Data Processing Agreement

This Data Processing Agreement ("DPA") forms an integral part of and is subject to the Agreement for the Processor's services which references this DPA, entered into by and between the customer identified on the applicable order form ("Controller") and XRAY AI, Inc. ("Processor" and the "Agreement", respectively). Capitalized terms not otherwise defined herein shall have the meaning given to them in the Agreement.

Whereas, in connection with the performance of its obligations under the Agreement, Processor may Process Controller Personal Data (both as defined below) on behalf of the Controller; and

Whereas, the parties wish to set forth the mutual obligations with respect to the Processing of Controller Personal Data by the Processor;

Now therefore, intending to be legally bound, the parties hereby agree as follows:

1.Definitions. In addition to capitalized terms defined elsewhere in this DPA, the following terms shall have the meanings set forth below:

1.1."Applicable Law" means whichever of the following legal regimes is applicable to the Processing of Personal Data under this DPA:

1.1.1.Regulation 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) ("GDPR") and laws implementing or supplementing the GDPR;

1.1.2.The GDPR as amended and adopted into UK law in accordance with the European Union (Withdrawal) Act 2018, the UK's Data Protection Act, 2018 and the UK Data (Use and Access) Act, 2025 (collectively, "UK GDPR");

1.1.3.The Swiss Federal Act on Data Protection, and its implementing regulations, as amended from time to time ("FADP");

1.1.4.The California Consumer Privacy Act of 2018, Cal. Civil Code Title 1.81.5 and the regulations thereunder, as amended by the California Consumer Privacy Rights Act of 2020 (collectively, "CCPA"); and/or

1.2."Controller Personal Data" means any Personal Data Processed by Processor on behalf of Controller pursuant to or in connection with the Agreement.

1.3."Data Protection Laws" means Applicable Law and, to the extent applicable, the data protection or privacy laws of any other applicable country where the Services are delivered.

1.4."Standard Contractual Clauses" means the standard contractual clauses for the transfer of Personal Data to data importers established in third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council, as set out in Commission Implementing Decision (EU) 2021/914 and available at: https://eur-lex.europa.eu/legal-content/EN/TXT/HTML/?uri=CELEX:32021D0914&qid=1640528660139&from=EN;

1.5."UK Addendum" shall mean the International Data Transfer Addendum to the EU Commission Standard Contractual Clauses as issued by the UK Information Commissioner under S119A(1) Data Protection Act 2018.

1.6."Sub Processor" means any person (excluding an employee of Processor) appointed by or on behalf of Processor or to Process Controller Personal Data on behalf of the Controller in connection with the Agreement.

1.7."Data Subject" shall mean the person whose Personal Data is Processed and both Data Subject as defined under the GDPR and Consumer as defined under the CCPA.

1.8."Personal Data" shall mean Personal Data as defined under the GDPR and/or 'Personal Information' as defined under the CCPA, in each case, as applicable.

1.9."Processing" shall be as defined in the GDPR and/or in the CCPA, in each case as applicable.

1.10.The terms "Controller", "Data Protection Officer", "Personal Data Breach", "Processor", and "Supervisory Authority" shall have the meanings ascribed to them in the GDPR.

1.11.The terms "Business", "Sell", "Share", and "Service Provider", shall have the meanings ascribed to them in the CCPA.

2.Applicability and Roles of the Parties.

2.1.For Processing subject to the GDPR, UK GDPR, and/or the FADP: When Controller Personal Data is subject to the GDPR, UK GDPR, and/or the FADP, Controller serves as a Controller of such Personal Data and Processor serves as a Processor on its behalf. In such case, the Applicable Law shall be as described in Sections 1.1.1, 1.1.2, and 1.1.3, respectively, and this DPA shall be interpreted accordingly.

2.2.For Processing subject to the CCPA: When Controller Personal Data is subject to the CCPA, Controller serves as a Business with respect to such Personal Data and Processor serves as a Service Provider on its behalf. In such case, the Applicable Law shall be as described in Section 1.1.4 and this DPA shall be interpreted accordingly.

3.Processing of Controller Personal Data.

