Data Processing Addendum

This Data Processing Addendum, including its Schedules, (“DPA”) forms part of the Main Services Agreement or other written or electronic agreement between Merlin AI, Inc., dba Listen Labs (“Merlin”) and Customer for the purchase of Services from Merlin (the “Agreement”) to reflect the Parties’ agreement with regard to the Processing of Personal Data. This DPA is an addendum to and forms part of the Agreement.

DATA PROCESSING TERMS

1. DEFINITIONS

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity, and, in the case of Customer, is permitted to use the Services under the Agreement. “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.

“CCPA” means the California Consumer Privacy Act, Cal. Civ. Code § 1798.100 et seq., as amended by the California Privacy Rights Act, and its implementing regulations.

“Controller” means the entity which determines the purposes and means of the Processing of Personal Data, including as applicable any “business” as that term is defined by CCPA.

“Data Protection Laws and Regulations” means all laws and regulations that apply to the Processing of Personal Data under the Agreement.

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

“Personal Data” means any information relating to (i) an identified or identifiable natural person or, (ii) an identified or identifiable legal entity (where such information is protected similarly as personal data or personally identifiable information under applicable Data Protection Laws and Regulations), where for each (i) or (ii), such data is Customer Data.

“Processing” or “Process” 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.

“Processor” means the entity which Processes Personal Data on behalf of the Controller, including as applicable any “service provider” as that term is defined by the CCPA.

“Public Authority” means a government agency or law enforcement authority, including judicial authorities.

“Trust Documentation” means the documentation for the Services purchased by Customer, as updated from time to time, and accessible via Merlin’s Trust Center webpage at https://trust.listenlabs.ai/, or as otherwise made reasonably available by Merlin.

“Sub-processor” means any Processor engaged by Merlin.

2. PROCESSING OF PERSONAL DATA

2.1. Customer’s Processing of Personal Data. As a Controller or Processor, Customer shall comply with all applicable Data Protection Laws and Regulations in its use of the Services, including by ensuring that its instructions to Merlin are lawful, and by complying with any requirement to provide notice to Data Subjects of the use of Merlin as Processor.

2.2. Merlin’s Processing of Personal Data. As Processor, Merlin shall treat Personal Data as Confidential Information, Process Personal Data on behalf of Customer, and Process Personal Data only under Customer’s documented instructions for the following purposes: (i) Processing in accordance with the Agreement and Order Form(s); (ii) Processing initiated by Users in their use of the Services; and (iii) Processing to comply with other documented reasonable instructions provided by Customer (e.g., via email) where such instructions are consistent with the terms of the Agreement.

2.3. Details of the Processing. The subject-matter of Processing of Personal Data by Merlin is the performance of the Services under the Agreement. The duration of the Processing, the nature and purpose of the Processing, the types of Personal Data and categories of Data Subjects Processed under this DPA are further specified in Schedule 2 (Description of Processing/Transfer) to this DPA.

3. RIGHTS OF DATA SUBJECTS

3.1. Data Subject Request. Merlin shall, to the extent legally permitted, promptly notify Customer of any complaint, dispute or request it has received from a Data Subject, each such request being a “Data Subject Request.” Merlin shall not respond to a Data Subject Request itself, except that Customer authorizes Merlin to redirect the Data Subject Request as necessary to allow Customer to respond directly.

3.2. Required Assistance. Taking into account the nature of the Processing, Merlin shall assist Customer by appropriate technical and organizational measures, insofar as this is possible, for the fulfillment of Customer’s obligation to respond to a Data Subject Request under Data Protection Laws and Regulations.

3.3. Additional Assistance. To the extent Customer, in its use of the Services, does not have the ability to address a Data Subject Request, Merlin shall upon Customer’s written request provide commercially reasonable efforts to assist Customer in responding, to the extent Merlin is legally permitted to do so and the response is required under Data Protection Laws and Regulations. To the extent legally permitted, Customer shall be responsible for any costs arising from Merlin’s provision of such assistance.

