Data Processing Addendum

1. Definitions

Capitalized terms used but not defined in this Addendum have the meanings assigned to them in the Agreement. The following definitions apply to this Addendum:

"Affiliate" means any entity that, directly or indirectly, controls, is controlled by, or is under common control with a party, where "control" means ownership of more than 50% of the equity or voting interests of such entity.

"Authorized Sub-processor" means a Sub-processor whose appointment has been authorized by Customer in accordance with Section 5 of this Addendum.

"CCPA" means the California Consumer Privacy Act of 2018 (Cal. Civ. Code §§ 1798.100 et seq.), as amended by the California Privacy Rights Act of 2020 and as further amended, supplemented, or replaced from time to time, including all regulations promulgated thereunder.

"Controller" means the natural or legal person, public authority, agency, or other body which, alone or jointly with others, determines the purposes and means of the Processing of Personal Data; this term includes the equivalent term "Business" as defined under the CCPA and analogous terms under U.S. State Privacy Laws.

"Customer Personal Data" means all data, content, prompts, inputs, outputs, responses, telemetry, file contents, communications, credentials, configurations, endpoint or workstation data, logs, alerts, audit artifacts, and other materials submitted to, generated by, collected by, or otherwise processed by or on behalf of Customer through the Services, including any data processed by Customer’s AI systems, guardrail logic, agents, integrations, or third-party systems used with the Services, but excluding Usage Data..

"Data Protection Laws" means all laws and regulations applicable to the Processing of Customer Personal Data, including: (a) the GDPR; (b) the UK GDPR and the Data Protection Act 2018 (UK); (c) the Swiss Federal Act on Data Protection ("FADP"); (d) the CCPA; (e) any other U.S. State Privacy Law; and (f) the Israeli Protection of Privacy Law, 5741-1981, and regulations thereunder, in each case as amended, supplemented, or replaced from time to time.

"Data Subject" means the identified or identifiable natural person to whom Customer Personal Data relates, including the equivalent terms "Consumer" and "Resident" under U.S. State Privacy Laws.

"EEA" means the European Economic Area.

"EU SCCs" means the standard contractual clauses approved by the European Commission in Commission Implementing Decision (EU) 2021/914 of 4 June 2021, as amended, supplemented, or replaced from time to time.

"GDPR" means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (General Data Protection Regulation).

"Personal Data" means any information relating to an identified or identifiable natural person, and includes the equivalent terms "Personal Information" and "Personally Identifiable Information" under U.S. State Privacy Laws.

"Personal Data Breach" means a confirmed breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Customer Personal Data Processed by Autonomous in connection with the Services.

"Processing" means any operation or set of operations performed on Personal Data or on sets of Personal Data, whether or not by automated means.

"Processor" means the natural or legal person that Processes Personal Data on behalf of the Controller; this term includes the equivalent term "Service Provider" as defined under the CCPA and analogous terms under U.S. State Privacy Laws.

"Sensitive Personal Data" means any category of Personal Data that, under applicable Data Protection Laws, is afforded heightened protection, including (a) "special categories of personal data" under Article 9 of the GDPR; (b) "sensitive personal information" as defined under the CCPA at Cal. Civ. Code § 1798.140(ae); and (c) analogous categories under any other U.S. State Privacy Law.

"Sub-processor" means any third party (including any Affiliate of Autonomous) engaged by Autonomous to Process Customer Personal Data in connection with the Services.

"Supervisory Authority" means any independent public authority responsible for monitoring the application of one or more Data Protection Laws.

"U.S. State Privacy Laws" means the CCPA and the comprehensive consumer privacy laws of any other U.S. state that imposes obligations on the Processing of Personal Data, including the laws of Virginia, Colorado, Connecticut, Utah, Iowa, Indiana, Tennessee, Montana, Oregon, Texas, Delaware, New Jersey, New Hampshire, Minnesota, Maryland, Kentucky, and Rhode Island, each as in effect and amended from time to time.

"UK Addendum" means the International Data Transfer Addendum to the EU SCCs issued by the Information Commissioner's Office of the United Kingdom (Version B1.0), as amended, supplemented, or replaced from time to time.

2. Roles of the Parties

2.1  Allocation. For purposes of this Addendum, with respect to Customer Personal Data: (a) Customer is the Controller (and, where applicable, the Business under the CCPA), and (b) Autonomous is the Processor (and, where applicable, the Service Provider under the CCPA). To the extent that Customer is itself a Processor acting on behalf of a third-party Controller, Customer represents that it is duly authorized by such Controller to enter into this Addendum and to instruct Autonomous to Process Customer Personal Data in accordance with this Addendum.

2.2  Independent Controller Activities. Notwithstanding Section 2.1, Autonomous acts as an independent Controller with respect to limited categories of data that Autonomous Processes for its own legitimate business purposes, including (a) account registration and billing data; (b) Service performance, telemetry, security, and abuse-prevention data; and (c) data Processed for the limited purposes expressly permitted under Section 4.4 of this Addendum (Deidentification and Aggregation). The Parties' respective obligations as Controllers in those circumstances are governed by Autonomous's Privacy Notice.

3. Scope and Subject Matter of Processing

3.1  Subject Matter, Duration, Nature, and Purpose. The subject matter, duration, nature and purpose of the Processing, the types of Customer Personal Data Processed, and the categories of Data Subjects, are described in Schedule 1 (Details of Processing) and, with respect to each Product, in Schedule 5A (ESA Product-Specific Terms) and Schedule 5B (MCP Cloud Product-Specific Terms).

