Hollie Data Processing Agreement

Zuletzt aktualisiert: 31. August 2026

Unverbindliche Übersetzung zu Informationszwecken. Massgebend ist die englische Fassung.

Version 1 | Effective 31 August 2026

This Data Processing Agreement (“DPA”) forms part of the End User License Agreement (the "Terms") (the “Agreement”) between Mentiora AG (“Mentiora”, “we”, “us”, “Processor”) and the business customer accepting the Agreement (“Customer”, “you”, “Controller”).

By clicking “I agree”, accepting the Agreement, creating an account or using the Services, Customer agrees to this DPA. The individual accepting the Agreement represents and warrants that they have authority to bind Customer and, where applicable, its Affiliates.

This DPA is effective as of the date Customer first accepts the Agreement or uses the Services, whichever occurs first.

WHEREAS, Mentiora shall provide the Hollie services set forth in the Agreement (collectively, the “Services”) for Customer, as described in the Agreement; and

WHEREAS, In the course of providing the Services pursuant to the Agreement, we may process Personal Data on your behalf, in the capacity of a “Data Processor”; and the Parties wish to set forth the arrangements concerning the processing of Personal Data (defined below) within the context of the Services and agree to comply with the following provisions with respect to any Personal Data, each acting reasonably and in good faith.

NOW THEREFORE, in consideration of the mutual promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Parties, intending to be legally bound, agree as follows:

1. INTERPRETATION AND DEFINITIONS

1.1 The headings contained in this DPA are for convenience only and shall not be interpreted to limit or otherwise affect the provisions of this DPA. Words used in the singular include the plural and vice versa, as the context may require. Capitalized terms not defined herein shall have the meanings assigned to such terms in the Agreement. Definitions:

(a) “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control”, for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

(b) “Authorized Affiliate” is defined under Section 9 below.

(c) “BYOK Provider” means a third-party provider (including LinkedIn) that Customer configures the Services to use via Customer’s own account and credentials (e.g., “bring your own key”). BYOK Providers are engaged by the Customer.

(d) “Controller” or “Data Controller” means the entity which determines the purposes and means of the Processing of Personal Data. For the purposes of this DPA only, and except where indicated otherwise, the term “Data Controller” shall include the Organization and/or the Organization’s Authorized Affiliates.

(e) “Data Protection Laws and Regulations” means all laws and regulations of the European Union, the European Economic Area and their Member States, including the GDPR, the UK GDPR, the Swiss Federal Act on Data Protection of 25 September 2020 (SR 235.1) ("FADP") as applicable to the Processing of Personal Data under the Agreement.

(f) “Data Subject” means the identified or identifiable person to whom the Personal Data relates.

(g) “Member State” means a country that belongs to the European Union and/or the European Economic Area. “Union” means the European Union.

(h) “Mentiora Group” means Mentiora and its Affiliates, and their employees, personnel, contractors and consultants engaged in the Processing of Personal Data.

(i) “GDPR” means 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).

(j) “Personal Data” or “Personal Information” means any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person, as defined under Data Protection Laws and Regulations. For the avoidance of doubt, Customer's business contact information is not by itself deemed to be Personal Data subject to this DPA.

(k) “Personnel” mean an agent, employee, contractors, and/or subcontractor employed or retained in any way, on a full or part time basis, by Mentiora or any of its Affiliates, as well as any employee or agent of a Sub-processor of Mentiora or any of its Affiliates.

(l) “Process(ing)” means any operation or set of operations which is performed upon Personal Data, whether or not by automatic 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.

(m) “Processor” or “Data Processor” means the entity which Processes Personal Data on behalf of the Controller.

(n) “Security Documentation” means the Security Documentation applicable to the specific Services purchased by Customer, as updated from time to time. Customer shall send a request to [email protected] to receive a copy of the Security Documentation.