4. MERLIN PERSONNEL AND DATA PROTECTION OFFICER

4.1. Confidentiality, Reliability and Limitation of Access. Merlin shall ensure that its personnel engaged in the Processing of Personal Data are informed of the confidential nature of the Personal Data, receive appropriate training on their responsibilities and have executed written confidentiality agreements. Merlin shall:

(i) ensure that such confidentiality obligations survive the termination of the personnel engagement;

(ii) take commercially reasonable steps to ensure the reliability of any Merlin personnel engaged in the Processing of Personal Data; and

(iii) ensure that Merlin’s access to Personal Data is limited to those personnel performing Services in accordance with the Agreement, Order Form(s) and Documentation.

4.2. Data Protection Officer. Merlin has appointed a data protection officer. The appointed person may be reached at privacy@listenlabs.ai.

5. SUB-PROCESSORS

5.1. Appointment of Sub-processors. Customer acknowledges and agrees that (a) Merlin’s Affiliates may be retained as Sub-processors; and (b) Merlin and Merlin’s Affiliates respectively may engage third-party Sub-processors to provide the Services. Merlin or a Merlin Affiliate has entered into a written agreement with each Sub-processor containing data protection obligations similar to those in this DPA.

5.2. Current List of Sub-processors and Notification of New Sub-processors. The current list of Sub-processors engaged in Processing Personal Data for the performance of each Service, including a description of their processing activities and countries of location, is listed in the Sub-processor Documentation which can be found on Merlin’s Trust Center http://trust.listenlabs.ai (“Sub-processor Documentation”), or as otherwise made reasonably available by Merlin. Customer hereby consents to these Sub-processors, their locations and processing activities. The Sub-processor Documentation contains a mechanism to subscribe to notifications of new Sub-processors for each Service, and if Customer subscribes, Merlin shall notify Customer before authorizing any new Sub-processor to Process Personal Data for that Service.

5.3. Objection Right for New Sub-processors. Customer may object to Merlin’s use of a new Sub-processor on reasonable grounds relating to the protection of Personal Data by notifying Merlin promptly in writing within thirty (30) days of Merlin sending notice under section 5.2. If Customer objects, Merlin will use commercially reasonable efforts to make available to Customer a change in the Services or recommend a commercially reasonable change to Customer’s configuration or use of the Services to avoid Processing of Personal Data by the new Sub-processor without unreasonably burdening Customer. If Merlin is unable to make available such change within sixty (60) days, Customer may terminate the applicable Order Form(s) with respect only to those Services which cannot be provided by Merlin without the use of the new Sub-processor by providing written notice to Merlin. Merlin will refund Customer any prepaid fees covering the remainder of the term of such Order Form(s) following the effective date of termination with respect to the terminated Services, without imposing a penalty for such termination on Customer.

5.4. Liability. Subject to Section 11, Merlin shall be liable for the acts and omissions of its Sub-processors to the same extent Merlin would be liable if performing the services of each Sub-processor directly under the terms of this DPA, unless otherwise set forth in the Agreement.

6. SECURITY, CERTIFICATIONS AND AUDIT

6.1. Controls for the Protection of Customer Data. Merlin shall maintain appropriate technical and organizational measures for the protection of the security, confidentiality and integrity of Customer Data (including measures designed to protect against unauthorized or unlawful Processing and against accidental or unlawful destruction, loss, alteration, or damage, unauthorized access to or disclosure of Customer Data), as set forth in the Trust Documentation. Merlin regularly monitors compliance with these measures.

6.2. Third-Party Certifications and Audits. Merlin has obtained the third-party certifications and audits set forth in the Trust Documentation. Where Merlin has obtained ISO 27001 certifications and SSAE 18 Service Organization Control (SOC) 2 report as described in the Documentation, Merlin agrees to maintain these certifications or standards, or appropriate and comparable successors thereof, for the duration of the subscription term.

6.3. Audit Program. Merlin shall maintain an audit program to help ensure compliance with the obligations set out in this DPA and shall make available to Customer information to demonstrate compliance with the obligations set out in this DPA, including those obligations required by applicable Data Protection Laws and Regulations, as follows:

6.3.1. Access to Third-Party Certification and Audit Information. Upon Customer’s written request at reasonable intervals, and subject to the confidentiality obligations set forth in the Agreement, Merlin shall:

(i) make available to Customer (or Customer’s Third-Party Auditor as defined below) information regarding Merlin’s compliance with the obligations set forth in this DPA in the form of a copy of Merlin’s then most recent third-party audits or certifications set forth in the Trust Documentation. Such third-party audits or certifications may also be shared with Customer’s competent supervisory authority on its request;

(ii) provide Customer with a report and/or confirmation of Merlin’s audits of third-party Sub-processors’ compliance with the data protection controls set forth in this DPA and/or a report of third-party auditors’ audits of Sub-processors that have been provided by those Sub-processors to Merlin , to the extent such reports or evidence may be shared with Customer (“Sub-processor Audit Reports”). Customer acknowledges that (i) Sub-processor Audit Reports are both Confidential Information and confidential information of the Sub-processor and (ii) Sub-processors may require Customer to execute a non-disclosure agreement with them to view a Sub-processor Audit Report.