3.2  Documented Instructions. Autonomous will Process Customer Personal Data only on, and in accordance with, the documented instructions of Customer, which are set out in (a) the Agreement, (b) this Addendum (including Schedules 1, 5A, and 5B), and (c) any further written instructions issued by Customer that the Parties agree are within the scope of the Services. If Autonomous is required by applicable law or regulation to Process Customer Personal Data otherwise than on Customer's documented instructions, Autonomous will, where legally permitted, inform Customer of that legal requirement before Processing.

3.3  Compliance with Data Protection Laws. Each Party will comply with its respective obligations under applicable Data Protection Laws in connection with the Processing of Customer Personal Data under this Addendum. Autonomous will promptly notify Customer if, in Autonomous's reasonable opinion, an instruction from Customer infringes applicable Data Protection Laws.

3.4  Personnel and Confidentiality. Autonomous will ensure that any person it authorizes to Process Customer Personal Data is bound by a duty of confidentiality (whether by written agreement or statutory obligation) and is appropriately trained in the requirements of applicable Data Protection Laws.

4. CCPA Service-Provider Obligations; AI Training Restrictions

4.1  Limited and Specified Purposes. Autonomous Processes Customer Personal Data on behalf of Customer for the limited and specified business purposes set forth in the Agreement, this Addendum, and Schedules 1, 5A, and 5B (the "Permitted Purposes"). Autonomous will not Process Customer Personal Data for any purpose other than the Permitted Purposes or as otherwise expressly permitted under this Addendum.

4.2  Restrictions on Use and Disclosure. Autonomous will not, and will not permit any Sub-processor to: (a) "sell" or "share" Customer Personal Data (each as defined under the CCPA); (b) retain, use, or disclose Customer Personal Data outside the direct business relationship between Autonomous and Customer, or for any purpose other than the Permitted Purposes; (c) retain, use, or disclose Customer Personal Data for any "commercial purpose" other than providing the Services to Customer; or (d) combine Customer Personal Data with Personal Data that Autonomous receives from, or on behalf of, any other person or that Autonomous collects from its own interaction with Data Subjects, except as expressly permitted under 11 C.C.R. § 7050(b)(2)–(5) (or successor regulation).

4.3  No Training of Artificial Intelligence Models on Customer Personal Data. Without limiting Section 4.2, Autonomous will not, and will not permit any Sub-processor to, train, fine-tune, retrain, or otherwise improve any artificial intelligence, machine learning, or large language model using Customer Personal Data (including, without limitation, Customer prompts, Customer-submitted code or content, telemetry from Customer endpoints, detection events generated for Customer, or any inputs to or outputs of the Services on behalf of Customer), without Customer's prior written opt-in. This restriction applies to models operated by Autonomous, by any Affiliate of Autonomous, and by any Sub-processor (including Autonomous's third-party model providers, currently Amazon Web Services Bedrock for hosted large language model services). For the avoidance of doubt, this restriction does not prevent Autonomous from Processing Customer Personal Data, transient inputs, and transient outputs as necessary to deliver the Services on a per-request basis.

4.4  Deidentification and Aggregation. Notwithstanding the foregoing, Customer authorizes Autonomous to deidentify or aggregate Customer Personal Data and to Process such deidentified or aggregated data for the limited internal business purposes of (a) operating, maintaining, and securing the Services; (b) detecting and preventing security incidents, fraud, and abuse, including the development and improvement of threat intelligence; and (c) developing and improving Autonomous's products and services, provided that, with respect to any data so deidentified, Autonomous will (i) take reasonable measures to ensure that the data cannot be associated with a Data Subject or household; (ii) publicly commit to maintain and use the data in deidentified form and not to attempt to reidentify the data; and (iii) contractually obligate any recipient of the data to comply with the foregoing. The deidentification standards in this Section 4.4 are intended to satisfy Cal. Civ. Code § 1798.140(m).

4.5  Right to Take Steps and to Remediate. Customer has the right, on reasonable notice and at reasonable intervals, to take reasonable and appropriate steps to ensure that Autonomous Processes Customer Personal Data in a manner consistent with Customer's obligations under U.S. State Privacy Laws (11 C.C.R. § 7051(a)(7)). Upon written notice from Customer that Autonomous is engaged in unauthorized Processing, Customer may direct Autonomous to take reasonable and appropriate steps to stop and remediate such Processing (11 C.C.R. § 7051(a)(9)), and Autonomous will cooperate in good faith with such direction.

4.6  Notification of Inability to Comply. Autonomous will notify Customer in writing, without undue delay, if Autonomous determines that it can no longer meet its obligations under U.S. State Privacy Laws with respect to Customer Personal Data.

4.7  Certification. Autonomous certifies that it understands the restrictions in this Section 4 and will comply with them.

5. Sub-processors

5.1  General Authorization. Customer grants Autonomous general written authorization to engage Sub-processors to Process Customer Personal Data in connection with the Services, subject to the conditions in this Section 5.

5.2  Current List; Published Sub-processor Page. The list of Sub-processors authorized by Customer as of the date of this Addendum is set out in Schedule 3 and is also maintained at the URL specified in Schedule 3 (the "Sub-processor Page").

