EU Data Act Addendum

Last Update: October 7th, 2026

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This EU Data Act Addendum (“EU Addendum”) applies if Customer is registered within a member state of the European Union or European Economic Area. This EU Addendum is in addition to and incorporated into the Agreement by reference. All capitalized words used but not defined have the meaning given to them in the HeadsUp Service Terms at https://headsuphealth.com/legal/.

1. SWITCHING NOTICE

1.1. Switching Notice. Customer may exercise its right to Switch under the Data Act by providing written notice to HeadsUp at least 2 months prior to the intended initiation date (“Switching Notice”) by sending an email to support@headsup.health, specifying Customer’s intention to: (a) Switch to another Data Processing Service offered by a Destination Provider, including all necessary details regarding such Destination Provider; (b) Switch to Customer’s on-premises ICT infrastructure; or (c) erase its Portable Data at the end of the Notice Period (“Deletion Request”). It is Customer’s sole responsibility to ensure that Customer has all rights and permissions concerning the Switching requests, Deletion Requests and Content before exercising its rights hereunder (including where Customer’s Affiliates are Users).

1.2. Portable Data. The categories of Exportable Data and Digital Assets that Customer may port during the Transition Period includes Content (“Portable Data”).

1.3. Exclusions. This Addendum does not apply to Preview Services, non-production environments and services or to HeadsUp Services provided for a limited period of time (such as trials or Professional Services).

2. OBLIGATIONS DURING SWITCHING

2.1. HeadsUp Obligations. Subject to Customer’s compliance with the Agreement, HeadsUp shall: (a) provide reasonable assistance to Customer and its authorized third parties to enable Switching; (b) exercise due care to maintain business continuity during the Transition and Retrieval Period; and (c) maintain the level of security for Portable Data as described in the Agreement. Both Parties agree to act in good faith to ensure successful Switching.

2.2. Customer Obligations. Customer shall complete Switching within the Transition and Retrieval Period and shall be responsible for importing and implementing Portable Data into its own systems or those of the Destination Provider. Customer shall promptly notify HeadsUp in writing upon successful completion of the Switching at support@headsup.health. If Customer does not initiate Switching or notify HeadsUp of successful Switching before the end of the Transition and Retrieval Period, Customer shall be deemed to have withdrawn its Switching Notice. In such cases, the Agreement shall remain in full force and effect and the termination provisions set out in Section 3.1 shall not apply. Where permitted by applicable law, Customer acknowledges and agrees that HeadsUp may charge (and Customer shall pay) switching fees representing the costs it incurs to enable Switching, including applicable data egress fees.

2.3. Extension of Transition and Retrieval Period. At any time before or during the Transition and Retrieval Period, Customer may request a one-time extension not to exceed 30 days by providing HeadsUp with written notice. If the original Transition and Retrieval Period is technically unfeasible, HeadsUp may notify Customer within 14 business days of receiving the Switching Notice confirming an alternative Transition and Retrieval Period, which shall not exceed 7 months. Customer shall also have the right to ask for an alternative Transition Period that is reasonably appropriate under the circumstances, at the time of the request, which shall not exceed 7 months. Additionally, the Parties may mutually agree in writing to any further extensions deemed necessary.

2.4. Switching Fees. HeadsUp may, at its discretion, charge the Customer reasonable charges in relation to Switching to the extent permitted by the Data Act.

3. TERMINATION & ERASURE

3.1. Termination. Without prejudice to any other rights or remedies under the Agreement, the Agreement shall terminate upon: (a) successful completion of Switching, as confirmed by Customer in accordance with Section 2.2; or (b) expiry of the Notice Period, where Customer has requested erasure of its Portable Data instead of Switching. Upon termination, HeadsUp may cancel Customer’s access to the Software Services. If, on the effective date of termination, Customer continues to use or order any other HeadsUp Services under the Agreement, the Agreement shall remain in effect solely with respect to those HeadsUp Services.

3.2. Fees. Customer remains responsible for all Fees associated with the Software Services until the effective date of termination. Customer acknowledges and agrees that all payment obligations under the Agreement are non-cancelable. If Customer terminates the Agreement before the end of the agreed Subscription Term, no refunds or discounts will apply to any pre-paid or pre-committed Fees and Customer shall pay an early termination fee equal to the remaining Fees due for the rest of the Subscription Term. Upon termination, all outstanding amounts, including those under any applicable Order Form, shall become immediately due and payable.

3.3. Data Erasure. Following termination in accordance with Section 3.1, HeadsUp will automatically delete all Content within 30 days of such termination. Nothing in this Addendum shall require HeadsUp to erase any data it has generated or derived as permitted under the Agreement, including Usage Data.

4. DEFINITIONS

“Data Act” Regulation (EU) 2023/2854 of the European Parliament and of the Council of 13 December 2023 on harmonized rules on fair access to and use of data.

“Destination Provider” a third-party provider offering a Data Processing Service of the same service type as the Software Services.

“Notice Period” a period of 2 months commencing on the date HeadsUp receives the Customer’s Switching Notice in accordance with Section 1.1.

“Transition and Retrieval Period” the period starting on the expiry of the Notice Period and ending sixty (60) days after expiry of the Notice Period, or such longer period as may be notified by Customer or HeadsUp in accordance with Section 2.3.

“Data Processing Service”, “Digital Assets”, “Exportable Data”, and “Switching” shall have the meanings given to them under the Data Act, and the term “Switch” shall be construed accordingly.