6.4. Compliance Assistance. Taking into account the nature of the Processing and the information available to Merlin, Merlin shall provide reasonable assistance to Customer in ensuring compliance with Customer’s obligations under Articles 32–36 GDPR, as applicable, including obligations relating to security of Processing, notification of personal data breaches to supervisory authorities, communication of personal data breaches to Data Subjects, data protection impact assessments and prior consultation with supervisory authorities. Such assistance shall be limited to information not otherwise available to Customer through the Services or the Trust Documentation. To the extent permitted by applicable law, Merlin may charge Customer reasonable costs for bespoke assistance provided under this section.

7. CUSTOMER DATA INCIDENT MANAGEMENT AND NOTIFICATION

Merlin maintains security incident management policies and procedures specified in the Trust Documentation and shall notify Customer without undue delay after becoming aware of the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Data, including Personal Data, transmitted, stored or otherwise Processed by Merlin or its Sub-processors (a “Customer Data Incident”). Merlin shall provide Customer with information concerning the Customer Data Incident that is reasonably available to Merlin and reasonably required for Customer to comply with its applicable notification obligations under Data Protection Laws and Regulations. Merlin may provide such information in phases as it becomes available. Merlin shall make reasonable efforts to identify the cause of such Customer Data Incident and take steps it deems necessary and reasonable to remediate the cause of such a Customer Data Incident to the extent the remediation is within Merlin’s reasonable control. The obligations herein shall not apply to incidents that are caused by Customer or Customer’s Users.

8. GOVERNMENT REQUESTS

8.1 Merlin Requirements. As a Processor, Merlin shall maintain appropriate measures to protect Personal Data in accordance with the requirements of Data Protection Laws and Regulations, including by implementing appropriate technical and organizational safeguards to protect Personal Data against any interference. If Merlin receives a legally binding request to access Personal Data from a Public Authority, Merlin shall, unless otherwise legally prohibited, promptly notify Customer including a summary of the nature of the request. To the extent Merlin is prohibited by law from providing such notification, Merlin shall use commercially reasonable efforts to obtain a waiver of the prohibition to enable Merlin to communicate as much information as possible, without undue delay. Further, Merlin shall challenge the request if, after careful assessment, it concludes that there are reasonable grounds to consider that the request is unlawful. Merlin shall pursue appeals where available. When challenging a request, Merlin shall seek interim measures to suspend the effects of the request until the competent judicial authority has decided on its merits. It shall not disclose the Personal Data requested until required to do so under the applicable procedural rules. Merlin agrees it will provide the minimum amount of information permissible when responding to a request for disclosure, based on a reasonable interpretation of the request. Merlin shall promptly notify Customer if Merlin becomes aware of any direct access by a Public Authority to Personal Data and shall provide Customer with related information available to Merlin, if permitted by law. Merlin is not currently aware of any national law or government policy requiring Merlin to create or maintain back doors, or to facilitate access to the Services or Personal Data, or to keep in its possession any encryption keys or hand over encryption keys to any third party.

9. RETURN AND DELETION OF CUSTOMER DATA

Merlin shall return Customer Data to Customer and, to the extent allowed by applicable law, delete Customer Data in accordance with the procedures and timeframes specified in the Trust Documentation. Until Customer Data is deleted or returned, Merlin shall continue to comply with this DPA and its Schedules.

10. AFFILIATES

Customer enters into this DPA on behalf of itself and, to the extent required under Data Protection Laws and Regulations, in the name and on behalf of its Affiliates authorized to use the Services under the Agreement. Except where applicable Data Protection Laws and Regulations require such an Affiliate to exercise a right or seek any remedy under this DPA against Merlin directly, the parties agree that solely the Customer that is the contracting party to the Agreement shall exercise rights and remedies under this DPA, in a combined manner for itself and all of its Affiliates. For the avoidance of doubt, an Affiliate is not and does not become a party to the Agreement, and is a party only to this DPA unless it has signed an Order Form.

