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Platform Services Terms

Logical Intelligence · Last Updated: June 1, 2026

These Platform Services Terms (this “Agreement”) is by and between LogiQAI Solutions Inc. d/b/a Logical Intelligence (“Company”) and the Customer identified in the applicable Onboarding Information Form supplied by each Customer (“you”, “Customer”) and governs Customer’s access to and use of the Platform Services that Customer receives from Company. This Agreement includes and incorporates the Customer Information provided by you at on-boarding. Company and Customer may be referred to herein collectively as the “Parties” or individually as a “Party.”

This Agreement is effective, and you agree to be bound by this Agreement, as of the date you click the sign-in button presented to you in connection with these Terms on the sign-in page of the Service (“Effective Date”). If you are accepting this Agreement on behalf of an entity, you represent and warrant that you have the authority to bind such entity to the terms and conditions of this Agreement.

1. Definitions

“Customer Onboarding Information Form” means the online registration form made available by Company which identifies Customer and which has been filled out accurately and accepted by Customer and which forms a part of this Agreement.

“Personal Data” means any information defined as “personally identifiable information,” “personal data,” “sensitive personal data,” “special categories of personal data,” “personal information” or any other analogous term under applicable law.

“Platform Services” means the proprietary platform for delivering agentic code verification that Company makes available to Customer at https://logicalintelligence.com, identified as the “Aleph” solution. Unless otherwise indicated, Platform Services also includes any documentations (“Documentation”) provided or made available to Customer in connection with the access to use by Customer the Platform Services. Customer may only use the Platform Services in accordance with the Documentation, subject to the use limitations specified in this Agreement and applicable laws and regulations.

“Logical Intelligence IP” means the Platform Services, the Outputs, the underlying software, core models, architectures, model weights, training pipelines, algorithms, interfaces, technology, databases, tools, know-how, processes and methods used to provide or deliver the Platform Services and Service Information (as defined below), all improvements, modifications or enhancements to, or derivative works of, the foregoing (regardless of inventorship or authorship), and all intellectual property rights in and to any of the foregoing.

“Customer Content” means all information, data, content and other materials, in any form or medium, that is provided, or otherwise uploaded, by or on behalf of Customer through the Platform Services or to Company in connection with Customer’s use of the Platform Services, but excluding, for clarity, Service Information and any other Logical Intelligence IP.

2. Platform Services

(a) Right to Use. Subject to the terms and conditions of this Agreement, and Customer’s compliance herewith, Company hereby grants to Customer a limited, non-exclusive, non-sublicensable, non-transferable (except pursuant to Section 16) and revocable right to use the Platform Services and any Outputs (as defined in Section 4(b)) during the applicable Term, solely for Customer’s internal business purposes. For clarity, no rights are granted under this Agreement to any affiliate, subsidiary, or related entity of Customer. Customer may use any Outputs solely for the purposes of this Agreement and for Customer’s internal business purposes, and may not sublicense, distribute, or otherwise make such Outputs available to any third party. Customer shall be solely responsible for providing all equipment, systems, assets, access, and ancillary goods and services needed to access and use the Platform Services, and for ensuring their compatibility with the Platform Services.

(b) Additional Purchases. Purchases of access to additional features and expanded use cases (collectively, “Additional Purchases”), shall be made by a mutually signed written Agreement, which may be offered to Customer by Company via the Platform Services.

(c) Professional Services. In the event Customer wishes to receive any additional services from the Company which are not included in this Agreement and which pertain to the operation and use of the Platform, Customer shall provide a request to the Company in writing, and subject to the Company’s written consent, in its sole discretion, such professional Services shall be set out in sequential separate agreements, negotiated and executed by both Parties (SaaS SOW). Any SaaS SOW may be performed by Company or through its wholly owned subsidiary. Such additional Professional Services shall be charged in accordance with the fees and payment terms specified within the applicable SaaS SOW. Each SaaS SOW is hereby deemed incorporated into this Agreement by reference. To the extent of any conflict between this Agreement and a respective SaaS SOW, this Agreement shall prevail, unless and to the extent that the SaaS SOW expressly states otherwise.

(d) Use of the Services. Customer will not allow any person or entity other than its employees or contractors that it authorizes to use the Platform Services on its behalf (each, an “Authorized User”), whereby each Authorized User may be required to set up an account (“Account”). Customer may permit Authorized Users to use the Platform Services, provided that Customer is responsible for all acts or omissions by its Authorized Users in connection with their use of the Platform Services and their compliance with this Agreement, including, without limitation, with Customer’s obligations and the restrictions set forth in Section 4. Customer warrants and represents that all information submitted during the registration process is, and will thereafter remain, complete and accurate. Customer will ensure that the Authorized Users keep the Account login details secure at all times and comply with the terms of this Agreement. Customer shall be liable for all activities of its Authorized Users and all activities that occur under or in its Account and will be fully responsible for any breach of this Agreement and any document incorporated therein or ancillary thereto by an Authorized User. Unauthorized access or use of the Account and/or Platform Services must be immediately reported to the Company. Accounts are personal to the employee or person who set up the account and may not be transferred to any other employee. Transfer of accounts is subject to pre-approval by Company. Customer shall not input, upload, or otherwise use the Platform Services to process any Personal Data (as defined in the DPA), protected health information (PHI), financial data, or other regulated data unless expressly approved in writing by Company and in accordance with the DPA attached hereto as Exhibit A.

3. Fees

(a) Pay-Per-Use; Automatic Billing. The Platform Services require users to pay a fee for each individual use of the Platform Services’ computational tool (each such use, a “Use”). Company publishes its then-current per-Use rates and the units against which each Use is metered (for example, per million input tokens, per million output tokens, per minute of compute, or per proof attempt) on the “Published Fee Schedule”, available at https://prover-prod.logicalintelligence.com/pricing, which is incorporated into this Agreement by reference. The fee due for each Use (the “Fees”) is calculated by applying the rates set out in the Published Fee Schedule to the resources consumed by that Use, plus reasonable pass-through charges for any third-party services that Company must obtain on Customer’s behalf in connection with that Use (such as model inference, storage, or payment-processor fees). The applicable per-Use rate or rate range, and a summary of the Published Fee Schedule, will be made available to Customer prior to sign-up and, where reasonably practicable, immediately prior to each billable Use; Customer’s initiation of a Use after being shown the applicable rate constitutes acceptance of that rate for that Use. In order to use the Platform Services, you are required to sign up for automatic billing, and you hereby authorize the Company (or its third-party payment processor) to charge your selected payment method (such as a credit card, debit card, or other method Company makes available to Customer through the Platform Services) for any applicable Fees after each Use, including any applicable taxes. If Company cannot charge Customer’s selected payment method for any reason (such as expiration or insufficient funds), Customer remains responsible for any uncollected amounts, and Company will attempt to charge the payment method again as Customer may update its payment method information. In accordance with local law, Company may update information regarding Customer’s selected payment method if provided such information by Customer’s financial institution. All payments are non-refundable and Customer will have no right to set off, discount or otherwise reduce or refuse to pay any amounts due to Company under this Agreement. If Customer fails to make any payment when due, or if Company is not able to charge Customer’s selected payment method, Company may suspend Customer’s access to the Platform Services until all payments are made in full. Customer will reimburse Company for all reasonable costs and expenses incurred (including reasonable attorneys’ fees) in collecting any late payments or interest.