(o) “Standard Contractual Clauses” or “SCCs” means (i) the standard contractual clauses for the transfer of Personal Data to Data processors established in third countries which do not ensure an adequate level of protection as set out in Regulation (EU) 2016/679 of the European Parliament and of the Council from June 4, 2021, as available here as updated, amended, replaced or superseded from time to time by the European Commission; or (ii) where required from time to time by a supervisory authority for use with respect to any specific restricted transfer, any other set of contractual clauses or other similar mechanism approved by such Supervisory Authority or by applicable laws for use in respect of such restricted transfer, as updated, amended, replaced or superseded from time to time by such Regulatory Authority or Data Protection Laws and Regulations.

(p) “Sub-processor” means any Processor engaged by Mentiora and/or Mentiora Affiliate to Process Personal Data on behalf of Customer.

(q) “Supervisory Authority” means an independent public authority which is established by an EU Member State pursuant to the GDPR.

(r) “UK GDPR” means the Data Protection Act 2018, as updated, amended, replaced or superseded from time to time.

(s) “UK Standard Contractual Clauses” or “UK SCCs” means the standard contractual clauses for the transfer of Personal Data to Data processors established in third countries which do not ensure an adequate level of protection as set out by the ICO, as available here, as updated, amended, replaced or superseded from time to time by the ICO.

2. PROCESSING OF PERSONAL DATA

2.1 The Parties acknowledge and agree that with regard to the Processing of Personal Data under this DPA Mentiora is the Data Processor and Mentiora or members of the Mentiora Group may engage Sub-processors pursuant to the requirements set forth in Section 5 “Sub-processors” below. For clarity, this DPA shall not apply with respect to Mentiora processing activity as a Data Controller with respect to Mentiora data as detailed in Mentiora’s privacy policy. Any anonymized, statistical, de-identified and/or aggregated data derived from the usage of the Services (e.g., metadata, aggregated, usage and analytics information) (“Aggregated Data”) will be used for research, analysis, service improvement, development purposes, and/or for statistical analysis.For the avoidance of doubt, neither Personal Data Processed under this DPA nor Aggregated Data derived from such Personal Data shall be used to train or fine-tune any artificial-intelligence or machine-learning model. Such Aggregated Data is the sole and exclusive property of Mentiora.

2.2 Customer shall, in its use of the Services, Process Personal Data in accordance with the requirements of Data Protection Laws and Regulations and comply at all times with the obligations applicable to data controllers (including, without limitation, Article 24 of the GDPR). For the avoidance of doubt, Customer’s instructions for the Processing of Personal Data shall comply with Data Protection Laws and Regulations. Customer shall have sole responsibility for the means by which Customer acquired Personal Data. Without limitation, Customer shall comply with any and all transparency-related obligations (including, without limitation, displaying any and all relevant and required privacy notices or policies) and shall at all times have any and all required ongoing legal bases in order to collect, Process and transfer to Mentiora the Personal Data and to authorize the Processing by Mentiora of the Personal Data which is authorized in this DPA. Customer shall defend, hold harmless and indemnify Mentiora, its Affiliates and subsidiaries (including without limitation their directors, officers, agents, subcontractors and/or employees) from and against any liability of any kind related to any breach, violation or infringement by Customer and/or its authorized users of any Data Protection Laws and Regulations and/or this DPA and/or this Section. To the extent call content or transcripts contain personal data relating to minors, Customer remains solely responsible and liable for its lawful use of the Services, including providing appropriate notices, obtaining any required consents, and ensuring compliance with applicable laws relating to children's or minors' data.

2.3 Mentiora’s Processing of Personal Data.

2.3.1 Subject to the Agreement, Mentiora shall Process Personal Data that is subject to this DPA only in accordance with Customer’s documented instructions as necessary for the performance of the Services and for the performance of the Agreement and this DPA. The Parties agree that Customer's documented instructions include the Agreement, this DPA, and Customer's use and configuration of the Services. Any instructions that materially deviate from the Agreement, this DPA or the intended functionality of the Services must be agreed by the Parties in writing. Unless required to otherwise by Union or Member State law or any other applicable law to which Mentiora and its Affiliates are subject, Mentiora shall inform the Customer of the legal requirement before processing, unless that law prohibits such information on important grounds of public interest.