11. REMEDIES

Each party’s and all of its Affiliates’ liability, taken together in the aggregate, arising out of or related to this DPA, whether in contract, tort or under any other theory of liability, is subject to the ‘Limitation of Liability’ section of the Agreement.

12. EUROPE SPECIFIC PROVISIONS

12.1. Definitions. For the purposes of this section 12, Schedule 1, and Schedule 2 these terms shall be defined as follows:

"Europe" means the European Union, the European Economic Area, Switzerland and the United Kingdom.

“European Data Protection Laws and Regulations” means the Data Protection Laws and Regulations applying in Europe.

“European Personal Data” means the Personal Data subject to European Data Protection Laws and Regulations.

“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 (General Data Protection Regulation), including as implemented or adopted under the laws of the United Kingdom.

"SCC Module 2" means Standard Contractual Clauses sections I, II, III and IV to the extent they reference Module Two (Controller-to-Processor).

"SCC Module 3" means Standard Contractual Clauses sections I, II III and IV to the extent they reference Module Three (Processor-to-Processor).

“Standard Contractual Clauses” means Standard Contractual Clauses for the transfer of Personal Data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and the Council approved by European Commission Implementing Decision (EU) 2021/914 of 4 June 2021, as currently set out at https://eur-lex.europa.eu/eli/dec_impl/2021/914/oj.

“Third-Country Transfer” means a transfer of European Personal Data that is not subject to an adequacy decision by the European Commission, and in respect of UK Personal Data, a transfer to a country or territory not covered by applicable UK adequacy regulations.

12.2. GDPR. Merlin will Process European Personal Data in accordance with the GDPR requirements directly applicable to Merlin’s provision of its Services.

12.3. Customer Instructions. Merlin shall inform Customer immediately (i) if, in its opinion, an instruction from Customer constitutes a breach of the GDPR and/or (ii) if Merlin is unable to follow Customer’s instructions for the Processing of European Personal Data.

12.4. Transfer Mechanisms for Data Transfers. If, in the performance or use of the Services, European Personal Data is subject to a Third-Country Transfer, the transfer mechanisms listed below shall apply:

• SCC Module 2. Where Customer is a Controller and a data exporter, subject to the additional terms in section 2 of Schedule 1; and/or

• SCC Module 3. Where Customer is a Processor acting on behalf of a Controller and a data exporter, subject to the additional terms in sections 2 and 3 of Schedule 1.

12.5. Impact of Local Laws. As of the Effective Date, Merlin has no reason to believe that the laws and practices in any third country where it Processes European Personal Data as set forth in the Sub-processors Documentation, including any requirements to disclose European Personal Data or measures authorizing access by a Public Authority, prevent Merlin from fulfilling its obligations under this DPA. If Merlin reasonably believes that any existing or future enacted or enforceable laws and practices in the third country where it Processes European Personal Data ("Local Laws") prevent it from fulfilling its obligations under this DPA, it shall promptly notify Customer. Merlin shall then use commercially reasonable efforts to make available to Customer a change in the Services or recommend a commercially reasonable change to Customer’s configuration or use of the Services to facilitate compliance with the Local Laws without unreasonably burdening Customer. If Merlin is unable to make available such change promptly, Customer may terminate the applicable Order Form(s) and suspend the transfer of European Personal Data in respect only to those Services which cannot be provided by Merlin in accordance with the Local Laws by providing written notice in accordance with the “Notices” section of the Agreement. Customer shall receive a refund of any prepaid fees for the period following the effective date of termination for such terminated Services. If Merlin receives an order from a government to suspend or cease cloud operations in Europe, Merlin shall promptly contest such a measure using all legal avenues available, including by pursuing litigation in court.

List of Schedules

Schedule 1: Transfer Mechanisms for European Data Transfers

Schedule 2: Description of Processing/Transfer

SCHEDULE 1 - TRANSFER MECHANISMS FOR EUROPEAN DATA TRANSFERS

1. STANDARD CONTRACTUAL CLAUSES OPERATIVE PROVISIONS AND ADDITIONAL TERMS

For the purposes of SCC Module 2 and SCC Module 3, Customer is the data exporter and Merlin AI, Inc. dba Listen Labs (“Merlin”) is the data importer. Where this section 2 does not explicitly mention SCC Module 2 or SCC Module 3 it applies to both of them.

