parties acknowledge that each will act as a separate Data Controller in relation to the Service Provider Personal Information which they Process. The parties will each comply with their respective obligations under applicable Information Protection Laws in respect of their processing of Personal Information.
2. Disclosing of Service Provider Personal Information. Service Provider will: (i) only disclose the Service Provider Personal Information for purposes of enabling the performance and receipt of the Services under the Agreement (the “Permitted Purpose”); (ii) ensure that a notice has been made available and will continue to be accessible to the relevant Data Subject(s) informing them that their Personal Information will be disclosed to Trinity or to a category of third party describing Trinity; (iii) ensure that it has obtained any necessary consents or authorisations required to permit Trinity to freely Process the Service Provider Personal Information for the Permitted Purpose; (iv) not disclose any Special Categories of Personal Information to Trinity; and (v) be responsible for the security of any Service Provider Personal Information in transmission from Service Provider to Trinity (or otherwise in the possession of Service Provider).
3. Receiving of Service Provider Personal Information. Trinity will: (i) not Process Service Provider Personal Information in a way that is incompatible with the Permitted Purpose (other than to comply with a requirement of applicable law to which Trinity is subject); (ii) not Process Service Provider Personal Information for longer than is necessary to carry out the Permitted Purpose (other than to comply with a requirement of applicable law to which Trinity is subject); and (iii) 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, have in place appropriate technical and organisational security measures to protect the Service Provider Personal Information against unauthorized or unlawful Processing, or accidental loss or destruction or damage.
4. Personal Information Breaches. Trinity will notify Service Provider without undue delay following any security incident involving the Service Provider Personal Information. Each party will co-operate with the other, to the extent reasonably requested, in relation to any notifications to Supervisory Authorities or to Data Subjects which are required following a security incident involving the Service Provider Personal Information.
5. Further Co-operation and Assistance. Each party will co-operate with the other, to the extent reasonably requested, in relation to (a) any requests from data subjects exercising their rights under Information Protection Laws; (b) any other communication from a Data Subject concerning the Processing of their Personal Information; and (c) any communication from a Supervisory Authority concerning the Processing of Service Provider Personal Information, or compliance with Information Protection Laws.
6. Service Provider will indemnify, defend and hold Trinity harmless from any liability, loss, claim, injury, damage or expense (including reasonable attorneys’ fees and costs) incurred by Trinity as a result of any transfer of Service Provider Personal Information to Trinity unless such transfer was (i) expressly set forth in an SOW, or (ii) explicitly consented to by Trinity in writing for the receipt of such information. For the avoidance of doubt, the obligations in this Section 3(F) of this Addendum are in addition to and not independent of any limitation of liability set forth in the Agreement.

4. Cross-Border Transfers.

1. Cross-Border Transfers of Trinity Personal Information. Where applicable for transfers under Section 2 of this Addendum, Trinity authorizes Service Provider to transfer Trinity Personal Information across international borders, including from the European Economic Area, Switzerland, and/or the United Kingdom to the United States, provided that such transfer complies with Information Protection Laws and the Agreement (including this Addendum).
2. Cross-Border Transfers of Service Provider Personal Information. Where applicable for transfers under Section 3 of this Addendum, Service Provider authorizes Trinity to transfer Service Provider Personal Information across international borders, including from the European Economic Area, Switzerland, and/or the United Kingdom to the United States, provided that such transfer complies with Information Protection Laws and the Agreement (including this Addendum).
3. Controller to Processor Standard Contractual Clauses. If transfers under Section 2 or Section 3 of this Addendum involve the transfer of Personal Information originating in the European Economic Area, Switzerland, and/or the United Kingdom for Processing in a country that has not been found to provide an adequate level of protection under applicable Information Protection Laws, the parties agree that:
   1. For transfers under Section 2, the Standard Contractual Clauses attached hereto as Attachment 1 with selections for Module 2 (Transfer Controller to Processor) shall apply. Service Provider agrees that Trinity shall be an intended third-party beneficiary of Service Provider’s Sub-Processor agreements as contemplated by Clause 9(e) of the Standard Contractual Clauses and, where applicable, such provisions are intended to inure to the benefit of Trinity.
   2. For transfers under Section 3, the Standard Contractual Clauses attached hereto as Attachment 1 with selections for Module 1 (Transfer Controller to Controller) shall apply.
4. Data Transfer Impact Assessment Outcome. Taking into account the information and obligations set forth in this Addendum and, as may be the case for a party, such party’s independent research, to the parties’ knowledge, the Trinity Personal Information originating in the European Economic Area, Switzerland, and/or the United Kingdom that is transferred pursuant to the attached Standard Contractual Clauses to a country that has not been found to provide an adequate level of protection under applicable Information Protection Laws is afforded a level of protection that is essentially equivalent to that guaranteed by applicable Information Protection Laws.

5. Confidentiality.

1. Service Provider will hold in confidence and will not disclose to any third party (other than Service Provider Parties hereunder) any Trinity Data without the prior written consent of Trinity, unless otherwise permitted under this Agreement. For the avoidance of doubt, the obligations in this Section 5 of this Addendum are in addition to and not independent of the obligations in Section 5 of the Agreement.
2. Service Provider agrees that the privacy, security, and confidentiality obligations of this Addendum will survive indefinitely or until the Trinity Data is returned to Trinity (or destroyed by Service Provider) pursuant to Section 6 below.

6. Post-Term Determination of Trinity Data.

Except as otherwise provided in this Agreement, upon expiration or termination of this Agreement, or at any time upon Trinity’s request, Service Provider will and will have Service Provider Parties immediately return to Trinity and/or destroy all originals and copies of Trinity Data in any media including, without limitation, recordings, electronic, or hard copy format, in accordance with the requirements of this Agreement and applicable laws and regulations; provided, further, within fifteen (15) days of Trinity’s request, Service Provider will send Trinity a written certification signed by an officer of Service Provider acknowledging that all Trinity Data has been returned or destroyed. Notwithstanding any provision to the contrary in the Agreement, Service Provider may not retain any copies of any Trinity Personal Information for any purposes upon expiration or termination of this Agreement.

7. Further Cooperation.

The parties will cooperate as reasonably necessary to remain compliant with all applicable Information Protection Laws by amending this Addendum in the event that either party reasonably determines it is necessary to do so: (a) as a result of changes to the purposes or nature of the transfers of Personal Information under the Agreement; or (b) in connection with communications or instructions from a Supervisory Authorities or changes to applicable Information Protection Laws.

8. Survival.

The provisions of this Addendum will survive the expiration or other termination of this Agreement.