Data Protection Addendum

Definitions

In this Addendum, the following terms shall have the meanings set out below and cognate terms shall be construed accordingly:

• "Affiliate" means an entity that owns or controls, is owned or controlled by or is or under common control or ownership with either Customer or Deepen AI (as the context allows), where control is defined as the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise;
• "Customer Personal Data" means any Personal Data provided by or made available by Customer to Deepen AI or collected by Deepen AI on behalf of Customer which is Processed by Deepen AI to perform the Services;
• "Controller to Processor SCCs" means the standard contractual clauses for cross-border transfers published by the European Commission on June 4, 2021 governing the transfer of European Area Personal Data to Third Countries as adopted by the European Commission, the Swiss Federal Data Protection and Information Commissioner ("Swiss FDPIC") relating to data transfers to Third Countries (collectively "EU SCCs"); (ii) the international data transfer addendum ("UK Transfer Addendum") adopted by the UK Information Commissioner's Office ("UK ICO") for data transfers from the UK to Third Countries; or (iii) any similar such clauses adopted by a data protection regulator relating to Personal Data transfers to Third Countries, including without limitation any successor clauses thereto;
• "Data Protection Laws" means any local, state, or national law regarding the processing of Personal Data applicable to Deepen AI in the jurisdictions in which the Services are provided to Customer, including, without limitation, privacy, security, and data protection law;
• "EU Area" means the European Union, European Economic Area, United Kingdom, and Switzerland;
• "EU Area Law" means (i) Directive 95/46/EC and, from May 25, 2018, Regulation (EU) 2016/679 ("EU GDPR") together with applicable legislation implementing or supplementing the same; (ii) the Data Protection Act 1998 of the United Kingdom and the EU GDPR as saved into United Kingdom Law by virtue of section 3 of the United Kingdom's European Union (Withdrawal) Act 2018 (the "UK GDPR"); (iii) the Swiss Federal Data Protection Act of 19 June 1992 and its Ordinance ("Swiss DPA"); (iv) any other law relating to the data protection, security, or privacy of individuals that applies in the EU Area; or (v) any successor or amendments thereto;
• "Security Incident" means any breach of security that leads to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Customer Personal Data being Processed by Deepen AI;
• "Services" means the services to be supplied by Deepen AI to Customer or Customer's Affiliates pursuant to the Agreement; and
• "Third Country" means countries that, where required by applicable Data Protection Laws, have not received an adequacy decision from an applicable authority relating to cross-border data transfers of Personal Data, including regulators such as the European Commission, UK ICO, or Swiss FDPIC.

The terms "Business", "Business Purpose", "commercial purpose", "Contractor", "Controller", "Data Subject", "Personal Data", "Personal Data Breach", "Process", "Processor", "Sell", "Service Provider", "Share", "Subprocessor", "Supervisory Authority", and "Third Party" have the same meanings as described in applicable Data Protection Laws and cognate terms shall be construed accordingly. Capitalized terms not otherwise defined in this Addendum shall have the meanings ascribed to them in the Agreement.

Scope of Addendum

This Addendum applies to Deepen AI's Processing of Customer Personal Data under the Agreement to the extent such Processing is subject to Data Protection Laws. This Addendum is governed by the governing law of the Agreement unless otherwise required by Data Protection Laws.

Roles of the Parties

The Parties acknowledge and agree that with regard to the Processing of Customer Personal Data, and as more fully described in Annex 1 hereto, Customer acts as a Business or Controller, and Deepen AI acts as a Service Provider or Processor. This Addendum shall apply solely to the Processing of Customer Personal Data by Deepen AI acting as a Processor, Subprocessor, or Third Party (as specified in Annex 1).

The Parties expressly agree that Customer shall be solely responsible for ensuring timely communications to Customer's Affiliates or the relevant Controller(s) who receive the Services, insofar as such communications may be required or useful in light of applicable Data Protection Laws to enable Customer's Affiliates or the relevant Controller(s) to comply with such Laws. Customer is solely responsible for complying with Security Incident notification laws applicable to Customer and fulfilling any obligations to give notices to government authorities, affected individuals or others relating to any Security Incidents.

Description and Purpose of Personal Data Processing

In Annex 1 to this Addendum, the Parties have mutually set out their understanding of the subject matter and details of the Processing of the Customer Personal Data to be Processed by Deepen AI pursuant to this Addendum. The Parties may make reasonable amendments to Annex 1 on mutual written agreement and as reasonably necessary to meet those requirements or to address the requirements of Data Protection Laws from time to time. Annex 1 does not create any obligation or rights for any Party. The purpose of Processing under this Addendum is the provision of the Services pursuant to the Agreement and any Order Form(s).

