EU DATA ACT ADDENDUM

This EU Data Act Addendum (“Addendum”) supplements and forms an integral part of Atera’s terms of use (“Agreement”) between Atera Networks Ltd (“Atera”, “We”, “Us”) and the customer identified in the Agreement (“You”).

WHEREAS, Atera provides certain Data Processing Services (as defined below) to you; and

WHEREAS, the Parties wish to apply this Addendum to requests by a European customer for switching services or deleting data, in accordance with Regulation (EU) 2023/2854 of the European Parliament and Council, dated 13 December 2023, concerning harmonized rules on fair access to and use of data (the “EU Data Act”). Capitalized terms not defined herein have the meanings in the Agreement or, where applicable, the EU Data Act. NOW THEREFORE, the Parties agree as follows:

1. SCOPE AND INITIATION OF SWITCHING
   1. Applicability. This Addendum applies solely to customers established in the European Union and solely with respect to Services that qualify as Data Processing Services under the EU Data Act.
   2. Information on Switching. Atera hereby provides you with information on available procedures for Switching and porting to the data processing service, which is available here. This information may be updated from time to time. 
   3. Switching Notice. You may initiate Switching by providing written notice to Atera (“Switching Notice”) through Atera’s standard support means. The Switching Notice must specify: (i) the Data Processing Services to be switched; (ii) whether you intend to switch to a different provider, to on-premises ICT infrastructure, or erase Exportable Data and Digital Assets; and (iii) the desired start date for the Transitional Period (as defined below). 
   4. Notice Period. The Switching Notice must be provided at least two (2) months prior to the commencement of the Switching. Upon its receipt by Atera, Switching Notices may only be modified or rescinded with Atera’s written consent.
2. THE SWITCHING 
   1. Atera Obligations. During the Switching, Atera shall use commercially reasonable efforts to:
      1. Provide reasonable assistance to you and third parties authorized by you to facilitate Switching. Atera provides self-serve application programming interfaces or other tooling via which clients may retrieve and/or erase Exportable Data and Digital Assets;
      2. Act with due care to maintain business continuity and continue providing the functions or services under the Agreement;
      3. Ensure a high level of security is maintained throughout Switching, particularly regarding data transfer. To the maximum extent permitted by law, Atera is not responsible for security measures, policies, or elements outside its control (such as other providers’, your own, or third parties’ security), consequences of Switching, or any uses of your data following Switching;
      4. Provide information on known risks to continuity in the provision of the services; and
      5. Support your reasonable and lawful exit strategy relevant to the contracted services, including by providing all relevant information. 
      6. Notwithstanding anything to the contrary, to the maximum extent permitted by law, Atera shall not be required to carry out any action pursuant to the EU Data Act, or perform this Addendum, in a way that could compromise Atera’s or Atera’s intellectual property or proprietary rights. Without limitation, Atera shall be allowed to refuse assistance to third parties if this assistance could result in exposing Atera’s intellectual property or proprietary rights. For clarity, Atera shall not be required to develop new technologies or services or disclose or transfer digital assets that are protected by intellectual property rights or that constitute a trade secret, to a customer or to a different provider of data processing services or compromise the customer’s or provider’s security and integrity of service. Moreover, the obligations laid down in Article 23, point (d), Article 29, and Article 30(1) and (3) of the EU Data Act shall not apply to data processing services of which the majority of main features has been custom-built to accommodate the specific needs of an individual customer or where all components have been developed for the purposes of an individual customer, and where those data processing services are not offered at broad commercial scale via the service catalogue of the provider of data processing services. Furthermore, the obligations laid down in Chapter VI of the EU Data Act shall not apply to data processing services provided as a non-production version for testing and evaluation purposes and for a limited period of time.
      7. Where applicable, Atera may provide information to you on data processing services involving highly complex or costly switching or where switching is impossible without significant interference in data, digital assets, or service architecture.
   2. Transitional Period. 
      Atera shall facilitate the Switching process within a transitional period, which shall be initiated immediately after the expiration of the Notice Period. Atera shall use reasonable efforts to facilitate the completion of the Switching within thirty (30) days. If Atera determines that Switching within a thirty (30) day period is unfeasible due to technical or other obstacles or reasons, Atera shall notify you within fourteen (14) working days of the Switching Notice. Such notice shall duly justify the technical unfeasibility or reasons and indicate an alternative Transitional Period, which shall not exceed seven (7) months. You shall have the right to ask for an alternative Transitional Period that is reasonably appropriate under the circumstances, at the time of the request, which shall not exceed seven (7) months (which shall not exceed the rest of the term of the Agreement) and Atera shall use reasonable efforts to comply with such your request. “Transitional Period” means the period during which Atera shall continue to provide the Data Processing Services to facilitate Switching, as defined in this Addendum. 
   3. Your Obligations.
      1. Import Responsibility. You are solely responsible for extracting, importing, and implementing Exportable Data and Digital Assets into your own or your new service provider’s systems. 
      2. IP Protection. You and your authorized third parties (including new service providers) must respect Atera’s intellectual property rights and confidentiality of any materials, tools, or data provided by Atera during the Switching process. Atera’s confidential information or trade secrets to a third party is strictly prohibited without Atera’s prior written approval.