(b) Modification to Pricing. Company may update the Published Fee Schedule from time to time. A “material change” means an increase of more than ten percent (10%) in the then-current per-Use rate for the same Use, the addition of a new fee category, or a change to the metering unit for an existing fee category. Material changes will take effect no earlier than thirty (30) days after Company posts the updated Published Fee Schedule and notifies Customer by email; prior to that effective date, Customer may terminate this Agreement under Section 12(b) without further obligation other than to pay Fees accrued before termination. Non-material changes (including any price decrease) take effect upon posting. Customer’s continued use of the Platform Services on or after the effective date of any change constitutes acceptance of the updated Published Fee Schedule.

(c) Taxes. Customer is responsible for all sales, use, ad valorem and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, multinational or local governmental regulatory authority on any amount payable by Customer to Company hereunder, other than any taxes imposed on Company’s income. Without limiting the foregoing, in the event that Customer is required to deduct or withhold any taxes from the amounts payable to Company hereunder, Customer will pay an additional amount, so that Company receives the amounts due to it hereunder in full, as if there were no withholding or deduction.

(d) Suspension. Company reserves the right to temporarily suspend provision of Services: (a) if Customer is seven (7) days or more overdue on a payment; (b) if Company deems such suspension necessary as a result of Customer’s breach under Section 4 (Prohibited Uses); or (c) as required by law or at the request of governmental entities.

(e) Subscription Plans. Company may, from time to time, offer access to the Platform Services on a subscription basis in addition to or in lieu of pay-per-use billing (each, a “Subscription”). The fees, billing cadence (for example, monthly or annual), included usage allotments, overage charges, auto-renewal terms, and cancellation rights for any Subscription will be presented to Customer at the point of sign-up through the Platform Services or via a written order form and, once accepted by Customer, will form a part of this Agreement and supersede the per-Use Fees set out in Section 3(a) solely to the extent of any direct conflict. Unless otherwise stated at the point of sign-up, each Subscription will automatically renew for successive periods equal to its initial term until cancelled by Customer in accordance with the cancellation procedures made available through the Platform Services, and Subscription fees are non-refundable except as required by applicable law.

4. Prohibited Uses

Except as expressly permitted otherwise under this Agreement or without the prior written consent of Company, in addition to the prohibited uses identified in paragraph 15 of this Agreement, Customer will not and will not permit any person or entity (including, without limitation, Authorized Users) to, directly or indirectly: (i) copy, modify or create any derivative works of, make available, or distribute, publicly perform, or display any part of the Platform Services (including by incorporation into its products), or any Documentation provided by Company in connection therewith or any reports which are generated by the Platform Services, or use the Services to develop any service or product that is the same as (or substantially similar to) the Platform Services; (ii) reverse engineer, decompile, decode, decrypt, disassemble, extract, engage in model extraction or stealing attacks, prompt injection attacks or otherwise attempt to derive or gain improper access to any software components, source code, model weights, model architectures, non-literal aspects, models, algorithms or systems of the Platform Services, in whole or in part; (iii) frame, mirror, sell, resell, market, sublicense, publish, distribute, reproduce, assign, transfer, rent, lease or loan any portion of the Platform Services to any other person or entity, or otherwise allow any person or entity to use the Platform Services for any purpose other than for the benefit of Customer in accordance with this Agreement (including but not limited to offering the Platform Services as part of a time-sharing, outsourcing or service bureau environment); (iv) use the Platform Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property rights or other right of any person or entity, or that violates any applicable law; (v) access or search the Platform Services (or download any data or content contained therein or transmitted thereby) through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers or any other similar data mining tools) other than software or Platform Services features provided by Company for use expressly for such purposes; (vi) use the Platform Services (including any AI models or derivatives thereof) or any other Logical Intelligence IP to train, improve or have trained or improved an AI model or AI technology (i.e., engage in “model scraping”); (vii) use the Platform Services or any other Company Confidential Information for benchmarking or competitive analysis with respect to competitive or related products or services, or to develop, commercialize, license or sell any product, service or technology that could, directly or indirectly, compete with the Platform Services, or disclose the results of any testing or benchmarking of the Platform Services to any third party; (viii) remove or alter any trademarks or other proprietary right notices displayed on or in the Platform Services; (ix) circumvent, disable or otherwise interfere with security-related features of the Platform Services or features that enforce use limitations; (x) export, make available or use the Services in any manner prohibited by applicable laws; (xi) store or transmit any malicious code (i.e., software viruses, trojan horses, worms, robots, malware, spyware or other computer instructions, devices, or techniques that erase data or programming, infect, disrupt, damage, disable, or shut down a computer system or any component of such computer system) or other unlawful material in connection with the Platform Services; or (xii) use any “open source” or “copyleft software” in a manner that would require Company to disclose the source code of the Platform Services to any third party or impose any obligation on Customer to license, disclose, or distribute any of Customer’s own software or intellectual property under open source terms.

5. Representations and Warranties

Each Party represents and warrants to the other Party that: (i) it has full power and authority to enter into this Agreement; and (ii) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary actions and do not violate its organizational documents. Customer represents and warrants that Company’s use of the Customer Content in accordance with this Agreement will not violate any applicable laws or regulations, infringe or violate any intellectual property or other rights of any third party or cause a breach of any agreement or obligations between Customer and any third-party. Customer further represents and warrants that it has all rights and permissions required to submit Input to the Platform Services.