Data Processing Terms

Customer shall comply with all applicable Data Protection Laws in connection with the performance of this Addendum and the Processing of Customer Personal Data. In connection with its access to and use of the Services, Customer shall Process Customer Personal Data within such Services and provide Deepen AI with instructions in accordance with applicable Data Protection Laws. As between the Parties, Customer shall be solely responsible for compliance with applicable Data Protection Laws regarding the collection of and transfer to Deepen AI of Customer Personal Data. Customer agrees not to provide Deepen AI with any data concerning a natural person's health, religion or any special categories of data as defined in Article 9 of the GDPR.

Deepen AI shall comply with all applicable Data Protection Laws in the Processing of Customer Personal Data and Deepen AI shall:

1. Process the Customer Personal Data for the purposes of the Agreement and for the specific purposes in each case as set out in Annex 1 to this Addendum and otherwise solely on the documented instructions of Customer, for the purposes of providing the Services and as otherwise necessary to perform its obligations under the Agreement. In particular, Deepen AI shall use, retain, disclose, or otherwise Process Customer Personal Data only on behalf of Customer and for the specific business purpose of providing the Services and in accordance with Customer's instructions. Deepen AI shall not Sell or Share Customer Personal Data, nor use, retain, disclose, or otherwise Process Customer Personal Data outside of its business relationship with Customer or for any other purpose except as required or permitted by law. Deepen AI shall immediately inform Customer (a) if Deepen AI determines that it is no longer able to meet its obligations under Data Protection Laws or (b) if, in Deepen AI's opinion, an instruction infringes applicable Data Protection Laws. Deepen AI will not combine Customer Personal Data which Deepen AI Processes on Customer's behalf with Personal Data which it receives from or on behalf of another person, except to perform any Business Purpose permitted or required under the Agreement;
2. implement and maintain measures designed to ensure that Deepen AI personnel authorized to process the Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality unless disclosure is required by law or professional regulations;
3. implement and maintain the technical and organizational measures set out in the Agreement and, 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 to the rights and freedoms of natural persons, implement and maintain any further commercially reasonable and appropriate measures designed to ensure a level of security appropriate to the risk in accordance with Article 32 of the GDPR, and specifically: pseudonymization and encryption of Customer Personal Data; ensuring ongoing confidentiality, integrity, availability and resilience of processing systems; restoring availability and access to Customer Personal Data in a timely manner in the event of a physical or technical incident; and regularly testing, assessing and evaluating the effectiveness of technical and organizational measures;
4. engage and appoint Sub-processors (and specifically the Sub-processors listed in Annex 2), subject to Deepen AI notifying Customer at least thirty (30) calendar days in advance of any intended changes or additions; including data protection obligations in its contract with each Sub-processor that are materially the same as those set out in this Addendum; and remaining liable to Customer for any failure by each Sub-processor. Customer shall have a period of 30 days from the date of notice to object on data protection grounds, after which the parties will work together in good faith for a period of no more than 30 days to find a commercially reasonable solution; where no solution can be found, either Party may terminate the relevant Services on written notice;
5. to the extent legally permissible, promptly notify Customer of any legally binding requests for disclosure of Customer Personal Data. Where a request is not legally binding, Customer Personal Data will not be disclosed and Deepen AI will notify the Customer of such request rejection. A record of all legally binding disclosure requests shall be maintained;
6. to the extent legally permissible, promptly notify Customer of any communication from a Data Subject regarding the Processing of Customer Personal Data, and reasonably assist Customer by appropriate technical and organizational measures, insofar as possible, to respond to requests for exercising the data subject's rights laid down in Chapter III GDPR;
7. upon becoming aware of a Personal Data Breach involving Customer Personal Data, notify Customer without undue delay, including all timely information reasonably required for Customer to comply with its data breach reporting obligations, and take all measures necessary to remedy or mitigate the effects of such Security Incident. Security Incidents do not include unsuccessful attempts or activities that do not compromise the security of Customer Personal Data;
8. to the extent required by the applicable Data Protection Laws, provide reasonable assistance to Customer with its obligations pursuant to Articles 32 to 36 of the GDPR taking into account the nature of the Processing and information available to Deepen AI;
9. cease Processing the Customer Personal Data upon the termination or expiry of the Agreement, and at the option of Customer either return or delete (including by ensuring such data is in non-readable format) all copies of the Customer Personal Data, unless applicable law requires Deepen AI to retain some or all of it. Any retained Customer Personal Data shall remain subject to the obligations of confidentiality set forth in the Agreement;
10. maintain the necessary records in support of demonstrating compliance with its obligations for the processing of Customer Personal Data carried out on behalf of the Customer; and
11. make available to Customer all information reasonably necessary to demonstrate compliance with this Addendum and allow for and contribute to audits, including inspections, by Customer or an independent third party auditor mandated by Customer, on reasonable prior notice and during normal business hours.

