Be My Eyes Workplace Agreement This Be My Eyes Workplace Agreement (this “Agreement”) is a contract and binding legal agreement between Accessibly Inc., a Delaware corporation doing business as Be My Eyes (“Be My Eyes” or “we”), and the person and/or entity downloading and/or using Be My Eyes Workplace (“you,” “your,” or “Subscriber”). By clicking “Accept,” completing an Order Form, purchasing a subscription, registering for, or otherwise accessing our Services, you agree to be bound by the terms of this Agreement. Please note: This Agreement contains text that appears in bold face type for emphasis. For individuals using screen readers or other text-to-speech solutions to read this Agreement, we have identified the emphasized words or passages by placing two asterisks at the beginning and at the end of such text. 1.Definitions 1.1. “Authorized Users” means Subscriber’s employees, co-workers, contractors, and agents who are authorized by Subscriber to access and use the Services under the rights granted in this Agreement. 1.2. “Subscriber Data” means all data, content, and materials that Subscriber or Authorized Users submit, upload, or transmit to or through the Services. 1.3. “Order Form” means an ordering document or online order entered between Subscriber and Be My Eyes that specifies the Services to be provided under this Agreement. Each Order Form shall be deemed incorporated into and governed by this Agreement. 1.4. “Services” means the Be My Eyes Workplace platform and related services ordered by Subscriber on an Order Form, including: (a) Workplace AI for AI-powered visual assistance and audio descriptions; (b) Workplace Connect for routing visual assistance requests to colleagues; (c) Workplace Reader for accessibility analysis of documents and files; and (d) any related features that may be offered by Be My Eyes. 1.5. “Subscription” means Subscriber’s ability to access and use Services identified on an Order Form for the Subscription Term. 1.6. “Subscription Term” means the period during which Subscriber has purchased access to the Services as specified in the applicable Order Form. 1.7. “Usage Data” means aggregated, de-identified data regarding Subscriber’s use of the Services, including feature usage, performance metrics, and system interactions, but excluding Subscriber Data. 2. Subscription and License Subject to the terms of this Agreement and Subscriber’s payment of applicable fees: a. Be My Eyes will make the Services available to Subscriber during the Subscription Term; and b. Be My Eyes grants Subscriber a non-exclusive, non-transferable, non-sublicensable, limited worldwide license for the Subscription Term to: (a) download, copy and use an object code version of Be My Eyes’ mobile and desktop applications, and to access and use Be My Eyes’ web applications (collectively with the desktop applications, the “Be My Eyes Apps”); (b) access and use the Services via the Be My Eyes Apps solely for Subscriber’s internal business purposes; and (c) permit Subscriber’s authorized employees, co-workers, contractors, and agents (each an “Authorized User” and collectively the “Authorized Users”) to access and use the Services. 3. Use Restrictions Subscriber will not, and will not permit any Authorized User or third party to: a. use the Services for any purpose other than as expressly permitted by this Agreement; b. use the Services in any way that (i) violates any applicable law, (ii) infringes any third-party intellectual property or other rights; or (iii) is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable; c. copy, modify, create derivative works of, reverse engineer, decompile, or disassemble the Services or any component of them; d. access the Services to build a competitive product or service; e. license, sell, rent, lease, transfer, assign, distribute, or otherwise commercially exploit the Services; f. remove or obscure any proprietary notices on the Services; g. post or introduce any harmful data, virus, worm, or other harmful or malicious software code, agent, hidden procedure, routine or mechanism, to the Services; h. interfere with or disrupt the integrity or performance of the Services; or i. publicly disseminate performance information or analysis (including, without limitation, benchmarks) relating to the Services. 4. User Accounts and Security Subscriber is responsible for: (a) maintaining the confidentiality of all usernames and passwords; (b) all activities that occur under Subscriber’s accounts; and (c) ensuring that Authorized Users comply with this Agreement. Subscriber will promptly notify Be My Eyes of any unauthorized use of Subscriber’s accounts or any other breach of security. 5. Subscriber Responsibilities 5.1. Subscriber Data. Subscriber is solely responsible for the accuracy, quality, integrity, legality, and reliability of all Subscriber Data. Subscriber represents and warrants that it has all necessary rights to submit Subscriber Data to the Services and that such submission does not violate any applicable law or third-party rights. 5.2. Compliance. Subscriber must use the Services in compliance with all applicable laws and regulations, including data protection and privacy laws. Subscriber must obtain and maintain all necessary consents and authorizations for the collection, processing, and transmission of any personal data through the Services. 