3. DATA RETRIEVAL AND ERASURE
   1. Retrieval Period. Following the termination of the Transitional Period, Atera shall allow you a period of thirty (30) calendar days to retrieve all Exportable Data and Digital Assets (“Retrieval Period”).
   2. Format. If you do not otherwise have access to your Exportable Data, Atera shall make it available to you in a structured, commonly used, and machine-readable format as described in the documentation.
   3. Erasure. After the expiry of the Retrieval Period, Atera shall ensure the full erasure of all Exportable Data and Digital Assets generated directly by you, provided that the Switching has been completed successfully.
   4. Disclaimer. Subject to Atera’s obligation to make Exportable Data and Digital Assets available in the format specified hereunder, all Exportable Data and Digital Assets are provided on an “AS IS” basis. Atera makes no representation or warranty regarding the accuracy, completeness, or integrity of the content of the Exportable Data and Digital Assets (which is generated by you), nor does Atera warrant that the Exportable Data and Digital Assets will be compatible with or easily imported into any specific third-party system or infrastructure.
4. CHARGES AND FEES
   1. Standard Service Fees. During the Switching Notice, Transitional Period, and Retrieval Period, you shall continue to pay the standard service fees in the Agreement for use of the Services.
   2. Switching Charges. For Switching Notices submitted prior to 12 January 2027, Atera shall be entitled to invoice you for reasonable switching charges in accordance with the provisions of the Agreement and/or this Addendum. The Parties acknowledge and agree that this fee does not exceed the costs incurred by Atera that are directly linked to the Switching process. At the signature date, the reduced Switching Charges are estimated at €250 per hour.
   3. Due date invoices. Early Termination Adjustment. In case of early termination as described herein, (a) you will not receive or be issued a refund for unused, prepaid portions of the applicable Subscription Term, and all outstanding amounts invoiced and not yet paid shall become immediately due and payable on the earlier of their original due date or the effective date of termination; (b) the full remaining balance of the committed and un-invoiced Fees (including Fees for third party Services) under any Order Form shall become immediately due and payable as of the effective date of termination; and (c) all invoiced and un-invoiced Fees for Robin shall be immediately due for the remainder of the Subscription Term (and any other committed terms under any Order Form) based on the higher of: (i) the number of Robin Subscriptions set forth in the Order Form; or (ii) the actual number of Contacts recorded during the calendar quarter immediately preceding the termination (“Early Termination Adjustment”). The Early Termination Adjustment shall constitute a fair and proportionate fee adjustment. Atera may issue an invoice for the Early Termination Adjustment upon termination, and you shall pay such amount within 30 days of receipt. This adjustment shall not limit your right to terminate the Agreement but ensures an equitable recalculation of fees based on commitment duration.
   4. Offset. To the maximum extent permitted by law, in addition to other rights or remedies, Atera shall have the right to offset any amounts owed by you to Atera under this Addendum, including any Early Termination Adjustment or other unpaid fees, against any credits, refunds, or other amounts payable by Atera to you under the Agreement. Atera’s exercise of its offset right shall not limit or waive any other rights or remedies at law or in equity.
5. TERMINATION
   1. The Agreement regarding the specific Data Processing Services subject to the Switching Notice shall be considered terminated upon the later of:
      1. The successful completion of the Switching; or
      2. The end of the Notice Period, where you do not wish to switch but only to erase its Exportable Data and Digital Assets upon service termination.
   2. Termination under this Addendum shall not relieve you of the obligation to pay any due fees accrued in the Agreement, during the Transitional Period, and the Early Termination Adjustment. Note that Third Party Services shall not be available and shall be terminated if Atera’s Subscriptions are terminated under this Addendum.
6. MISCELLANEOUS
   1. Conflict. In the event of any conflict between the provisions of this Addendum and the Agreement, the provisions of this Addendum shall prevail solely with respect to the subject matter herein. Nothing in this Addendum, nor any action taken in accordance with it, except as strictly specified herein, shall be deemed to amend, modify, or otherwise affect the obligations of the Parties under the Agreement.
   2. Updates. Atera may update this Addendum, including the technical details regarding Switching, data formats, and open interfaces in accordance with the Modifications terms of the Agreement or by updating the relevant documentation.
   3. Indemnification. You shall indemnify, defend, and hold harmless Atera, its affiliates, and their respective officers, directors, employees, and agents from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with: (a) any breach by you of this Addendum or the Agreement or the EU Data Act or the actions or omissions of your authorized third parties (including any new service provider engaged by you); (b) any failure by you to pay any applicable fees, charges, or amounts due under the Agreement or this Addendum, including any Switching Charges or Early Termination Adjustment; (c) any claim alleging that the extraction, transfer, or import of Exportable Data or Digital Assets during the Switching infringes the intellectual property rights, trade secrets, or confidentiality obligations of Atera or any other rights of any third party; (d) any damage, corruption, or loss of data occurring after the Exportable Data or Digital Assets have been made available by Atera in accordance with this Addendum; or (e) any failure by you or your authorized third parties to comply with applicable data protection, cybersecurity, or export control laws in connection with the Switching.