Data Act Addendum

This Data Act Addendum (“Addendum”) amends and supplements the Master Service Agreement, together with any applicable ordering documents and any other agreement(s) governing the Customer's access to and use of the Services (collectively, the “Agreement”), between Kali AI and the Customer. This Addendum applies solely to the Data Processing Service identified herein and only to Customers that are headquartered in the European Union and subject to Regulation (EU) 2023/2854 of the European Parliament and of the Council on harmonized rules on fair access to and use of data (the “Data Act”). Professional Services and any integrations which are customized and developed or implemented specifically for Customer are expressly excluded from the scope of this Addendum.

Capitalized terms used but not defined in this Addendum have the meanings given to them in the Agreement or the Data Act.

This Addendum sets out the Parties' rights and obligations under Chapter VI of the Data Act and forms an integral part of the Agreement. This Addendum is deemed accepted by the Customer upon execution of the Agreement. The Customer agrees that this Addendum is incorporated by reference into its Agreement with Kali AI.

In the event of any conflict between this Addendum and any other contractual terms or documents, this Addendum will prevail to the extent of the conflict, but solely with respect to the subject matter addressed in this Addendum.

1. DEFINITIONS

1.1. “Customer Data and Assets” means Customer Data and any other data, information, metadata, content, documentation, materials, hosted in connection with the Data Processing Service, in each case to the extent processed as part of the Data Processing Service. For clarity, Customer Data and Assets excludes Analytics Information, Customer Service Data, and the Agent.

1.2. “Data Processing Service” has the meaning ascribed to it under the Data Act and refers to the applicable portions of the Services (as defined in the Agreement).

1.3. “Exportable Data” means the subset of Customer Data and Assets that (i) can be extracted under this Addendum; and (ii) does not contain, and cannot be extracted without disclosing, Kali AI's intellectual property rights, trade secrets, or other protected information. Exportable Data does not include designs, instruction and Prompts provided by Kali AI as part of the Professional Services.

1.4. “Provider” means a data processing service provider other than Kali AI, as contemplated by the Data Act.

1.5. “Switching” has the meaning given in Article 2(34) of the Data Act and means the process of extracting, transforming, and uploading the Exportable Data and transferring it to a Provider or to Customer’s on-premises ICT, in each case pursuant to a Switching Request (as defined below).

1.6. “Transition Period” means the Initial Transition Period (as defined below) or, if applicable, the Alternative Period (as defined below), whichever is then in effect.

2. REQUEST PROCESS

2.1 During the Term (as defined in the Agreement), Customer may submit a written request with at least two (2) months’ prior notice (“Notice Period”) to: (a) switch and migrate the applicable Exportable Data to a Provider or to Customer's on-premises ICT infrastructure, including by specifying the destination and any applicable technical specifications (“Switching Request”); or (b) delete the Exportable Data (“Deletion Request”).

2.2 Each Switching Request or Deletion Request must be submitted in writing using the form attached as Annex A and sent to: office@Kali AI.

2.3 Following expiry of the Notice Period and Kali AI's receipt of a Switching Request, the “Initial Transition Period” will commence and will be completed within thirty (30) calendar days, unless extended in accordance with this Addendum.

2.4 Within fourteen (14) business days after receipt of a Switching Request, Kali AI will notify Customer if completion within the Initial Transition Period is technically unfeasible, provide a reasonable explanation of the relevant technical limitations, and propose an alternative transition period that will not exceed the applicable timeframes set out in the Data Act (“Alternative Period”).

2.5 During the Initial Transition Period or the Alternative Period, Customer may request, in writing, an extension of the applicable Transition Period no more than once, subject to payment of any applicable fees permitted under the Data Act and as set out in this Addendum (an “Extended Transition Period”).

3. DELETION PROCESS

3.1 Kali AI will support Customer’s Deletion Request to the extent permitted by applicable law by deleting the Exportable Data in accordance with the procedures and timeframes specified in the Agreement and, in any event, no later than within the Notice Period.

4. SWITCHING PROCEDURE

4.1 During the Transition Period (and any Extended Transition Period), Kali AI will: (i) provide reasonable assistance to Customer to enable Switching (“Switching Assistance”); (ii) subject to Customer's continued payment obligations, continue providing the Services in accordance with the Agreement during the Switching process (including maintaining the security levels described in the Agreement); and (iii) provide Customer with information reasonably needed to conduct the Switching.

4.2 Kali AI hereby informs Customer that the following Services and/or data sets are explicitly excluded from the Switching procedure under this Addendum (“Excluded Services and Data”):

4.2.2. Analytics Information and any data or information owned, developed, or derived by Kali AI, including insights, predictions, and any data that would reveal Kali AI's trade secrets or intellectual property. 4.2.3. Beta Services (as defined in the Agreement) or other limited services provided for evaluation, testing, trial, beta, pilot, preview, or non-production purposes. 4.2.4. Static technical information (documents not generated by the Services, such as manuals, instructions, and invoices). 4.2.5. Services or features that, if exported or transferred, would reasonably risk the continuity, integrity, availability, or security of the Service or other customers; and 4.2.6. Professional Services (as defined in the Agreement), any on-prem integration, solutions uniquely provided, and any custom-built services, configurations, specifications, or other Materials (as defined in the Agreement) provided by Kali AI that are not provided on a commercial scale, and any derivatives thereof, to the extent applicable.

