Data Processing Addendum (DPA)

Version: 2025-01 / Effective: December 10th, 2025

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This Data Processing Addendum ("DPA") is incorporated by reference into the agreement for Earthscale services between Earthscale AI, Inc. ("Earthscale") and the customer entity that entered into that agreement ("Customer") (the "Principal Agreement").

By entering into the Principal Agreement (or any Order Form under it), Customer agrees to this DPA. No separate signatures are required. This DPA applies solely to the extent Earthscale processes Customer Personal Data in connection with the Earthscale Services.

WHEREAS

• The Customer acts as a Data Controller.

• The Customer wishes to subcontract certain Services, which imply the processing of personal data, to Earthscale.

• The Parties seek to implement a data processing agreement that complies with the requirements of the current legal framework, including the General Data Protection Regulation (EU) 2016/679 (GDPR) and any other Applicable Data Protection Laws.

• The Parties wish to lay down their rights and obligations.

IT IS AGREED AS FOLLOWS:

1. Definitions and Interpretation

1.1. Defined Terms

Term	Definition
Applicable Data Protection Laws	All data protection and privacy laws and regulations applicable to the respective party in its role in the processing of Customer Personal Data under the Principal Agreement, which may include European Data Protection Laws and the CCPA, to the extent applicable.
CCPA	The California Consumer Privacy Act of 2018 (Cal. Civ. Code § 1798.100, et seq.), as may be amended, superseded or replaced from time to time.
Customer Personal Data	Any Personal Data Processed by Earthscale on behalf of Customer pursuant to or in connection with the Principal Agreement.
DPA	This Data Processing Addendum and all Schedules.
EEA	The European Economic Area.
Earthscale Services	The platform services (as defined in the Principal Agreement) and/or any other services directly provided by Earthscale.
EU Data Protection Laws	EU Directive 95/46/EC, as transposed into domestic legislation of each Member State and as amended, replaced or superseded from time to time, including by the GDPR and laws implementing or supplementing the GDPR.
GDPR	EU General Data Protection Regulation 2016/679.
Principal Agreement	The SaaS Services Agreement (or other agreement for Earthscale services) between Earthscale and Customer.
Restricted Data Transfer	A transfer of Customer Personal Data from the Customer to Earthscale; or an onward transfer from Earthscale to a Subprocessor, in each case, where such transfer would be prohibited by Data Protection Laws or by the terms of data transfer agreements.
Subprocessor	Any person appointed by or on behalf of Earthscale to process Personal Data on behalf of the Customer in connection with the Principal Agreement.

1.2. GDPR Terms

The terms Commission, Controller, Data Subject, Member State, Personal Data, Personal Data Breach, Processing, and Supervisory Authority shall have the same meaning as in the GDPR, and their cognate terms shall be construed accordingly.

2. Processing of Customer Personal Data

Earthscale shall:

1. Comply with all applicable Data Protection Laws in the Processing of Customer Personal Data; and

2. Not Process Customer Personal Data other than on the relevant Customer's documented instructions.

The Customer instructs Earthscale to process Customer Personal Data.

3. Processor Personnel

Earthscale shall take reasonable steps to ensure the reliability of any employee, agent, or contractor who may have access to the Customer Personal Data, ensuring in each case that access is strictly limited to those individuals who need to know / access the relevant Customer Personal Data, as strictly necessary for the purposes of the Principal Agreement, and to comply with Applicable Laws in the context of that individual's duties to Earthscale. Earthscale must ensure that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.

4. Security

4.1. Technical and Organizational Measures

Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, Earthscale shall in relation to the Customer Personal Data implement appropriate technical and organizational measures to ensure a level of security appropriate to that risk, including, as appropriate, the measures referred to in Article 32(1) of the GDPR.

4.2. Risk Assessment

In assessing the appropriate level of security, Earthscale shall take account in particular of the risks that are presented by Processing, in particular from a Personal Data Breach.

5. Subprocessing

5.1. Authorization

Customer hereby authorizes Earthscale to engage Subprocessors for the processing of Customer Personal Data as described in this Section, including the Subprocessors listed at https://docs.earthscale.ai/trust-and-compliance/subprocessors.

5.2. Obligations

Earthscale shall:

1. Execute a written agreement with each Subprocessor that incorporates data protection obligations and security measures that are no less protective than those outlined in this DPA; and

2. Remain fully responsible and liable for any breach of this Agreement or DPA caused by an act, omission, or error of a Subprocessor, to the same extent Earthscale would be liable had it directly committed such act, omission, or error.

5.3. Notification and Objection

Earthscale will update its Subprocessor List and notify Customer at least thirty (30) calendar days before any new Subprocessor begins processing Customer Personal Data.

Customer may reasonably object to Earthscale's appointment of a new Subprocessor by providing written notification to Earthscale within ten (10) calendar days following Earthscale's notice described in Section 5.3.

