Lizzy AI – Data Processing Addendum

1.1 "Authorized Subprocessor" means a third-party entity engaged by LizzyAI to process Personal Data in order to provide the Services and that has been approved by Customer in accordance with Section 6.

1.2 "Data Privacy Framework" means, as applicable, EU-U.S. Data Privacy Framework, the UK Extension to the EU-U.S. Data Privacy Framework, and/or the Swiss-U.S. Data Privacy Framework.

1.3 "Data Subject" means a natural person whose Personal Data is protected by Privacy Laws. For the avoidance of doubt, "Data Subject" includes the term "Consumer" under Privacy Laws.

1.4 "Data Subject Request" means a request from a Data Subject to exercise their rights over Personal Data afforded pursuant to Privacy Laws.

1.5 "EU SCCs" means standard contractual clauses approved by the European Commission in Commission Decision 2021/914 dated 4 June 2021, for transfers of personal data to countries not otherwise recognized as offering an adequate level of protection for personal data by the European Commission (as amended and updated from time to time), as modified by Section 9 of this DPA.

1.6 "ex-EEA Transfer" means the transfer of Personal Data subject to the GDPR from the European Economic Area (the "EEA"), to a country where the transfer is not governed by an adequacy decision made by the European Commission in accordance with the relevant provisions of the GDPR.

1.7 "ex-UK Transfer" means the transfer of Personal Data subject to Chapter V of the UK GDPR from outside the United Kingdom (the "UK" ) where such transfer is not governed by an adequacy decision made by the Secretary of State in accordance with the relevant provisions of the UK GDPR and the Data Protection Act 2018.

1.8 "Personal Data" means any Customer Data that constitutes "personal data", "personal information", or equivalent term under Privacy Laws.

1.9 "Privacy Laws" means any applicable laws and regulations in any relevant jurisdiction relating to the processing of Personal Data including, each to the extent applicable (i) the General Data Protection Regulation (Regulation (EU) 2016/679) ("EU GDPR") and the EU GDPR as it forms part of the law of England and Wales by virtue of section 3 of the European Union (Withdrawal) Act 2018 (the "UK GDPR") (together, collectively, the "GDPR"), (ii) the Swiss Federal Act on Data Protection, (iii) the UK Data Protection Act 2018, (iv) the Privacy and Electronic Communications (EC Directive) Regulations 2003, (v) U.S. state comprehensive privacy laws, such as the California Consumer Privacy Act, as amended by the California Privacy Rights Act of 2020 (the "CCPA"); in each case, as updated, amended or replaced from time to time. The terms "business purpose", "Controller", "Processor", "process" or "processing", "sell", "share", "supervisory authority", and “Personal Data Breach” shall have the meanings set forth for those or equivalent terms under Privacy Laws. For the avoidance of doubt, the terms "Controller" and "Processor" include "Business" and "Service Provider", respectively, as defined in the CCPA.

1.10 "Standard Contractual Clauses" means, as applicable, the EU SCCs and the UK SCCs.

1.11 "UK Addendum" means the template International Data Transfer Addendum issued by the Information Commissioner and laid before Parliament in accordance with s119A of the Data Protection Act 2018 on 2 February 2022 (as may be amended from time to time), as completed by Exhibit D.

1.12 "UK SCCs" means the EU SCCs, as amended by the UK Addendum.

2.1 Except as expressly set forth in this DPA or the Agreement, with respect to Personal Data, Customer is the Controller and LizzyAI is a Processor, or to the extent Customer is a Processor to a third-party Controller, LizzyAI is a subprocessor.

2.2 LizzyAI shall process Personal Data only (i) for purposes set forth in the Agreement, (ii) in a manner consistent with the documented instructions provided by Customer, which shall include the Agreement and this DPA, and (iii) as required by Privacy Laws or a supervisory authority; in such case, LizzyAI shall inform Customer of that legal requirement before processing to the extent legally permitted. The subject matter, nature, purpose, and duration of this processing, as well as the types of Personal Data collected and categories of Data Subjects involved, are described in Exhibit A to this DPA.

