Data Processing Addendum

This Data Processing Addendum (this "Addendum") forms part of the Terms of Service (the "Agreement") between JuLenny Ltd ("Vendor") and the Customer. This Addendum applies where and only to the extent that Vendor processes Customer Personal Data on behalf of Customer in the course of providing the Service or Support to Customer under the Agreement. This Addendum does not apply where Vendor determines the purpose and means of the processing of personal data (which is instead governed by Vendor's Privacy Policy).

Customer and Vendor agree, based on their current and intended use and provision of the Service and Vendor's commitments under this Addendum, as applicable, including Section 6 (Data Security), (a) meet each party's needs as applicable, including with respect to any security obligations of Customer under European Data Protection Law and/or Non-European Data Protection Law, as applicable, and (b) provide a level of security appropriate to the risk of the Customer Data.

1. Definitions

1.1 Terms defined in the Agreement apply to this Addendum. In addition, in this Addendum:

• "Alternative Transfer Solution" means a solution, other than the Model Contract Clauses, that enables the lawful transfer of personal data to a third country in accordance with European Data Protection Law (for example, Privacy Shield).
• "Customer Personal Data" means the personal data contained within the Customer Data.
• "Data Incident" means a breach of Vendor's security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Customer Data on systems managed by or otherwise controlled by Vendor.
• "EEA" means the European Economic Area.
• "EU GDPR" means 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.
• "European Data Protection Law" means, as applicable: (a) the GDPR; and/or (b) the Federal Data Protection Act of 19 June 1992 (Switzerland).
• "European or National Law" means, as applicable: (a) EU or EU Member State law (if the EU GDPR applies to the processing of Customer Personal Data); and/or (b) the law of the UK or a part of the UK (if the UK GDPR applies to the processing of Customer Personal Data).
• "GDPR" means, as applicable: (a) the EU GDPR; and/or (b) the UK GDPR.
• "Model Contract Clauses" mean the Standard Contractual Clauses for Processors approved by the European Commission for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection.
• "Non-European Data Protection Law" means data protection or privacy laws in force outside the European Economic Area, Switzerland and the UK.
• "Privacy Shield" means, as applicable, the EU-U.S. Privacy Shield legal framework, the Swiss-U.S. Privacy Shield legal framework, and any equivalent legal framework that may apply between the UK and the United States.
• "Subprocessor" means a third party authorized as another processor under this Addendum to have logical access to and process Customer Data to provide parts of the Service and Support.
• "UK GDPR" means the EU GDPR as amended and incorporated into UK law under the UK European Union (Withdrawal) Act 2018, if in force.

1.2 The terms "personal data", "data subject", "processing", "controller" and "processor" as used in this Addendum have the meanings given in the GDPR irrespective of whether European Data Protection Law or Non-European Data Protection Law applies.

2. Duration

This Addendum will, notwithstanding expiry of the Term, remain in effect until, and automatically expire upon, deletion of all Customer Data by Vendor as described in this Addendum.

3. Scope of Data Protection Law

3.1 Application of European Law. The parties acknowledge that European Data Protection Law will apply to the processing of Customer Personal Data if, for example:

• the processing is carried out in the context of the activities of an establishment of Customer in the territory of the EEA or the UK; and/or
• the Customer Personal Data is personal data relating to data subjects who are in the EEA or the UK and the processing relates to the offering to them of goods or services in the EEA or the UK, or the monitoring of their behavior in the EEA or the UK.

3.2 Application of Non-European Law. The parties acknowledge that Non-European Data Protection Law may also apply to the processing of Customer Personal Data.

3.3 Application of Terms. Except to the extent this Addendum states otherwise, this Addendum will apply irrespective of whether European Data Protection Law or Non-European Data Protection Law applies to the processing of Customer Personal Data.

4. Processing of Data

4.1 Roles and Regulatory Compliance; Authorization.

4.1.1 Processor and Controller Responsibilities. If European Data Protection Law applies to the processing of Customer Personal Data: (a) the subject matter and details of the processing are described in Appendix 1; (b) Vendor is a processor of that Customer Personal Data under European Data Protection Law; (c) Customer is a controller or processor, as applicable, of that Customer Personal Data under European Data Protection Law; and (d) each party will comply with the obligations applicable to it under European Data Protection Law with respect to the processing of that Customer Personal Data.

