Data Processing Agreement

Last Updated: April 6, 2026

This Data Processing Agreement (“Agreement“) forms part of the Contract for Services (“Principal Agreement“) between Settle Solutions, Inc. (the “Company”) and any business or organization using the Company’s services (the “Customer”), (together as the “Parties”).

WHEREAS

(A) The Customer acts as a Data Controller.

(B) The Customer uses certain Services, which imply the processing of personal data, provided by the Company acting as a Data Processor.

(C) The Parties seek to implement a data processing agreement that complies with the requirements of the current legal framework in relation to data processing and with the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).

(D) The Parties wish to lay down their rights and obligations.

IT IS AGREED AS FOLLOWS:

1. Definitions and Interpretation

1.1 Unless otherwise defined herein, capitalized terms and expressions used in this Agreement shall have the following meaning:

1.1.1 “Agreement” means this Data Processing Agreement and all Schedules;

1.1.2 “Company Personal Data” means any Personal Data Processed by a Contracted Processor on behalf of Customer pursuant to or in connection with the Principal Agreement;

1.1.3 “Contracted Processor” means a Subprocessor;

1.1.4 “Data Protection Laws” means EU Data Protection Laws and, to the extent applicable, the data protection or privacy laws of any other country;

1.1.5 “EEA” means the European Economic Area;

1.1.6 “EU Data Protection Laws” means EU Directive 95/46/EC, as transposed into domestic legislation of each Member State and as amended, replaced or superseded from time to time, including by the GDPR and laws implementing or supplementing the GDPR;

1.1.7 “GDPR” means EU General Data Protection Regulation 2016/679;

1.1.8 “Data Transfer” means:

• 1.1.8.1 a transfer of Company Personal Data from the Customer to a Contracted Processor; or

• 1.1.8.2 an onward transfer of Company Personal Data from a Contracted Processor to a Subcontracted Processor, or between two establishments of a Contracted Processor, in each case, where such transfer would be prohibited by Data Protection Laws (or by the terms of data transfer agreements put in place to address the data transfer restrictions of Data Protection Laws);

1.1.9 “Services” means the services provided by the Company.

1.1.10 “Subprocessor” means any person appointed by or on behalf of Processor to process Personal Data on behalf of the Customer in connection with the Agreement.

1.2 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 Company Personal Data

2.1 Processor shall:

• 2.1.1 comply with all applicable Data Protection Laws in the Processing of Company Personal Data; and

• 2.1.2 not Process Company Personal Data other than on the Customer’s documented instructions.

2.2 The Customer instructs Processor to process Company Personal Data for the purpose of providing the Services.

3. Processor Personnel

Processor shall take reasonable steps to ensure the reliability of any employee, agent or contractor of any Contracted Processor who may have access to the Company Personal Data, ensuring in each case that access is strictly limited to those individuals who need to know / access the relevant Company 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 the Contracted Processor, ensuring that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.

4. Security

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

5. Subprocessing

5.1 Processor may appoint Subprocessors to process Company Personal Data, provided that such Subprocessors are subject to data protection obligations no less protective than those set out in this Agreement.

6. Data Subject Rights

6.1 Taking into account the nature of the Processing, Processor shall assist the Customer by implementing appropriate technical and organizational measures, insofar as this is possible, for the fulfillment of the Customer’s obligations to respond to requests to exercise Data Subject rights under the Data Protection Laws.

6.2 Processor shall:

• 6.2.1 promptly notify Customer if it receives a request from a Data Subject under any Data Protection Law in respect of Company Personal Data; and

• 6.2.2 ensure that it does not respond to that request except on the documented instructions of Customer or as required by Applicable Laws to which the Processor is subject, in which case Processor shall to the extent permitted by Applicable Laws inform Customer of that legal requirement before the Contracted Processor responds to the request.

7. Personal Data Breach

7.1 Processor shall notify Customer without undue delay upon becoming aware of a Personal Data Breach affecting Company 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 Processor 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

Processor shall provide reasonable assistance to the Customer with any data protection impact assessments, and prior consultations with Supervising 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, in each case solely in relation to Processing of Company Personal Data by, and taking into account the nature of the Processing and information available to, the Contracted Processors.