6. Proprietary Rights 6.1. Services Ownership. Be My Eyes and its licensors own and retain all right, title, and interest in and to (i) the Services; (ii) each component of the Services; (iii) Usage Data; and (iv) all copies, modifications, and derivative works of foregoing, in each case including without limitation all intellectual property and moral rights in every jurisdiction worldwide. Subscriber acknowledges that it is only granted a limited license to use the Services and acquires no ownership rights. 6.2. Subscriber Data Ownership. As between Be My Eyes and Subscriber, Subscriber owns and retains all right, title, and interest in and to Subscriber Data. Subscriber grants Be My Eyes a non-exclusive, worldwide, royalty-free license to use, copy, store, transmit, and display Subscriber Data solely to the extent necessary to provide the Services. 6.3. Usage Data. Be My Eyes may collect and use Usage Data to operate, maintain, improve, and support the Services, and for other business purposes. 6.4. Feedback. If Subscriber, including without limitation Authorized Users, provides Be My Eyes with any suggestions, ideas, comments, enhancement requests, or other feedback (“Feedback”), Subscriber agrees that Be My Eyes is free to use, disclose, reproduce, exploit, license, and distribute the Feedback provided to it as it sees fit and without restriction or obligation of any kind to Subscriber. 7. Fees and Billing 7.1. Subscription Fees. Subscription fees are billed in advance at the start of each term period. For monthly Subscriptions, fees are billed on the same day of each calendar month. For annual Subscriptions, fees are billed on the same day each year. You authorize Be My Eyes to charge your payment method on file at the then-current Subscription rate at the start of each Renewal Term. Charges may appear as “Accessibly Inc.” Be My Eyes reserves the right to change Subscription fees upon notice to you prior to the start of any Renewal Term, as set forth in Section 7.2. 7.2. Fee Changes. Be My Eyes reserves the right to change subscription fees at any time. For monthly subscribers, Be My Eyes will provide at least 30 days’ advance written notice of any fee change. For annual subscribers, Be My Eyes will provide at least 45 days’ advance written notice prior to the end of the then-current annual term. Continued use of the service after the effective date of a fee change constitutes your acceptance of the new fees. 8. Term and Termination 8.1. Subscription Term. Your initial Subscription term begins on the date you complete your online purchase and continues for the period you selected at checkout (either a monthly term or an annual term, as applicable, the “Initial Term”). At the end of the Initial Term, your Subscription will automatically renew for successive periods equal in length to the Initial Term (each a “Renewal Term,” and together with the Initial Term, the Subscription Term), unless either party provides notice of non-renewal in accordance with Section 8.2 or the Subscription is otherwise terminated pursuant to Section 8.4 or 8.5. 8.2. Cancellation and Non-Renewal. You may cancel your Subscription at any time by logging into your account and following the cancellation instructions, or by contacting Be My Eyes customer support at [email protected]. Cancellation takes effect as follows: a. Monthly Subscriptions: Your cancellation will take effect at the end of the then-current monthly billing period. You will retain access to the Subscription through the end of that period, after which you will no longer have access to our Services, and no further charges will be made. b. Annual Subscriptions: Your cancellation will take effect at the end of the then-current annual billing period. You will retain access to the Subscription through the end of that period, after which you will no longer have access to our Services, and no further charges will be mad. To avoid renewal charges, cancellation must be submitted at least 10 days prior to the end of the then-current annual term. 8.3. No Refunds. Except as expressly set forth in this Agreement or required by applicable law, Subscription fees are non-refundable and Be My Eyes does not provide credits or prorated refunds for partial Subscription Terms upon cancellation. 8.4. Termination for Cause by Be My Eyes. Be My Eyes may suspend or terminate your Subscription immediately upon written notice if: (i) you breach any material term of this Agreement and fail to cure such breach within 15 days after receiving written notice thereof (or immediately, without opportunity to cure, if the breach is not capable of being cured); (ii) you fail to pay any amount due and such failure continues for 5 days after notice; (iii) you engage in fraudulent, abusive, or illegal activity in connection with the service; or (iv) Be My Eyes is required to do so by applicable law or regulation. 8.5. Termination for Cause by You. You may terminate your Subscription for cause if Be My Eyes commits a material breach of this Agreement and fails to cure such breach within 30 days after receiving written notice from you describing the breach in reasonable detail. In the event of such termination for cause by you, Be My Eyes will refund a prorated portion of any prepaid but unused Subscription fees for the remainder of the then-current term. 8.6. Effect of Termination. Upon expiration or termination of your Subscription for any reason: (a) your right to access and use the service will immediately cease (or, in the case of cancellation pursuant to Section 8.2, will cease at the end of the applicable billing period); (b) Be My Eyes may, in its discretion, delete your account data in accordance with its data retention policies; and (c) Agreement Sections 5.1, 6, 9, 10.5, 11.4, 12.2, 12.3, 13, 14, and this survival clause will survive termination of this Agreement for any reason. 