Data Processing Agreement

1. Definitions

Terms not specifically defined herein shall have the meaning ascribed thereto in the Terms.In this DPA, the following terms shall have the following meanings:

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1.1 "CCPA" shall mean the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020 ("CPRA"), and any implementing regulations, as may be amended, superseded, or replaced from time to time.

1.2 "Data Protection Laws" means all applicable privacy, data protection, and data security laws and regulations applicable to the Processing of Personal Data under the Terms, including, where applicable: (a) the GDPR; (b) the UK GDPR and the UK Data Protection Act 2018; (c) the Swiss Federal Act on Data Protection and its implementing regulations ("Swiss DPA"); (d) the CCPA/CPRA; and (e) any other applicable U.S. state privacy laws, in each case as amended, superseded, or replaced from time to time.

1.3 "GDPR" shall mean the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the Processing of personal data and on the free movement of such data and repealing Directive 95/46/EC (General Data Protection Regulation).

1.4 "Personal Data" shall mean any information relating to an identified or identifiable natural person processed by Us as part of providing the Service(s) to You as described in an Appendix.

1.5 "Restricted Transfer" means: (i) where the GDPR applies, a transfer of Personal Data from the EEA to a country outside the EEA which is not subject to an adequacy determination by the European Commission; (ii) where the UK GDPR applies, a transfer of Personal Data from the UK to any other country which is not based on adequacy regulations pursuant to Section 17A of the Data Protection Act 2018; and (iii) where the Swiss DPA applies, a transfer of Personal Data to a country outside of Switzerland which is not included on the list of adequate jurisdictions published by the Swiss Federal Data Protection and Information Commissioner.

1.6 "Standard Contractual Clauses" or "SCCs" means (i) where the GDPR applies, the standard contractual clauses as approved by the European Commission (Implementing Decision (EU) 2021/914 of 04 June 2021) and available at https://eur-lex.europa.eu/legal-content/EN/TXT/HTML/?uri=CELEX:32021D0914 ("EU SCCs"); (ii) where the UK GDPR applies, the International Data Transfer Addendum to the EU SCCs issued by the UK Information Commissioner, Version B1.0, in force from 21 March 2022 set forth as Appendix IV ("UK SCCs") and (iii) where the Swiss DPA applies, the applicable standard data protection clauses issued, approved or recognized by the Swiss Federal Data Protection and Information Commissioner (the "Swiss SCCs") (in each case, as updated, amended or superseded from time to time).

1.7 "Sensitive Personal Information" means information that relates to an individual's racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, genetic data, biometric data for the purpose of uniquely identifying a natural person, data concerning health, or data concerning a natural person's sex life or sexual orientation. It also includes information about an individual's criminal offences or convictions, as well as any other information deemed sensitive under applicable data protection laws.

1.8 "Controller", "Data Subject", "Personal Data Breach", "Processor" and "Process" shall have the meaning given to them in the GDPR.

1.9 "AI/LLM Provider" means any third-party artificial intelligence, machine learning, or large language model service provider engaged by Us to support AI-assisted features of the Service(s), including providers used for inference, summarisation, analysis, or generation of requested outputs.

1.10 "AI-Assisted Features" means features of the Service(s) that use artificial intelligence, machine learning, large language models, automation, or predictive analytics to generate summaries, insights, forecasts, recommendations, or other analytical outputs.

1.11 "Customer Inputs" means prompts, queries, instructions, metadata, contextual information, selected Customer Data, or other information submitted or made available by You or Your authorised Users for use with AI-Assisted Features.

1.12 "Sub-processor" means any third party engaged by Us to Process Personal Data on Your behalf, including infrastructure providers, data transfer providers, and AI/LLM Providers.

2. Scope and Responsibilities

2.1 This DPA applies to Processing of Personal Data forming a part of the Customer Data.

2.2 We shall Process Personal Data only on Your behalf and at all times only in accordance with this DPA, especially the respective Appendix. For the avoidance of doubt, We shall be the Processor and You shall be the Controller of the Personal Data.

2.3 Within the scope of the Terms, each party shall be responsible for complying with its respective obligations as Controller and Processor under Data Protection Laws.