2.3.2 To the extent that Mentiora or its Affiliates cannot comply with a request (including, without limitation, any instruction, direction, code of conduct, certification, or change of any kind) from Customer and/or its authorized users relating to Processing of Personal Data or where Mentiora considers such a request to be unlawful, Mentiora (i) shall inform Customer, providing relevant details of the problem (but not legal advice), (ii) Mentiora may, without any kind of liability towards Customer, temporarily cease all Processing of the affected Personal Data (other than securely storing those data), and (iii) if the Parties do not agree on a resolution to the issue in question and the costs thereof, each Party may, as its sole remedy, terminate the Agreement and this DPA with respect to the affected Processing, and Customer shall pay to Mentiora all the amounts owed to Mentiora or due before the date of termination. Customer will have no further claims against Mentiora (including, without limitation, requesting refunds for Services) due to the termination of the Agreement and/or the DPA in the situation described in this paragraph (excluding the obligations relating to the termination of this DPA set forth below).

2.3.3 Mentiora will not be liable in the event of any claim brought by a third party, including, without limitation, a Data Subject, arising from any act or omission of Mentiora, to the extent that such is a result of Customer’s instructions. Mentiora expressly disclaims all responsibility and liability for the accuracy, copyright compliance, legality, or decency of any content provided by the Customer to the Services. The Customer acknowledges and agrees that it is the Customer's sole responsibility to ensure that the use of the Services is permitted under the applicable laws and jurisdictions. The Customer shall take all necessary steps to ensure that its use of the Services complies with the relevant legal and regulatory requirements, including applicable Data Protection Laws and Regulations. Customer acknowledges and agrees that Mentiora may review transcripts, text interactions and related metadata, by authorized personnel for support, debugging, monitoring, abuse prevention, fraud prevention, incident response, security, quality assurance and service improvement purposes.

3. RIGHTS OF DATA SUBJECTS

If Mentiora receives a request from a Data Subject to exercise its rights as described under Data Protection Laws and Regulations (“Data Subject Request”), Mentiora shall, to the extent legally permitted, promptly notify and forward such Data Subject Request to Customer. Taking into account the nature of the Processing, Mentiora shall use commercially reasonable efforts to assist Customer by appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of Customer’s obligation to respond to a Data Subject Request under Data Protection Laws and Regulations. To the extent legally permitted, Customer shall be responsible for any costs arising from Mentiora’s provision of such assistance.

4. MENTIORA PERSONNEL

4.1 Mentiora shall grant access to the Personal Data to its Personnel under its authority only on a need-to-know basis and ensure that such persons engaged in the Processing of Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

4.2 Mentiora may disclose and Process the Personal Data (a) as permitted hereunder (b) to the extent required by a court of competent jurisdiction or other Supervisory Authority and/or otherwise as required by applicable laws or applicable Data Protection Laws and Regulations (in such a case, Mentiora shall inform the Customer of the legal requirement before the disclosure, unless that law prohibits such information on important grounds of public interest), or (c) on a “need-to-know” basis under an obligation of confidentiality to legal counsel(s), data protection advisor(s), accountant(s), investors or potential acquirers.

5. AUTHORIZATION REGARDING SUB-PROCESSORS

5.1 Mentiora’s current list of Sub-processors is available at https://hollie.mentiora.ai/subprocessors, as referenced in Schedule 2 (the “Sub-processor List”) and is incorporated into this DPA by reference. The Sub-processor List in effect as of the date Customer accepts this DPA is hereby approved by Customer. Customer grants Mentiora general authorization to engage new Sub-processors, subject to Mentiora’s compliance with Sections 5.2 to 5.4.

5.2 Mentiora shall notify Customer at its registered account email of any intended addition or replacement of a Sub-processor at least three (3) business days before authorizing that Sub-processor to Process Personal Data and shall reflect the change in the Sub-processor List available at https://hollie.mentiora.ai/subprocessors.

