EU Data Act Addendum

This EU Data Act Addendum (“Addendum”) supplements the Master Subscription Agreement (the “Agreement”) between Trove Information Technologies, Inc. dba Pave (“Pave”) and the EU Client (the “Client” or “You”), and forms part of such Agreement. Its purpose is to set out clear and fair contractual terms to facilitate switching to another provider of data processing services or, where applicable, to an on-premises ICT infrastructure in accordance with Article 25 of the EU Data Act (Regulation (EU) 2023/2854 of the European Parliament and of the Council of 13 December 2023 on harmonized rules on fair access to and use of data).

Capitalized terms not defined here have the meaning given in the Agreement or the EU Data Act. If this Addendum conflicts with terms of the Agreement, the terms of this Addendum prevail. 

1. Applicability

This Addendum applies only to Clients with both headquarters and billing addresses in the European Union.

2. Data Portability

Pave shall make available, and Client may extract, the Content as set forth in Exhibit 1 herein, at any time during the Term or agreed Transition Period (defined below) through features in the Service in commonly accepted and used formats (including pdf).

3. Switch From the Service and Termination

Client may notify Pave, with at least two (2) months’ notice (“Notice Period”), of its decision to either (a) switch to a different service provider of data processing services or (b) request Pave to erase Content upon termination of Services. 

Services shall be considered to be terminated and the Client shall be notified of the termination:

1. Upon the successful completion of the switching process by Client at the end of Transition period or Retrieval Period;
2. At the end of the Notice Period, where the Client does not wish to switch but to erase its exportable data and digital assets upon Service termination;

4. Export Tools

During the Transition and Retrieval Periods, Pave will make available to Client commercially reasonable tools or APIs to export Client Data in a commonly used, machine-readable format. Exhibit 1 to this Addendum identifies: (a) categories of Client Data that are exportable; (b) categories of data specific to the internal functioning of the Service that Pave has no obligation to port due to a risk of breach of Pave’s Confidential Information or trade secrets.

5. Transition, Retrieval, and Assistance

1. In the event of 2(a) or (b) above, after the notice period, the Client will have the option to continue to access the Services with prior notice for an additional thirty (30) days period (“Transition Period”). During such Transition Period, the Order Form and Agreement will remain in force, and the Client will pay Pave the compensation which shall equal to pro-rated amount of the annual fees set forth in the applicable Order Form.

Client may extend the Transition Period once for a period that the Client considers necessary to transfer Content from the Service. Client hereby agrees that a period of more than three (3) months shall not be deemed necessary. 

In addition, Client shall have thirty (30) calendar days after the Transition Period (“Retrieval Period”) to access the Service to retrieve its Content, and the Client will pay Pave the compensation which shall equal to pro-rated amount of the annual fees set forth in the applicable Order Form for such Retrieval Period. 

Pave will act with due care and use commercially reasonable efforts during the Transition Period and Retrieval Period to:

1. Upon Client’s request, provide reasonable assistance to the Client and third parties authorized by the Client in the process of switching away from the Services through access to Service;
2. Maintain business continuity, and continue the provision of the Services under the Agreement; 
3. Provide clear information concerning known risks to continuity in the provision of the Services (if any); and 
4. Support Client’s exit strategy through the continuous access to Service (including support service) and Content and security of the Service (as described in Section 8 below) and by providing relevant information reasonably necessary for Client to plan and conduct switching. 

Any additional services that are not in the scope of Service or stated above shall be subject to a separate agreement between the parties. Any additional Pave services requested by the Client shall be offered at the then current list prices based on good faith estimates of the work requested.Fees

6. Fees

 All pre-paid fees for the Services shall be non-refundable and non-cancellable and shall be retained by Pave in the event of termination of Services. Client shall be responsible for payments of all applicable Service Fees up until the end of Transition Period or Retrieval Period, as long as Client has access to Services or Products, as defined in the Agreement.

7. Early Termination

 If Client elects to terminate the Agreement or any Order Form or SOW prior to the end of the Term of the Agreement or such Order Form or SOW, Client acknowledges and agrees that (a) under no circumstances will any such termination entitle Client to a refund of any of the fees previously paid under the terminated Agreement, Order Form and/or SOW (as applicable); and (b) if applicable, Client shall pay all remaining unpaid fees due and owed under the terminated Agreement, Order Form and/or SOW (as applicable) pursuant to the Agreement. Such amounts are separate from and not considered "switching charges" under the EU Data Act.

8. Security

Security measures described in the Agreement and relevant security and privacy policies and controls shall apply until the expiry or termination of the Service to provide security throughout the switching process, including during the Transition Period and Retrieval Period. Nothing in this Addendum reduces the security measures and commitments agreed in the Agreement.

9. Deletion of Content

Following (i) successful completion of switching, and the expiry of the Retrieval Period (or another later period agreed by the parties), or (ii) Client’s election under Section 2(b), Pave will delete all Content in accordance with its data retention policies, except where retention is required by law. On request, Pave will provide a confirmation of deletion.

10. Updates to Comply with Law

Either party may propose reasonable amendments to this Addendum to reflect changes in the EU Data Act or applicable decisions or guidance by the regulatory bodies in the EU or European Court of Justice, which parties shall discuss in good faith without unreasonable delay.

11. Fair Dealing and Cooperation

The parties acknowledge that this Addendum reflects mutual consideration and negotiations, and that the terms and conditions contained herein are fair and reasonable. Specifically, the Client understands the fees and other commercial terms in the agreement are based on the agreed subscription volumes and the term. The Client confirms it has no present intention to depart or deviate from the agreed commercial structure, including fees and duration, and both parties agree to act in good faith and to cooperate with the other to give full effect to the commercial intent of this Addendum and the Agreement.

12. Data Access Requests

To the extent legally permitted, Pave will notify the Client without undue delay if it receives a legally binding request for disclosure of or access to Client’s data from a public authority (including judicial or administrative authorities, or national security or intelligence agencies) or becomes aware of any direct access by a public authority to Client’s data. Pave will work with the Client and provide reasonable cooperation and assistance to respond to the request.

Pave will use all reasonably available legal mechanisms to challenge any binding legal requests for disclosure of or access to Clients’ data made by any public authority that it receives, as well as any non-disclosure provisions attached to any such request. Pave will provide the minimum amount of information permissible when responding to a request for disclosure, based on a reasonable interpretation of the request.

If Pave is prohibited by applicable law or regulation from notifying Client or disclosing the details of a public authority request to Client, Pave will use its best efforts to obtain a waiver of the prohibition, with a view to communicating as much information as possible, as soon as possible.

13. Jurisdiction

Client Content is stored on Pave’s infrastructure in the United States or in the European Union.

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EXHIBIT 1: DATA CATEGORIES

The following categories of Client Data are available for export (the “Client Data Categories”):

• Client compensation adjustments, approvals, merit cycle outcomes, and band/job changes (the “Content”)

The following categories of data relating to the internal functioning of the Service are not portable due to risk of disclosure of Pave's confidential information and trade secrets:

• Pave system logs, settings/configurations, operational artifacts
• Pave-owned models, algorithms, benchmarks, metadata, or system-generated insights

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