2.4 AI Processing Restriction. We shall not use Customer Data or Customer Inputs to train, fine-tune, or improve generalized artificial intelligence or machine-learning models, except where expressly authorised by You in writing. Processing through AI-Assisted Features shall be limited to providing, supporting, maintaining, securing, and improving the Service(s) for Your benefit in accordance with the Terms and this DPA. We shall maintain commercially reasonable contractual controls with AI/LLM Providers designed to restrict or prohibit the use of Customer Data and Customer Inputs for generalized model training purposes.

3. Term and Termination

3.1 This DPA becomes effective upon You subscribing to the Service(s) by agreeing to the Terms. It shall continue to be in full force and effect as long as We are Processing Personal Data pursuant to the Terms and shall terminate automatically thereafter.

3.2 Where amendments are required to ensure compliance of this DPA or an Appendix with Data Protection Laws, the Parties shall make reasonable efforts to agree on such amendments upon Your request. Where the Parties are unable to agree upon such amendments, either Party may terminate the Terms in accordance with the termination procedure contained therein.

4. Processing Instructions

4.1 We will Process Personal Data in accordance with Your instructions. This DPA contains Your initial instructions to Us. The Parties agree that You may communicate any change in Your initial instructions to Us by way of amendment to this DPA, which shall be signed by the Parties.

4.2 For the avoidance of doubt, any instructions that would lead to Processing outside the scope of this DPA (e.g. because a new Processing purpose is introduced) will require a prior agreement between the Parties.

4.3 We shall without undue delay inform You in writing if, in Our opinion, an instruction infringes Data Protection Laws, and provide a detailed explanation of the reasons for its opinion in writing.

4.4 AI-Assisted Processing Instructions. You acknowledge that use of AI-Assisted Features may involve limited Processing of Customer Inputs by Us and authorised AI/LLM Providers solely to generate outputs requested by You or Your authorised Users. Such Processing shall be deemed part of Your documented instructions under this DPA.

5. Processor Personnel

We will restrict Our personnel from Processing Personal Data without authorization. We will impose appropriate contractual obligations upon its personnel, including relevant obligations regarding confidentiality, data protection and data security.

6. Disclosure to Third Parties; Data Subjects Rights

6.1 We will not disclose Personal Data to any government agency, court, or law enforcement except with Your written consent or as necessary to comply with applicable mandatory laws. If We are obliged to disclose Personal Data to a law enforcement agency, then We agree to give You reasonable notice of the access request prior to granting such access, to allow You to seek a protective order or other appropriate remedy. If such notice is legally prohibited, We will take reasonable measures to protect the Personal Data from undue disclosure as if it were Our own confidential information being requested and shall inform You promptly as soon as possible if and when such legal prohibition ceases to apply.

6.2 In case You receive any request or communication from Data Subjects which relate to the Processing of Personal Data ("Request"), We shall reasonably provide You with full cooperation, information and assistance ("Assistance") in relation to any such Request where instructed by You.

6.3 Where We receive a Request, We shall (i) not directly respond to such Request, (ii) forward the Request to You within five (5) business days of identifying the Request as being related to You and (iii) provide Assistance according to further instructions from You.

7. Technical and Organizational Measures

7.1 We shall implement and maintain appropriate technical and organizational security measures to ensure that Personal Data is Processed according to this DPA, to provide assistance and to protect Personal Data against a Personal Data Breach ("TOMs") as specified in Appendix II hereto.

8. Assistance with Data Protection Impact Assessment

8.1 Where a Data Protection Impact Assessment ("DPIA") is required under applicable Data Protection Laws for the Processing of Personal Data, We shall provide upon request to You any information and assistance reasonably required for the DPIA including assistance for any communication with data protection authorities, where required, unless the requested information or assistance is not pertaining to Our obligations under this DPA.

8.2 You shall pay Us reasonable charges for providing the assistance in clause 8, to the extent that such assistance cannot be reasonably accommodated within the normal provision of the Service(s).

9. Information Rights and Audit

9.1 We shall, in accordance with Data Protection Laws, make available to You on request in a timely manner such information as is necessary to demonstrate compliance by Us with Our obligations under the Data Protection Laws.