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5.1 LizzyAI shall maintain records sufficient to demonstrate its compliance with its obligations under this DPA. Upon Customer's written request at reasonable intervals, and subject to reasonable confidentiality controls, LizzyAI shall, either (i) make available for Customer's review copies of certifications or reports demonstrating LizzyAI's compliance with prevailing data security standards applicable to the processing of Personal Data, or (ii) if the provision of reports or certifications pursuant to (i) is not reasonably sufficient under Privacy Laws, allow Customer's independent third party representative to conduct an audit or inspection of LizzyAI's data security infrastructure and procedures that is sufficient to demonstrate LizzyAI's compliance with its obligations under Privacy Laws, provided that (a) Customer provides reasonable prior written notice of any such request for an audit and such inspection shall not be unreasonably disruptive to LizzyAI's business; (b) such audit shall only be performed during business hours and occur no more than once per calendar year; and (c) such audit shall be restricted to data relevant to Customer. Customer shall be responsible for the costs of any such audits or inspections, including without limitation a reimbursement to LizzyAI for any time expended for on-site audits. If Customer and LizzyAI have entered into Standard Contractual Clauses as described in Section 9 (Transfers of Personal Data), the parties agree that the audits described in Clause 8.9 of the EU SCCs shall be carried out in accordance with this Section 5.2.

6.1 Customer acknowledges and agrees that LizzyAI may (1) engage its affiliates as well as the Authorized Subprocessors listed in Exhibit B to this DPA to access and process Personal Data in connection with the Services and (2) from time to time engage additional third parties for the purpose of providing the Services, including without limitation the processing of Personal Data pursuant to Section 6.2. By way of this DPA, Customer provides general written authorization to LizzyAI to engage subprocessors as necessary to perform the Services.

6.2 A list of LizzyAI's current Authorized Subprocessors (the "List") will be made available to Customer, either attached hereto, at a link provided to Customer, via email or through another means made available to Customer. Such List may be updated by LizzyAI from time to time. LizzyAI may provide a mechanism to subscribe to notifications of new Authorized Subprocessors and Customer agrees to subscribe to such notifications where available. At least ten (10) days before enabling any third party other than existing Authorized Subprocessors to access or participate in the processing of Personal Data, LizzyAI will add such third party to the List and notify Customer via email. Customer may object to such an engagement by informing LizzyAI within ten (10) days of receipt of the aforementioned notice to Customer, provided such objection is in writing and based on reasonable grounds relating to data protection. If Customer does not object during this period, that third party will be deemed an Authorized Subprocessor. Customer acknowledges that certain subprocessors are essential to providing the Services and that objecting to the use of a subprocessor may prevent LizzyAI from offering the Services to Customer.

6.3 If Customer reasonably objects to an engagement in accordance with Section 6.2, and LizzyAI cannot provide a commercially reasonable alternative within a reasonable period of time, Customer may discontinue the use of the affected Service by providing written notice to LizzyAI. Discontinuation shall not relieve Customer of any fees owed to LizzyAI under the Agreement.

6.4 LizzyAI will enter into a written agreement with the Authorized Subprocessor imposing on the Authorized Subprocessor data protection obligations comparable to those imposed on LizzyAI under this DPA with respect to the protection of Personal Data. In case an Authorized Subprocessor fails to fulfill its data protection obligations under such written agreement with LizzyAI, LizzyAI will remain liable to Customer for the performance of the Authorized Subprocessor's obligations under such agreement.

6.5 If Customer and LizzyAI have entered into Standard Contractual Clauses as described in Section 9 (Transfers of Personal Data), (i) the above authorizations will constitute Customer's prior written consent to the subcontracting by LizzyAI of the processing of Personal Data if such consent is required under the Standard Contractual Clauses, and (ii) the parties agree that the copies of the agreements with Authorized Subprocessors that must be provided by LizzyAI to Customer pursuant to Clause 9(c) of the EU SCCs may have commercial information, or information unrelated to the Standard Contractual Clauses or their equivalent, removed by LizzyAI beforehand, and that such copies will be provided by LizzyAI only upon request by Customer.