9. Confidentiality 9.1. Definition. “Confidential Information” means all information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure, including without limitation or need for marking: (a) for Be My Eyes: the Services and any non-public technical or business information; and (b) for Subscriber: Subscriber Data and non-public technical or business information. 9.2. Protection. The Receiving Party will: (a) protect the confidentiality of Confidential Information using the same degree of care it uses for its own confidential information, but no less than reasonable care; (b) not use Confidential Information except as permitted by this Agreement; and (c) not disclose Confidential Information to third parties except to employees, contractors, and advisors who have a legitimate need to know and are bound by confidentiality obligations at least as protective as this Agreement. 9.3. Exceptions. Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was rightfully known to the Receiving Party without restriction before receipt from the Disclosing Party; (c) is rightfully disclosed to the Receiving Party by a third party without restriction; or (d) is independently developed by the Receiving Party without use of the Confidential Information. 9.4. Required Disclosure. If the Receiving Party is compelled by law to disclose Confidential Information, it will give the Disclosing Party prior notice and reasonable assistance in seeking a protective order, unless such notice is prohibited by law. 9.5. Equitable Relief. The Receiving Party acknowledges that remedies at law may be inadequate to protect the Disclosing Party against any actual or threatened disclosure of Confidential Information by the Receiving Party or its representatives and, without prejudice to any other rights and remedies otherwise available to the Disclosing Party, Receiving Party agrees to the granting of injunctive or other equitable relief in the Disclosing Party’s favor preventing disclosure, without proof of actual damages or the requirement of posting a bond or other security. 10. Data Protection and Security 10.1. Security Measures. Be My Eyes will implement and maintain appropriate technical and organizational measures designed to protect Subscriber Data from unauthorized access, use, disclosure, alteration, or destruction, including: (a) encryption of data in transit using TLS 1.2 or higher; (b) encryption of data at rest; (c) logical access controls and authentication mechanisms; and (d) security logging and monitoring. 10.2. Certifications and Standards. Be My Eyes maintains a comprehensive information and data security program aligned with SOC 2 standards designed to protect the confidentiality, integrity, and availability of user information. Be My Eyes will provide Subscriber with copies of relevant certifications upon reasonable request and subject to applicable confidentiality obligations. 10.3. Data Processing. To the extent Subscriber Data includes personal data subject to data protection laws (including GDPR, UK GDPR, CCPA, or other applicable privacy regulations), the parties agree to the Data Processing Addendum that is included below as Exhibit A and incorporated into this Agreement by this reference. 10.4. AI Services. Be My Eyes’ obligations with respect to AI-powered features of the Services are set forth in Section 11 (Artificial Intelligence Terms). 10.5. Security Incidents. Be My Eyes will notify Subscriber without undue delay after becoming aware of any unauthorized access to or acquisition of Subscriber Data that compromises the security or privacy of such data (“Security Incident”). Be My Eyes will investigate the Security Incident and provide Subscriber with reasonable information and cooperation regarding the incident. 11. Artificial Intelligence Terms 11.1. Scope. This Section 11 governs Be My Eyes’ obligations and Subscriber’s responsibilities with respect to all AI-powered features of the Services, including Workplace AI and all AI-assisted functions within Be My Eyes Workplace (collectively, “AI Services”). In the event of any conflict between this Section 11 and another provision of this Agreement with respect to AI Services, this Section 11 controls. 11.2. No Training on Subscriber Data. Be My Eyes will not use Subscriber Data or the content of any AI Services session to train, fine-tune, or improve any AI or machine learning model, whether operated by Be My Eyes or a third-party AI supplier. Be My Eyes will ensure that its agreements with AI model suppliers (including, without limitation, any large language model providers) contractually prohibit those suppliers from using Subscriber Data submitted through the Services for model training purposes. 