3.1.Processor shall Process Controller Personal Data on Controller's behalf and at Controller's instructions as specified in the Agreement and in this DPA, including without limitation with regard to transfers of Controller Personal Data to a third country or international organization. Any other Processing shall be permitted only in the event that such Processing is required by any Data Protection Laws to which the Processor is subject. In such event, Processor shall, unless prohibited by such Data Protection Laws on important grounds of public interest, inform Controller of that requirement before engaging in such Processing. Processor shall promptly inform Controller if, in its opinion, an instruction received under this DPA infringes the GDPR or other applicable Data Protection Laws.

3.2.Controller instructs Processor (and authorizes Processor to instruct each Sub Processor) (i) to Process Controller Personal Data for the provision of the services, as detailed in the Agreement ("Services") and as otherwise set forth in the Agreement and in this DPA, and/or as otherwise directed by Controller; and (ii) to transfer Controller Personal Data to any country or territory as reasonably necessary for the provision of the Services and in accordance with Applicable Law. Controller further instructs Processor to process Controller Personal Data to provide, personalize, secure, and improve the Services for Controller only, including customer-specific personalization, retrieval quality, and workflow optimization, as permitted by the Agreement and this DPA.

3.3.Controller sets forth the details of the Processing of Controller Personal Data in Schedule 1 (Details of Processing of Controller Personal Data), attached hereto.

3.4.For Processing subject to the CCPA: Processor undertakes that it shall not Sell or Share Personal Data when Processing Personal Data as a Service Provider and shall not retain, use, or disclose Personal Data for any commercial purpose other than providing the Services to Controller and as otherwise permitted under the Agreement.

3.5.Third-Party Model Training. As part of the Services, Processor will employ the services of certain third party AI tools as sub-processors of Controller Personal Data. For the avoidance of doubt, Controller Personal Data shall not be used to train any third-party AI models.

4.Controller. Controller represents and warrants that it has and shall maintain throughout the term of the Agreement and this DPA, all necessary rights to provide the Controller Personal Data to Processor for the Processing to be performed in relation to the Services and in accordance with the Agreement and this DPA. To the extent required by Data Protection Laws, Controller is responsible for establishing any legal bases and/or obtaining any necessary Data Subject consents to the Processing, and for ensuring that a record of such consents is maintained throughout the term of the Agreement and this DPA and/or as otherwise required under Data Protection Laws.

5. International Data Transfers.

5.1.To the extent that the Processor Processes Controller Personal Data relating to Data Subjects in the EU or Switzerland and such Processing is subject to GDPR or FADP and the Processing takes place in countries outside of the European Economic Area that do not provide an adequate level of data protection, as determined by the relevant authority in the applicable jurisdiction, the Standard Contractual Clauses shall apply and shall be incorporated herein upon execution of this Agreement by the parties. Annexes 1 and 2 attached hereto shall apply as Annexes 1 and 2 of the Standard Contractual Clauses. The Standard Contractual Clauses are modular, containing numerous sections that each pertain to a specific type of entity or transfer. For the purposes of this DPA and any transfers of data to third countries pursuant hereto, only the modular sections pertaining to module two (Controller to Processor) of the Standard Contractual Clauses shall apply, in addition to all general sections therein. Processor agrees to cooperate with Controller for the implementation of any technical measures as may be deemed necessary to permit the transfer of Controller Personal Data to countries outside of the applicable jurisdiction on the basis of the Standard Contractual Clauses and agrees to provide information as needed in order to allow Controller to conduct a transfer impact assessment.

5.2.To the extent that the Processor Processes Controller Personal Data that is protected by and subject to the UK GDPR and the Processor Processes such data in a country other than the United Kingdom whose data protection laws were deemed inadequate by the United Kingdom, the UK Addendum shall apply and shall be incorporated herein upon execution of this Agreement by the parties. Annexes 1 and 2 attached hereto shall apply as Appendixes 1 and 2 of the UK Addendum. Processor agrees to cooperate with Controller for the implementation of any technical measures as may be deemed necessary to permit the transfer of Controller Personal Data to countries outside of the United Kingdom on the basis of the UK Addendum and agrees to provide information as needed in order to allow Controller to conduct a transfer impact assessment.

5.3.To the extent a data transfer which is subject to the Standard Contractual Clauses in accordance with Section 5.1 above ("International Transfer") originated in Switzerland and such data transfer is subject to the FADP, the following shall apply:

5.3.1.References in the Standard Contractual Clauses to the GDPR shall be interpreted to refer to the FADP.