5.3  New Sub-processors; Notice Period. Autonomous will provide Customer with at least thirty (30) days' prior written notice of the appointment of any new Sub-processor (each, a "New Sub-processor"), by publication on the Sub-processor Page and, if Customer has subscribed, by email. The notice will identify (a) the name of the New Sub-processor; (b) the country in which the New Sub-processor is established and from which it will Process Customer Personal Data; and (c) a description of the Processing activities to be performed by the New Sub-processor.

5.4  Objection Right. Customer may object to the appointment of a New Sub-processor on reasonable, documented grounds related to data protection by providing written notice to Autonomous within thirty (30) days after Autonomous's notice under Section 5.3. The Parties will then engage in good-faith discussions for up to thirty (30) days from Autonomous's receipt of the objection to seek a mutually acceptable resolution. If the Parties cannot reach a resolution, Customer may, as Customer's sole and exclusive remedy, terminate the portion of the Services that requires use of the New Sub-processor by providing written notice to Autonomous, and Customer will receive a pro-rata refund of any prepaid fees attributable to the terminated portion for the period after the effective date of termination.

5.5  Sub-processor Terms. Autonomous will enter into a written agreement with each Sub-processor that imposes on the Sub-processor data protection obligations no less protective than those imposed on Autonomous under this Addendum, including obligations regarding Sub-processor confidentiality, Article 32 GDPR security measures, and applicable U.S. State Privacy Laws. Each such agreement will also require the Sub-processor to delete Customer Personal Data on Autonomous's instruction within a defined period that does not extend beyond the Outside Date under Section 12.5.

5.6  Liability for Sub-processors. Autonomous will be fully liable to Customer for the acts, omissions, and defaults of each Sub-processor as if they were the acts, omissions, and defaults of Autonomous, subject to the limitations of liability set forth in the Agreement.

6. Security

6.1  Technical and Organizational Measures. Autonomous will implement and maintain appropriate technical and organizational measures designed to protect Customer Personal Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Customer Personal Data, 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 Data Subjects. A description of those measures is set out in Schedule 2 (Technical and Organizational Measures).

6.2  Updates. Autonomous may update Schedule 2 from time to time, provided that any such update will not result in a material decrease in the overall level of security provided to Customer Personal Data.

6.3  Certifications. Autonomous will use commercially reasonable efforts to obtain and maintain industry-recognized security certifications appropriate to the Services. The current certification status and roadmap is set out in Schedule 2.

7. Personal Data Breach

7.1  Notice. Autonomous will notify Customer of a confirmed Personal Data Breach affecting Customer Personal Data without undue delay, and in any event within seventy-two (72) hours after Autonomous becomes aware of the Personal Data Breach. For purposes of this Section 7, Autonomous "becomes aware" of a Personal Data Breach when Autonomous's security or incident-response personnel have a reasonable degree of certainty that an actual security incident has occurred resulting in unauthorized access to or disclosure of Customer Personal Data.

7.2  Content of Notice. To the extent the information is known to Autonomous at the time of notice (and otherwise as soon as practicable thereafter), the notice will include: (a) a description of the nature of the Personal Data Breach, including, where possible, the categories and approximate number of Data Subjects and records concerned; (b) the likely consequences of the Personal Data Breach; (c) the measures taken or proposed to be taken by Autonomous to address the Personal Data Breach, including measures to mitigate its possible adverse effects; and (d) the name and contact details of an Autonomous point of contact from whom Customer may obtain additional information.

7.3  Cooperation. Autonomous will reasonably cooperate with Customer to enable Customer to comply with its own notification obligations to Data Subjects and Supervisory Authorities under applicable Data Protection Laws.

7.4  Exclusions. Notwithstanding the foregoing, the obligations in Sections 7.1(b) through 7.3 do not apply to incidents that are limited to (a) unsuccessful or attempted intrusions, including pings, port scans, denial-of-service attacks, or other network attack activity; or (b) routine security events that did not result in unauthorized access to or disclosure of Customer Personal Data.

8. Data Subject Rights

8.1  Notice and Assistance. Autonomous will, to the extent legally permitted, promptly notify Customer if Autonomous receives a request from a Data Subject to exercise any right under applicable Data Protection Laws (including rights of access, rectification, deletion, restriction, portability, and objection) with respect to Customer Personal Data (a "Data Subject Request"). Taking into account the nature of the Processing, Autonomous will provide Customer with reasonable assistance, by appropriate technical and organizational measures, as Customer requests, to enable Customer to fulfill its obligation to respond to Data Subject Requests.

8.2  No Response by Autonomous. Autonomous will not respond directly to any Data Subject Request, except (a) to confirm receipt and direct the Data Subject to the appropriate Customer contact, or (b) as required by applicable law.

8.3  Costs. Customer will pay Autonomous's reasonable costs for assistance rendered under this Section 8, except to the extent the assistance is required at no cost under applicable Data Protection Laws.

9. Cooperation with Customer and Regulators

9.1  Data Protection Impact Assessments. To the extent required by applicable Data Protection Laws, and taking into account the nature of the Processing and the information available to Autonomous, Autonomous will provide Customer with reasonable assistance in conducting data protection impact assessments and consulting with Supervisory Authorities (GDPR Articles 35 and 36).