9.2 We shall, upon reasonable notice, allow for and contribute to audits of Our Processing of Personal Data, as well as the TOMs (including data Processing systems, policies, procedures and records), during regular business hours and with minimal interruption to Our business operations. Such audits shall be conducted by You, Your affiliates or an independent third party on Your behalf (which will not be a competitor of Us) that is subject to reasonable confidentiality obligations.

9.3 You shall pay Us reasonable costs of allowing or contributing to audits or inspections in accordance with clause 9.2 where You wish to conduct more than one audit or inspection every twelve (12) months. We will immediately refer to You any requests received from national data protection authorities that relate to Our Processing of Personal Data.

9.4 We undertake to reasonably cooperate with You in Your dealings with national data protection authorities and with any audit requests received from national data protection authorities.

10. Personal Data Breach Notification

In respect of any Personal Data Breach (actual or reasonably suspected), We shall:

10.1 notify You of a confirmed Personal Data Breach involving Us or a Sub-processor without undue delay and, where reasonably feasible, within seventy-two (72) hours after We become aware of such Personal Data Breach. Such notice shall include, to the extent available at the time of notification, reasonable details regarding the nature of the Personal Data Breach, the categories of Personal Data affected, the likely consequences, and the measures taken or proposed to address the Personal Data Breach;

10.2 provide reasonable information, cooperation, and assistance to You in relation to any action to be taken in response to a Personal Data Breach under applicable Data Protection Laws, including Your assessment of notification obligations to Data Subjects and competent authorities.

11. Subcontracting

11.1 You consent to Us engaging third party sub-processors as indicated in our dynamic sub-processor list available at trust.drivetrain.ai/subprocessors, which is incorporated herein by reference, to Process Personal Data to fulfil Our obligations under the Terms provided that, We will provide at least fifteen (15) days' notice to Your account administrator prior to the appointment or replacement of any sub-processor. You may object to Our appointment or replacement of a sub-processor prior to their appointment or replacement, provided such objection is based on reasonable grounds relating to data protection. In such an event, We will either not appoint or replace the sub-processor or, if this is not possible, You or Us may suspend or terminate the Service(s) (without prejudice to any fees incurred by You prior to such suspension or termination).

11.2 Where We, with Your consent, subcontract any of Our obligations and rights under this DPA We shall do so only by way of a binding written contract with the sub-processor which imposes essentially the same obligations according to Art. 28 GDPR especially with regard to instructions and TOMs on the sub-processor as are imposed on Us under this DPA.

11.3 Where the sub-processor fails to fulfil its data protection obligations under the subcontracting agreement, We shall remain fully liable to You for the fulfilment of Our obligations under this DPA and for the performance of the sub-processor's obligations.

11.4 AI/LLM Providers. Where We engage AI/LLM Providers as Sub-processors, We shall ensure that such AI/LLM Providers are subject to written contractual commitments designed to restrict or prohibit the use of Customer Data and Customer Inputs for generalized model training purposes, except where expressly authorised by You. You acknowledge that certain AI/LLM Providers may retain prompts, Customer Inputs, or related usage information for limited periods for legal, security, abuse monitoring, compliance, or operational purposes, subject to the applicable provider's enterprise/API terms and data protection commitments.

12. International Data Transfers

12.1 The Parties agree that when the transfer of Personal Data from You to Us is a Restricted Transfer and applicable Data Protection Laws require that appropriate safeguards are put in place, such transfer shall be subject to the appropriate Standard Contractual Clauses, which shall be deemed incorporated into and form part of this DPA as follows:

1. a. In relation to transfers of Personal Data originating from the EEA and subject to the GDPR, the EU SCCs shall apply, completed as follows:
   1. i. Module 2 (Controller to Processor) shall apply where You are a Controller and We are a Processor;
   2. ii. in Clause 7, the optional docking clause will apply;
   3. iii. in Clause 11, the optional language will not apply;
   4. iv. in Clause 17, Option 1 will apply, and the EU SCCs will be governed by Irish law;
   5. v. in Clause 18(b), disputes shall be resolved before the courts of Ireland;
   6. vi. Annex I of the EU SCCs shall be deemed completed with the information set out in Appendix I to this DPA;
   7. vii. Annex II of the EU SCCs shall be deemed completed with the information set out in Appendix II to this DPA; and
   8. viii. Annex III of the EU SCCs shall be deemed completed with the information set out in Appendix III to this DPA
2. b. In relation to transfers of Personal Data originating Switzerland and subject to the Swiss DPA, the EU SCCs as implemented under sub-paragraph (a) above will apply with the following modifications and constitute the Swiss SCCs:
   1. i. references to Regulation (EU) 2016/679; shall be interpreted as references to the Swiss DPA;
   2. ii. references to specific Articles of Regulation (EU) 2016/679; shall be replaced with the equivalent section of the Swiss DPA;
   3. iii. references to “EU”, “Union”, “Member State”, and “Member State law” shall be replaced with references to “Switzerland” or “Swiss law”;
   4. iv. the term “member state” shall not be interpreted in such a way as to exclude data subjects in Switzerland from the possibility of suing for their rights in their place of habitual residence (i.e., Switzerland);
   5. v. Clause 13(a) and Part C of Annex I are not used and the “competent supervisory” is the Swiss Federal Data Protection Information Commissioner;
   6. vi. references to the “competent supervisory authority” and “competent courts” shall be replaced with references to the “Swiss Federal Data Protection Information Commissioner” and “applicable courts of Switzerland”;
   7. vii. in Clause 17, the Standard Contractual Clauses shall be governed by the laws of Switzerland; and
   8. viii. Clause 18(b) shall state that disputes shall be resolved before the applicable courts of Switzerland.
   9. ix. Annex I of the Swiss SCCs shall be deemed completed with the information set out in Appendix I to this DPA;
   10. x. Annex II of the Swiss SCCs shall be deemed completed with the information set out in Appendix II to this DPA; and
   11. xi. Annex III of the Swiss SCCs shall be deemed completed with the information set out in Appendix III to this DPA
3. c. In relation to transfers of Personal Data originating from the United Kingdom and subject to the UK GDPR, the International Data Transfer Addendum to the EU Commission Standard Contractual Clauses issued by the UK Information Commissioner’s Office, Version B1.0, in force from 21 March 2022, as may be revised or superseded from time to time (the "UK Addendum"), shall be deemed executed by the Parties and incorporated into this DPA. The UK Addendum shall apply to the EU SCCs as completed under Clause 12.1(a), subject to the modifications and completion details set out in Appendix IV.

12.2 For the purposes of descriptions in the SCCs, You agree that You are the "data exporter" and We are the "data importer".

12.3 The Parties agree that if the Standard Contractual Clauses are replaced, amended or no longer recognized as valid under Data Protection Laws, or if a Supervisory Authority and/or Data Protection Laws requires the adoption of an alternative transfer solution, the data exporter and data importer will: (i) promptly take such steps requested including putting an alternative transfer mechanism in place to ensure the processing continues to comply with Data Protection Laws; or (ii) cease the transfer of Personal Data and at the data exporter's option, delete or return the Personal Data to the data exporter.

13. Deletion or Return of Personal Data

Upon termination of Your Account, We may delete all Customer Data, including Personal Data in accordance with the procedure set forth in the Terms. This requirement shall not apply to the extent that We are permitted by applicable law to retain some or all of the Personal Data, in which event We shall isolate and protect the Personal Data from any further processing except to the extent as required by such law.

14. CCPA Undertaking

You acknowledge and agree that You are the Business and We are the Service Provider with respect to any Personal Information of Consumers (as those terms are understood under the CCPA) forming part of Your Data. We will not sell, retain, use, or disclose Personal Information of Consumers that We process on Your behalf when providing the Service(s) under the Terms for any purpose other than for the specific purpose of providing the Service(s) in accordance with the Terms and as part of the direct relationship between Us and You. We certify that We understand the restrictions in this clause 14 and will comply with such restrictions.