4.1.2 Authorization by Third Party Controller. If European Data Protection Law applies to the processing of Customer Personal Data and Customer is a processor, Customer warrants that its instructions and actions with respect to that Customer Personal Data, including its appointment of Vendor as another processor, have been authorized by the relevant controller.

4.1.3 Responsibilities under Non-European Law. If Non-European Data Protection Law applies to either party's processing of Customer Personal Data, the relevant party will comply with any obligations applicable to it under that law with respect to the processing of that Customer Personal Data.

4.2 Scope of Processing.

4.2.1 Customer's Instructions. Customer instructs Vendor to process Customer Personal Data only in accordance with applicable law: (a) to provide the Service and Support; (b) as further specified via Customer's use of the Service (including account administration portals and other functionality of the Service) and Support; (c) as documented in the Agreement, including this Addendum; and (d) as further documented in any other written instructions given by Customer and acknowledged by Vendor as constituting instructions for purposes of this Addendum.

4.2.2 Vendor's Compliance with Instructions. Vendor will comply with the instructions described in Section 4.2.1 (Customer's Instructions) (including with regard to data transfers) unless European or National Law to which Vendor is subject requires other processing of Customer Personal Data by Vendor, in which case Vendor will notify Customer (unless that law prohibits Vendor from doing so on important grounds of public interest) before such other processing.

5. Data Deletion

5.1 Deletion by Customer. Vendor will enable Customer to delete Customer Data during the Term in a manner consistent with the functionality of the Service. If Customer uses the Service to delete any Customer Data during the Term and that Customer Data cannot be recovered by Customer, this use will constitute an instruction to Vendor to delete the relevant Customer Data from Vendor's systems in accordance with applicable law.

5.2 Deletion on Termination. On expiry of the Term, Customer instructs Vendor to delete all Customer Data (including existing copies) from Vendor's systems in accordance with applicable law. This requirement will not apply: (a) to the extent Vendor is required by applicable law to retain some or all of the Customer Data, or (b) to Customer Data that Vendor has archived on back-up systems, which Customer Data Vendor will securely isolate and protect from any further processing, except to the extent required by law.

6. Data Security

6.1 Vendor's Security Measures, Controls and Assistance.

6.1.1 Vendor's Security Measures. Vendor will implement and maintain technical and organizational measures to protect Customer Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure or access as described in Appendix 2 (the "Security Measures"). Vendor may update the Security Measures from time to time if such updates do not result in the degradation of the overall security of the Service.

6.1.2 Security Compliance by Vendor Staff. Vendor will: (a) take appropriate steps to ensure compliance with the Security Measures by its employees and contractors to the extent applicable to their scope of performance, and (b) ensure that all persons authorized to process Customer Personal Data are under an obligation of confidentiality.

6.1.3 Vendor's Security Assistance. Vendor will (taking into account the nature of the processing of Customer Personal Data and the information available to Vendor) assist Customer in ensuring compliance with its obligations under Articles 32 to 34 of the GDPR, by: (a) implementing and maintaining the Security Measures in accordance with Section 6.1.1 (Vendor's Security Measures); (b) complying with the terms of Section 6.2 (Data Incidents); (c) providing Customer with the Security Documentation in accordance with Section 6.4 (Customer's Audit Rights) and the information contained in the Agreement including this Addendum; and (d) if subsections (a)-(c) above are insufficient for Customer to comply with such obligations, upon Customer's request, providing additional reasonable assistance.

6.2 Data Incidents. Vendor will notify Customer promptly and without undue delay after becoming aware of a Data Incident, and promptly take reasonable steps to minimize harm and secure Customer Data. Vendor's notification of a Data Incident will describe, to the extent possible, the nature of the Data Incident, the measures taken to mitigate the potential risks and the measures Vendor recommends Customer take to address the Data Incident.

6.3 Customer's Security Responsibilities. Without prejudice to Vendor's obligations under Sections 6.1 (Vendor's Security Measures, Controls and Assistance) and 6.2 (Data Incidents), and elsewhere in the Agreement, Customer is responsible for its use of the Service and its storage of any copies of Customer Data outside Vendor's or its Subprocessors' systems, including: (a) protecting the security of Customer Data when in transit to and from the Service; (b) securing the account authentication credentials, systems and devices Customer uses to access the Service; and (c) backing up its Customer Data as appropriate.