11.3. AI Output Limitations. The AI Services use probabilistic models that may generate outputs that are inaccurate, incomplete, outdated, biased, or otherwise unsuitable for the intended purpose. Be My Eyes makes no representation or warranty regarding the accuracy, reliability, fitness for purpose, or completeness of any AI-generated output. Subscriber acknowledges and agrees that: (a) AI outputs are generated automatically and are not reviewed or verified by Be My Eyes prior to delivery to the Authorized User; (b) AI outputs may vary for identical or similar inputs due to the inherent non-deterministic nature of AI models; and (c) the accuracy and quality of AI outputs may be affected by changes to underlying third-party AI models, which Be My Eyes may update from time to time to maintain or improve the Services. 11.4. Subscriber’s Responsibilities for AI Use. Subscriber is solely responsible for: (a) ensuring that Authorized Users understand the limitations of AI-generated outputs described in Section 11.3 and do not treat those outputs as authoritative without independent verification; (b) establishing and communicating internal policies governing Authorized Users’ appropriate use and validation of AI outputs in the context of their specific job functions; (c) ensuring that AI outputs are not used as the sole or primary basis for any decision that may materially affect the rights, employment status, disability accommodations, or working conditions of any individual; and (d) complying with all applicable laws governing automated decision-making and profiling, including without limitation Article 22 of the GDPR and any analogous obligations under applicable law. 11.5. Prohibited AI Uses. Subscriber will not, and will not permit any Authorized User to, use the AI Services to: (a) generate content that is unlawful, discriminatory, or in violation of any applicable accessibility, employment, or anti-discrimination law; (b) attempt to reverse engineer, extract, or reconstruct any underlying AI model or its training data; (c) systematically probe, test, or benchmark the AI Services for purposes of competitive intelligence or to build a competing product; or (d) submit inputs designed to cause the AI model to produce harmful, misleading, or non-consensual outputs (commonly referred to as “jailbreaking” or “prompt injection”). 11.6. Third-Party AI Providers. The AI Services are powered in part by third-party AI model providers (“AI Providers”). A current list of AI Providers is available at trust.bemyeyes.com and will be updated as providers change. Subscriber Data processed through AI Providers is subject to the Sub-processor provisions of the DPA (Exhibit A). 11.7. AI Model Updates. Be My Eyes may update the AI models powering the AI Services from time to time to maintain, improve, or ensure the security of the Services. Be My Eyes will use reasonable efforts to maintain or improve AI output quality with each update. Subscriber acknowledges that some variation in AI output quality may occur following model updates and that such variation, absent a sustained and material degradation in service, does not constitute a breach of this Agreement. 11.8. Regulatory Compliance. Each party is responsible for its own compliance with applicable laws governing AI and automated decision-making systems, including without limitation the EU AI Act, the UK AI governance framework, and any U.S. federal or state AI transparency or accountability requirements, as applicable to its role in the provision or use of the AI Services. Be My Eyes will provide reasonable cooperation to assist Subscriber in meeting its regulatory obligations with respect to AI Services, including by making available documentation describing the technical operation of the AI Services upon reasonable request and subject to applicable confidentiality obligations. 12. Warranties and Disclaimers 12.1. Mutual Warranties. Each party represents and warrants that: (a) it has full power and authority to enter into this Agreement; (b) this Agreement constitutes a legal, valid, and binding obligation; (c) its performance under this Agreement will not violate any other agreement to which it is a party; and (d) it will comply with all applicable law. 12.2. AI Disclaimer. Subscriber acknowledges that Workplace AI and other AI-powered features of the Services use artificial intelligence and machine learning models that may produce inaccurate, incomplete, or inappropriate outputs. Be My Eyes does not warrant the accuracy, reliability, or completeness of any AI-generated content or output. Subscriber is solely responsible for reviewing and validating all AI outputs before relying upon them, and must not use AI outputs as the sole basis for any decision that may materially affect the rights, employment, or accessibility accommodations of any individual. The AI Terms in Section 11 apply to all AI-powered features of the Services. Disclaimer. ** Except as expressly set forth in this Section 12, the Services are provided “as is” and “as available.” Be My Eyes disclaims all other warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Be My Eyes does not warrant that the services will be uninterrupted, error-free, or completely secure. Some states and jurisdictions do not allow for all the foregoing limitations on implied warranties, so to that extent, if any, some or all of the above limitations may not apply. ** Subscriber’s ability to use the Services is dependent on the functionality of the device(s) that Subscriber and Authorized Users use to access Services, as well as the availability and coverage of wireless networks, telecommunications networks and the