5.3.2.The relevant supervisory authority for purposes of Clause 13 of the Standard Contractual Clauses shall be the Federal Data Protection and Information Commissioner of Switzerland.

5.3.3.The term "Member State" under the Standard Contractual Clauses will not be interpreted to exclude Data Subjects in Switzerland from the possibility of suing for their rights in their place of habitual residence (Switzerland) in accordance with Clause 18(c) of the Standard Contractual Clauses.

5.4.Processor shall ensure that any recipient of Controller Personal Data and which is involved in an International Transfer is bound by the same data protection obligations as set out in this section, including the implementation of appropriate safeguards for international data transfers.

6.Processor Employees. Processor shall take reasonable steps to ensure that access to the Controller Personal Data is limited on a need to know basis and that all Processor employees receiving such access are subject to confidentiality undertakings or professional or statutory obligations of confidentiality in connection with their access to and use of Controller Personal Data.

7.Security. Processor shall implement appropriate technical and organizational measures to ensure an appropriate level of security of the Controller Personal Data as set forth in the Binding Security Document attached hereto as Schedule 2. In assessing the appropriate level of security, Processor shall take into account the risks that are presented by the nature of the Processing and the information available to the Processor.

8.Personal Data Breach.

8.1.Processor shall notify Controller without undue delay and, where feasible, immediately upon Processor becoming aware of a Personal Data Breach affecting Controller Personal Data. In such event, Processor shall provide Controller with reasonable and available information to assist Controller in meeting any obligations to inform Data Subjects or Supervisory Authorities of the Personal Data Breach as required under Applicable Law, including available information regarding the nature of the incident, affected data or systems, mitigation steps taken, and recommended Controller actions where applicable.

8.2.At the written request of the Controller, Processor shall reasonably cooperate with Controller and take such commercially reasonable steps as are agreed by the parties or required under Applicable Law to assist in the investigation, mitigation and remediation of any Personal Data Breach.

9.Sub Processing.

9.1.Controller authorizes Processor to appoint (and permits each Sub Processor appointed in accordance with this Section 9 to appoint) Sub Processors in accordance with this Section 9.

9.2.Processor may continue to use those Sub Processors already engaged by Processor as identified to Controller in Schedule 3, below.

9.3.Processor may appoint new Sub Processors and shall give notice of any such appointment to Controller. If, within seven (7) days of such notice, Controller notifies Processor in writing of any reasonable objections to the proposed appointment, Processor shall not appoint the proposed Sub Processor for the Processing of Controller Personal Data until reasonable steps have been taken to address the objections raised by Controller and Controller has been provided with a reasonable written explanation of the steps taken. Where such steps are not sufficient to relieve Controller's reasonable objections, each of Controller or Processor may, by written notice to the other party and with immediate effect, terminate the Agreement to the extent that it relates to the Services requiring the use of the proposed Sub Processor. In such event, the terminating party shall not bear any liability for such termination.

9.4.With respect to each new Sub Processor, Processor shall:

9.4.1.Prior to the Processing of Controller Personal Data by Sub Processor, take reasonable steps (for instance by way of reviewing privacy policies as appropriate) to ensure that Sub Processor is committed and able to provide the level of protection for Controller Personal Data required by this DPA; and

9.4.2.ensure that the arrangement between the Processor and the Sub Processor is governed by a written contract, including terms that offer a materially similar level of protection for Controller Personal Data as those set out in this DPA and meet the requirements of Applicable Law.

9.5.Processor shall remain fully liable to the Controller for the performance of any Sub Processor's obligations.

10.Data Subject Rights.

10.1.Controller shall be solely responsible for compliance with any statutory obligations concerning requests to exercise Data Subject rights under Data Protection Laws (e.g., for access, rectification, deletion of Controller Personal Data, etc.). Processor shall, at Controller's sole expense, use commercially reasonable efforts to assist Controller in fulfilling Controller's obligations with respect to such Data Subject requests, as required under Data Protection Laws.