15. Miscellaneous

15.1 In case of any conflict, the provisions of this DPA shall take precedence over the Terms or provisions of any other agreement with Us. In case of any conflict between the DPA and the SCCs, the SCCs shall take precedence over the provisions of the rest of the DPA.

15.2 No Party shall receive any remuneration for performing its obligations under this DPA except as explicitly set out herein or in another agreement.

15.3 Where this DPA requires a "written notice" such notice can also be communicated per email to the other Party. Notices shall be sent to the contact persons set out in Appendix I.

15.4 Any supplementary agreements or amendments to this DPA must be made in writing and signed by both Parties.

15.5 Should individual provisions of this DPA become void, invalid or non-viable, this shall not affect the validity of the remaining conditions of this DPA.

The following Appendices form an integral part of this DPA:

Appendix I

A. List of Parties Under the SCCs

Data exporter(s): The Data Exporter is the entity that has subscribed to the Terms and their contact details are as provided by them while subscribing to the Terms.

Signature & Date: By entering into the Agreement, Data Exporter is deemed to have signed these SCCs incorporated herein, including their Annexes, as of the Effective Date of the Agreement.

Role: Controller

Data importer(s):

Name: Drivetrain AI, Inc.

Address: 131 Continental Drive Suite 301 Newark, Delaware 19713, USA

Contact person's name, position and contact details:

Name: Alok Goel

Email: alokg@drivetrain.ai

Activities relevant to the data transferred under these Clauses: As specified in Part B.

Signature and date: By entering into the Agreement, Data Importer is deemed to have signed these SCCs incorporated herein, including their Annexes, as of the Effective Date of the Agreement.

Role (Controller / Processor): Processor

Data importer's data protection officer:

Name and contact information for the Processor's data protection officer in terms of the General Data Protection Regulation (GDPR) is

Rickert Rechtsanwaltsgesellschaft m.b.H. (hereinafter: Law Firm)

Colmantstraße 15, 53115 Bonn, Germany

Email: art-27-rep-drivetrain@rickert.law

Phone: +49 (0)228 74 898 0

Fax: +49 (0)228 74 898 66

Our data protection officer can also be contacted by email at datenschutz@rickert.net or postal mail under the above address with the reference "Data Protection Officer".

B. Description of Transfer

Categories of data subjects whose personal data is transferred

Unless provided otherwise by the data exporter, transferred Personal Data relates to the following categories of Data Subjects: employees, contractors, business partners or other individuals having Personal Data stored, transmitted to, made available to, accessed or otherwise processed by the data importer.

Categories of personal data transferred

The transferred Personal Data concerns the following categories of data:

Customer determines the categories of data and/or data fields which could be transferred per Our Service(s) as stated in the relevant Agreement. The transferred Personal Data typically relates to the following categories of data: name, phone numbers, e-mail address, address data, system access / usage / authorization data, company name, contract data, invoice data, plus any application-specific data transferred by authorised personnel.

Sensitive data transferred (if applicable) and applied restrictions or safeguards

No Sensitive Personal Information transferred. The data exporter shall not disclose (and shall not permit any individual to disclose) any Sensitive Personal Data to the data importer for processing.

The frequency of the transfer

Data is transferred on a continuous basis

Nature of the processing

Collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction of data (whether or not by automated means).

Purpose(s) of the data transfer and further processing

Personal Data is transferred and Processed in the course of Your access to and use of the Service(s) so that We may provide, support, maintain, secure, and improve the Service(s) in accordance with the Terms and this DPA. Certain AI-Assisted Features may involve limited transmission of Customer Inputs, prompts, metadata, contextual instructions, or selected inputs to authorised AI/LLM Providers solely for generating requested analytical outputs, summaries, insights, forecasts, recommendations, or related assistance functionalities.

We do not use Customer Data or Customer Inputs to train, fine-tune, or improve generalized artificial intelligence or machine-learning models, except where expressly authorised by You in writing.

Authorised AI/LLM Providers may retain Customer Inputs or related usage information for limited periods for legal, security, abuse monitoring, compliance, or operational purposes, but such data shall not be used for generalized model training where prohibited by applicable enterprise/API arrangements.