internet, all of which involve facilities manufactured, owned and/or operated by third parties. Subscriber’s use of third-party platforms (including without limitation Windows, iOS, MacOS, and Android) is subject to the applicable third-party terms and conditions. ** Be My Eyes is not responsible for the operation, availability or failure of any third-party devices, platforms, systems or facilities, including without limitation those required to use the Services. ** 13. Limitation of Liability 13.1. Liability Cap and Exclusion of Consequential Damages. ** Except for a party’s violation of Section 3 (Use Restrictions) or a breach of Section 9 (Confidentiality): in no event will either party be liable to the other for any indirect, incidental, consequential, special, exemplary, or punitive damages, including lost profits, lost revenue, loss of data, or loss of business opportunity, whether in an action in contract, tort, strict liability, or otherwise, even if such party has been advised of the possibility of such damages; and each party’s total cumulative liability arising out of or related to this agreement will not exceed USD $100. The preceding limitations of liability do not apply to liabilities that cannot be excluded or limited by applicable laws. ** 13.2. Basis of the Bargain. The parties acknowledge that the limitations of liability in this Section 13 are an essential basis of the bargain and that Be My Eyes would not provide the Services without such limitations. 14. General Provisions 14.1. Governing Law and Jurisdiction. This Agreement is governed by the laws of the State of California and the United States, without regard to conflict of laws principles. The parties expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods. 14.2. Dispute Resolution. Any dispute arising out of or relating to this Agreement will be resolved as follows: (a) the party raising the dispute must provide the other party with written notice of the dispute, and the parties will first attempt to resolve the dispute through good faith negotiations; (b) if not resolved within thirty (30) days, either party may initiate binding arbitration in Santa Clara County, California under the Commercial Arbitration Rules of the American Arbitration Association. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction. Notwithstanding the foregoing, a party may file an action in any court with jurisdiction and venue if the action is one to enforce confidentiality obligations or intellectual property rights, or if the action is an equitable action to prevent imminent and irreparable harm with no adequate remedy at law. 14.3. Export Compliance. Subscriber will comply with all applicable export and import control laws and regulations in its use of the Services. Subscriber represents that it is not on any U.S. government list of prohibited or restricted parties. 14.4. Force Majeure. Neither party will be liable for any delay or failure to perform due to causes beyond its reasonable control, including acts of God, natural disasters, terrorism, riots, war, government action, internet or utility failures, or labor disputes (“Force Majeure Event“). The affected party will use commercially reasonable efforts to mitigate the effects of the Force Majeure Event. 14.5. Notices. All notices under this Agreement must be in writing and will be deemed given when delivered personally, sent by confirmed facsimile or email, or three (3) business days after being sent by certified mail, return receipt requested. Notices to Be My Eyes must be sent to: Accessibly Inc., Attn: Legal Department, 1111B S Governors Ave., Suite 21691, Dover, DE 19904, [email protected]. Notices to Subscriber will be sent to the address on the Order Form. 14.6. Entire Agreement. This Agreement, including its exhibits, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements, communications, and understandings, whether written or oral. No terms on Subscriber’s purchase order or other business form will apply. 14.7. Miscellaneous. No supplement, modification, or amendment of this Agreement will be binding, unless executed in writing by a duly authorized representative of each party to this Agreement. No waiver of any provision of this Agreement will be effective unless in writing and signed by the waiving party. If any provision is found unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force. The parties to this Agreement are independent contractors. This Agreement does not create any partnership, joint venture, agency, franchise, or employment relationship. EXHIBIT A DATA PROCESSING ADDENDUM This Data Processing Addendum (“DPA“) supplements and forms part of the Be My Eyes Workplace Software-as-a-Service Agreement (“Agreement“) between Subscriber and Be My Eyes. This DPA applies to the extent that Be My Eyes processes Personal Data (as defined below) on behalf of Subscriber while providing the Services. 1. DEFINITIONS For purposes of this DPA: 1.1 “Data Protection Laws” means all applicable laws and regulations relating to the processing of Personal Data, including without limitation the EU General Data Protection Regulation 2016/679 (“GDPR”), the UK GDPR, the California Consumer Privacy Act (“CCPA”), and any other applicable privacy or data protection laws. 1.2 “Personal Data” means any Subscriber Data that constitutes personal data, personal information, or personally identifiable information as defined under applicable Data Protection Laws. 1.3 “Process” or “Processing” means any operation performed on Personal Data, including collection, recording, organization, storage, use, disclosure, deletion, or destruction. 