6.4 Customer's Audit Rights. Upon Customer's request, and subject to the confidentiality obligations of the Agreement, Vendor will make available to Customer (or Customer's independent, third-party auditor) information regarding Vendor's compliance with the security obligations specified in this Addendum in the form of third-party certifications and audit reports (such certifications and reports the "Security Documentation"). Customer agrees that Vendor's compliance with Section 6.1 (Vendor's Security Measures, Controls and Assistance) will fulfil any audit cooperation responsibilities that may apply to Vendor under Data Protection Laws.

7. Impact Assessments and Consultations

Vendor will (taking into account the nature of the processing and the information available to Vendor) assist Customer in ensuring compliance with its obligations under Articles 35 and 36 of the GDPR, by: (a) providing the Security Documentation in accordance with Section 6.4 (Customer's Audit Rights); (b) providing the information contained in the Agreement including this Addendum; and (c) if subsections (a) and (b) above are insufficient for Customer to comply with such obligations, upon Customer's request, providing additional reasonable assistance.

8. Cooperation

8.1 Access. During the Term, Vendor will enable Customer, in a manner consistent with the functionality of the Service, to access, rectify and restrict processing of Customer Data, including via the deletion functionality provided by Vendor as described in Section 5.1 (Deletion by Customer), and to export Customer Data.

8.2 Customer Responsibility for Data Subject Requests. During the Term, if Vendor receives a request from a data subject relating to Customer Personal Data, and the request identifies Customer, Vendor will advise the data subject to submit their request to Customer. Customer will be responsible for responding to any such request including, where necessary, by using the functionality of the Service.

8.3 Vendor's Data Subject Request Assistance. Vendor will (taking into account the nature of the processing of Customer Personal Data) assist Customer in fulfilling its obligations under Chapter III of the GDPR to respond to requests for exercising the data subject's rights by: (a) complying with Sections 8.1 (Access) and 8.2 (Customer's Responsibility for Data Subject Requests); and (b) if the foregoing is insufficient for Customer to comply with such obligations, upon Customer's request, providing additional reasonable assistance.

9. Data Transfers

9.1 Data Storage and Processing Facilities. Vendor may store and process Customer Data anywhere Vendor or its Subprocessors maintain data processing operations.

9.2 Transfers of Data.

9.2.1 Vendor's Transfer Obligations. If the storage and/or processing of Customer Personal Data involves transfers of Customer Personal Data out of the EEA, Switzerland or the UK, and European Data Protection Law applies to the transfers of such data ("Transferred Personal Data"), Vendor will:

• ensure that Vendor complies with the Model Contract Clauses, which are incorporated into this Addendum by reference, and ensure that the transfers are made in accordance with such Model Contract Clauses; and/or
• offer an Alternative Transfer Solution for such data, ensure that the transfers are made in accordance with such Alternative Transfer Solution, and make information available to Customer about such Alternative Transfer Solution.

9.2.2 Customer's Transfer Obligations. For Transferred Personal Data, Customer will:

• comply with the Model Contract Clauses as the exporter of such data, if under European Data Protection Law Vendor reasonably requires Customer to do so; and
• use an Alternative Transfer Solution offered by Vendor for such data and take any action (which may include execution of documents) strictly required to give full effect to such solution if under European Data Protection Law Vendor reasonably requires Customer to do so.

9.3 Disclosure of Confidential Information Containing Personal Data. If the Model Contract Clauses apply as described in Section 9.2 (Transfers of Data), Vendor will, notwithstanding any term to the contrary in the Agreement, ensure that any disclosure of Customer's Confidential Information containing personal data, and any notifications relating to any such disclosures, will be made in accordance with such Model Contract Clauses.

10. Subprocessors

10.1 Consent to Subprocessor Engagement. Customer authorizes the engagement as Subprocessors of: (a) those entities listed at the URL provided by the Vendor, as may be updated by Vendor from time to time in accordance with this Addendum; and (b) all other Vendor Affiliates from time to time. In addition, without prejudice to Section 10.3 (Opportunity to Object to Subprocessor Changes), Customer generally authorizes the engagement as Subprocessors of any other third parties (each, a "New Third Party Subprocessor").