The period for which the personal data will be retained

Upon termination or expiry of the Terms, We shall delete all Customer Data including Personal Data in accordance with the procedure contained in the Terms. This requirement shall not apply to the extent that We are required by applicable law to retain some or all of the Personal Data, in which event We shall isolate and protect the Personal Data from any further processing except to the extent required by such law.

For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing

The up-to-date list of authorized sub-processors utilized by the Data Importer can be found at: https://trust.drivetrain.ai/subprocessors

Location of processing / data hosting

The primary storage, hosting infrastructure, and processing location for the Personal Data transferred under these Clauses shall be restricted to the US East (Northern Virginia, USA) region.

C. Competent Supervisory Authority

In respect of the SCCs:

Module 2: Transfer Controller to Processor

Where Customer is the data exporter, the supervisory authority shall be the competent supervisory authority that has supervision over the Customer in accordance with Clause 13 of the SCCs.

Appendix II – Technical and Organisational Security Measures

We have implemented and shall maintain appropriate technical and organisational measures designed to protect Personal Data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure, or access. Such measures include, as applicable:

1. 1. Access Controls — Role-based access controls, least-privilege access, authentication controls, and access restrictions for personnel with access to Personal Data.
2. 2. Encryption and Security Controls — Encryption of Personal Data in transit and at rest, network security controls, monitoring, logging, and vulnerability management.
3. 3. Confidentiality — Personnel authorised to Process Personal Data are subject to confidentiality obligations and receive appropriate security and privacy training.
4. 4. Incident Response — Procedures for identifying, investigating, mitigating, and notifying Customers of Personal Data Breaches in accordance with this DPA.
5. 5. Sub-processor Controls — Due diligence and contractual controls for Sub-processors, including obligations relating to confidentiality, data protection, security, and restricted Processing.
6. 6. AI/LLM Provider Safeguards — Where AI/LLM Providers are used, We shall implement commercially reasonable contractual and technical safeguards designed to restrict or prohibit the use of Customer Data and Customer Inputs for generalized model training purposes, except where expressly authorised by You.
7. 7. Data Segregation and Purpose Limitation — Controls designed to ensure Customer Data is Processed only for authorised purposes and not used for unrelated commercial purposes.
8. 8. Security Documentation — Additional information regarding Our security program may be made available to You upon reasonable request, subject to confidentiality and security limitations.

Appendix III – List of Sub-processors

The up-to-date list of authorized sub-processors utilized by the Data Importer can be found at: https://trust.drivetrain.ai/subprocessors

Appendix IV: UK International Data Transfer Addendum

For Restricted Transfers from the United Kingdom, the UK International Data Transfer Addendum to the EU Commission Standard Contractual Clauses issued by the UK Information Commissioner’s Office, Version B1.0, in force from 21 March 2022, as may be revised or superseded from time to time (the "UK Addendum"), shall be deemed executed by the Parties and incorporated into this DPA.

Part 1: Tables

Table 1 – Parties. The Parties' details and key contact information shall be as set out in Appendix I.A of this DPA.

Table 2 – Selected SCCs, Modules and Clauses. The Approved EU SCCs to which this UK Addendum is appended shall be the EU SCCs incorporated under Clause 12.1(a) of this DPA. Module 2 shall apply where You are the Controller and We are the Processor.

Table 3 – Appendix Information. The Appendix Information shall be completed as follows:

• Annex 1A: List of Parties – as set out in Appendix I.A
• Annex 1B: Description of Transfer – as set out in Appendix I.B
• Annex II: Technical and Organisational Measures – as set out in Appendix II
•  Annex III: List of Sub-processors – as set out in Appendix III and Part B of Appendix I

Table 4 – Ending this Addendum. Either Party may end the UK Addendum in accordance with the terms of the UK Addendum.

Part 2: Mandatory Clauses

The Mandatory Clauses of the Approved Addendum, being the template Addendum B.1.0 issued by the UK Information Commissioner's Office and laid before Parliament in accordance with section 119A of the Data Protection Act 2018 on 2 February 2022, as revised under section 18 of those Mandatory Clauses, are incorporated by reference.