9.2  CCPA Cooperation (effective January 1, 2026). With respect to Customer Personal Data subject to the CCPA, Autonomous will reasonably cooperate with Customer (to the extent required of a service provider under 11 C.C.R. § 7050(c)(8) (as in effect on January 1, 2026) or successor regulation), including by:

(a)   cooperating with Customer's cybersecurity audit obligations, to the extent Customer is required to conduct a cybersecurity audit under applicable law;

(b)   cooperating with Customer's risk assessment obligations under Cal. Civ. Code § 1798.185(a)(15);

(c)   cooperating with any Customer obligations under the CPPA's automated decisionmaking technology ("ADMT") regulations promulgated under Cal. Civ. Code § 1798.185(a)(16), including by providing reasonably available information about the Services' logic, the types of information used, and the role of automated decisions, in each case at a level of detail sufficient to allow Customer to comply with its own ADMT obligations; and

(d)   maintaining reasonable security procedures and practices appropriate to the nature of the Customer Personal Data, in accordance with Cal. Civ. Code § 1798.100(e).

9.3  EU AI Act Cooperation. To the extent that Customer is a "deployer" of a "high-risk AI system" within the meaning of Regulation (EU) 2024/1689 (the "EU AI Act") and the relevant high-risk obligations are in force, Autonomous will, taking into account the nature of the Services, provide Customer with reasonable cooperation to enable Customer to meet its obligations as a deployer, including by making available, on Customer's reasonable written request, (a) a description of the intended purpose of the relevant Services, (b) summary information about the data used to train any AI model integral to the Services to the extent within Autonomous's reasonable possession, and (c) reasonably available information on the input data, foreseeable risks, and human-oversight measures appropriate to the Services. Nothing in this Section 9.3 obligates Autonomous to disclose its proprietary model weights, source code, or trade secrets.

9.4  Colorado AI Act Cooperation. To the extent that Customer is a "deployer" of a "high-risk artificial intelligence system" under the Colorado Artificial Intelligence Act, C.R.S. § 6-1-1701 et seq., Autonomous will, on Customer's reasonable written request, provide cooperation analogous to that described in Section 9.3, taking into account the Colorado rulemaking in force from time to time.

10. Audit

10.1  Documentation. Autonomous will make available to Customer, on Customer's reasonable written request, all information reasonably necessary to demonstrate compliance with Autonomous's obligations under this Addendum, including by providing the most recent third-party audit reports referenced in Schedule 2 (subject to a customary non-disclosure agreement).

10.2  Audit Right; SOC 2 / ISO Substitution. Customer (or an independent, qualified third-party auditor mutually agreed by the Parties and bound by a customary non-disclosure agreement) may, on at least sixty (60) days' prior written notice and not more than once in any twelve (12) month period (except as set out in Section 10.3), conduct an audit of Autonomous's compliance with this Addendum. The Parties acknowledge and agree that, in the ordinary course, Autonomous's most recent SOC 2 Type II report will satisfy Autonomous's audit obligations, except where Customer demonstrates a reasonable need for additional information that is not addressed by such reports.

10.3  Triggering Events. The frequency limitation in Section 10.2 does not apply where (a) a Personal Data Breach affecting Customer Personal Data has occurred within the prior twelve (12) months, or (b) a Supervisory Authority with jurisdiction over Customer requires an audit.

10.4  Conduct of Audit. Each audit will be conducted (a) during Autonomous's normal business hours; (b) in a manner that does not unreasonably interfere with Autonomous's business operations; (c) in accordance with reasonable security and confidentiality measures; and (d) at Customer's cost, except where the audit reveals a material non-compliance by Autonomous, in which case Autonomous will reimburse Customer's reasonable audit costs.

11. International Transfers

11.1  General. Where Autonomous Processes Customer Personal Data subject to the GDPR, the UK GDPR, or the FADP, and that Processing involves a transfer of Customer Personal Data to a country outside the EEA, the United Kingdom, or Switzerland (as applicable) that is not the subject of an adequacy decision under the relevant law, Autonomous and Customer will implement an appropriate transfer mechanism as set out in this Section 11.

11.2  EU SCCs. The EU SCCs are hereby incorporated into this Addendum by reference. The Parties agree that:

(a)   Module Two (controller-to-processor) applies where Customer is acting as Controller and Autonomous is acting as Processor;

(b)   Module Three (processor-to-processor) applies where Customer is itself acting as a Processor on behalf of a third-party Controller;

(c)   Clause 7 (docking clause) applies;

(d)   Option 2 of Clause 9(a) applies, with a thirty (30) day notification period for changes to Sub-processors;

(e)   the optional language in Clause 11(a) is not included;

(f)   for Clause 17, the governing law is the law of the Republic of Ireland;

(g)   for Clause 18(b), the courts of the Republic of Ireland have jurisdiction;

(h)   Annexes I, II, and III of the EU SCCs are completed as set out in Schedule 4 of this Addendum.

11.3  UK Addendum. For transfers of Customer Personal Data subject to the UK GDPR to a country outside the United Kingdom that is not the subject of an adequacy regulation, the UK Addendum is incorporated by reference and completed as set out in Schedule 4.

11.4  Swiss Transfers. For transfers of Customer Personal Data subject to the FADP to a country outside Switzerland that is not the subject of an adequacy decision by the Swiss Federal Council, the EU SCCs apply with the modifications described in Schedule 4 (including references to the FADP and the Swiss Federal Data Protection and Information Commissioner).