6. Intellectual Property Rights

(a) Company reserves and, as between the Parties will solely own, the Logical Intelligence IP and all rights, title and interest in and to the Logical Intelligence IP. No rights are granted to Customer hereunder (whether by implication, estoppel, exhaustion or otherwise) other than as expressly set forth herein. The Customer Content will be deemed Confidential Information of Customer and between Customer and Company, Customer owns and retains all right, title and interest in and to all Customer Content. Company may use and modify the Customer Content to provide, maintain, develop and improve the Platform Services for Customer during the Term (as defined below), to verify general updates and improvements to the Platform Services, and to comply with applicable law. Company may develop or derive data or insights in deidentified form from Customer’s and/or its Authorized Users’ use of the Platform Services, including, without limitation, any usage data, trends with respect to the Platform Services or use thereof (“Service Information”). Customer Content or Input shall not include any Personal Data for the Company to process in the performance of its obligations under this Agreement. Customer shall notify the Company and request the Parties to enter into a separate Agreement in a form agreed by both Parties should the Customer desire that the Company process any Personal Data. The Company is under no obligation to enter into such an agreement.

(b) For the avoidance of doubt, Company is, and shall be, the sole and exclusive owner of all right, title, and interest, including any intellectual property rights evidenced by or embodied in, attached, connected, and/or related to (a) the Platform Services (including all related core models, architectures, weights, and training pipelines), and all related Documentation and intellectual property and all related or generated outputs; (b) any and all improvements, derivative works, and/or modifications of/to the foregoing (including from training the Platform Services), regardless of inventorship or authorship; and (c) any other deliverables and/or services which may be provided by Company hereunder, including the Professional Services. Customer shall make, and hereby irrevocably makes all assignments necessary or reasonably requested by Company to ensure and/or provide Company the ownership rights set forth in this Section. This Agreement does not convey to Customer any interest in or to the Platform, its Documentation and outputs other than a limited right to use in accordance with Section 2(a).

(c) The Platform Services will generate proof sets, responses or suggestions (each, “Output”) in response to Customer Content uploaded to influence the behavior and Output of the Platform Services (collectively, “Input”). As between the Parties, to the extent permitted by applicable law and subject to the license granted to Company below in this Section 6(c): (1) Customer owns and is responsible for all Input that Customer provides; and (2) Customer owns all Output generated from Customer’s Input, and Company hereby irrevocably assigns to Customer all of Company’s right, title and interest (including all intellectual property rights) in and to such Output. Customer may use, reproduce, modify, distribute, sell, and otherwise exploit the Output for any lawful purpose, without restriction. Customer hereby grants Company a limited, non-exclusive, worldwide, royalty-free license to use, copy, modify and process Input and Output solely (i) to provide, operate, secure, support and maintain the Platform Services for Customer; (ii) to develop, train, fine-tune and improve Company’s models, algorithms and artificial intelligence technologies, provided that any such development or training use is performed only on Input and Output that has been deidentified and/or aggregated such that it cannot reasonably be used to identify Customer or any individual; and (iii) to comply with applicable law. Company will not sell Customer’s Input or Output, and will not disclose Input or Output to third parties except to subprocessors bound by confidentiality obligations no less protective than those in this Agreement or as required by applicable law.

(d) If Company receives any feedback (which may consist of suggestions, comments, feedback or the like) with regard to the Platform Services and Services (collectively, “Feedback”), all rights, including intellectual property rights in such Feedback, shall belong exclusively to Company and the Feedback shall be considered Company’s Confidential Information (as defined below). Customer will not knowingly provide Company with Feedback that infringes upon third parties’ intellectual property rights. Customer hereby irrevocably and unconditionally transfers and assigns to Company all intellectual property rights it has in such Feedback and waives any and all moral rights that Customer may have in respect thereto. It is further understood that the use of the Feedback, if any, may be made by Company at its sole discretion and that Company in no way shall be obliged to make use of the Feedback.

(e) Any anonymous information which is derived from the use of the Platform Services (i.e., metadata, aggregated and/or analytics information) which is not personally identifiable information (“Analytics Information”) may be used by Company for providing the Services, for development, and/or for statistical purposes. Such Analytics Information is the Company’s exclusive property.

7. Third Party Services

Certain features and functionalities within the Platform Services may allow Customer and its Authorized Users to interface or interact with, access and/or use compatible third-party services, products, technology and content (collectively, “Third-Party Services”) through the Platform Services. Company does not provide any aspect of the Third-Party Services and is not responsible for any compatibility issues, errors or bugs in the Platform Services or Third-Party Services caused in whole or in part by the Third-Party Services or any update or upgrade thereto. Customer is solely responsible for maintaining the Third-Party Services and obtaining any associated licenses and consents necessary for Customer to use the Third-Party Services in connection with the Platform Services.

8. Confidentiality

(a) Confidentiality. Each Party may have access to certain non-public information of the other Party, in any form or media, including without limitation trade secrets and other information related to the products, software, technology, data, know-how, or business of the other Party, and any other information that a reasonable person should have reason to believe is proprietary, confidential, or competitively sensitive (the “Confidential Information”). For clarity, the Platform Services and all Logical Intelligence IP will be deemed Confidential Information of Company. Each Party shall take reasonable measures, at least as protective as those taken to protect its own confidential information, but in no event less than reasonable care, to protect the other Party’s Confidential Information from disclosure to a third party. Neither Party shall use or disclose any Confidential Information of the other Party except as necessary to perform its obligations or exercise its rights under this Agreement (“Permitted Use”); provided that Company may use and modify Confidential Information of Customer in deidentified form for purposes of developing and deriving Service Information. The receiving Party shall only permit access to the disclosing party’s Confidential Information only: (i) to those of its respective employees, contractors, agents, affiliates and advisors having a need to know such information in connection with the Permitted Use, who either (i) are bound by written agreements or with use and nondisclosure restrictions at least as protective of the Confidential Information as those set forth in this Agreement, or (ii) are otherwise bound by a duty of confidentiality to the receiving party at least as restrictive as the terms set forth herein; in any event, the receiving Party shall remain liable for any acts and/or omissions of such persons. The receiving Party will be allowed to disclose Confidential Information to the extent that such disclosure is be required by the order or requirement of a court, administrative agency or other governmental body, subject to the receiving Party providing to the disclosing Party reasonable written notice to allow the disclosing Party to seek a protective order or otherwise contest the disclosure. The terms and conditions of this Agreement will constitute Confidential Information of each Party but may be disclosed on a confidential basis to a Party’s advisors, attorneys, actual or bona fide potential acquirers, investors or other sources of funding (and their respective advisors and attorneys) for due diligence purposes. All right, title and interest in and to Confidential Information are and shall remain the sole and exclusive property of the disclosing Party.