10.2.Upon receipt of a request from a Data Subject under any Data Protection Laws in respect to Controller Personal Data, Processor shall promptly notify Controller of such request and shall not respond to such request except on the documented instructions of Controller or as required by Data Protection Laws to which the Processor is subject, in which case Processor shall, to the extent permitted by Data Protection Laws, inform Controller of such legal requirement prior to responding to the request.

11.Data Protection Impact Assessment and Prior Consultation. At Controller's written request and expense, the Processor and each Sub Processor shall provide reasonable assistance to Controller with respect to any Controller Personal Data Processed by Processor and/or a Sub Processor, with any data protection impact assessments or prior consultations with Supervisory Authorities or other competent data privacy authorities, as required under any Data Protection Laws.

12.Deletion or Return of Controller Personal Data. Processor shall promptly and in any event within 60 (sixty) days of the date of cessation of provision of the Services to Controller involving the Processing of Controller Personal Data, delete, return, or anonymize all copies of such Controller Personal Data from active production systems, including applicable databases, files, indexes, embeddings, retrieval stores, knowledge bases, and related records controlled by Processor. Deletion shall also include disconnecting third-party integrations, removing stored tokens/secrets, and disabling scheduled jobs related to Controller’s tenant. Backup copies and logs shall be deleted or overwritten according to Processor’s standard backup and log retention schedules, unless longer retention is required for legal, security, audit, compliance, or dispute-resolution purposes. Processor may retain limited records required for security, audit, billing, legal compliance, or contractual administration, as permitted by applicable law.

13.Audit Rights.

13.1.Subject to Sections 13.2 and ‎13.3, Processor shall make available to an auditor mandated by Controller in coordination with Processor, upon prior written request, such information reasonably necessary to demonstrate compliance with this DPA and shall allow for audits, including inspections, by such reputable auditor mandated by the Controller in relation to the Processing of the Controller Personal Data by the Processor, provided that such third-party auditor shall be subject to confidentiality obligations.

13.2.Any audit or inspection shall be at Controller's sole expense and subject to Processor's reasonable security policies and obligations to third parties, including with respect to confidentiality. The results of any audit or inspection shall be considered the confidential information of the Processor and subject to the confidentiality provisions under the Agreement.

13.3.Controller and any auditor on its behalf shall use best efforts to minimize or avoid causing any damage, injury or disruption to the Processors' premises, equipment, employees and business and shall not interfere with the Processor's day-to-day business. Controller and Processor shall mutually agree upon the scope, timing and duration of the audit or inspection and the reimbursement rate, for which Controller shall be responsible. Processor need not give access to its premises for the purposes of such an audit or inspection:

13.3.1.to any individual, unless he or she produces reasonable evidence of identity and authority;

13.3.2.if Processor was not given a prior written notice of such audit or inspection;

13.3.3.outside of normal business hours at those premises, unless the audit or inspection needs to be conducted on an emergency basis; or

13.3.4.for the purposes of more than one (1) audit or inspection in any calendar year, except for any additional audits or inspections which:

13.3.4.1.Controller reasonably considers necessary because of genuine concern as to Processor's compliance with this DPA; or

13.3.4.2.Controller is required to carry out by Applicable Law, a Supervisory Authority or any similar regulatory authority responsible for the enforcement of Applicable Law in any country or territory where Controller has identified its concerns or the relevant requirement or request in its prior written notice to Processor of the audit or inspection.

14.Limitation of Liability. Controller shall indemnify and hold Processor harmless against all claims, actions, third party claims, losses, damages and expenses incurred by the Processor and arising directly or indirectly out of or in connection with a breach of this DPA and/or the Data Protection Laws by Controller. Each party's liability toward the other party shall be subject to the limitations on liability under the Agreement.

15.General Terms.

15.1.Governing Law and Jurisdiction.

15.1.1.Subject to sections 15.1.2 and 15.1.3, the parties hereby expressly agree that the competent courts detailed in the Agreement shall be the exclusive jurisdiction regarding any disputes hereunder and this DPA shall be governed by the laws stipulated in the Agreement.

15.1.2.To the extent that the Standard Contractual Clauses apply and/or EU Member State law is required in connection with this DPA, the laws of Ireland shall be deemed the relevant jurisdiction and the competent courts in Ireland shall have exclusive jurisdiction regarding all disputes hereunder.