4.3 Customer will promptly notify Kali AI in writing upon successful completion of Switching. Customer will test and validate Switching prior to providing such confirmation. If Customer does not provide such confirmation, Kali AI may request it in writing. If Customer fails to provide such confirmation within ten (10) business days after Kali AI's written request, Kali AI may deem the Switching to have been successfully completed.

5. RETRIEVAL PERIOD

5.1 Upon Customer’s written request, Kali AI will retain the Exportable Data for up to thirty (30) days following completion of the Transition Period or the Extended Transition Period, as applicable (“Retrieval Period”). Customer will continue to pay all charges in accordance with the Agreement during any Retrieval Period, including the annual subscription fees. Upon expiration of the Retrieval Period, Kali AI may delete Exportable Data in accordance with its standard data deletion practices, except to the extent required by applicable law.

5.2 If Customer exhausts its Credit balance and requires additional Credits during the Retrieval Period, Customer must purchase additional Credits in accordance with the Agreement.

6. TERMINATION

6.1 The applicable Order(s) and the Agreement will automatically terminate: (i) in the case of a Switching Request, when Switching is deemed successful in accordance with Section 4.3; or (ii) in the case of a Deletion Request, when Kali AI confirms deletion of the relevant Exportable Data or upon expiration of the Notice Period (each, the “Termination Date”).

6.2 Kali AI will continue to provide the Services in accordance with the Agreement until the Termination Date.

6.3 For the avoidance of doubt, Customer acknowledges that pricing for annual or multi-year subscription terms and minimum spend commitments is generally lower than pricing for comparable services purchased without such commitments. Customer further acknowledges that it could have purchased the Services on a month-to-month basis at a higher rate. Accordingly, early termination under this Addendum will not relieve Customer of its obligation to pay all fees due under the applicable Order(s). Customer must pay any outstanding subscription fees, annual fees, minimum fixed commitments, for the remainder of the term of the relevant Order(s) (“Early Termination Fee”).

6.4 The Early Termination Fee (if applicable) will become due and payable fourteen (14) days after Customer’s receipt of the Company’s invoice. Kali AI will not charge any other fees or penalties, except for fees for Switching Assistance as set out in Section 7.

7. PAYMENT

7.1 To the extent applicable, and provided that the Switching Request is submitted on or before January 12, 2027, Kali AI reserves the right to charge Customer for Switching Assistance at Kali AI's then-current Professional Services rates, which will be provided upon request and to the extent applicable.

7.2 Each invoice is due and payable upon receipt by Customer and will include, without limitation, any then-current subscription fees, unless otherwise specified in the Agreement.

8. OBLIGATIONS OF THE PARTIES

8.1 The parties will cooperate in good faith to facilitate Switching, ensure the timely transfer of Exportable Data, and maintain continuity of the Data Processing Service.

8.2 As between the parties, Customer is responsible for importing the Exportable Data into Customer's systems or the Provider’s systems, as applicable.

8.3 All obligations under the Agreement that, by their nature, are intended to survive (including confidentiality obligations) will remain in full force and effect during the Switching procedure.

8.4 Customer represents and warrants that it has all rights and permissions necessary to submit Switching Requests and/or Deletion Requests and to instruct Kali AI to transfer or delete Exportable Data. Customer is solely responsible for the consequences of Switching or Deletion for any affected parties, including Customer’s users, employees, and Affiliates (collectively, “Impacted Parties”), and will indemnify and hold harmless Kali AI from and against any claim, demand, suit, or proceeding brought by an Impacted Party alleging that Customer’s Switching Request or Deletion Request infringes such Impacted Party’s rights or licenses.

8.5 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL KALI AI OR ITS AFFILIATES BE LIABLE TO CUSTOMER OR ANY IMPACTED PARTY UNDER THIS ADDENDUM FOR ANY DAMAGES, LOSSES, COSTS, OR EXPENSES ARISING OUT OF OR RELATING TO A SWITCHING REQUEST OR A DELETION REQUEST. THIS EXCLUSION OF LIABILITY INCLUDES, WITHOUT LIMITATION, ANY ISSUES RELATING TO EXPORTABLE DATA INTEGRITY OR LOSS, SYSTEM DOWNTIME, COMPATIBILITY ISSUES, OR ANY OTHER DISRUPTIONS OR FAILURES THAT MAY OCCUR DURING OR AS A RESULT OF SWITCHING OR A DELETION REQUEST.

Annex A

Request Formatting Switching Request \[Date\] To: \[Company name and address for communications\] Customer Contact Information: \[Name\], \[Email\] Customer Authorized Representative Information (if applicable): \[Name\], \[Email\] Agreement: \[name and details of Agreement\] Switching Option: `☐ `Data Processing Provider other than the Company New Provider Name: \[…\] New Provider Contact Information: \[…\] `☐ `On-premises ICT infrastructure Preferred Exportable Data: \[…\] Destination and technical specifications for new Provider/ Customer on-premises infrastructure: \[…\] \[Signature of Customer’s authorized representative\]

Deletion Request

\[Date\] To: \[Company name and address for communications\] Customer Contact Information: \[Name\], \[Email\] Customer Authorized Representative Information (if applicable): \[Name\], \[Email\] Agreement: \[name and details of Agreement\] Exportable Data: \[All covered by the Agreement\] or \[provide explicit Data or Digital Assets subject to deletion\] Preferred Deletion Date: \[…\] \[Signature of Customer’s authorized representative\]