(b) Exclusions. Confidential Information will not include any information that: (i) is or becomes generally known to the public through no fault or breach of this Agreement by the receiving Party; (ii) is rightfully known by the receiving Party at the time of disclosure without an obligation of confidentiality; (iii) is independently developed by the receiving Party without access to or use of any Confidential Information of the disclosing Party that can be evidenced in writing; (iv) is rightfully obtained by the receiving Party from a third-party without restriction on use or disclosure; or (v) is Personal Data (which, to the extent applicable, shall be subject to the Data Processing Agreement).

(c) Passwords. Customer is aware that Company reserves the right to issue Customer user logins and passwords for each of their Authorized Users authorized to access and use the Platform. In such case, Customer shall be and shall ensure that each of its respective Authorized Users is responsible for maintaining the confidentiality of all user logins and passwords and for ensuring that each user login and password is used only by the Authorized User to which it was issued. Customer is solely responsible for any and all access and use of the Company Platform Services that occurs using such logins and passwords. Customer shall restrict its Authorized Users from sharing passwords and agrees to promptly notify Company of any unauthorized use of any account or login and password issued to Customer’s Authorized Users or any other breach of security known to Customer.

9. Disclaimer of Warranties

(a) Disclaimer. Company represents and warrants that (a) to Company’s knowledge, the Platform Services does not infringe upon the proprietary right of a third party; and (b) under normal authorized use, the Platform Services is expected to substantially perform in conformance with its Documentation as updated from time to time. Customer acknowledges that the Platform Services and Company’s technology and outputs are innovative and experimental in nature and are constantly being developed and improved concurrently with the Term of the Agreement, and therefore there is currently no assurance as to their efficiency. As Customer’s sole and exclusive remedy and Company’s sole liability for breach of the warranty under Sub-Section 9(b), Company shall use commercially reasonable efforts to repair the Platform Services. The warranty set forth herein shall not apply if the failure of the Platform Services results from or is otherwise attributable to: (i) repair, maintenance or modification of the Platform Services by persons other than Company or its authorized contractors; (ii) accident, negligence, abuse or misuse of the Platform Services; (iii) use of the Platform other than in accordance with the Documentation; or (iv) the combination of the Platform Services with equipment or software not authorized or provided by Company; or (v) reliance on or use of the Platform Services or its output contrary to the express warranty in Section (c) in the foregoing. OTHER THAN AS EXPLICITLY STATED IN THIS AGREEMENT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM SERVICES, THE SERVICES AND ANY OUTPUT WHICH MAY BE PROVIDED BY THE PLATFORM SERVICES OR COMPANY HEREUNDER, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. DUE TO THE NATURE OF MACHINE LEARNING, (y) OUTPUT MAY NOT BE UNIQUE AND THE PLATFORM SERVICES MAY GENERATE THE SAME OR SIMILAR OUTPUT FOR CUSTOMER OR A THIRD PARTY; AND (z) THE PLATFORM SERVICES MAY IN SOME SITUATIONS PRODUCE OUTPUT THAT IS INACCURATE, INCORRECT, OFFENSIVE OR OTHERWISE UNDESIRABLE, OR IT MAY HALLUCINATE. THE ACCURACY, QUALITY AND COMPLIANCE WITH APPLICABLE LAW OF THE OUTPUT MAY BE DEPENDENT UPON AND COMMENSURATE WITH THAT OF THE INPUT PROVIDED AND CUSTOMER’S COMPLIANCE WITH THIS AGREEMENT. COMPANY DOES NOT WARRANT THAT: (I) THE PLATFORM SERVICES OR SERVICES WILL MEET CUSTOMER’S REQUIREMENTS; AND/OR (II) THE PLATFORM SERVICES OR SERVICES WILL OPERATE ERROR-FREE. EXCEPT AS SET FORTH IN SECTION 5 AND THIS SECTION 9, COMPANY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, SATISFACTORY QUALITY TITLE, NON-INFRINGEMENT, NON-INTERFERENCE, FITNESS FOR A PARTICULAR PURPOSE. COMPANY WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS.

10. Limitation of Liability

EXCEPT FOR ANY DAMAGES RESULTING FROM ANY BREACH OF EITHER PARTY’S CONFIDENTIALITY OBLIGATIONS HEREIN, WILLFUL MISCONDUCT, AND/OR CUSTOMER’S MISAPPROPRIATION OR OTHERWISE VIOLATION OF COMPANY’S INTELLECTUAL PROPERTY RIGHTS (INCLUDING VIOLATION OF THE USE RESTRICTIONS BY CUSTOMER) OR COMPANY’S FULFILLMENT OF ITS INDEMNIFICATION OBLIGATIONS UNDER SECTION 11: (I) NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, REPUTATION, PROFITS, DATA, OR DATA USE, OR THE COST OF PROCURING ANY SUBSTITUTE GOODS OR SERVICES; (II) IN NO EVENT WILL COMPANY’S TOTAL CUMULATIVE LIABILITY TO CUSTOMER OR ITS AUTHORIZED USERS ARISING FROM ALL CLAIMS UNDER OR RELATED TO THIS AGREEMENT WHETHER IN CONTRACT OR TORT, OR OTHERWISE, SHALL NOT EXCEED THE FEES ACTUALLY PAID BY CUSTOMER TO COMPANY IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE APPLICABLE CLAIM MADE UNDER OR RELATED TO THIS AGREEMENT, LESS ALL AMOUNTS PAID BY COMPANY TO CUSTOMER FOR ALL PAST CLAIMS OF ANY KIND MADE UNDER OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY ON WHICH THE CLAIM OR LIABILITY IS BASED, AND WHETHER OR NOT COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

11. Indemnification

(a) Company will defend, indemnify and hold harmless Customer against any damages and liabilities (including costs and reasonable attorneys’ fees) (“IP Damages”) awarded against Customer, and amounts agreed to in settlement approved by Company (the “Approved Settlement Amounts”) with respect to each of the foregoing, to the extent arising from a claim, suit or proceeding brought by a third party alleging that the Platform Services, when used as permitted under this Agreement, infringes or misappropriates such third party’s intellectual property rights (“IP Infringement Claim”); Company will pay, subject to the limitation set forth under this Section 11, the IP Damages awarded by a competent court resolution against Customer that are attributable to any such IP Infringement Claim, or the Approved Settlement Amounts, provided that (i) Customer promptly notifies Company in writing of such IP Infringement Claim; and (ii) Customer grants Company the sole authority to handle the defense or settlement of any such claim and provides Company with all reasonable information and assistance in connection therewith, at Company’s expense. Company will not be bound by any settlement that Customer enters into without Company’s prior written consent. Company’s liability to such IP Infringement Claim(s) for any Approved Settlement Amounts and/or IP Damages for any shall be limited to two times (2x) the total Fees paid by Customer under this Agreement.