11.5  EU-U.S. Data Privacy Framework. Where Autonomous is certified under the EU-U.S. Data Privacy Framework, the UK Extension thereto, and/or the Swiss-U.S. Data Privacy Framework (collectively, the "DPF"), Autonomous's DPF self-certification may be relied upon for transfers from the EEA, the United Kingdom, and Switzerland (respectively) to Autonomous's establishment in the United States, in addition to the EU SCCs, the UK Addendum, and the Swiss transfer mechanism, as applicable.

11.6  Israel as an Adequate Jurisdiction. The Parties acknowledge that the European Commission has determined that Israel provides an adequate level of protection for personal data (Commission Decision 2011/61/EU, as re-evaluated and extended). Accordingly, transfers of Customer Personal Data from the EEA to Autonomous's Israeli establishment do not, on the basis of the adequacy decision in force at the relevant time, require an additional transfer mechanism under this Section 11.

11.7  Transfer Impact Assessment. Autonomous has conducted, and will keep under reasonable review, a transfer impact assessment with respect to onward transfers of Customer Personal Data under the EU SCCs and the UK Addendum, and will make a summary of that assessment available to Customer on reasonable written request, and to the extent reasonably required by the applicable cross-border transfer mechanism.

11.8  Other Transfers. Where Autonomous Processes Customer Personal Data subject to a Data Protection Law other than the GDPR, the UK GDPR, or the FADP, and that Processing involves a transfer of such data to a country (including the United States) that is not recognized as adequate under that Data Protection Law, the Parties will cooperate in good faith to implement the transfer mechanism required by that law. To the extent that Data Protection Law does not prescribe a mandatory mechanism, the EU SCCs (with the Module, elections, and Annexes set out in Section 11.2 and Schedule 4) apply to such transfer mutatis mutandis as the default mechanism, with references to the GDPR and to EU supervisory authorities, courts, and governing law read as references to the corresponding provisions, authorities, and law of the relevant jurisdiction.

12. Return and Deletion of Customer Personal Data

12.1  Election. On termination or expiration of the Agreement (or of the affected portion of the Services), Customer may, by written notice to Autonomous delivered no later than thirty (30) days after the effective date of termination or expiration, elect to have Autonomous return to Customer a copy of the Customer Personal Data then held in Autonomous's active production systems. If Customer does not deliver a timely election, Customer is deemed to have instructed Autonomous to delete Customer Personal Data in accordance with this Section 12. Whether or not Customer elects return, Autonomous will delete Customer Personal Data, and will instruct each Sub-processor to delete Customer Personal Data, in accordance with Sections 12.2 through 12.5, except to the extent that Autonomous or a Sub-processor is required to retain Customer Personal Data by applicable law or regulation, in which case the retained Customer Personal Data will be isolated, will remain subject to the security measures in Schedule 2, and will not be Processed except as required by that law or regulation.

12.2  Active Production Systems. Autonomous will complete the return or deletion of Customer Personal Data held in Autonomous's active production systems within sixty (60) days after the later of (a) the effective date of termination or expiration of the Agreement (or of the affected portion of the Services) and (b) the end of any post-termination access or retrieval period agreed in the Agreement.

12.3  Backups. Customer Personal Data that remains in Autonomous's routine backup, archive, or disaster-recovery media following deletion under Section 12.2 will be deleted or overwritten in the ordinary course of the backup rotation cycle described in Schedule 2, Part G, and in any event no later than one hundred eighty (180) days after the effective date of termination or expiration (the "Backup Retention Period"). During the Backup Retention Period, Autonomous will (a) continue to apply the technical and organizational measures in Schedule 2 to such Customer Personal Data; (b) not restore, access, or otherwise Process such Customer Personal Data except to verify backup integrity, to recover the Services in a disaster-recovery event, or to comply with applicable law; and (c) if any such Customer Personal Data is restored to active production systems during the Backup Retention Period, delete it from those systems within thirty (30) days after the restoration.

12.4  Sub-processors. Within thirty (30) days after the effective date of termination or expiration (or, if later, Customer's election under Section 12.1), Autonomous will instruct each Sub-processor that holds Customer Personal Data to delete it. Each Sub-processor will complete deletion in accordance with the deletion and backup-retention terms of Autonomous's written agreement with that Sub-processor, which may be longer than the periods in Sections 12.2 and 12.3 but will not extend beyond the Outside Date. The maximum post-termination deletion period applicable to each Sub-processor is disclosed on the Sub-processor Page. Autonomous remains responsible for each Sub-processor's compliance with this Section 12 in accordance with Section 5.6. A Sub-processor deletion period that is longer than the periods in Sections 12.2 and 12.3 but within the Outside Date does not, by itself, constitute a failure by Autonomous to satisfy Section 5.5.

12.5  Outside Date. Except to the extent retention is required by applicable law or regulation as described in Section 12.1, no Customer Personal Data will be retained by Autonomous or any Sub-processor, in any form or medium, beyond twelve (12) months after the effective date of termination or expiration of the Agreement (the "Outside Date"). The Parties agree that the periods set out in this Section 12 constitute the agreed period for deletion or return of Customer Personal Data following the end of the provision of the Services for purposes of Clause 8.5 of the EU SCCs and the corresponding provisions of the UK Addendum.