15.1.3.Notwithstanding the foregoing in this Section 15.1 the parties to this DPA hereby agree that the competent courts in California shall have exclusive jurisdiction regarding all disputes hereunder relating solely to the CCPA, and the parties expressly consent to such jurisdiction.

15.2.Order of Precedence.

15.2.1.Nothing in this DPA reduces Processor's obligations under the Agreement in relation to the protection of Controller Personal Data or permits Processor to Process (or permit the Processing of) Controller Personal Data in a manner that is prohibited by the Agreement.

15.2.2.This DPA is not intended to, and does not in any way limit or derogate from Controller's obligations and liabilities towards the Processor under the Agreement and/or pursuant to Data Protection Laws or any law applicable to Controller in connection with the collection, handling and use of Controller Personal Data by Controller or other processors or their sub processors, including with respect to the transfer or provision of Controller Personal Data to Processor and/or providing Processor with access thereto.

15.2.3.Subject to this Section 15.2, with regard to the subject matter of this DPA, in the event of inconsistencies between the provisions of this DPA and any other agreements between the parties, including the Agreement and including (except where explicitly agreed otherwise in writing, signed on behalf of the parties) agreements entered into or purported to be entered into after the date of this DPA, the provisions of this DPA shall prevail. In the event of inconsistencies between the provisions of this DPA and the Standard Contractual Clauses or UK Addendum (to the extent either applies), the Standard Contractual Clauses or UK Addendum, as applicable, shall prevail.

15.3.Changes in Data Protection Laws.

15.3.1.Controller may, by at least 45 (forty five) calendar days' prior written notice to Processor, request in writing any variations to this DPA if they are required as a result of any change in or decision of a competent authority under any Data Protection Laws in order to allow Controller Personal Data to be Processed (or continue to be Processed) without breach of those Data Protection Laws.

15.3.2.If Controller gives notice with respect to its request to modify this DPA under Section ‎15.3.1, (i) Processor shall make commercially reasonable efforts to accommodate such modification request and (ii) Controller shall not unreasonably withhold or delay agreement to any consequential variations to this DPA proposed by Processor to protect the Processor against additional risks, or to indemnify and compensate Processor for any further steps and costs associated with the variations made herein.

15.4.Severance. Should any provision of this DPA be held invalid or unenforceable, then the remainder of this DPA shall remain valid and in force. The invalid or unenforceable provision shall either be (i) amended as necessary to ensure its validity and enforceability, while preserving the parties' intentions as closely as possible or, if this is not possible, (ii) construed in a manner as if the invalid or unenforceable part had never been contained therein.

Schedule 1: Details of Processing of Controller Personal Data

This Schedule 1 includes certain details of the Processing of Controller Personal Data as required by Article 28(3) GDPR.

Subject matter and duration of the Processing of Controller Personal Data.

The subject matter and duration of the Processing of the Controller Personal Data are set out in the Agreement and this DPA, specifically the provision of Processor's Services to Controller through Processor's AI-driven internal business intelligence platform. Processing shall continue for the duration of the Agreement and for such additional period as necessary for Processor to delete or return Controller Personal Data in accordance with Section 12 of this DPA and Processor’s data retention policies. Backup copies shall be deleted or overwritten according to Processor’s standard backup retention schedule following deletion from active systems.

The nature and purpose of the Processing of Controller Personal Data:

Rendering Services in the nature of Processor's AI-powered organizational performance and business-process intelligence platform, including: collection, storage, analysis, AI-assisted insight generation, agentic workflows, and related processing of Controller Personal Data from Controller’s connected workplace systems (including email, calendar, and, to the extent enabled and authorized by Controller under the Agreement or applicable Order Form, messaging, CRM, ERP, Google/Microsoft SSO, AI agents, and other integrations), as detailed in the Agreement.

