Data Processing Addendum

1. Definitions

1.1. In this DPA:

a) "Data Protection Law" means all laws that apply to the Processing of Personal Data under the Agreement, including European Data Protection Law and the laws and regulations of the United States and its states, as amended from time to time, to the extent such laws and regulations apply to the relevant party.

b) "European Data Protection Law" means the General Data Protection Regulation (EU) 2016/679 ("GDPR") and all other privacy and data protection laws of the European Economic Area ("EEA"), and their respective Member States, Switzerland and the United Kingdom ("UK") and all laws implementing or supplementing the foregoing.

c) "Personal Data" means any information that reasonably relates, directly or indirectly, to an identified or identifiable natural person that Clive may Process on Customer's behalf in performing the services under the Agreement.

d) "Processing" (including its cognate "Process") 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.

e) "Security Incident" means any breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data.

f) "Services" means the services that Clive provides to Customer pursuant to the Agreement.

g) "Standard Contractual Clauses" means (i) Module 2 of the Standard Contractual Clauses for the transfer of Personal Data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and the Council approved by European Commission Implementing Decision (EU) 2021/914 of 4 June 2021, as currently set out at https://eur-lex.europa.eu/eli/dec_impl/2021/914/oj (the "EU SCCs"), and (ii) where the UK GDPR applies, the EU SCCs as supplemented by the International Data Transfer Addendum to the EU Commission Standard Contractual Clauses issued by the Commissioner under S119A(1) Data Protection Act 2018 (the "UK SCCs").

1.2. Capitalized terms used but not defined herein have the meaning given to them in the Agreement.

2. Scope and Roles

2.1. The subject matter, nature and purpose of the Processing, the types of Personal Data and categories of Data Subjects are set out in Annex I.

2.2. Clive agrees that it will Process Personal Data only in accordance with the Agreement and this DPA. To the extent applicable, Clive will Process Personal Data as a "processor" or "service provider" as such terms are defined under applicable Data Protection Law.

3. Data Protection

3.1. When Clive Processes Personal Data, it will:

a) Process the Personal Data in accordance with Customer's documented instructions as described in the Agreement or this DPA. Clive will notify Customer if it considers that an instruction from Customer is in breach of Data Protection Law, unless it is prohibited from doing so by law on important grounds of public interest;

b) assist Customer, taking into account the nature of the Processing and the information available to Clive, in complying with Customer's obligations to respond to requests concerning Personal Data from individuals under applicable Data Protection Law;

c) implement and maintain appropriate physical, technical and organizational measures to ensure a level of security appropriate to the risk, which include the technical and organizational measures required by applicable Data Protection Law;

d) only entrust the Processing of Personal Data to personnel who have undertaken to comply with confidentiality requirements; and

e) upon termination or expiry of the Agreement, at Customer's choice delete all Personal Data (and all copies, including in backups) within ninety (90) days and, at Customer's request, certify that it has done so, unless retention is required by applicable law, in which case Clive shall keep the Personal Data confidential and Process it only to the extent and for the period required by that law.

3.2. Clive certifies that it will not (a) "sell" (as defined in Data Protection Law) the Personal Data; (b) share the Personal Data for "cross-context behavioral advertising" (as defined in Data Protection Law); (c) retain, use, combine or disclose the Personal Data for any purpose other than as permitted under this DPA and in accordance with the Agreement; or (d) retain, use, or disclose the Personal Data other than in the context of the direct relationship with Customer in accordance with the Agreement.

4. Customer Responsibilities

4.1. Customer is responsible for the lawfulness of Personal Data processing under or in connection with the Services. Customer will (i) provide all required notices and obtain all required consents, permissions and rights necessary under applicable Data Protection Law for Clive to lawfully Process Personal Data for the purposes contemplated by the Agreement; (ii) make appropriate use of the Services to ensure a level of security appropriate to the particular content of the Personal Data; (iii) comply with all Data Protection Law applicable to the collection of Personal Data and the transfer of such Personal Data to Clive; and (iv) ensure its processing instructions comply with applicable laws (including applicable Data Protection Law).

4.2. Customer acknowledges that Clive makes available information regarding the security measures applicable to the Services at: https://www.cliveapp.ai/security (the "Trust Center"). Customer represents that it has reviewed the then-current information made available in the Trust Center and will not submit or permit access through the Services to Personal Data, including any sensitive or special-category data, unless Customer has determined that the security measures described in the Trust Center are sufficient for such data and Customer's intended use of the Services complies with Data Protection Law.

5. Subprocessing

5.1. Customer agrees that Clive may use third-party suppliers to Process Personal Data ("Subprocessors") in accordance with the terms of this DPA by posting to: https://www.cliveapp.ai/subprocessors which shall have a mechanism allowing Customer to subscribe to notifications of new Subprocessors (the "Notification Mechanism"), and sending email notification to Customers who have subscribed to the Notification Mechanism. If Customer does not subscribe to such notifications, Customer shall be deemed to have received notice of a new Subprocessor when such changes are posted to the Subprocessors list website. In response to Customer's reasonable objection, the parties will work together in good faith to determine an appropriate resolution.

5.2. Clive will ensure that any Subprocessors to which it transfers Personal Data enter into written agreements with Clive requiring that the Subprocessor abide by terms substantially similar to those contained in this DPA. Clive will remain liable for any breaches of this DPA caused by its Subprocessors.

6. Restricted Data Transfers

6.1. In the event that Customer is subject to European Data Protection Law and the transfer of Personal Data to Clive would be restricted in the absence of the Standard Contractual Clauses, the Parties agree that the Standard Contractual Clauses shall be incorporated into this DPA with Customer as the "data exporter" and Clive as the "data importer."