5.3 Customer may reasonably object to Mentiora’s use of a Sub-processor for reasons related to the GDPR by notifying Mentiora promptly in writing within three (3) business days after receipt of Mentiora’s notice in accordance with the mechanism set out in Section 5.2 and such written objection shall include the reasons related to the GDPR for objecting to Mentiora’s use of such Sub-processor. Failure to object to such Sub-processor in writing within three (3) business days following Mentiora’s notice shall be deemed as acceptance of the Sub-processor. In the event Customer reasonably objects to a Sub-processor, as permitted in the preceding sentences, Mentiora will use reasonable efforts to make available to Customer a change in the Services or recommend a commercially reasonable change to Customer’s use of the Services to avoid Processing of Personal Data by the objected-to Sub-processor without unreasonably burdening the Customer. If Mentiora is unable to make available such change within a reasonable period of time, which shall not exceed thirty (30) days, Customer may, as a sole remedy, terminate the applicable Agreement and this DPA with respect only to those Services which cannot be provided by Mentiora without the use of the objected-to Sub-processor by providing written notice to Mentiora provided that all amounts due under the Agreement before the termination date with respect to the Processing at issue shall be duly paid to Mentiora. Until a decision is made regarding the Sub-processor, Mentiora may temporarily suspend the Processing of the affected Personal Data. Customer will have no further claims against Mentiora due to the termination of the Agreement (including, without limitation, requesting refunds) and/or the DPA in the situation described in this paragraph.

5.4 Mentiora shall ensure that each Sub-processor is bound by a written agreement imposing materially equivalent data-protection obligations to those imposed on Mentiora under this DPA, to the extent applicable to the Processing performed by that Sub-processor. Mentiora shall remain fully liable to Customer for the performance of those data-protection obligations by each Sub-processor.

5.5 This Section 5 shall not apply to third parties that provide services ancillary to the Services and are not engaged by Mentiora or any of its Affiliates to Process Personal Data on behalf of Customer. Such providers may include, for example, providers of telecommunications, maintenance, user support, cleaning or audit services, in each case only to the extent that they are not engaged to Process Personal Data on behalf of Customer. Any such provider that is engaged by Mentiora or any of its Affiliates to Process Personal Data on behalf of Customer shall be treated as a Sub-processor for purposes of this DPA.

For clarity, where Customer configures the Services to connect with or use a BYOK Provider through Customer’s own account and credentials, that BYOK Provider is engaged directly by Customer and is not a Sub-processor of Mentiora for purposes of this DPA. Customer is responsible for its contractual and data-protection arrangements with the BYOK Provider. Depending on its actual role, the BYOK Provider shall act as Customer’s Data Processor or as an independent Data Controller, and the associated data flows shall be made pursuant to Customer’s documented instructions. This Section 5 shall not apply to that BYOK Provider. However, to the extent Mentiora or any of its Affiliates separately engages the same provider to Process Personal Data on behalf of Customer, that provider shall be treated as a Sub-processor under this DPA.

6. SECURITY

6.1 Taking into account the state of the art, the costs of implementation, the scope, the context, the purposes of the Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, Mentiora shall maintain all industry-standard technical and organizational measures for protection of the security (including protection against unauthorized or unlawful Processing and against accidental or unlawful destruction, loss or alteration or damage, unauthorized disclosure of, or access to, Personal Data), confidentiality and integrity of Personal Data, as set forth in the Security Documentation which are hereby approved by Customer. Upon the Customer’s request, Mentiora will use commercially reasonable efforts to assist Customer, at Customer’s cost, in ensuring compliance with the obligations under Data Protection Laws and Regulations, taking into account the nature of the processing, the state of the art, and the information available to Mentiora.