The types of Controller Personal Data to be Processed are as follows:

The types of Controller Personal Data to be Processed may include:

Email Data: sender and recipient names and email addresses, subject lines, email body content, timestamps, thread identifiers, mailbox and folder/label metadata, and attachment content and metadata (filename, type, size);

Calendar Data: event title/summary, start and end times, organizer and attendee names and email addresses, event status, recurrence information, location, conferencing details, and event descriptions;

Messaging Data (Slack/Microsoft Teams): To the extent Controller enables the applicable integration, message text, channel/team identifiers, sender names, timestamps, thread context, and reactions (private channels and direct messages excluded unless explicitly authorized by Controller);

CRM/ERP Data: To the extent Controller enables the applicable integration, business records, contact information, account data, opportunity/deal data, and other fields from connected CRM/ERP systems as needed for enabled Services;

Data from Other Approved Integrations: To the extent Controller enables and authorizes the integration of additional systems with Processor's platform under the Agreement or applicable Order Form, which may include HRIS, task or project tools, Google/Microsoft SSO, and/or meeting recording data.

Derived Data: embeddings, vector indexes, AI-generated insights, summaries, classifications, and analytics outputs generated from the above data categories.

AI Agent Data: To the extent Controller enables AI agent functionality, any inputs and/or outputs to AI agents and/or chatbots available through the Services.

The categories of Data Subjects to whom the Controller Personal Data relates are as follows:

Controller’s employees, contractors, officers, and directors whose communications and workplace data are processed through connected systems; and external third parties (such as clients, customers, vendors, partners, and other correspondents) whose Personal Data appears within Controller’s connected workplace communications, calendar events, CRM/ERP records, or messaging platforms.

The obligations and rights of Controller.

The obligations and rights of Controller are set out in the Agreement and this DPA.

Schedule 2: Binding Security Document

Processor’s production infrastructure is hosted on Amazon Web Services (AWS). Network security is managed through AWS Virtual Private Cloud (VPC) configurations, security groups, and network access control lists. All external communications use encrypted transport protocols (HTTPS/TLS). Access to cloud infrastructure is restricted through IAM roles, security groups, and least-privilege network policies.

Data at rest is encrypted using cloud-provider encryption controls for all backend storage systems, including databases (Amazon Aurora PostgreSQL), object storage (Amazon S3), managed secrets (AWS Secrets Manager), and logs. Data in transit is protected using HTTPS/TLS for all connections between users, Processor systems, cloud services, and third-party providers. IAM-based access controls, managed secrets, and least-privilege permissions are applied across all infrastructure components.

Access to Controller Personal Data is limited to authorized Processor personnel with a legitimate business need (e.g., providing support, operating the Services, troubleshooting, security review, incident response, or maintaining production systems). Access is role-based, granted according to least-privilege principles, and approved through Processor’s internal access management process. Elevated or customer-specific production access requires appropriate internal approval. Customer data is logically separated by tenant through authenticated tenant context, tenant-scoped access controls, database query controls, ingestion and retrieval boundaries, and AI workflow controls. Backend APIs validate tenant scope to prevent cross-tenant data exposure.

Processor uses cloud-provider security controls, monitoring, and alerting services for threat detection and protection. Processor maintains an internal security incident response process for identifying, triaging, investigating, containing, remediating, and documenting security incidents. Potential incidents may be detected through monitoring, logs, alerts, employee reports, customer reports, or vendor notifications.

Processor uses managed cloud services (AWS) that receive regular security patches and updates from the cloud provider. Processor’s application components are maintained through development, testing, and security review processes. Processor is currently implementing security, availability, confidentiality, and privacy controls aligned with SOC 2 Trust Services Criteria.

Processor maintains automated backups and snapshots for production systems as part of business continuity and disaster recovery. Backups are encrypted at rest and stored in secured AWS-managed infrastructure with restricted access controls. Production databases, object storage, and related service data are backed up using cloud-provider backup, snapshot, versioning, or lifecycle mechanisms. Backup retention is governed by Processor’s backup and data retention policies. When Controller Personal Data is deleted from active systems, backup copies are not restored back into production and are deleted or overwritten according to Processor’s normal backup retention schedule.

Schedule 3: Sub-Processor List

Annex 1

Annex 1 to the Standard Contractual Clauses – MODULE 2 (CONTROLLER TO PROCESSOR)

The following Annexes form part of the Standard Contractual Clauses and must be completed and signed by the Parties.

A.List of Parties

DATA EXPORTER (Controller)

The customer as specified on the applicable order form.

DATA IMPORTER (Processor)

Name: XRAY AI, Inc.