1.4 “Controller,” “Processor,” “Data Subject,” “Sub-processor” and other terms have the meanings given to them in applicable Data Protection Laws. 1.5 ““Controller-to-Processor SCCs” means the Standard Contractual Clauses (Processors) in the Annex to the European Commission Implementing Decision on standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council, as may be amended or replaced from time to time by the European Commission. 2. SCOPE AND ROLES 2.1 Subscriber is the Controller of Personal Data, and Be My Eyes is the Processor. Be My Eyes will Process Personal Data only on behalf of and in accordance with Subscriber’s documented instructions. 2.2 The subject matter, duration, nature, and purpose of Processing, and the types of Personal Data and categories of Data Subjects, are described in Appendix 1 to this DPA. 3. BE MY EYES’ OBLIGATIONS 3.1 Instructions. Be My Eyes will Process Personal Data only in accordance with Subscriber’s documented instructions unless required by applicable law. If Be My Eyes is required by law to Process Personal Data in a manner inconsistent with Subscriber’s instructions, Be My Eyes will inform Subscriber of such requirement unless prohibited by law. 3.2 Confidentiality. Be My Eyes will ensure that persons authorized to Process Personal Data are subject to appropriate confidentiality obligations. 3.3 Security. Be My Eyes will implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk, as described in Section 10 of the Agreement. 3.4 Sub-processors. Subscriber consents to Be My Eyes’ use of Sub-processors listed at trust.bemyeyes.com. Be My Eyes will: (a) impose data protection obligations on Sub-processors that are no less protective than this DPA; (b) remain liable for Sub-processors’ performance; and (c) provide at least thirty (30) days’ notice of new Sub-processors via the website, during which time Subscriber may object on reasonable data protection grounds. 3.5 Data Subject Rights. Be My Eyes will, to the extent legally permitted, promptly notify Subscriber if it receives a request from a Data Subject. Be My Eyes will provide reasonable assistance to Subscriber in responding to Data Subject requests, taking into account the nature of Processing. 3.6 Security Incidents. Be My Eyes will notify Subscriber without undue delay after becoming aware of a Security Incident affecting Personal Data and will provide reasonable cooperation and assistance regarding the incident. 3.7 Deletion or Return. Upon termination or expiration of the Agreement, Be My Eyes will delete or return all Personal Data to Subscriber as instructed, except where retention is required by applicable law. 3.8 Audit Rights. Be My Eyes will make available to Subscriber information necessary to demonstrate compliance with this DPA and allow for and contribute to audits. Subscriber may conduct an audit once per year upon thirty (30) days’ written notice, subject to reasonable confidentiality obligations and at Subscriber’s expense. 4. INTERNATIONAL TRANSFERS 4.1 Subscriber acknowledges and agrees that Be My Eyes may access and Process Personal Data on a global basis as necessary to provide the Services in accordance with the Agreement, and that Personal Data collected outside of the United States will be transferred to and Processed by Be My Eyes in the United States. To the extent required by applicable Data Protection Laws, Be My Eyes will implement appropriate safeguards for all such transfers. For European Personal Data, Be My Eyes further agrees that it will (i) use and abide by the form of the Controller-to-Processor SCCs or (ii) provide at least the same level of privacy protection for European Personal Data as required under the U.S. Data Privacy Framework. If such data transfers rely on Controller-to-Processor SCCs to enable the lawful transfer of European Personal Data, as set forth in the preceding sentence, the parties agree that Data Subjects for whom Be My Eyes Processes European Personal Data are third-party beneficiaries under the Controller-to- Processor SCCs. If Be My Eyes is unable or becomes unable to comply with these requirements, then (a) Be My Eyes shall notify Subscriber of such inability and (b) any movement of European Personal Data to a non-EU country requires the prior written consent of Subscriber. 5. LIMITATION OF LIABILITY Each party’s total liability arising out of or related to this DPA will be subject to the limitations of liability set forth in Section 13 of the Agreement. APPENDIX 1 – DETAILS OF PROCESSING Subject Matter: Provision of Be My Eyes Workplace platform and services. Duration: For the duration of the Agreement and applicable Subscription Terms. Nature and Purpose: Processing of Personal Data to provide accessibility services, AI-powered visual assistance, document analysis, and related enterprise features as described in the Agreement. Types of Personal Data: May include employee names, email addresses, user identifiers, images or visual content submitted for accessibility analysis, audio content, and other data provided by Subscriber through the Services. Categories of Data Subjects: Subscriber’s employees, contractors, and authorized users of the Services.