6.2 Upon Customer’s written request at reasonable intervals, and subject to the confidentiality obligations set forth in the Agreement and this DPA, Mentiora shall make available to Customer a copy or a summary of Mentiora’s then most recent third-party audits or certifications or any other available documenation. At Customer’s cost and expense, Mentiora shall allow for and contribute to audits, including inspections of Mentiora’s, conducted by the controller or another auditor mandated by the controller (who is not a direct or indirect competitor of Mentiora) provided that the parties shall agree on the scope, methodology, timing and conditions of such audits and inspections. Notwithstanding anything to the contrary, nothing in this DPA will require Mentiora either to disclose to Customer (and/or its authorized auditors), or provide access to: (i) any data of any other customer of Mentiora; (ii) Mentiora’s internal accounting or financial information; (iii) any trade secret of Mentiora; or (iv) any information that, in Mentiora’s sole reasonable discretion, could compromise the security of any of Mentiora’s systems or premises or cause Mentiora to breach obligations under any applicable law or its obligations to any third party.

7. PERSONAL DATA INCIDENT MANAGEMENT AND NOTIFICATION

Mentiora shall notify Customer without undue delay after becoming aware of the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data, including Personal Data, transmitted, stored or otherwise Processed by Mentiora of which Mentiora becomes aware (a “Personal Data Incident”). Mentiora shall make reasonable efforts to identify the cause of such Personal Data Incident and take those steps as Mentiora deems necessary, possible and reasonable in order to remediate the cause of such a Personal Data Incident to the extent the remediation is within Mentiora’s reasonable control. In any event, Customer will be the party responsible for notifying supervisory authorities and/or concerned data subjects (where required by Data Protection Laws and Regulations). Mentiora’s notification of or response to a Personal Data Incident under this Section 7 will not be construed as an acknowledgement by Mentiora of any fault or liability with respect to the Personal Data Incident.

8. RETURN AND DELETION OF PERSONAL DATA

Subject to the Agreement, Mentiora shall, at the choice of Customer, delete or return the Personal Data to Customer after the end of the provision of the Services relating to Processing, and shall delete existing copies unless applicable law requires storage of the Personal Data. In any event, to the extent required or allowed by applicable law, Mentiora may retain one copy of the Personal Data for evidence purposes and/or for the establishment, exercise or defence of legal claims and/or to comply with applicable laws and regulations. If the Customer requests the Personal Data to be returned, the Personal Data shall be returned in the format generally available for Mentiora’s Customers.

9. AUTHORIZED AFFILIATES

9.1 The Parties acknowledge and agree that, by executing the DPA, the Customer enters into the DPA on behalf of itself and, as applicable, in the name and on behalf of its Authorized Affiliates, thereby establishing a separate DPA between Mentiora. Each Authorized Affiliate agrees to be bound by the obligations under this DPA. All access to and use of the Services by Authorized Affiliates must comply with the terms and conditions of the Agreement and this DPA and any violation of the terms and conditions therein by an Authorized Affiliate shall be deemed a violation by Customer.

9.2 The Customer shall remain responsible for coordinating all communication with Mentiora under the Agreement and this DPA and shall be entitled to make and receive any communication in relation to this DPA on behalf of its Authorized Affiliates.

10. TRANSFERS OF DATA

10.1 Personal Data may be transferred from the EU Member States, the three EEA member countries (Norway, Liechtenstein and Iceland) (collectively, “EEA”), and from the United Kingdom to countries that offer adequate level of data protection under or pursuant to the adequacy decisions published by the relevant data protection authorities of the EEA, the Union, the Member States or the European Commission, the UK supervisory authority (“Adequacy Decisions”), without any further safeguard being necessary.