1.1. Reference to the Standard Contractual Clauses. The relevant provisions contained in the Standard Contractual Clauses are incorporated by reference and are an integral part of this DPA, and signature of the Agreement or amendment containing the DPA will be deemed to constitute signature of the SCCs. The information required for the purposes of the Appendix to the Standard Contractual Clauses are set out in Schedule 2. Where Customer wishes to separately sign the SCCs and its Appendix, Customer should also complete the information as the data exporter and sign on page 17 (Schedule 2).

1.2. Docking Clause. The option under clause 7 shall not apply.

1.3. Instructions. This DPA and the Agreement are Customer’s complete and final documented instructions at the time of signature of the Agreement to Merlin for the Processing of Personal Data. Any additional or alternate instructions must be consistent with the terms of this DPA and the Agreement. For clause 8.1(a), the instructions by Customer to Process Personal Data are set out in section 2.2 of this DPA and include onward transfers to a third party located outside Europe for the purpose of the performance of the Services.

1.4. Certification of Deletion. The parties agree that the certification of deletion of Personal Data that is described in clause 8.5 and 16(d) of the Standard Contractual Clauses shall be provided by Merlin to Customer only upon Customer's written request.

1.5. Security of Processing. For clause 8.6(a), Customer is responsible for making an independent determination as to whether the technical and organizational measures set forth in the Trust Documentation meet Customer’s requirements and agrees that (taking into account the state of the art, the costs of implementation, and the nature, scope, context and purposes of the Processing of its Personal Data as well as the risks to individuals) the security measures and policies implemented and maintained by Merlin provide a level of security appropriate to the risk with respect to its Personal Data. For clause 8.6(c), personal data breaches will be handled in accordance with section 7 (Customer Data Incident Management and Notification) of this DPA.

1.6. Audits of the SCCs. The parties agree that the audits described in clause 8.9 of the Standard Contractual Clauses shall be carried out in accordance with section 6.3 of this DPA.

1.7. General Authorization for Use of Sub-processors. Option 2 under clause 9 shall apply. For clause 9(a), Merlin has Customer’s general authorization to engage Sub-processors in accordance with section 5 of this DPA. Merlin shall make available to Customer the current list of Sub-processors in accordance with section 5.2 of this DPA.

1.8. Notification of New Sub-processors and Objection Right for New Sub-processors. For clause 9(a), Customer acknowledges and expressly agrees that Merlin may engage new Sub-processors as described in sections 5.2 and 5.3 of this DPA. Merlin shall inform Customer of any changes to Sub-processors following the procedure provided for in section 5.2 of this DPA.

1.9. Complaints - Redress. For clause 11, and subject to section 3 of this DPA, Merlin shall inform data subjects on its website of a contact point authorized to handle complaints. Merlin shall inform Customer if it receives a complaint by, or a dispute from, a Data Subject with respect to Personal Data and shall without undue delay communicate the complaint or dispute to Customer. Merlin shall not otherwise have any obligation to handle the request (unless otherwise agreed with Customer). The option under clause 11 shall not apply.

1.10. Supervision. Clause 13 shall apply as follows:

1.10.1. Where Customer is established in an EU Member State, the supervisory authority with responsibility under the GDPR for Customer’s data transfers shall act as competent supervisory authority.

1.10.2. Where Customer is not established in an EU Member State, but falls within the territorial scope of GDPR Article 3(2) and has appointed a representative under GDPR Article 27(1), the supervisory authority of the Member State in which that Customer representative is established shall act as competent supervisory authority.

1.10.3. Where Customer is not established in an EU Member State, but falls within the territorial scope of GDPR Article 3(2) without having to appoint a representative under Article 27(2), Commission nationale de l'informatique et des libertés shall act as competent supervisory authority.

1.10.4. Where Customer is established in the United Kingdom or falls within the territorial scope of application of the Data Protection Laws and Regulations of the United Kingdom (“UK Data Protection Laws and Regulations”), the Information Commissioner's Office shall act as competent supervisory authority.