(b) If the Platform Services becomes, or in Company’s opinion is likely to become, the subject of an IP Infringement Claim, then Company may, at its sole option (a) modify or replace the Platform Services, or any component or part thereof, to make it non-infringing; or (b) procure the right for Customer to continue using the Platform Services. If Company determines that neither alternative can be accomplished despite reasonable efforts, Company may terminate this Agreement, in its entirety or with respect to the affected component, by providing written notice to Customer. In the event of any such termination, Company will refund to Customer a pro-rata portion of the Fees that have been paid for the unexpired portion of the then current Term. The rights and remedies set forth in this Section 9 will constitute Customer’s sole and exclusive remedy for any infringement or misappropriation of intellectual property rights in connection with the Platform Services.

(c) Exclusions. Company’s obligations under Section 11(a) will not apply if the underlying Claim arises from or as a result of: (i) Customer’s breach of this Agreement, negligence, willful misconduct or fraud; (ii) any Customer Content, Input or Output; (iii) Customer’s failure to use any enhancements, modifications, or updates to the Platform Services that have been provided by Company; (iv) modifications to or configuration of the Platform Services by anyone other than Company; or (v) combinations of the Platform Services with software, data or materials not provided by Company.

(d) Indemnification by Customer. Customer will defend, indemnify and hold harmless Company from and against any damages and liabilities (including court costs and reasonable attorneys’ fees) awarded against Company, and amounts agreed to in settlement with respect to each of the foregoing, to the extent arising from a Claim against Company that: (i) the Customer Content, Input or their use by Company in accordance with this Agreement infringes, misappropriates or violates a third-party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation; (ii) is based on Customer’s or an Authorized User’s use of the Platform Services to the extent such use was not in accordance with this Agreement; (iii) is based on the manufacture, sale, distribution or marketing of any Customer’s products or services; or (iv) is based on a breach of Section 2(b) by Customer.

(e) Each Party’s obligations under this Section 11 are contingent upon: (i) the Party seeking defense and indemnity (the “Indemnified Party”) providing the other Party (the “Indemnifying Party”) with prompt written notice of such Claim (but in any event notice in sufficient time for the Indemnifying Party to respond without prejudice); (ii) the Indemnifying Party having the exclusive right to defend or settle such Claim; and (iii) the Indemnified Party providing all reasonably necessary cooperation to the Indemnifying Party, at the Indemnifying Party’s expense, in the defense and settlement of such Claim. The Indemnified Party may participate in the defense of any Claim at its own expense, subject to the Indemnifying Party’s retention of overall control over the defense and settlement of the Claim.

12. Term and Termination

(a) Term. This Agreement commences on the Effective Date and, unless terminated in accordance herewith, shall continue in force and effect until terminated in accordance with its terms.

(b) Termination for Breach. Each Party may terminate this Agreement immediately upon written notice to the other Party if the other Party commits a material breach under this Agreement and, if curable, fails to cure that breach within 30 days after receipt of written notice specifying the material breach.

(c) Termination for Bankruptcy. Each Party may terminate this Agreement upon written notice to the other Party upon the occurrence of any of the following events in respect of such other Party: (a) a receiver is appointed for the other Party or its property, which appointment is not dismissed within 90 days; (b) the other Party makes a general assignment for the benefit of its creditors; (c) the other Party commences, or has commenced against it, proceedings under any bankruptcy, insolvency or debtor’s relief law, which proceedings are not dismissed within 90 days; or (d) the other Party is liquidating, dissolving or ceasing normal business operations.

(d) Effect of Termination. Upon expiration or termination of this Agreement: (i) each Party shall promptly return or destroy (as directed) all Confidential Information received from the other Party, and all copies thereof; and (b) Customer shall: (i) immediately cease all access and use of the Services thereunder; (ii) promptly return the Documentation and any copies thereof in its possession or control to Company; and (iii) erase or otherwise destroy all copies of the Platform Services and Documentation in its possession, which are fixed or resident in the memory or hard disks of its devices. Following termination, Customer’s and its Authorized Users’ right to use the Platform Services will immediately terminate and all Fees owed by Customer to Company as of the date of such termination will be immediately due and payable, and if necessary, Company shall issue a final invoice to Customer.

(e) Survival. The provisions of this Agreement that, by their nature and content, must survive the termination of this Agreement in order to achieve the fundamental purposes of this Agreement (including but not limited to “Intellectual Property Rights”, “Confidentiality”, “Limitation of Liability” and “Miscellaneous”) shall so survive. Termination shall not affect any rights and obligations accrued as of the effective date of termination.

13. Customer Reference

Company may disclose Customer as a customer of Company or user of the Platform, on Company’s website, marketing materials or otherwise. Upon Customer’s written request Company will remove such reference.

14. Dispute Resolution

(a) In the event of a disagreement or dispute between the Customer and Company relating to or arising from this Agreement the parties shall aim at amicably resolving any such dispute within 7 days as of a party’s notice of a disagreement, including with respect to any invoice disputed by Customer. In the event such disagreement or dispute cannot be settled or adjudicated informally, Company and the Customer agree that arbitration in accordance with the Federal Arbitration Act shall be the exclusive means of resolving such dispute, except for where injunctive relief is necessary to prevent irreparable harm.

(b) Such disputes shall be submitted to the American Arbitration Association (“AAA”) for binding arbitration in accordance with the AAA’s commercial rules by a single arbitrator. Such arbitration shall be held in New York, New York.

(c) Judgment upon any award rendered may be entered in any court of competent jurisdiction; provided, however, that the arbitrator shall have no authority to add to, modify, change or disregard any lawful terms of this Agreement.