12.6  Certification. On Customer's reasonable written request, Autonomous will provide written confirmation (a) at any time after the period in Section 12.2 has ended, that deletion or return under Section 12.2 has been completed; and (b) at any time after the Outside Date, that deletion under Sections 12.3 and 12.4 has been completed. Confirmations regarding Sub-processors may be based on written confirmations received by Autonomous from the relevant Sub-processors.

12.7  Excluded Data. For clarity, this Section 12 does not apply to Usage Data or to data that has been deidentified or aggregated in accordance with Section 4.4, which Autonomous may retain in accordance with Section 4.4 and Schedules 5A and 5B.

13. AI-Specific Provisions

13.1  AI-Powered Services. Customer acknowledges that each Product uses artificial intelligence and machine learning techniques to provide the Services. Specific operational characteristics of each Product, including data inputs, model providers, retention defaults, and outputs, are described in Schedule 5A (ESA) and Schedule 5B (MCP Cloud).

13.2  Model Providers. As of the date of this Addendum, Autonomous's third-party large language model processing is performed via Amazon Web Services Bedrock, which by default does not use customer inputs to train its underlying models. Autonomous will not enable any feature, configuration, or option in any model provider's service that would permit Customer Personal Data to be used to train the model provider's models, except as expressly opted into by Customer in writing.

13.3  Authorized Scanning; Cross-Reference to Agreement. Customer acknowledges that each Product is designed to operate on systems, endpoints, repositories, APIs, agents, models, applications, or environments that Customer has the right to monitor, scan, or otherwise instrument. Customer represents and warrants that Customer has obtained all necessary rights, permissions, consents, and authorizations from each owner, operator, or Data Subject in respect of each such system, endpoint, repository, API, agent, model, application, or environment before submitting it to, or connecting it with, the Services (the "Authorized Scanning Representation"). The substantive Authorized Scanning Representation is, or will be, set out in the Agreement; this Section 13.3 incorporates it by reference and does not limit, qualify, or otherwise modify Customer's obligations under the Agreement.

13.4  Automated Decisionmaking. Customer is responsible for determining whether, and to what extent, Customer's deployment of the Services constitutes automated decisionmaking that produces legal effects or similarly significant effects on Data Subjects, and for providing any required notices or opt-out rights under applicable Data Protection Laws. The ADMT-cooperation commitments in Section 9.2(c) and Section 9.3 support Customer's analysis.

13.5  Output Accuracy and Human Oversight. Customer acknowledges that the Services may produce outputs that contain inaccuracies, false positives, or false negatives, and that the Services are designed to assist Customer's security operations but are not a substitute for independent security review, legal review, compliance assessment, or human oversight. The substantive accuracy disclaimer for the Services is set out in the Agreement. This Addendum does not limit that disclaimer.

14. General Provisions

14.1  Order of Precedence. In the event of a conflict between this Addendum and the Agreement with respect to the Processing of Customer Personal Data, this Addendum governs. In the event of a conflict between this Addendum and any Standard Contractual Clauses incorporated by reference, the Standard Contractual Clauses govern.

14.2  Limitation of Liability. Each Party's liability arising out of or related to this Addendum (whether in contract, tort, or otherwise) is subject to the limitations and exclusions of liability set forth in the Agreement. For clarity, references in the Agreement's limitation-of-liability provisions to the "Agreement," "Order Form," or analogous terms are deemed to include this Addendum.

14.3  Severability. If any provision of this Addendum is held to be invalid or unenforceable, the remainder of the Addendum will remain in full force and effect, and the Parties will negotiate in good faith a substitute provision that, to the extent practicable, achieves the original commercial intent of the invalid or unenforceable provision.

14.4  Term. This Addendum is effective on the effective date of the Agreement and continues until the later of (a) expiration or termination of the Agreement, or (b) Autonomous's completion of return or deletion of Customer Personal Data in accordance with Section 12. The provisions of Sections 4 through 14, and the Schedules, survive termination of this Addendum to the extent necessary to enforce or give effect to them.

14.5  Governing Law. This Addendum is governed by the law specified in the Agreement, except that, with respect to Processing subject to the GDPR or the UK GDPR, the EU SCCs and the UK Addendum (as applicable) are governed by the law specified in Section 11.

14.6  Notices. Notices to Autonomous under this Addendum will be sent in accordance with the notice provisions in the Agreement and, in addition, to privacy@a16y.ai. Notices to Customer will be sent in accordance with the notice provisions in the Agreement.

14.7  Counterparts and Execution. This Addendum may be executed in counterparts and by electronic signature, each of which is deemed an original and which together constitute one and the same instrument. Where this Addendum is incorporated by reference into the Agreement via the URL specified in the Order Form, Customer's execution of the Order Form constitutes execution of this Addendum.

Schedule 1 — Details of Processing

A. Subject Matter and Duration

Subject matter: the Processing of Customer Personal Data by Autonomous in connection with Customer's use of the Services.

Duration: for the term of the Agreement, plus the return and deletion periods set out in Section 12 of this Addendum, ending no later than the Outside Date under Section 12.5 except where retention is required by applicable law or regulation.