10.2 To the extent that there is Processing of Personal Data which includes transfers from the EEA or the UK to countries which do not offer adequate level of data protection or which have not been subject to an Adequacy Decision (“Other Countries”), the below terms shall apply:

a) With respect to the EU transfers of Personal Data, Customer as a Data Exporter (as defined in the SCCs) and Mentiora on behalf of itself and each Mentiora Affiliate (as applicable) as a Data Importer (as defined in the SCCs) hereby enter into the SCC set out in Schedule 3. To the extent that there is any conflict or inconsistency between the terms of the SCC and the terms of this DPA, the terms of the SCC shall take precedence.

b) With respect to the UK transfers of Personal Data (from the UK to other countries which have not been subject to a relevant Adequacy Decision), Customer as a Data Exporter (as defined in the UK SCCs) and Mentiora on behalf of itself and each Mentiora Affiliate (as applicable) as a Data Importer (as defined in the UK SCCs), hereby enter into the UK SCC set out in Schedule 3. To the extent that there is any conflict or inconsistency between the terms of the UK SCC and the terms of this DPA, the terms of the UK SCC shall take precedence.

c) With respect to transfers of Personal Data from Switzerland to Other Countries, Customer as a Data Exporter and Mentiora on behalf of itself and each Mentiora Affiliate (as applicable) as a Data Importer hereby enter into the Swiss SCCs set out in Schedule 3. To the extent that there is any conflict or inconsistency between the terms of the Swiss SCCs and the terms of this DPA, the terms of the Swiss SCCs shall take precedence.

11. TERMINATION

This DPA shall automatically terminate upon the termination or expiration of the Agreement under which the Services are provided. Sections 2.2, 2.3.3, 8 shall survive the termination or expiration of this DPA for any reason. This DPA cannot, in principle, be terminated separately to the Agreement, except where the Processing ends before the termination of the Agreement, in which case, this DPA shall automatically terminate.

12. RELATIONSHIP WITH AGREEMENT

In the event of any conflict between the provisions of this DPA and the provisions of the Agreement, the provisions of this DPA shall prevail over the conflicting provisions of the Agreement. Notwithstanding anything to the contrary in the Agreement and/or in any agreement between the parties and to the maximum extent permitted by law: (A) Mentiora’s (including Mentiora’s Affiliates’) entire, total and aggregate liability, related to personal data or information, privacy, or for breach of, this DPA and/or Data Protection Laws and Regulations, including, without limitation, if any, any indemnification obligation or applicable law regarding data protection or privacy, shall be limited to the amounts paid to Mentiora under the Agreement within twelve (12) months preceding the event that gave rise to the claim. This limitation of liability is cumulative and not per incident; (B) In no event will Mentiora and/or Mentiora Affiliates and/or their third-party providers, be liable under, or otherwise in connection with this DPA for: (i) any indirect, exemplary, special, consequential, incidental or punitive damages; (ii) any loss of profits, business, or anticipated savings; (iii) any loss of, or damage to data, reputation, revenue or goodwill; and/or (iv) the cost of procuring any substitute goods or services; and (C) The foregoing exclusions and limitations on liability set forth in this Section shall apply: (i) even if Mentiora, Mentiora Affiliates or third-party providers, have been advised, or should have been aware, of the possibility of losses or damages; (ii) even if any remedy in this DPA fails of its essential purpose; and (iii) regardless of the form, theory or basis of liability (such as, but not limited to, breach of contract or tort).

13. AMENDMENTS

Mentiora may update this DPA from time to time by posting the updated version on its website and/or notifying Customer by email. Any updated DPA will become effective on the date stated in the updated version or, if no date is stated, upon posting. Continued use of the Services after the effective date constitutes acceptance of the updated DPA.

14. LEGAL EFFECT

Mentiora may assign this DPA or its rights or obligations hereunder to any Affiliate thereof, or to a successor or any Affiliate thereof, in connection with a merger, consolidation or acquisition of all or substantially all of its shares, assets or business relating to this DPA or the Agreement. Any Mentiora obligation hereunder may be performed (in whole or in part), and any Mentiora right (including invoice and payment rights) or remedy may be exercised (in whole or in part), by an Affiliate of Mentiora. If Mentiora modifies any terms of this DPA, Mentiora shall provide Customer with prior notice via email and/or on its website, at Mentiora’s discretion, before the amendment becomes effective.