15. Export Laws

(a) Customer understands and acknowledges that the Platform and the Output are subject to U.S. trade control laws and regulations, including but not limited to the U.S. Export Administration Regulations (“EAR”) and the economic sanctions programs administered by the U.S. Department of the Treasury, Office of Foreign Assets Control (“OFAC”) (collectively, “Trade Controls”). Company will and will require that the Authorized Users and anyone to whom Company makes the Platform Services and/or the Output available, comply with Trade Controls. Customer represents and warrants that it is not, and is not acting on behalf of, for the benefit of, or in connection with any activity involving (i) the government of, an entity owned or controlled by the government of, an entity organized under the laws of, having a principal place of business in, or an individual ordinarily resident in the Crimea, Donetsk, or Luhansk regions of Ukraine, Macau, Hong Kong, or a destination specified in Country Group D:5 in Supplement No. 1 to Part 740 of the EAR (collectively, “Restricted Jurisdictions”); (ii) a party designated on the OFAC Specially Designated Nationals and Blocked Persons List, OFAC Foreign Sanctions Evaders List, OFAC Sectoral Sanctions Identification List, OFAC Non-SDN Consolidated Sanctions List, the Bureau of Industry and Security (“BIS”) Entity List, BIS Denied Persons List, BIS Unverified List, BIS Military End User List, Department of Defense Section 1260H List, or any other similar restricted party list, or a party that is 50 percent or more owned, directly or indirectly, by a party on any such list (collectively, “Restricted Persons”). Additionally, Company and Customer agree not to, and will not permit any Authorized Users or anyone to whom Company make the Platform Services available, directly or indirectly use, export, reexport, or transfer (in-country) the Platform Services or the Output where such use, export, reexport, or transfer (in-country) is prohibited under Part 744 of the EAR or other Trade Controls provisions, including but not limited to those involving: nuclear, chemical, or biological weapons development or production; rockets, missiles, or unmanned aerial vehicles; maritime nuclear propulsion; advanced-node integrated circuits; semiconductor manufacturing equipment; supercomputing; AI model weights trained using 10^26 or more operations or otherwise restricted under Trade Controls; or military or military-intelligence applications.

(b) Customer will immediately notify Company if the Customer or any Authorized User becomes a Restricted Person or if there is a change in Trade Controls that makes the Company’s providing the Platform Services to Customer or any Authorized Users or any other part of this Agreement impermissible or practically infeasible. If Company determines or has reason to believe that the Customer or any Authorized User has become a Restricted Person or has breached its obligations under this Section, Company may immediately suspend or terminate this Agreement without penalty or damages if continued performance could result in Company being in violation of, or subject to negative consequences under, Trade Controls. For the avoidance of doubt, a breach of any of the representations in this Section by the Customer or any Authorized User will constitute a material breach of these Terms.

16. Miscellaneous

Neither Party may assign, transfer or sublicense this Agreement, by operation of law or otherwise, without the other Party’s prior written consent, which consent may not be unreasonably withheld or delayed. Notwithstanding the foregoing, this Agreement may be assigned by Company in connection with a merger, consolidation or sale of all or substantially all of the assets of Company. Subject to the foregoing, this Agreement is binding upon and will inure to the benefit of each of the Parties and their respective successors and permitted assigns. Performance by Company of its obligations hereunder through its wholly owned subsidiary shall not be deemed an assignment of this Agreement. If any provision of this Agreement is held invalid, illegal or unenforceable, that provision will be enforced to the maximum extent permitted by law, given the fundamental intentions of the Parties, and the remaining provisions of this Agreement will remain in full force and effect. This Agreement, including its schedules, exhibits and the Customer Information Form represents the complete and exclusive agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, communications and understandings, both written and oral, with respect to its subject matter. Any terms and conditions printed, or linked to, within any Customer’s purchase order which are in addition to and/or inconsistent with the terms and conditions of this Agreement, shall be of no effect. This Agreement may be amended or modified only by a written document executed by duly authorized representatives of the Parties. Nothing in this Agreement will be construed to create a partnership, joint venture or agency relationship between the Parties. Neither Party will have the power to bind the other or to incur obligations on the other’s behalf. Except as expressly set forth in this Agreement, the exercise by either Party of any remedy under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise. Either Party’s failure to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. No waiver of any provision of this Agreement will be effective unless it is in writing and signed by the Party granting the waiver. This Agreement will be governed by and construed in accordance with the laws of the State of California without giving effect to any principles of conflict of laws that would lead to the application of the laws of another jurisdiction. The Parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in the Northern District of California and the Parties irrevocably consent to the personal jurisdiction and venue therein. Company will not be liable for any delay or failure to provide the Services resulting from circumstances or causes which are not foreseeable by Company which are beyond the control of Company and/or its wholly owned subsidiary through which the Services are provided, including, but not limited to workers’ strikes, global shortages, riots, insurrection, fires, floods, storms, explosions, acts of God, war, government or quasi-governmental authorities actions, riots, acts of terrorism, earthquakes, explosions, power outages, pandemic or epidemic (or similar regional health crisis), or any other cause that is beyond the reasonable control of Company. Notices to either Party shall be deemed given (a) 3 business days after being mailed by airmail, postage prepaid, or (b) the same business day, if sent by email. This Agreement may be executed in electronic counterparts, each of which counterpart, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same agreement.

Exhibit A — Data Processing Addendum

This Data Processing Addendum (including its Exhibits) (“DPA”) forms part of and is subject to the terms and conditions of the Platform Services Agreement (the “Agreement”) by and between Customer (“Customer”) and LogiQAI Solutions Inc. (“Company”). All capitalized terms that are not expressly defined in this DPA will have the meanings given to them in the Agreement. If and to the extent language in this DPA or any of its Exhibits conflicts with the Agreement, this DPA shall control.

1. Definitions

For the purposes of this DPA, the following terms and those defined within the body of this DPA apply.

1.1 “Customer Personal Data” means Personal Data Processed by Company on behalf of Customer under the Agreement.

1.2 “Data Protection Laws” means the applicable privacy and data protection laws, rules and regulations applicable to a party’s Processing of Customer Personal Data under the Agreement. “Data Protection Laws” may include, but are not limited to, the EU General Data Protection Regulation 2016/679 (“GDPR”) and its respective national implementing legislations; other comprehensive US state privacy laws; the Swiss Federal Act on Data Protection; and the United Kingdom General Data Protection Regulation; the United Kingdom Data Protection Act 2018 (in each case, as amended, adopted, or superseded from time to time).

1.3 “Personal Data” has the meaning assigned to the term “personal data” or “personal information” under applicable Data Protection Laws.

1.4 “Process” or “Processing” means any operation or set of operations which is performed on Personal Data or 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.

1.5 “Security Incident(s)” means the breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Personal Data attributable to Company.

1.6 “Services” means the services that Company performs under the Agreement.

