Software-as-a-Service Agreement

Annex A: Fair Use Policy

This Fair Use Policy governs the appropriate use of the software-as-a-service services (“Services”) provided by Square8 Technologies AG (hereinafter “Square8”). It is intended to protect the integrity, security, and availability of the Services and to ensure fair usage by all customers.

Permitted Use

The Customer is entitled to use the Services exclusively for lawful and security-related purposes. Permitted uses include in particular:

• granting AI Workers access to the systems, tools, and data of the Customer, or of entities for which the Customer is legally authorized to grant such access,
• configuring AI Workers to perform the tasks and responsibilities defined for their assigned role within the granted scope of access,
• using the audit trail, reporting, and human sign-off features to review and approve AI Worker actions.

Prohibited Use

The Customer is prohibited from using the Services in particular:

• in violation of applicable laws, regulatory orders, or the rights of third parties,
• on systems, networks, or data belonging to third parties without appropriate authorization,
• to intentionally damage, disrupt, or overload IT systems or networks,
• to distribute malware or malicious code,
• in any manner that could impair the security, stability, or availability of the Square8 platform,
• to engage in Prompt Injection, or to otherwise embed, transmit, or introduce hidden, disguised, or adversarial instructions into content, data, or third-party sources processed by the Services with the intent to manipulate, override, or bypass the AI Worker’s intended behavior or security controls.

Fair Use and Resource Consumption

The use of the Services is subject to the principle of fair and proportionate use. This includes in particular:

• a reasonable number of tasks and system integrations per AI Worker, relative to the subscribed service scope,
• a reasonable volume of AI Worker actions and tool/API calls per AI Worker, relative to the subscribed service scope,
• refraining from automated or mass usage of the platform outside the AI Worker’s intended role and purpose.

For the avoidance of doubt, what constitutes a “reasonable” number or volume under this section is assessed per AI Worker and reflects the scope of an individual human role that the AI Worker replaces, and not an entire human team or department. The number of AI Workers made available to the Customer is defined in the Order Form.

Square8 is entitled to define usage-based benchmarks or limits depending on the subscription, product, or individual agreement.

Monitoring and Measures

Square8 is entitled to monitor the use of the Services to a reasonable extent in order to ensure compliance with this Fair Use Policy. In the event of violations or reasonable suspicion of misuse, Square8 may:

• inform the Customer and request an adjustment of usage,
• temporarily restrict certain functions,
• suspend or terminate access to the Services in whole or in part in the case of serious or repeated violations.

Responsibility of the Customer

The Customer is responsible for ensuring that:

• it holds all necessary rights and authorizations required to use the Services,
• internal and legally required approvals (e.g., IT approvals, data protection approvals, labor-law related participation requirements) have been obtained,
• affected employees have been informed to the extent required by applicable law.

Changes to the Fair Use Policy

Square8 reserves the right to amend this Fair Use Policy if necessary for legal, technical, or operational reasons. Changes will be communicated to the Customer in an appropriate manner and shall be deemed accepted if the Customer continues to use the Services after the changes come into effect.

Annex B: Data Processing Addendum (DPA)

Definitions and Interpretation

Unless otherwise defined herein, the following terms used in this Data Processing Addendum (“DPA”) shall have the following meaning:

“Data Protection Laws” means the GDPR, the UK GDPR, and the Swiss Federal Act on Data Protection (“FADP”), each as applicable.

“EEA” means the European Economic Area (EU Member States, Liechtenstein, Iceland, and Norway).

“Personal Data Breach” has the meaning given to it under the GDPR, the UK GDPR, or the FADP (data security breach), as applicable.

“Sub-Processor” means any third party engaged by or on behalf of Square8 to process the Customer’s personal data in connection with the Agreement.

Otherwise, Article 4 No. 1 GDPR applies; in particular, the terms “Controller”, “Processor”, “Data Subject”, and “Processing” shall be interpreted in accordance with the GDPR, the UK GDPR, and the FADP, as applicable.

Scope and Provisions

This DPA between Square8 and the Customer, each as defined in the SaaS Agreement, concerns the processing of personal data by Square8 pursuant to Article 28(3) GDPR, Article 28(3) UK GDPR, or Article 9(1) FADP, as applicable, in connection with the Agreement pursuant to Section 1.1 of the SaaS Agreement.

The Customer is the Controller within the meaning of Article 4(7) GDPR, Article 4(7) UK GDPR, and Article 5(j) FADP.

Square8 is the Processor within the meaning of Article 4(8) GDPR, Article 4(8) UK GDPR, and Article 5(k) FADP.

Under the Agreement, the Customer engages Square8 as Processor within the meaning of Article 4(8) GDPR, Article 4(8) UK GDPR, and Article 5(k) FADP.

Both parties acknowledge their obligations under the Data Protection Laws and agree to comply with them.