B. Nature and Purpose of Processing

Autonomous Processes Customer Personal Data for the purpose of providing the Services to Customer, including (a) operating, securing, and supporting the ESA and MCP Cloud Products; (b) detecting, investigating, and responding to security events identified within Customer's environment; (c) producing detection events, alerts, and security findings for Customer; and (d) providing customer support to Customer. Product-specific Processing details are set out in Schedule 5A and Schedule 5B.

C. Categories of Data Subjects

Customer's employees, contractors, agents, end users, developers, and other personnel whose Personal Data may be Processed by the Services as configured by Customer.

D. Categories of Personal Data

Customer Personal Data means all data, content, metadata, configurations, logs, telemetry, prompts, inputs, outputs, communications, and other information submitted to, collected by, generated through, or otherwise processed by the Services on Customer's behalf, including information relating to Customer users, devices, systems, repositories, applications, AI tools, and integrations, but excluding Usage Data.

E. Sensitive Personal Data

Autonomous does not require Sensitive Personal Data for the operation of the Services. Customer is responsible for configuring the Services so as not to direct Sensitive Personal Data to Autonomous except where Customer has determined (and notified Autonomous) that the Processing of a defined category of Sensitive Personal Data is necessary for Customer's intended use case. Where Customer notifies Autonomous of an intended Processing of Sensitive Personal Data, the Parties will agree on any additional safeguards reasonably required.

F. Frequency of Transfer

Continuous, for the duration of the Agreement.

G. Retention

During the term of the Agreement, Customer Personal Data is retained for the periods set out in Schedule 5A and Schedule 5B (with respect to product-specific telemetry, tool-execution data, and logs) and otherwise for as long as necessary to provide the Services. Following termination or expiration of the Agreement, Customer Personal Data is returned or deleted in accordance with Section 12 of this Addendum, and in any event no later than the Outside Date under Section 12.5 except where retention is required by applicable law or regulation.

Schedule 2 — Technical and Organizational Measures

Autonomous implements and maintains the following technical and organizational measures designed to ensure a level of security appropriate to the risk of Processing Customer Personal Data.

A. Encryption

Customer Personal Data is encrypted in transit using TLS 1.2 or higher, and at rest using AES-256 or equivalent industry-standard cryptographic algorithms. Cryptographic keys are managed using a key management service with role-based access controls.

B. Access Controls

Access to systems Processing Customer Personal Data is restricted to authorized Autonomous personnel on a least-privilege, need-to-know basis. Access requires multi-factor authentication and is logged. Access rights are reviewed at least quarterly.

C. Network Security

Production systems are segmented from non-production environments. Customer Personal Data Processing is performed in dedicated tenants logically separated from other customers. Network traffic is monitored for anomalies; intrusion detection and prevention controls are in place.

D. Personnel Security

Autonomous personnel are subject to background checks (where legally permitted), confidentiality agreements, and annual security and privacy training. Access is revoked on termination of employment or engagement.

E. Vulnerability Management

Autonomous maintains a vulnerability-management program, including (a) regular patching of operating systems and application dependencies; (b) periodic third-party penetration testing of the Services (at least annually); (c) software composition analysis of dependencies; and (d) a coordinated vulnerability disclosure program.

F. Incident Response

Autonomous maintains a written incident-response plan covering detection, triage, containment, eradication, recovery, and post-incident review, with defined roles, responsibilities, and escalation paths. The plan is exercised at least annually.

G. Business Continuity and Backups

Customer Personal Data is backed up in encrypted form. Backups of Customer Personal Data are taken daily and retained on a rolling thirty (30) day cycle, after which they are securely destroyed. Retention of Customer Personal Data in backup media following termination or expiration of the Agreement is governed by Section 12.3 of this Addendum. Autonomous maintains a documented business continuity and disaster recovery plan, which is tested at least annually.

H. Audit Logging

Autonomous logs access to systems Processing Customer Personal Data, including administrative actions. Logs are retained for a period appropriate to the security and audit requirements of the Services and are protected against unauthorized access and modification.

I. Sub-processor Diligence

Autonomous conducts security and privacy due diligence on all Sub-processors before engagement and reviews Sub-processor practices on a recurring basis.

J. Certifications

Autonomous's current certifications:

(i)   SOC 2 Type II

K. Data Residency

All Customer Personal Data Processed in connection with the Services is hosted and Processed on servers located in the United States.

Schedule 3 — Approved Sub-processors

The Sub-processors authorized by Customer are maintained at the Sub-processor Page at a16y.ai/legal/sub-processors.

Schedule 4 — Cross-Border Transfer Mechanism Details

A. EU SCCs — Annex I

Annex I.A — List of Parties: Customer (as data exporter, acting as Controller or Processor) and Autonomous (as data importer, acting as Processor). Contact details: as set out in the Agreement Order Form.

Annex I.B — Description of Transfer: as set out in Schedule 1 (Details of Processing) and Schedule 5A / 5B as applicable to the Services purchased.

Annex I.C — Competent Supervisory Authority: the supervisory authority of the EU Member State in which the relevant data exporter is established, or where the exporter is not established in the EU, the Irish Data Protection Commission.

B. EU SCCs — Annex II

The technical and organizational measures listed in Schedule 2 of this Addendum apply for purposes of Annex II of the EU SCCs.

C. EU SCCs — Annex III

The list of authorized Sub-processors set out in Schedule 3 of this Addendum, as updated from time to time on the Sub-processor Page, applies for purposes of Annex III of the EU SCCs.