5.4. Resolution and Termination

Upon receiving an objection, Earthscale and Customer will engage in good-faith discussions aimed at resolving the objection. If a resolution cannot be reached within ten (10) calendar days of Earthscale's receipt of the objection, Customer’s sole and exclusive remedy is to terminate the affected Order Form(s), limited to the services that cannot be delivered without the use of the contested Subprocessor. In such cases, Earthscale shall refund Customer any prepaid, unused fees for the terminated services, prorated as of the termination date.

6. Data Subject Rights

6.1. Assistance

Taking into account the nature of the Processing, Earthscale shall assist the Customer by implementing appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Customer obligations, as reasonably understood by Customer, to respond to requests to exercise Data Subject rights under the Data Protection Laws.

6.2. Earthscale’s Responsibilities

Earthscale shall:

1. Promptly notify Customer if it receives a request from a Data Subject under any Data Protection Law in respect of Customer Personal Data; and

2. Ensure that it does not respond to that request except on the documented instructions of Customer or as required by Applicable Laws to which Earthscale is subject, in which case Earthscale shall to the extent permitted by Applicable Law inform Customer of that legal requirement before it responds to the request.

7. Personal Data Breach

7.1. Notification

Earthscale shall notify Customer without undue delay upon becoming aware of a Personal Data Breach affecting Customer Personal Data, providing Customer with sufficient information to allow the Customer to meet any obligations to report or inform Data Subjects of the Personal Data Breach under the Data Protection Laws.

7.2. Cooperation

Earthscale shall co-operate with the Customer and take reasonable commercial steps as are directed by Customer to assist in the investigation, mitigation and remediation of each such Personal Data Breach.

8. Data Protection Impact Assessment and Prior Consultation

Earthscale shall provide reasonable assistance to the Customer with any data protection impact assessments, and prior consultations with Supervisory Authorities or other competent data privacy authorities, which Customer reasonably considers to be required by Article 35 or 36 of the GDPR or equivalent provisions of any other Data Protection Law. This assistance is solely in relation to Processing of Customer Personal Data by, and taking into account the nature of the Processing and information available to Earthscale.

9. Deletion or Return of Customer Personal Data

9.1. Deletion Requirement

Subject to this section 9, Earthscale shall promptly and in any event within 10 business days of the date of cessation of any Earthscale Services involving the Processing of Customer Personal Data (the "Cessation Date"), delete and procure the deletion of all copies of those Customer Personal Data.

9.2. Certification

Earthscale shall provide written certification to Customer that it has fully complied with this section 9 within 10 business days of the Cessation Date.

10. Audit rights

10.1. Audit Provision

Subject to this section 10, Earthscale shall make available to the Customer on request all information necessary to demonstrate compliance with this DPA, and shall allow for and contribute to audits, including inspections, by the Customer or an auditor mandated by the Customer in relation to the Processing of the Customer Personal Data by Earthscale.

10.2. Limitations

Information and audit rights of the Customer only arise under section 10.1 to the extent that the DPA does not otherwise give them information and audit rights meeting the relevant requirements of Data Protection Law.

11. Restricted Data Transfer

11.1. Transfer Mechanism

Earthscale may not perform or authorize a Restricted Data Transfer without the prior written consent of the Customer. If personal data processed under this DPA is transferred from a country within the European Economic Area to a country outside the European Economic Area, the Parties shall ensure that the personal data are adequately protected. To achieve this, the Parties shall, unless agreed otherwise, rely on EU approved standard contractual clauses for the transfer of personal data.

12. CCPA Compliance

12.1. Restrictions

Earthscale shall not process, retain, use, or disclose Customer Personal Data for any purpose other than for the purposes set out in the Principal Agreement, DPA and as permitted under the CCPA. Earthscale shall not sell or share information as those terms are defined under the CCPA.

13. General Terms

13.1. Confidentiality

Each Party must keep this DPA and information it receives about the other Party and its business in connection with this DPA ("Confidential Information") confidential and must not use or disclose that Confidential Information without the prior written consent of the other Party except to the extent that:

• Disclosure is required by law; or

• The relevant information is already in the public domain.

13.2. Notices

All notices and communications given under this DPA must be in writing and will be delivered personally, sent by post or sent by email to the address or email address set out in the heading of this DPA. Notices regarding updates to this DPA may be provided by posting by email and/or at https://docs.earthscale.ai/trust-and-compliance/dpa.

13.3. Order of Precedence

In the event of a conflict between this DPA and the Principal Agreement, this DPA controls with respect to the processing of personal data; otherwise, the Principal Agreement controls.

14. Updates to this DPA

Earthscale may update this DPA from time to time to reflect changes in legal requirements, industry standards, or Earthscale's business practices, provided that no update will materially reduce Customer's rights under this DPA. Earthscale will provide notice of material updates by posting a notice at https://docs.earthscale.ai/trust-and-compliance/dpa and/or by email, and such updates take effect thirty (30) days after posting. If Customer reasonably objects to a material update that materially diminishes Customer's rights, Customer may terminate the affected services and receive a pro-rated refund of any prepaid, unused fees for those services.

15. Governing Law and Jurisdiction

This DPA is governed by, and any disputes will be brought as set out in, the governing law and venue provisions of the Principal Agreement.