Warranties

The Parties warrant that they and any staff and/or subcontractors will comply with their respective obligations under Data Protection Laws for the term.

Restricted Transfers

1. The parties agree that when the transfer of Customer Personal Data from Customer and/or any of its Affiliates (as exporter) to Deepen AI (as importer) is a Restricted Transfer and EU Area Law applies, the transfer shall be subject to the appropriate Controller to Processor SCCs, which shall be deemed incorporated into and form part of this Addendum. For Customer Personal Data protected by the EU GDPR, the EU SCCs will apply with Module Two (controller to processor transfers), the optional docking clause in Clause 7, Option 2 in Clause 9, no optional language in Clause 11, Option 1 in Clause 17 governed by Irish law, and disputes resolved before the courts of the Republic of Ireland. Corresponding modifications apply for the Swiss DPA and the UK GDPR via the UK Addendum;
2. Deepen AI shall process Personal Data using AI and machine learning technologies within the Frankfurt Region, Germany, in accordance with the terms of this Addendum and applicable Data Protection Laws, including the GDPR. The purpose of such AI processing is limited to the services provided by the Deepen AI tool, only to the extent necessary to achieve the specified purposes;
3. Deepen AI shall not participate in any other Restricted Transfers of Customer Personal Data unless made in compliance with applicable Data Protection Law and pursuant to the relevant Standard Contractual Clauses;
4. Customer should routinely review all international transfers of Personal Data on a case-by-case basis to monitor new risks and implement additional safeguards (such as encryption or pseudonymization) to mitigate identified risks;
5. Where a party located outside the EEA or an adequate country receives Personal Data, that party will act as the data importer, the other party is the data exporter, and the relevant Transfer Mechanism will apply. Transfer Mechanisms may include the Standard Contractual Clauses approved by the European Commission Decision of 4 June 2021, and the International Data Transfer Agreement or Addendum issued by the ICO;
6. If the Transfer Mechanism is insufficient to safeguard the transferred Personal Data, the data importer will promptly implement supplementary measures to ensure Personal Data is protected to the same standard as required under Data Protection Laws;
7. Subject to the terms of the relevant Transfer Mechanism, if the data importer receives a request from a public authority to access Personal Data, it will (if legally allowed) challenge the request, promptly notify the data exporter, disclose only the minimum amount of Personal Data required, and keep a record of the disclosure.

Precedence

The provisions of this Addendum are supplemental to the provisions of the Agreement. In the event of any inconsistency, they will take priority in this order: (a) any Standard Contractual Clauses or other Cross-Border Transfer Mechanisms; (b) this Addendum; (c) the Agreement. In the event that any provision of this Addendum and/or the Agreement contradicts the Controller to Processor SCCs, the Controller to Processor SCCs will control.

Indemnity

To the extent permissible by law, Customer shall (a) defend Deepen AI and its Affiliates (collectively, "Indemnified Parties") from and against any and all claims, demands, suits, or proceedings made or brought against any of the Indemnified Parties by any third party (each, a "Claim"), and (b) indemnify and hold harmless the Indemnified Parties from and against any and all losses, damages, liabilities, fines and administrative fines, penalties, settlements, and costs and expenses of any kind (including reasonable legal, investigatory and consultancy fees and expenses), in each case arising from any breach by Customer of this Addendum or of its obligations under applicable Data Protection Laws. Deepen AI may participate in the defense and/or settlement of a Claim with counsel of its choosing at its own expense.

Severability

The Parties agree that, if any section or sub-section of this Addendum is held by any court or competent authority to be unlawful or unenforceable, it shall not invalidate or render unenforceable any other section of this Addendum.

Miscellaneous

The Addendum considers the following and follows:

• Privacy by Design and default;
• Achieving security of Processing;
• Notification of breaches involving Customer Personal Data to the relevant Supervisory Authority;
• Notification of breaches involving Customer Personal Data to Customer;
• Conducting Privacy Impact Assessment where appropriate and required by applicable Data Protection Law;
• Assurance of Deepen AI's assistance if prior consultations with relevant Supervisory Authorities are needed and required by applicable Data Protection Laws.

Deepen AI shall comply with all statutory and regulatory requirements, ISO 27001:2022, ISO 27701:2019 and EU GDPR. In the event a Data Subject wishes to exercise its data subject rights under applicable Data Protection Law, including the right of access, correction and/or erasure of its Personal Data in Deepen AI's control, the Data Subject can submit such request, and raise any concerns or complaints, by contacting Deepen AI's Data Protection Officer below. There are no temporary files generated during processing.

Annex 1: Description of Processing Activities

This Annex includes certain details of the Processing of Customer Personal Data by Deepen AI in connection with the Services.

List of Parties

Competent Supervisory Authority

As determined by application of Clause 13 of the EU SCCs.

Processing Information

Annex 2: List of Sub-processors