1.10.5. Where Customer is established in Switzerland or falls within the territorial scope of application of the Data Protection Laws and Regulations of Switzerland (“Swiss Data Protection Laws and Regulations”), the Swiss Federal Data Protection and Information Commissioner shall act as competent supervisory authority insofar as the relevant data transfer is governed by Swiss Data Protection Laws and Regulations.

1.11. Notification of Government Access Requests. For clause 15(1)(a), Merlin shall notify Customer (only) and not the Data Subject(s) in case of government access requests. Customer shall be solely responsible for promptly notifying the Data Subject as necessary.

1.12. Governing Law. The governing law for clause 17 shall be the law that is designated in the Governing Law section of the Agreement. If the Agreement is not governed by an EU Member State law, the Standard Contractual Clauses will be governed by either (i) the laws of France; or (ii) where the Agreement is governed by the laws of the United Kingdom, the laws of England and Wales.

1.13. Choice of Forum and Jurisdiction. The courts under clause 18 shall be those designated in the Venue section of the Agreement. If the Agreement does not designate an EU Member State court, then exclusive jurisdiction shall be in either (i) France; or (ii) where the Agreement designates the United Kingdom as having exclusive jurisdiction, the courts of England and Wales. For Data Subjects habitually resident in Switzerland, the courts of Switzerland are an alternative place of jurisdiction.

1.14. Appendix. The Appendix shall be completed as follows:

• The contents of section 1 of Schedule 2 shall form Annex I.A to the Standard Contractual Clauses

• The contents of sections 2 to 9 of Schedule 2 shall form Annex I.B to the Standard Contractual Clauses

• The contents of section 10 of Schedule 2 shall form Annex I.C to the Standard Contractual Clauses

• The contents of section 11 of Schedule 2 to this Exhibit shall form Annex II to the Standard Contractual Clauses.

1.15. Data Exports from the United Kingdom under the Standard Contractual Clauses. For data transfers governed by UK Data Protection Laws and Regulations “Approved Addendum” means the UK International Data Transfer Addendum to the EU Commission Standard Contractual Clauses issued by the Information Commissioner’s Office (available here). Part 2: Mandatory Clauses of the Approved Addendum, being the template Addendum B.1.0 issued by the ICO and laid before Parliament in accordance with section 119A of the Data Protection Act 2018 on 2 February 2022, as revised under section 18 of those Mandatory Clauses, is incorporated by reference into this DPA. The information required for Tables 1 to 3 of Part One of the Approved Addendum is in Schedule 2 of this DPA. For Table 4 of Part One of the Approved Addendum, neither party may end the Approved Addendum when it changes.

1.16. Data Exports from Switzerland under the Standard Contractual Clauses. For data transfers governed by Swiss Data Protection Laws, general and specific references in the Standard Contractual Clauses to GDPR or EU or Member State Law shall have the same meaning as the equivalent reference in Swiss Data Protection Laws.

1.17. Conflict. The Standard Contractual Clauses are subject to this DPA and the additional safeguards set out hereunder. The rights and obligations afforded by the Standard Contractual Clauses will be exercised in accordance with this DPA, unless stated otherwise. If the body of this DPA is inconsistent with the Standard Contractual Clauses, the Standard Contractual Clauses shall prevail.

2. ADDITIONAL TERMS FOR SCC MODULE 3

For the purposes of SCC Module 3 only, the Parties agree the following.

2.1. Instructions and Notifications. For clause 8.1(a), Customer informs Merlin that it acts as Processor under the instructions of the relevant Controller. Customer warrants that its Processing instructions, including in the Agreement and this DPA have been authorized by the relevant Controller. Customer shall be solely responsible for forwarding any notifications received from Merlin to the relevant Controller where appropriate.

2.2. Security of Processing. For clause 8.6(c) and (d), Merlin shall notify Customer of a personal data breach concerning Personal Data Processed by Merlin.

2.3. Documentation and Compliance. For clause 8.9, all enquiries from the relevant Controller shall be provided to Merlin by Customer. If Merlin receives an enquiry directly from a Controller, it shall forward the enquiry to Customer and Customer shall be solely responsible for any response to the relevant Controller.

2.4. Data Subject Rights. For clause 10 and subject to section 3 of this DPA, Merlin shall notify Customer about any request it has received directly from a Data Subject without obligation to handle it (unless otherwise agreed), but shall not notify the relevant Controller. Customer shall be solely responsible for cooperating with the relevant Controller in fulfilling any obligations to respond to any such request.

