EU Data Act Addendum

Version 7/2026

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 used, machine-readable formats, including formats aligned with open interoperability specifications and relevant standards where available (Article 26(b) of the EU Data Act).

Pave shall provide Client with a reference to the on-line register listing data structures and formats, relevant standards, and open interoperability specifications where Exportable Data are available (Article 26(b) of the EU Data Act).

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2A. Details

Pave shall make available to Client, in the Agreement or on its website, clear information about:

(a)  Pave's standard service fees and, where applicable, early termination penalties;

(b)  the Switching Charges (if any), including any fees for the use of automated switching tools;

(c)  services that involve highly complex or costly switching, or for which it is impossible to switch without significant interference in the data, digital assets, or service architecture, where relevant; and

(d)  specific services where the switching and exit obligations set out in this Addendum do not apply pursuant to Article 31 of the EU Data Act, where relevant.

3. Switch From the Service and Termination

Client may notify Pave, with at least two (2) months' written notice (the "Notice Period", which shall not exceed two (2) months per Article 25(2)(d) of the EU Data Act), of its decision to:

a)  switch to a different provider of data processing services (in which case Client shall provide Pave with the necessary details of the destination provider);

(b)  switch to an on-premises ICT infrastructure of the Client; or

(c)  not switch, but only request erasure of Client's Exportable Data and Digital Assets upon service termination.

Switching Notice Content

The switching notice shall identify: (i) the type of switching elected under (a), (b), or (c) above; (ii) where applicable, the identity of the destination provider or on-premises infrastructure; and (iii) where applicable, any specific services or corresponding data with respect to which Client wishes to switch.

Confirmation of Receipt

Pave shall confirm receipt of the switching notice to Client no later than three (3) working days after receipt, using the same means of communication as Client.

Service Termination Timing

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.

Pave and Client shall maintain a "Switching and Exit Plan" (or "Switching Checklist" where automated switching tools are used), setting out the details required to carry out switching in accordance with this Addendum. This plan shall include, at a minimum: (i) an exhaustive specification of all categories of Client Data and Digital Assets that can be transferred (including all Exportable Data per Article 25(2)(e)); (ii) categories of data specific to Pave's internal Service functioning that are exempt from portability (Article 25(2)(f)); (iii) details of porting methods, formats, and sequence of operations; (iv) an estimate of the time needed to export and transfer Client Data and Digital Assets; (v) technical limitations arising from storage outside the EU; and (vi) contact representatives for each Party. The Switching and Exit Plan forms an integral part of this Addendum as Exhibit 2 and shall be updated at Client's reasonable request.

Where requested by Client, Pave will arrange or support a test of the switching procedures to verify that the plan works in practice. If issues arise during testing, the Parties shall in good faith analyze the causes and agree on solutions.

5. Transition, Retrieval, and Assistance

Transition Period

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 mandatory maximum period of thirty (30) calendar days (the "Transition Period"), commencing at the end of the Notice 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 the period Client considers necessary for its purposes shall not be required, and in any event Client's extension shall not result in a total Transition Period exceeding the period Client notifies to Pave (Article 25(5) of the EU Data Act). Client shall provide Pave with written notice of the extension before expiry of the original Transition Period; Pave shall confirm receipt within three (3) working days.

Technical Unfeasibility

If Pave determines that the mandatory thirty (30) calendar day Transition Period is not technically feasible for reasons it can document, Pave must (Article 25(4) of the EU Data Act):

(a)  notify Client in writing within fourteen (14) working days from the date of Client's switching notice;

(b)  indicate an alternative transitional period, which must not exceed seven (7) months from the date of Client's switching notice; and

(c)  provide written justification for the technical unfeasibility.

Client shall confirm receipt of such notice within three (3) working days.

Retrieval Period

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.