15. SIGNATURE

This DPA may be accepted electronically and is binding without a handwritten signature. By accepting the Agreement or using the Services, Customer is deemed to have accepted this DPA. The individual accepting the Agreement represents and warrants that they have authority to bind Customer and, where applicable, its Authorized Affiliates.

List of Schedules

SCHEDULE 1 - DETAILS OF THE PROCESSING

SCHEDULE 2 - SUB-PROCESSOR LIST

SCHEDULE 3 – STANDARD CONTRACTUAL CLAUSES

Schedule 1 — Details of the Processing

Subject matter. Mentiora will Process Personal Data as necessary to perform the Services pursuant to the Agreement, as further instructed by Customer in its use of the Services.

Nature and Purpose of Processing.

1. Performing the Agreement, this DPA and/or other contracts executed by the Parties, including, providing the Service(s) to Customer and providing support and technical maintenance, if agreed in the Agreement

2. For Mentiora to comply with documented reasonable instructions provided by Customer where such instructions are consistent with the terms of the Agreement.

Duration of Processing. Subject to any Section of the DPA and/or the Agreement dealing with the duration of the Processing and the consequences of the expiration or termination thereof, Mentiora will Process Personal Data for the duration of the Agreement, unless otherwise agreed upon in writing.

Type of Personal Data. Customer may submit Personal Data to the Services, the extent of which is determined and controlled by Customer in its sole discretion, and which may include, but is not limited to the following categories of Personal Data:

The Customer and the Data Subjects shall provide the Personal Data to Mentiora by supplying the Personal Data to Mentiora’s Service.

For the avoidance of doubt, the information subject to the Mentiora’s privacy policy (e.g., log-in details) available here: https://hollie.mentiora.ai/privacy shall not be subject to the terms of this DPA.

Categories of Data Subjects. Customer may submit Personal Data to the Services, the extent of which is determined and controlled by Customer in its sole discretion, and which may include, but is not limited to Personal Data relating to the following categories of data subjects:

The frequency of the transfer. Continuous basis

The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period. As described in this DPA and/or the Agreement

For transfers to (sub-) processors. As detailed in Schedule 2.

Schedule 2 — Sub-processor List

Mentiora’s list of Sub-processors is available at https://hollie.mentiora.ai/subprocessors.

Schedule 3 — Standard Contractual Clauses

EU SCCs. If the Processing of Personal Data includes transfers from the EU to countries outside the EEA which do not offer adequate level of data protection or which have not been subject to an Adequacy Decision, the Parties shall comply with Chapter V of the GDPR. The Parties hereby agree to execute the Standard Contractual Clauses as follows:

a)The Standard Contractual Clauses (Controller-to-Processor and Processor to Processor) as applicable, will apply, with respect to restricted transfers between Customer and Mentiora that are subject to the GDPR.

b)The Parties agree that for the purpose of transfer of Personal Data between Customer (as Data Exporter) and Mentiora (as Data Importer), the following shall apply: (i) Clause 7 of the Standard Contractual Clauses shall be not applicable; (ii) In Clause 9, option 2 shall apply and the method described in Section 5 of the DPA (Authorization Regarding Sub-Processors) shall apply; (iii) Clause 11 of the Standard Contractual Clauses shall be applicable; (iv) In Clause 13: the relevant option applicable to the Customer, as informed by Customer to Mentiora; (v) In Clause 17, option 1 shall apply. The Parties agree that the Standard Contractual Clauses shall be governed by the laws of Ireland; and (vi) In Clause 18(b) the Parties choose the courts of Dublin, Ireland, as their choice of forum and jurisdiction.

c)Annex I.A: With respect to Module Two: (i) Data Exporter is Customer as a data controller and (ii) the Data Importer is Mentiora as a data processor. With respect to Module Three: (i) Data Exporter is Customer as a data processor and (ii) the Data Importer is Mentiora as a data processor (sub-processor). Data Exporter and Data Importer Contact details: As detailed in the Agreement. Signature and Date: accepting the Agreement or using the Services, each Party is deemed to have signed these Standard Contractual Clauses incorporated herein, including their Annexes, as of the Effective Date of the DPA.