SCHEDULE 2 - DESCRIPTION OF PROCESSING/TRANSFER

1. LIST OF PARTIES

Data exporter(s): Identity and contact details of the data exporter(s) and, where applicable, of its/their data protection officer and/or representative in the European Union

Name: Customer.

Address: As set forth in the Agreement.

Contact person’s name, position and contact details: As set forth in the Agreement.

Activities relevant to the data transferred under these clauses: Performance of the Services under the Agreement and as further described in the Documentation.

Role: For the purposes of SCC Module 2 Customer is a Controller. For the purposes of SCC Module 3 Customer is a Processor.

Signature and date: This Schedule 2 shall be considered executed when the Order Form is executed by Customer.

Data importer(s): Identity and contact details of the data importer(s), including any contact person with responsibility for data protection

Name: Merlin AI, Inc.

Address: 85 2nd St, Suite 500, San Francisco, VA 94105

Contact person’s name, position and contact details: Florian Juengermann, CTO, privacy@listenlabs.ai

Activities relevant to the data transferred under these clauses: Performance of the Services under the Agreement and as further described in the Documentation.

Role: Processor

Signature and date: This Schedule 2 shall be considered executed when the Order Form is executed by Merlin.

2. CATEGORIES OF DATA SUBJECTS WHOSE PERSONAL DATA IS TRANSFERRED

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:

• Prospects, customers, business partners and vendors of Customer (who are natural persons)

• Employees or contact persons of Customer’s prospects, customers, business partners and vendors

• Employees, agents, advisors, freelancers of Customer (who are natural persons)

• Customer’s Users authorized by Customer to use the Services

• Study participants identified and recruited by Customer.

3. CATEGORIES OF PERSONAL DATA TRANSFERRED

Customer may submit Personal Data to the Services or direct study participants which it recruited and provided to Merlin to submit Personal Data, 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:

• First and last name

• Title

• Position

• Employer

• Contact information (company, email, phone, physical business address)

• ID data

• Professional life data

• Personal life data

• Study response data

• Audio and video data

• Device data

• Educational data

• Purchasing behavior data

• Location data

4. SENSITIVE DATA TRANSFERRED

Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialised training), keeping a record of access to the data, restrictions for onward transfers or additional security measures:

Customer may submit special categories of data to the Services, the extent of which is determined and controlled by Customer in its sole discretion, and which may include information revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade-union membership, and the processing of genetic data, biometric data for the purpose of uniquely identifying a natural person, data concerning health or data concerning a natural person’s sex life or sexual orientation.

The applicable security measures are described under the Trust Documentation for the Services, as updated from time to time, and accessible via Merlin’s Trust Center webpage or as otherwise made reasonably available by Merlin.

5. FREQUENCY OF THE TRANSFER

The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis):

Continuous basis depending on the use of the Services by Customer.

6. NATURE OF THE PROCESSING

The nature of the Processing is the performance of the Services under the Agreement.

7. PURPOSE OF PROCESSING, THE DATA TRANSFER AND FURTHER PROCESSING

Merlin will Process Personal Data as necessary to perform the Services under the Agreement, as further specified in the Documentation, and as further instructed by Customer in its use of the Services.

8. DURATION OF PROCESSING

The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period:

Subject to section 9 of the DPA, Merlin will Process Personal Data for the duration of the Agreement, unless otherwise agreed upon in writing.

9. SUB-PROCESSOR TRANSFERS

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

As per 7 above, the Sub-processor will Process Personal Data as necessary to perform the Services under the Agreement. Subject to section 9 of this DPA, the Sub-processor will Process Personal Data for the duration of the Agreement, unless otherwise agreed in writing.

Identities of Sub-processors and their locations are listed under the Subprocessor Documentation which can be found on Melin’s Trust Center.

10. COMPETENT SUPERVISORY AUTHORITY

Identify the competent supervisory authority/ies in accordance with clause 13: the supervisory authority specified in section 2.10 of Schedule 1 shall act as the competent supervisory authority for the Standard Contractual Clauses*.*

11. TECHNICAL AND ORGANISATIONAL MEASURES

Merlin will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Personal Data uploaded to the Services, as described in the Trust Documentation for the Services purchased by Customer. Merlin will not materially decrease the overall security of the Services during a subscription term.