1.7 “Subprocessor” means a vendor that Company has engaged to Process Customer Personal Data.

2. Processing Terms for Customer Personal Data

2.1 Documented Instructions. Company shall Process Customer Personal Data to provide the Services in accordance with the Agreement, this DPA, and any instructions agreed upon by the parties. If applicable law requires that Company Process Customer Personal Data for other purposes, Company shall inform Customer of that legal requirement before engaging in such Processing, unless that law prohibits such information on important grounds of public interest.

2.2 Authorization to Use Subprocessors. Customer authorizes Company to engage Subprocessors. Customer acknowledges that Subprocessors may further engage vendors.

2.3 Company and Subprocessor Compliance. Company shall (i) enter into a written agreement with Subprocessors that imposes data protection requirements for Customer Personal Data on such Subprocessors that are consistent with this DPA; and (ii) remain responsible to Customer for the Subprocessors’ failure to perform their obligations with respect to the Processing of Customer Personal Data.

2.4 Right to Object to Subprocessors. Where required by applicable Data Protection Laws, Company shall notify Customer via email prior to engaging any new Subprocessors and allow Customer ten (10) days to object. If Customer has legitimate objections to the appointment of any new Subprocessor, the parties shall work together in good faith to resolve the grounds for the objection.

2.5 Confidentiality. Any person authorized to Process Customer Personal Data shall be subject to a duty of confidentiality, contractually agree to maintain the confidentiality of such information, or be under an appropriate statutory obligation of confidentiality.

2.6 Personal Data Inquiries and Requests. Company shall provide reasonable assistance to Customer as required by applicable Data Protection Laws in response to any requests from individuals exercising their rights in Customer Personal Data granted to them under applicable Data Protection Laws.

2.7 Data Protection Assessment, Data Protection Impact Assessment, and Prior Consultation. Company shall provide reasonable assistance and information to Customer as required by applicable Data Protection Laws where, in Customer’s judgement, the type of Processing performed by Company requires a data protection assessment, data protection impact assessment, and/or prior consultation with the relevant data protection authorities. Customer shall reimburse Company for all non-negligible costs Company incurs in performing its obligations under this Section.

2.8 Demonstrable Compliance. Company shall provide information reasonably necessary to demonstrate compliance with this DPA as required by applicable Data Protection Laws upon Customer’s reasonable request.

2.10 Service Optimization. Where permitted by Data Protection Laws, Company may Process Customer Personal Data: (i) for its internal uses to build or improve the quality of the Services; (ii) to prevent, detect, or investigate Security Incidents; or (iii) to protect against malicious, deceptive, fraudulent or illegal activity.

2.11 Aggregation and De-Identification. Company may: (i) compile aggregated and/or de-identified information in connection with providing the Services provided that such information cannot reasonably be used to identify Customer or any data subject to whom Customer Personal Data relates (“Aggregated and/or De-Identified Data”); and (ii) use Aggregated and/or De-Identified Data for its lawful business purposes.

3. Information Security Program

Company shall implement and maintain reasonable administrative, technical, and physical safeguards designed to protect Customer Personal Data.

4. Security Incidents

Upon becoming aware of a Security Incident, Company shall provide written notice without undue delay and within the time frame required under applicable Data Protection Laws to Customer’s Designated POC. Where possible, such notice will include all available details required under applicable Data Protection Laws for Customer to comply with its own notification obligations to government authorities and/or individuals affected by the Security Incident.

5. Cross-Border Transfers of Customer Personal Data

5.1 Cross-Border Transfers of Customer Personal Data. Customer authorizes Company and its Subprocessors to transfer Customer Personal Data across international borders, including from the European Economic Area, Switzerland, and/or the United Kingdom to the United States.

5.2 EEA, Swiss, and UK Standard Contractual Clauses. If Customer Personal Data originating in the European Economic Area, Switzerland, and/or the United Kingdom is transferred by Customer to Company in a country that has not been found to provide an adequate level of protection under applicable Data Protection Laws, the parties agree that the transfer shall be governed by Module Two’s obligations in the Annex to the Commission Implementing Decision (EU) 2021/914 of 4 June 2021 on standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council (“Standard Contractual Clauses”) as supplemented by the Exhibit attached hereto, the terms of which are incorporated herein by reference. Each party’s execution of this Agreement shall be considered a signature to the Standard Contractual Clauses to the extent that the Standard Contractual Clauses apply hereunder.

6. Audits and Assessments

Where Data Protection Laws afford Customer an audit or assessment right, Customer (or its appointed representative) may carry out an audit or assessment of Company’s policies, procedures, and records relevant to the Processing of Customer Personal Data. Any audit or assessment must be: (i) conducted during Company’s regular business hours; (ii) with reasonable advance notice to Company; (iii) carried out in a manner that prevents unnecessary disruption to Company’s operations; and (iv) subject to reasonable confidentiality procedures. In addition, any audit or assessment shall be limited to once per year, unless an audit or assessment is carried out at the direction of a government authority with jurisdiction over the Processing of Customer Personal Data.

7. Customer Personal Data Deletion

At the expiry or termination of the Agreement, Company shall delete all Customer Personal Data (excluding any back-up or archival copies which shall be deleted in accordance with Company’s data retention schedule), except where Company is required to retain copies under applicable laws, in which case Company will isolate and restrict that Customer Personal Data from any further Processing except to the extent required by applicable laws.

8. Customer’s Obligations

Customer represents and warrants that: (i) it has complied and will comply with Data Protection Laws; (ii) it has obtained and will obtain and continue to have, during the term, all necessary rights, lawful bases, authorizations, consents, and licenses for the Processing of Customer Personal Data as contemplated by the Agreement; and (iii) Company’s Processing of Customer Personal Data in accordance with the Agreement will not violate Data Protection Laws or cause a breach of any agreement or obligations between Customer and any third party.

9. Processing Details

9.1 Subject Matter. The subject matter of the Processing is the Services pursuant to the Agreement.

9.2 Duration. The Processing will continue until the expiration or termination of the Agreement.

9.3 Categories of Data Subjects. Data subjects whose Customer Personal Data will be Processed pursuant to the Agreement.

9.4 Nature and Purpose of the Processing. The purpose of the Processing of Customer Personal Data by Company is the performance of the Services.

9.5 Types of Customer Personal Data. Customer Personal Data that is Processed pursuant to the Agreement.

Account Data. Company may Process Personal Data about Customer’s authorized users’ use of the Services (“Account Data”) in accordance with its Privacy Policy (as updated from time-to-time). Account Data is not Customer Personal Data.