9. Deletion or return of Company Personal Data

9.1 Subject to this section 9, Processor shall delete Company Personal Data in accordance with the Principal Agreement and applicable laws upon cessation of the Services.

10. Audit rights

10.1 Subject to this section 10, Processor shall make available to the Customer on request all information necessary to demonstrate compliance with this Agreement, 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 Company Personal Data by the Contracted Processors.

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

11. Data Transfer

11.1 The Processor may transfer Company Personal Data in accordance with applicable Data Protection Laws, including through the use of appropriate safeguards such as standard contractual clauses where required.

12. General Terms

12.1 Confidentiality. Each Party must keep this Agreement and information it receives about the other Party and its business in connection with this Agreement (“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:

• (a) disclosure is required by law;

• (b) the relevant information is already in the public domain.

12.2 Notices. All notices and communications given under this Agreement must be in writing and will be sent by email to the contact address associated with the Customer’s account or to the Company’s designated legal contact at team@usesettle.com.

13. Governing Law and Jurisdiction

13.1 This Agreement is governed by the laws of the jurisdiction specified in the Company’s Terms of Service.

13.2 Any dispute arising in connection with this Agreement shall be subject to the jurisdiction specified in the Company’s Terms of Service.

International Data Transfer Addendum to the EU Commission Standard Contractual Clauses

VERSION B1.0, in force 21 March 2022 This Addendum has been issued by the Information Commissioner for Parties making Restricted Transfers. The Information Commissioner considers that it provides Appropriate Safeguards for Restricted Transfers when it is entered into as a legally binding contract.

Part 1: Tables

Table 1: Parties

Start date: The effective date of the Customer's subscription under the Settle Solutions, Inc. Terms of Service.

Exporter (who sends the Restricted Transfer)

• Parties' details:

  • Full legal name: The Customer, as defined in the Settle Terms of Service.

  • Main address: The billing address associated with the Customer's account.

  • Official registration number: As provided by the Customer during account registration.

• Key Contact:

  • Contact details including email: The email address of the primary account owner on file.

• Signature (if required for the purposes of Section 2): By using the Settle platform and agreeing to the Terms of Service, the Exporter agrees to this Addendum.

Importer (who receives the Restricted Transfer)

• Parties' details:

  • Full legal name: Settle Solutions, Inc.

  • Main address: 1486 Clay St, San Francisco, CA 94109

• Key Contact:

  • Contact details including email: team@usesettle.com

• Signature (if required for the purposes of Section 2): By providing the Settle platform, the Importer agrees to this Addendum.

Table 2: Selected SCCs, Modules and Selected Clauses

Addendum EU SCCs: The version of the Approved EU SCCs which this Addendum is appended to, detailed below, including the Appendix Information:

• Date: The effective date of the Customer's subscription.

• Reference: The Settle Solutions, Inc. Data Processing Agreement.

• Modules in effect: Module 2 (Controller to Processor).

Table 3: Appendix Information

"Appendix Information" means the information which must be provided for the selected modules as set out in the Appendix of the Approved EU SCCs (other than the Parties), and which for this Addendum is set out in:

• Annex 1A: List of Parties: As detailed in Table 1 above and Annex I of the Settle DPA.

• Annex 1B: Description of Transfer: As detailed in Annex I of the Settle DPA.

• Annex II: Technical and organizational measures including technical and organizational measures to ensure the security of the data: As detailed in Annex II of the Settle DPA.

• Annex III: List of Sub processors (Modules 2 and 3 only): As detailed in Annex III of the Settle DPA.

Table 4: Ending this Addendum when the Approved Addendum Changes

Which Parties may end this Addendum as set out in Section 19:

• [x] Importer

• [x] Exporter

• neither Party

Alternative Part 2 Mandatory Clauses:

• Mandatory Clauses: Part 2: Mandatory Clauses of the Approved Addendum, being the template Addendum B.1.0 issued by the ICO and laid before Parliament in accordance with s119A of the Data Protection Act 2018 on 2 February 2022, as it is revised under Section 18 of those Mandatory Clauses.