7.1 LizzyAI shall ensure that any person it authorizes to process Personal Data has agreed to protect Personal Data in accordance with LizzyAI's confidentiality obligations in the Agreement. Customer agrees that LizzyAI may disclose Personal Data to its advisers, auditors or other third parties as reasonably required in connection with the performance of its obligations under this DPA, the Agreement, or the provision of Services to Customer.

7.2 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, LizzyAI shall maintain appropriate technical and organizational measures to ensure a level of security appropriate to the risk of processing Personal Data, as described in Exhibit C.

8.1 In the event of a Personal Data Breach, LizzyAI shall, without undue delay, inform Customer of the Personal Data Breach and take such steps as LizzyAI in its sole discretion deems necessary and reasonable to remediate such Personal Data Breach, to the extent that remediation is within LizzyAI's reasonable control.

8.2 In the event of a Personal Data Breach, LizzyAI shall, taking into account the nature of the processing and the information available to LizzyAI, provide Customer with reasonable cooperation and assistance necessary for Customer to comply with its obligations under Privacy Laws with respect to notifying (i) the relevant supervisory authority or regulatory agency and (ii) Data Subjects affected by such Personal Data Breach without undue delay.

8.3 The obligations described in Sections 8.1 and 8.2 shall not apply in the event that a Personal Data Breach results from the actions or omissions of Customer. LizzyAI's obligation to report or respond to a Personal Data Breach under Sections 8.1 and 8.2 will not be construed as an acknowledgement by LizzyAI of any fault or liability with respect to the Personal Data Breach.

9.1 The parties agree that LizzyAI may transfer Personal Data processed under this DPA outside the EEA, the UK, or Switzerland as necessary to provide the Services, provided that, at Customer’s election, LizzyAI shall store Personal Data in the EEA. Customer acknowledges that LizzyAI's primary processing operations take place in the United States, and that access to Personal Data by individuals and Authorized Subprocessors from the United States is necessary for the provision of the Services to Customer. If LizzyAI transfers Personal Data protected under this DPA to a jurisdiction for which the European Commission has not issued an adequacy decision, LizzyAI will ensure that appropriate safeguards have been implemented for the transfer of Personal Data in accordance with Privacy Laws.

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9.2 Ex-EEA Transfers. The Parties agree that ex-EEA Transfers shall either be made pursuant to (i) the Data Privacy Framework to the extent the recipient of the ex-EEA Transfer is certified accordingly, or (ii) the EU SCCs, which are deemed entered into (and incorporated into this herein by reference) and completed as follows:

9.2.1 Module One (Controller to Controller) of the EU SCCs applies when LizzyAI is processing Personal Data as a controller pursuant to Section 9 of this DPA.

9.2.2 Module Two (Controller to Processor) of the EU SCCs applies when Customer is a controller and LizzyAI is a processor of Personal Data in accordance with Section 2 of this DPA.

9.2.3 Module Three (Processor to Subprocessor) of the EU SCCs applies when Customer is a processor and LizzyAI is a subprocessor of Personal Data in accordance with Section 2 of this DPA.

9.3 For each module, where applicable the following applies:

9.3.1 The optional docking clause in Clause 7 does not apply.

9.3.2 In Clause 9, Option 1 (specific prior authorization) applies, and the minimum time period for prior notice of subprocessor changes shall be as set forth in Section 6.1 of this DPA.

9.3.3 In Clause 11, the optional language does not apply.

9.3.4 All square brackets in Clause 13 are hereby removed.

9.3.5 In Clause 17 (Option 1), the EU SCCs will be governed by the Republic of Ireland.

9.3.6 In Clause 18(b), disputes will be resolved before the courts of the Republic of Ireland.

9.3.7 Exhibit B to this DPA contains the information required in Annex I of the EU SCCs.

9.3.8 Exhibit C to this DPA contains the information required in Annex II of the EU SCCs.

9.3.9 By entering into this DPA, the Parties are deemed to have signed the EU SCCs incorporated herein, including their Annexes.

9.4 Ex-UK Transfers. The Parties agree that ex-UK Transfers shall either be made pursuant to (i) the Data Privacy Framework to the extent that recipient of the ex-UK Transfer is certified accordingly, or (ii) the UK SCCs, which are deemed entered into and incorporated herein by reference.