10.2 Requirements for Subprocessor Engagement. When engaging any Subprocessor, Vendor will:

• ensure via a written contract that: (i) the Subprocessor only accesses and uses Customer Data to the extent required to perform the obligations subcontracted to it, and does so in accordance with the Agreement (including this Addendum) and any Model Contract Clauses entered into or Alternative Transfer Solution adopted by Vendor as described in Section 9.2 (Transfers of Data); and (ii) if the GDPR applies to the processing of Customer Personal Data, the data protection obligations described in Article 28(3) of the GDPR, as described in this Addendum, are imposed on the Subprocessor; and
• remain fully liable for all obligations subcontracted to the Subprocessor, and all acts and omissions of the Subprocessor, in each case relating to Vendor's obligations under this Addendum.

10.3 Opportunity to Object to Subprocessor Changes.

10.3.1 Notice. When any New Third Party Subprocessor is engaged during the Term, Vendor will, at least 30 days before the New Third Party Subprocessor starts processing any Customer Data, notify Customer of the engagement (including the name and headquartered location of the relevant Subprocessor and the activities it will perform), such as by updating the URL provided by the Vendor.

10.3.2 Opportunity to Object. Customer may object in writing to Vendor's engagement of a New Third Party Subprocessor, but only if such objection is based on reasonable grounds relating to data protection. In such event, the parties will discuss such concerns in good faith with a view to achieving resolution. If this is not possible, Customer may, as its sole and exclusive remedy, suspend or terminate the Agreement.

11. Liability

11.1 Liability Cap. The total combined liability of either party and its Affiliates towards the other party and its Affiliates under or in connection with the Agreement, including this Addendum and the Model Contract Clauses as applicable, combined will be subject to any limitation of liability provisions (including any agreed aggregate financial cap) that apply under the Agreement.

11.2 Liability Cap Exclusions. Nothing in Section 11.1 (Liability Cap) will affect the remaining terms of the Agreement relating to liability (including any specific exclusions from any limitation of liability).

12. Effect of this Addendum

Notwithstanding anything to the contrary in the Agreement, in the event of any conflict or inconsistency between this Addendum and the remaining terms of the Agreement, this Addendum will govern.

Appendix 1: Subject Matter and Details of the Data Processing

• Subject Matter: Vendor's provision of the Fully Homomorphic Encryption (FHE) Service to Customer.
• Duration of the Processing: The Term plus the period from the expiry of the Term until deletion of all Customer Data by Vendor in accordance with the Terms.
• Nature and Purpose of the Processing: Vendor will process Customer Personal Data for the purposes of providing the Service to Customer in accordance with the Agreement. Critically, the Vendor's Service utilizes Fully Homomorphic Encryption (FHE). The Vendor processes mathematical operations strictly on encrypted ciphertexts and does not possess, store, or have access to the Customer's private cryptographic keys required to decrypt the Customer Personal Data.
• Categories of Data: Encrypted data relating to individuals provided to Vendor via the Service, by (or at the direction of) Customer.
• Data Subjects: Data subjects include the individuals about whom encrypted data is provided to Vendor via the Service by (or at the direction of) Customer.

Appendix 2: Security Measures

As from the Terms Effective Date, Vendor will implement and maintain the following Security Measures:

1. Data Access and Storage

• Access Controls: Customer's administrators and end users must authenticate themselves via a central authentication system to use the Service.
• Encryption and FHE: Vendor stores data in a multi-tenant environment. Customer Data is encrypted client-side before transmission. Vendor processes all data agnostically as ciphertexts. Vendor logically isolates Customer Data, and logically separates each end user's data from the data of other end users.

2. Network and Incident Response

• Data Transmission: Vendor transfers data via Internet standard protocols (e.g., TLS/HTTPS).
• Incident Response: Vendor monitors communication channels for security incidents and will react promptly to known incidents, notifying the Customer as outlined in this Addendum.

3. Personnel

• Vendor personnel are required to conduct themselves in a manner consistent with the company's guidelines regarding confidentiality. Internal data access processes are designed to prevent unauthorized persons from gaining access to systems. Even in the event of unauthorized system access, Customer Data remains mathematically encrypted via FHE.

4. Subprocessors

• Vendor utilizes infrastructure providers (e.g., Google Cloud Platform) to host the compute environment. Vendor conducts appropriate due diligence of the security and privacy practices of Subprocessors.