D. UK Addendum

Table 1 — Parties: as described in Annex I.A above. Start Date: the effective date of the Agreement. Table 2 — Selected SCCs: the EU SCCs as incorporated under Section 11.2 above, with the modules and selections described in that Section. Table 3 — Appendix Information: as set out in Schedule 1, Schedule 2, and Schedule 3 of this Addendum. Table 4 — Ending the Addendum: neither Party may end the UK Addendum solely on the basis that the Approved Addendum changes.

E. Swiss Transfers

For transfers subject to the FADP, the EU SCCs are interpreted with the following modifications: (i) references to the GDPR are deemed to include the FADP; (ii) the term "member state" is interpreted in a way that permits data subjects in Switzerland to exercise their rights at their place of habitual residence; (iii) references to supervisory authorities and competent courts are deemed to include the Swiss Federal Data Protection and Information Commissioner and the competent Swiss courts.

Schedule 5A — ESA Product-Specific Terms

A. Product Description

Endpoint Security Agent (“ESA”) is Autonomous’s AI-focused endpoint detection and response (EDR) Service for controlling AI usage at scale, which augments traditional endpoint security solutions. Operating on endpoints within Customer’s environment, the functionality of the Service includes, but is not limited to, applying real-time, in-line guardrails upon AI interactions, as well as discovering, mapping, auditing, and enabling remediation of both AI-specific and general endpoint security risks.

B. Customer Personal Data Processed

Customer Personal Data means all data, content, prompts, inputs, outputs, responses, telemetry, file contents, communications, credentials, configurations, endpoint or workstation data, logs, alerts, audit artifacts, and other materials submitted to, generated by, collected by, or otherwise processed by or on behalf of Customer through the Services, including any data processed by Customer’s AI systems, guardrail logic, agents, integrations, or third-party systems used with the Services, but excluding Usage Data.

C. Automated Response Actions

ESA may, where Customer has configured the relevant policy and approved the policy in advance, take automated response actions in respect of endpoints, processes, files, or AI agents. Automated response actions operate analogously to the policy-driven response actions of conventional endpoint protection products. Customer remains responsible for configuring response policies appropriate to Customer's operations.

D. Customer Authorization to Monitor

Customer represents and warrants that Customer has obtained all necessary rights, permissions, consents, and authorizations to deploy ESA on each endpoint, system, and AI agent that Customer submits to the Service, including with respect to any endpoint or agent owned, operated, or used by Customer's employees, contractors, or end users. See also Section 13.3 of the Addendum and the Authorized Scanning Representation in the Agreement.

E. Retention

Endpoint telemetry and detection event data are retained for ninety (90) days, except where Customer has subscribed to extended retention through the Order Form. Aggregated, deidentified threat-intelligence data may be retained for longer in accordance with Section 4.4 of the Addendum.

Schedule 5B — MCP Cloud Product-Specific Terms

A. Product Description

MCP Cloud is Autonomous's Service for hosting and running Model Context Protocol servers in a secure and isolated execution environment with policy controls, runtime guardrails (via an embedded MCP gateway), audit logging and threat detection. MCP Cloud is offered as a cloud-hosted Service (the "Cloud Edition") and, as further described in Section D below, in an optional on-premise variant (the "On-Premise Edition").

B. Customer Personal Data Processed (Cloud Edition)

Customer Personal Data means all data, content, prompts, inputs, outputs, responses, telemetry, file contents, communications, credentials, configurations, endpoint or workstation data, logs, alerts, audit artifacts, and other materials submitted to, generated by, collected by, or otherwise processed by or on behalf of Customer through the Services, including any data processed by Customer’s AI systems, guardrail logic, agents, integrations, or third-party systems used with the Services, but excluding Usage Data.

C. Credentials Handling

Credentials submitted to MCP Cloud are safeguarded in a state-of-the-art proprietary token vault. The credentials are not written to plaintext logs, and are only accessible to Autonomous personnel through controlled break-glass procedures with audit logging.

D. On-Premise Edition

Where Customer deploys the On-Premise Edition of MCP Cloud, the data path described in Section B above is hosted within Customer's own environment, except that (i) policy configuration and management traffic is exchanged with Autonomous's cloud control plane, (ii) certain operational logs and audit records may be transmitted to Autonomous's cloud control plane in accordance with the Order Form, and (iii) license-validation, software update, and threat-intelligence-update traffic is exchanged with Autonomous's infrastructure. Customer Personal Data Processed by Autonomous in the On-Premise Edition is limited to the data described in clauses (i) through (iii) of this Section D; the bulk of application data remains within Customer's environment and is not Processed by Autonomous.

E. Customer Authorization to Connect

Customer represents and warrants that Customer has all necessary rights, permissions, and authorizations to connect, monitor, scan, or otherwise instrument each MCP server, agent, model, repository, SaaS account, cloud environment, or other third-party data source that Customer submits to MCP Cloud. See also Section 13.3 of the Addendum.

F. Retention

(i)   Tool name, tool-execution arguments, meta data and outputs Processed through MCP: retained for thirty (30) days by default, except where Customer has subscribed to extended retention or has elected ephemeral Processing.

(ii)  Tool-execution logs (security audit trail): retained for ninety (90) days by default, with extended-retention SKUs available.

(iii) Aggregated, deidentified threat-intelligence data may be retained for longer in accordance with Section 4.4 of the Addendum.