9.5 Transfers from Switzerland. The Parties agree that transfers from Switzerland shall either be made pursuant to (i) the Data Privacy Framework to the extent that recipient of the transfer from Switzerland is certified accordingly, or (ii) the EU SCCs with the following modifications:

9.5.1 The terms "General Data Protection Regulation" or "Regulation (EU) 2016/679" as utilized in the EU SCCs shall be interpreted to include the Federal Act on Data Protection of 19 June 1992 (the "FADP", and as revised as of 25 September 2020, the "Revised FADP") with respect to data transfers subject to the FADP.

9.5.2 Clause 13 of the EU SCCs is modified to provide that the Federal Data Protection and Information Commissioner ("FDPIC") of Switzerland shall have authority over data transfers governed by the FADP and the appropriate EU supervisory authority shall have authority over data transfers governed by the GDPR. Subject to the foregoing, all other requirements of Clause 13 shall be observed.

9.5.3 The term "EU Member State" as utilized in the EU SCCs shall not be interpreted in such a way as to exclude Data Subjects in Switzerland from exercising their rights in their place of habitual residence in accordance with Clause 18(c) of the EU SCCs.

9.6 Supplementary Measures. In respect of any transfer of Personal data made pursuant to the Standard Contractual Clauses, the following supplementary measures shall apply:

9.6.1 As of the date of this DPA, LizzyAI has not received any formal legal requests from any government intelligence or security service/agencies in the country to which the Personal Data is being exported, for access to (or for copies of) such Personal Data ("Government Agency Requests").

9.6.2 If LizzyAI receives a Government Agency Request, LizzyAI shall attempt to redirect the government agency to Customer. As part of this effort, LizzyAI may provide Customer's basic contact information to the government agency. If LizzyAI is compelled to disclose Personal Data, to the extent legally permitted, LizzyAI shall notify Customer of the demand and reasonably cooperate to allow Customer to seek a protective order or other appropriate remedy. LizzyAI shall not voluntarily disclose Personal Data to any law enforcement or government agency. The Parties shall determine whether all or any transfers of Personal Data pursuant to this DPA should be suspended in light of such a Government Agency Request.

9.6.3 The Parties will confer as appropriate to consider whether: (i) the protection afforded by the laws of the country of LizzyAI to data subjects whose Personal Data is being transferred is sufficient to provide broadly equivalent protection to that afforded in the EEA or the UK, as applicable; (ii) additional measures are reasonably necessary for the transfer to comply with Privacy Laws; and (iii) it is still appropriate for Personal Data to be transferred to the relevant LizzyAI, taking into account all relevant information available, including guidance by supervisory authorities, to the Parties.

9.6.4 If either (i) any of the means of legitimizing a transfer cease to be valid or (ii) any supervisory authority requires transfers of Personal Data pursuant to those means to be suspended, the Parties agree to amend the means of legitimizing transfers in accordance with Privacy Laws. To the extent necessary to ensure the enforceability of the Standard Contractual Clauses, the Parties shall execute the Standard Contractual Clauses as a separate agreement.

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11.1 LizzyAI shall, to the extent permitted by Privacy Laws, notify Customer upon receipt of Data Subject Request. If LizzyAI receives a Data Subject Request in relation to Personal Data, LizzyAI will advise the Data Subject to submit their request to Customer and Customer will be responsible for responding to such request, including, where necessary, by using the functionality of the Services. Customer is solely responsible for ensuring that Data Subject Requests communicated to LizzyAI, and, if applicable, for ensuring that a record of consent to processing is maintained with respect to each Data Subject.

11.2 LizzyAI shall, at the request of Customer, and taking into account the nature of the processing applicable to any Data Subject Request, apply appropriate technical and organizational measures to assist Customer in complying with Customer's obligation to respond to such Data Subject Request and/or in demonstrating such compliance, where possible, provided that (i) Customer is itself unable to respond without LizzyAI's assistance and (ii) LizzyAI is able to do so in accordance with all applicable laws, rules, and regulations. Customer shall be responsible to the extent legally permitted for any costs and expenses arising from any such assistance by LizzyAI.