d)Annex I.B of the Standard Contractual Clauses shall be completed as described in Schedule 1 (Details of the Processing) of this DPA.

e) Annex I.C of the Standard Contractual Clauses shall be completed as follows: for transfers governed by the GDPR, the competent supervisory authority shall be determined in accordance with Clause 13; and for transfers governed by the Swiss FADP, the competent supervisory authority shall be the Swiss Federal Data Protection and Information Commissioner. Where both laws apply, each supervisory authority shall be competent to the extent of its respective jurisdiction.f)Annex II of the Standard Contractual Clauses shall be completed as described in the Security Documentation.

g)Annex III of the Standard Contractual Clauses shall be completed with the authorized sub-processors detailed in Schedule 2 (Sub-processor list) of this DPA.

UK SCCs. If the Processing of Personal Data includes transfers from the UK to countries which do not offer adequate level of data protection or which have not been subject to an Adequacy Decision, the Parties shall comply with Article 45(1) of the UK GDPR and Section 17A of the Data Protection Act 2018. The Parties hereby agree to execute the International Data Transfer Addendum to the EU Commission Standard Contractual Clauses as follows:

a)The UK Standard Contractual Clauses (Controller-to-Processor and Processor to Processor) if applicable, will apply with respect to restricted transfers between Customer and Mentiora that are subject to the GDPR.

b)The Parties agree that for the purpose of transfer of Personal Data between Customer (as Data Exporter) and Mentiora (as Data Importer), the following shall apply: (i) Clause 7 of the Standard Contractual Clauses shall be not applicable; (ii) In Clause 9, option 2 shall apply and the method described in Section 5 of the DPA (Authorization Regarding Sub-Processors) shall apply; (iii) Clause 11 of the Standard Contractual Clauses shall be applicable; (iv) In Clause 17, option 1 shall apply. The Parties agree that the Standard Contractual Clauses shall be governed by the laws of England and Wales; and (v) In Clause 18(b) the Parties choose the courts of England and Wales. A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of any country in the UK. The Parties agree to submit themselves to the jurisdiction of such courts, as their choice of forum and jurisdiction. Which Parties may end this Addendum as set out in Section 19: Importer and/or Exporter, in accordance with the agreed terms of the DPA.

c)Annex I.A: With respect to Module Two: Data Exporter is Customer as a data controller and the Data Importer is Mentiora as a data processor. With respect to Module Three: Data Exporter is Customer as a data processor and the Data Importer is Mentiora as a data processor (sub-processor). Data Exporter and Data Importer Contact details: As detailed in the Agreement. Signature and Date: By accepting the Agreement or using the Services, each Party is deemed to have signed these UK Standard Contractual Clauses incorporated herein, including their Annexes, as of the Effective Date of the DPA.

d)Annex I.B of the UK Standard Contractual Clauses shall be completed as described in Schedule 1 (Details of the Processing) of this DPA.

e) Annex I.C of the UK Standard Contractual Clauses shall be completed as follows: The competent supervisory authority is the ICO supervisory authority.

f)Annex II of the UK Standard Contractual Clauses shall be completed as described in the Security Documentation.

g)Annex III of the UK Standard Contractual Clauses shall be completed with the authorized sub-processors detailed in Schedule 2 (Sub-processor list) of this DPA.

SWISS SCCS:

In relation to transfers of Personal Data protected by the FADP, the EU SCCs shall be incorporated by reference and form an integral part of this DPA, with the following modifications:

I. any references in the EU SCCs to "Directive 95/46/EC" or "Regulation (EU) 2016/679" shall be interpreted as references to the Swiss FADP;

II. references to "EU," "Union," "Member State," and "Member State law," shall be interpreted as references to Switzerland and Swiss law, as the case may be; and

III. references to the "competent supervisory authority" and "competent courts" shall be interpreted as references to the Swiss Federal Data Protection and Information Commissioner and competent courts in Switzerland.