Provider Obligations During Transition and Retrieval Periods

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

a. Upon Client's request, provide adequate information (including documentation necessary to complete the switching), and technical support; if problems are identified during switching, Pave and Client shall in good faith analyze the causes and agree on solutions;

b. Maintain business continuity, and continue the provision of the Services under the Agreement;

c. Provide clear information concerning known risks to continuity in the provision of the Services (if any); and

d. Support Client's exit strategy through the continuous access to Service (including support service) and Content and maintenance of a high level of security throughout the switching process, in particular for the security of Client Data during transfer (Article 25(2)(a)(iv) of the EU Data Act), and by providing relevant information reasonably necessary for Client to plan and conduct switching.

Client undertakes to:

(a)  take all reasonable measures to achieve effective switching, including being responsible for importing Data and Digital Assets into its own systems or into the systems of the destination provider;

(b)  act in good faith to implement any guidance related to the switching process shared by Pave;

(c)  respect the intellectual property rights and trade secrets of Pave in any materials provided during the switching process, and limit access to such materials to third parties only insofar as necessary to complete switching and only upon Pave's explicit authorisation; and

(d)  notify Pave upon successful completion of the switching process.

If the switching process is not successfully completed, the Parties shall cooperate in good faith to identify the cause and achieve successful completion, enable a timely transfer of Data, and maintain continuity of the Services. Upon Client's request, Pave shall support Client in identifying the reasons for unsuccessful switching and, to the extent those reasons relate to Pave's environment or switching processes, advise on how identified technical problems can be resolved. The rules applicable to Switching Charges apply to support provided by Pave in connection with unsuccessful 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.

6. Fees

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Subscription 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.

Switching Charges: Any switching charges imposed by Pave prior to 12 January 2027 shall not exceed the actual costs Pave incurs that are directly linked to the switching process (Article 29(3) of the EU Data Act). From 12 January 2027 onwards, no switching charges may be imposed on Client in connection with actions mandated under this Addendum or the EU Data Act. The foregoing does not limit Pave's right to pass on Data Egress costs in connection with in-parallel use of multiple data processing services (Article 34 of the EU Data Act).

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.

For the avoidance of doubt, any amounts payable under this Section 7 do not constitute "Switching Charges" as defined in the EU Data Act, and the Switching Charge limitations set forth in Section 6 above do not apply to them.

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. Pave shall maintain a high level of security throughout the switching process, in particular with respect to the security of Client Data during transfer. Nothing in this Addendum reduces the security measures and commitments agreed in the Agreement.

8. 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) 3(c), 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 on within fifteen (15) working days of completing deletion.

9. 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.

10. 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.

11. 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.

12. Jurisdiction

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

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, together with associated Digital Assets (as defined in Article 2(22) of the EU Data Act), that can be transferred during switching (the "Content" and "Exportable Data")

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 (Article 25(2)(f) of the EU Data Act):

- Pave system logs, settings/configurations, operational artifacts

- Pave-owned models, algorithms, benchmarks, metadata, or system-generated insights

EXHIBIT 2: SWITCHING AND EXIT PLAN/SWITCHING CHECKLIST

This Exhibit sets out the framework Switching and Exit Plan as required under Section 4 of this Addendum (EU SCC Annex VI, Appendix 1). The Parties shall complete and update this Exhibit prior to and throughout the Term.

Items to be addressed:

1. Exportable Data and Digital Asset categories to be transferred (with format specifications)

2. Non-portable data categories (trade secret / Pave IP exceptions per Exhibit 1)

3. Porting methods, formats, open interoperability specifications (URL to on-line register)

4. Estimated time for export and transfer out of Pave's environment

5. IT resources to be allocated by Pave during switching (servers, bandwidth, etc.)

6. Known risks to continuity of Services during switching (if any)

7. Party representatives: [Pave contact] / [Client contact]

8. Sequence of switching operations proposed by Pave

9. Testing methodology (if tests to be conducted prior to switching)

10. Restrictions / technical limitations, including those arising from storage of data outside the EU

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