Address: 12724 Machiavelli Way, Palm Beach Gardens, FL, USA, 33418

Point of Contact (name, position, contact details): As communicated to the Controller from time to time.

Authorized Signature:___________________

Date: _________

B.Description of Transfer

Categories of Data Subjects whose personal data is transferred:

As stated in Schedule 1.

Categories of personal data transferred:

As stated in Schedule 1.

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:

Regulated or highly sensitive data (healthcare/PHI, children’s data, payment card data, government IDs, financial account credentials, biometric/genetic data, special-category personal data) is excluded by default and may only be processed if expressly approved in the Order Form or a special addendum. Applied safeguards include: strict purpose limitation, role-based access controls with least-privilege principles, tenant isolation, encryption at rest and in transit, logging of access, and restrictions on onward transfers.

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

Continuous. Personal data is transferred on an ongoing basis for the duration of the Agreement as Controller’s connected systems generate new data (emails, calendar events, messages, CRM/ERP records).

Nature of the Processing:

As stated in Schedule 1.

Purpose(s) of the data transfer and further Processing

As stated in Schedule 1.

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

Personal data will be retained for the duration of the Agreement and for such additional period as necessary to complete deletion in accordance with the DPA. After termination, Processor will delete Controller Personal Data from active production systems (including databases, files, indexes, embeddings, retrieval stores, and knowledge bases) as required by the DPA. Backup copies will be deleted or overwritten according to Processor’s standard backup retention schedule, unless longer retention is required by law, security, audit, or compliance obligations.

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

Sub-processors (including AWS, Amazon Bedrock, and other approved AI providers) process Controller Personal Data for the purpose of cloud hosting, AI model inference, retrieval, storage, databases, backups, security, monitoring, logging, indexing, export, deletion, and related application functionality. The nature of sub-processor processing includes storage, computation, AI inference, embedding generation, support, and secure infrastructure services. The duration of sub-processor processing terminates with the Agreement, subject to the deletion obligations set forth in the DPA.

C.Competent Supervisory Authority

The competent supervisory authority regarding this transfer is Data Protection Commission of Ireland, in accordance with Clause 13. Where the data transfer is governed by the FADP, the competent supervisory authority regarding this transfer is the Swiss Federal Data Protection and Information Commissioner, in accordance with Clause 13.

Annex 2

Annex 2 to the Standard Contractual Clauses

Description of the technical and organizational security measures implemented by the data importer in accordance with Clause 8.6 (or document/legislation attached):

As described in Schedule 2.

Schedule C: International Data Transfer Addendum to the EU Commission Standard Contractual Clauses ("Addendum")

PART 1: DETAILS

A.Parties

Start Date:

Exporter (who sends the Restricted Transfer)

Full legal name: Customer as stated in the applicable Order Form

Trading name (if different):

Main address (if a company registered address):

Official registration number (if any) (company number or or similar identifier):

Full Name (optional):

Job Title:

Contact details including email:

Signature:

Importer (who receives the Restricted Transfer)

Full legal name: XRAY AI, Inc.

Trading name (if different):

Main address (if a company registered address): 12724 Machiavelli Way, Palm Beach Gardens, FL, USA, 33418

Official registration number (if any) (company number or similar identifier):

Full Name (optional):

Job Title:

Contact details including email:

Signature:

B.Selected SCCs, Modules and Selected Clauses

C. Appendix Information

"Appendix Information" means the information which must be provided for the selected modules as set out in the Appendix of the Approved EU SCCs (other than the Parties), and which for this Addendum is set out in:

Annex 1A: List of Parties: As described in Annex 1

Annex 1B: Description of Transfer: As described in Schedule 1

Annex II: Technical and organisational measures including technical and organisational measures to ensure the security of the data: As described in Schedule 2

Annex III: List of Sub processors (Modules 2 and 3 only): As described in Schedule 3.

D. Ending this Addendum when the Approved Addendum Changes

This Addendum shall terminate according to the terms of the DPA.

PART 2: MANDATORY CLAUSES

Mandatory Clauses of the Approved Addendum, being the template Addendum B.1.0 issued by the ICO and laid before Parliament in accordance with s119A of the Data Protection Act 2018 on 2 February 2022, as it is revised under Section ‎‎18 of those Mandatory Clauses.