6.2. The Standard Contractual Clauses are further completed as follows: the optional docking clause in Clause 7 is implemented; Clause 9(a) option 2 is implemented and the time period therein is specified as seven (7) days; the optional redress clause in Clause 11(a) is struck; the governing law in Clause 17 is the law of the Republic of Ireland; the courts in Clause 18(b) are the Courts of the Republic of Ireland; and Annexes 1, 2 and 3 to the Standard Contractual Clauses are Annex I, Annex II, and Paragraph 5 of this DPA, respectively. To the extent required by Data Protection Law in the UK, Part 1, tables 1, 2 and 3 of the UK SCCs will be deemed to be completed like their equivalent provisions in the EU SCCs. For the purpose of Part 1, Table 4, the party that may end the UK SCCs in accordance with Section 19 of the UK Addendum is the importer.

7. Assistance and Notifications

7.1. Upon Customer's request, Clive will provide Customer with reasonable cooperation and assistance to the extent required to fulfil Customer's obligation under European Data Protection Law to:

a) reply to investigations and inquiries from data protection regulators; and

b) carry out a data protection impact assessment related to the Services, where Customer does not otherwise have access to the relevant information necessary to perform such assessment.

7.2. Unless prohibited by Data Protection Law, Clive must inform Customer without undue delay if Clive:

a) receives a request, complaint or other inquiry regarding the Processing of Personal Data;

b) receives a binding or non-binding request to disclose Personal Data from law enforcement, courts or any government body;

c) is subject to a legal obligation that requires Clive to Process Personal Data in contravention of Customer's instructions; or

d) is otherwise unable to comply with Data Protection Law or this DPA.

7.3. Upon becoming aware of a Security Incident, Clive will inform Customer without undue delay and will provide timely information relating to the Security Incident as it becomes known or as is reasonably requested by Customer to allow Customer to fulfil its data breach reporting obligations under applicable Data Protection Law.

8. Audit

8.1. Clive will make available to Customer at Customer's request information which is necessary to demonstrate compliance with this DPA and allow for any audits, including inspections, conducted by Customer or another auditor, as requested by Customer.

8.2. To the extent Clive makes available to Customer confidential summary reports ("Audit Report") prepared by third-party security professionals, Customer agrees to accept such Audit Report, subject to confidentiality requirements, in satisfaction of its audit right; however, if Customer can demonstrate that it requires additional information, beyond the Audit Report, then Customer may request, at Customer's cost and no more than once annually, Clive to provide for an audit subject to reasonable confidentiality procedures, which will: (i) not include access to any information that could compromise confidential information relating to other Clive customers or suppliers, Clive's technical and organizational measures, or any trade secrets; and (ii) be performed upon not less than thirty (30) days' notice, during regular business hours and in such a manner as not to unreasonably interfere with Clive's normal business activities.

8.3. Where an audit reveals a material breach of this DPA by Clive, Clive shall bear the reasonable costs of that audit and shall timely remediate the breach at its own expense.

9. General

9.1. If there is any conflict between this DPA and the Agreement, this DPA will prevail to the extent of that conflict in connection with the Processing of Personal Data. If there is any conflict between the Standard Contractual Clauses and this DPA or the Agreement, the Standard Contractual Clauses will prevail to the extent of that conflict.

9.2. If any provision of this DPA is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, then the invalidity or unenforceability of such provision does not affect any other provision of this DPA and all provisions not affected by such invalidity or unenforceability will remain in full force and effect.

9.3. Notwithstanding anything to the contrary in the Agreement or this DPA, the liability of each party under this DPA is subject to the limitations of liability set out in the Agreement.

9.4. This DPA will be governed by and construed in accordance with governing law and jurisdiction provisions in the Agreement.

Annex I

A. List of Parties

Customer is the controller and the data exporter and Clive is the processor and the data importer.

B. Description of Transfer

C. Competent Supervisory Authority

The competent supervisory authority is the Irish Data Protection Commission where the EU GDPR applies.

Annex II

Clive shall implement and maintain the controls listed in this Annex II in accordance with industry standards generally accepted by information security professionals as necessary to reasonably protect Personal Data during storage, processing and transmission.

1. Information Security Program. Maintain an information security program that includes administrative, technical, and physical safeguards designed to protect the confidentiality, integrity, and availability of Personal Data.

2. Encryption. Encrypt Personal Data in transit and at rest using industry-standard encryption algorithms and ensure that credentials, API keys, and other authentication information provided by customers will be stored in an encrypted credential-management system and protected by access controls.

3. Access Controls. Provide access to Personal Data on a need-to-know basis and in accordance with the principle of least privilege. Access to production systems is restricted to authorized personnel.

4. Infrastructure and Network Security. Host Personal Data using reputable cloud infrastructure providers that maintain appropriate physical, environmental, and infrastructure security controls. Conduct third-party network vulnerability scans at least annually.

5. Vulnerability Management. Conduct application penetration testing by a qualified third party at least annually. Follow a documented secure development process, including code reviews as required for production changes in accordance with our documented change management process and periodic security review of architecture and sensitive code.

6. Incident Management. Maintain procedures designed to identify, investigate, contain, mitigate, and remediate security incidents affecting Personal Data. Document material security incidents and take reasonable steps to reduce the risk of recurrence.

7. Personnel. Require personnel authorized to access Personal Data to be bound by appropriate confidentiality obligations and to comply with applicable information security policies and procedures. Require engineers to participate in secure code training at least annually.

8. Evaluation. Periodically assess the effectiveness of technical and organizational measures and update those measures from time to time as appropriate.

9. Secure Deletion. Securely delete or overwrite Personal Data when no longer reasonably required in accordance with the DPA, using methods designed to prevent recovery.