11. Contact Information

Customer and Company agree to designate a point of contact for urgent privacy and security issues (a “Designated POC”). The Designated POC for both parties are:

• Customer Designated POC: [To be provided by Customer]
• Company Designated POC: Patrick Hillmann

Exhibit to the Data Processing Addendum

This Exhibit forms part of the DPA and supplements the Standard Contractual Clauses. Capitalized terms not defined in this Exhibit A have the meaning set forth in the DPA. The parties agree that the following terms shall supplement the Standard Contractual Clauses:

1. Supplemental Terms

The parties agree that: (i) a new Clause 1(e) is added the Standard Contractual Clauses which shall read: “To the extent applicable hereunder, these Clauses also apply mutatis mutandis to the Parties’ processing of personal data that is subject to the Swiss Federal Act on Data Protection. Where applicable, references to EU Member State law or EU supervisory authorities shall be modified to include the appropriate reference under Swiss law as it relates to transfers of personal data that are subject to the Swiss Federal Act on Data Protection.”; (ii) a new Clause 1(f) is added to the Standard Contractual Clauses which shall read: “To the extent applicable hereunder, these Clauses, as supplemented by Annex III, also apply mutatis mutandis to the Parties’ processing of personal data that is subject to UK Data Protection Laws (as defined in Annex III).”; (iii) the optional text in Clause 7 is deleted; (iv) Option 1 in Clause 9 is struck and Option 2 is kept, and data importer must notify data exporter of any new subprocessors in accordance with Section 2.4 of the DPA; (v) the optional text in Clause 11 is deleted; and (vi) in Clauses 17 and 18, the governing law and the competent courts are those of Ireland (for EEA transfers), Switzerland (for Swiss transfers), or England and Wales (for UK transfers).

2. Annex I

Annex I to the Standard Contractual Clauses shall read as follows:

A. List of Parties

Data Exporter: Customer.
Address: As set forth in the Notices section of the Agreement.
Contact person’s name, position, and contact details: Customer’s Designated POC.
Activities relevant to the data transferred under these Clauses: The Services.
Role: Controller.

Data Importer: Company.
Address: As set forth in the Notices section of the Agreement.
Contact person’s name, position, and contact details: Company’s Designated POC.
Activities relevant to the data transferred under these Clauses: The Services.
Role: Processor.

B. Description of the Transfer:

Categories of data subjects whose personal data is transferred: The categories of data subjects whose personal data is transferred under the Clauses including, but not limited to, employees or contractors of Customers.
Categories of personal data transferred: The categories of personal data transferred under the Clauses including, but not limited to, email, passwords and business contact information.
Sensitive data transferred (if applicable) and applied restrictions or safeguards: To the parties’ knowledge, no sensitive data is transferred.
The frequency of the transfer: Personal data is transferred in accordance with the standard functionality of the Services, or as otherwise agreed upon by the parties.
Nature of the processing: The Services.
Purpose(s) of the data transfer and further processing: The Services.
The period for which the personal data will be retained: Data importer will retain personal data in accordance with the DPA.
For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing: For the subject matter, nature, and duration as identified above.

C. Competent Supervisory Authority: The supervisory authority mandated by Clause 13. If no supervisory authority is mandated by Clause 13, then the Irish Data Protection Commission (DPC), and if this is not possible, then as otherwise agreed by the parties consistent with the conditions set forth in Clause 13.

D. Clarifying Terms: The parties agree that: (i) the certification of deletion required by Clause 8.5 and Clause 16(d) of the Clauses will be provided upon data exporter’s written request; (ii) the measures data importer is required to take under Clause 8.6(c) of the Clauses will only cover data importer’s impacted systems; (iii) the audit described in Clause 8.9 of the Clauses shall be carried out in accordance with Section 6 of the DPA; (iv) the termination right contemplated by Clause 14(f) and Clause 16(c) of the Clauses will be limited to the termination of the Clauses; (v) unless otherwise stated by data importer, data exporter will be responsible for communicating with data subjects pursuant to Clause 15.1(a) of the Clauses; (vi) the information required under Clause 15.1(c) of the Clauses will be provided upon data exporter’s written request; and (vii) notwithstanding anything to the contrary, data exporter will reimburse data importer for all costs and expenses incurred by data importer in connection with the performance of data importer’s obligations under Clause 15.1(b) and Clause 15.2 of the Clauses without regard for any limitation of liability set forth in the Agreement.

3. Annex II

Annex II of the Standard Contractual Clauses shall read as follows: Data importer shall implement and maintain technical and organisational measures designed to protect personal data in accordance with the DPA. Such measures shall include:

  • Measures of pseudonymisation and encryption of personal data (as appropriate);
  • Measures designed to ensure ongoing confidentiality, integrity, availability and resilience of the Services that process personal data;
  • Measures designed to ensure the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident;
  • Processes for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures in an effort to ensure the security of the processing of personal data;
  • Measures for user identification and authorization;
  • Measures designed to protect personal data during transmission;
  • Measures designed to protect personal data during storage;
  • Measures designed to ensure the physical security of locations at which personal data are processed (as appropriate);
  • Measures for events logging (as appropriate);
  • Measures regarding system configuration, including default configuration (as appropriate);
  • Measures regarding internal IT and IT security governance and management;
  • Measures regarding certification/assurance of the Services (as appropriate);
  • Measures designed to ensure data minimization for personal data (as appropriate);
  • Measures designed to ensure data quality (as appropriate, and to the extent within data importer’s control);
  • Measures for data retention of personal data;
  • Measures for accountability regarding the processing of personal data; and
  • Measures for allowing data portability and ensuring erasure of personal data.

Pursuant to Clause 10(b), data importer will provide data exporter assistance with data subject requests in accordance with the DPA.

4. Annex III

A new Annex III shall be added to the Standard Contractual Clauses and shall read as follows:

The UK Information Commissioner’s Office International Data Transfer Addendum to the EU Commission Standard Contractual Clauses (“UK Addendum”) is incorporated herein by reference.

Table 1: The start date in Table 1 is the effective date of the DPA. All other information required by Table 1 is set forth in Annex I, Section A of the Clauses.

Table 2: The UK Addendum forms part of the version of the Approved EU SCCs which this UK Addendum is appended to including the Appendix Information, effective as of the effective date of the DPA.

Table 3: The information required by Table 3 is set forth in Annex I and II to the Clauses.

Table 4: The parties agree that Importer may end the UK Addendum as set out in Section 19.