Processing of Personal Data

Square8 undertakes to:

• comply with the GDPR, UK GDPR, and FADP, as applicable, in relation to the processing of the Customer’s personal data;
• process the Customer’s personal data solely for the purpose of fulfilling the Agreement, in particular for providing, operating, and optimizing the platform, services, and implementation as well as maintaining the customer relationship with Square8, and only in accordance with the Customer’s documented instructions;
• use artificial intelligence (AI) to perform the tasks assigned to each AI Worker’s role. AI Workers act only within the access rights, guardrails, and human sign-off gates configured by the Customer, and any AI-assisted action on a sensitive matter remains subject to the Customer’s configured approval requirements.

The Customer:

• has the right at any time to issue instructions regarding the processing of personal data by Square8. Instructions must be given in writing; an email to Square8’s Data Protection Officer or privacy contact (dpo@square8.ai) is sufficient. If Square8 believes that an instruction violates applicable data protection laws, Square8 shall inform the Customer without undue delay and may suspend implementation of the instruction until it is confirmed or modified by the Customer.

For clarification: if Square8 is required by applicable law to process the Customer’s personal data and such obligation conflicts with the Customer’s instructions, Square8 shall inform the Customer where permitted by law.

The Customer is responsible for ensuring that the personal data processed by Square8 has been collected, processed, and transmitted in compliance with applicable data protection laws.

The purpose of the processing is the provision of the services defined in the Agreement, including implementation by Square8 or a partner, the subsequent operation of the platform for and by the Customer, and the provision of further services agreed in the Order Form.

The duration of processing corresponds to the duration of the services provided under the Agreement, including potential storage for archiving purposes upon the Customer’s request.

The categories of personal data processed depend on the specific contractual relationship and the Square8 products/modules used by the Customer.

These categories are listed in Annex C of the SaaS Agreement.

The categories of data subjects include employees of the Customer or authorized entities of the Customer.

Processing activities by Square8 include all activities necessary to perform the Agreement and manage the customer relationship, including collection, recording, organization, structuring, storage, adaptation, retrieval, consultation, use, alignment, restriction, deletion, or destruction.

Square8 implements appropriate measures to ensure the reliability of personnel with access to personal data, including screening procedures and regular training, including annual security awareness training.

All Square8 employees sign confidentiality agreements.

Where required by applicable law, Square8 appoints an internal Data Protection Officer or privacy contact, reachable at dpo@square8.ai.

Security

Taking into account the state of the art, implementation costs, the nature, scope, context, and purposes of processing, as well as risks of varying likelihood and severity, Square8 has implemented appropriate technical and organizational measures to ensure a level of security appropriate to the risk.

These measures include those referred to in Article 32 GDPR, Article 32 UK GDPR, and Article 8 FADP.

Details are described in the Technical and Organizational Measures (TOMs) in Annex E.

Sub-Processors

The Customer expressly agrees to the Sub-Processors listed in Annex D.

Square8 will notify the Customer at least two weeks before engaging new or replacement Sub-Processors.

If no objection is raised within this period, the Sub-Processor is deemed approved.

Square8 has concluded data processing agreements with all Sub-Processors in accordance with Article 28 GDPR and equivalent provisions.

These agreements ensure that Sub-Processors comply with the same high standards of data protection.

Partners

Square8 works with partners to distribute and implement the platform and integrate third-party services.

Square8 may share Customer data with partners where required for the requested partner service, strictly on a need-to-know basis and under confidentiality obligations.

Personal Data Breaches / Data Subject Requests

Square8 shall notify the Customer without undue delay after becoming aware of a personal data breach and provide sufficient information to enable the Customer to comply with its reporting obligations.

Square8 will assist the Customer in investigating and mitigating the breach and in responding to data subject requests under applicable data protection laws.

Data Protection Impact Assessments

Square8 will reasonably assist the Customer with data protection impact assessments and consultations with supervisory authorities where required.

Deletion or Return of Personal Data

Upon termination of the Services, Square8 shall, at the Customer’s choice:

• delete all copies of the Customer’s personal data within 30 days, or
• return the personal data to the Customer and subsequently delete all copies.

Square8 may retain personal data if legally required or if the Customer instructs Square8 to archive it in a secure archive.

Audit Rights

Upon request, Square8 will provide information necessary to demonstrate compliance with this DPA.

Data Transfers

Where personal data is transferred outside the EU/EEA, Square8 ensures appropriate safeguards through:

• adequacy decisions by the EU Commission, UK authorities, or the Swiss Federal Council,
• Standard Contractual Clauses approved under GDPR, UK law, or Swiss law,
• Binding Corporate Rules where applicable.

Square8 monitors the EU-US Data Privacy Framework certification list and may rely on certified providers.

Annex C: Categories of Processed Data

Depending on the Square8 products/modules included in the Agreement, the following categories of data may be processed.

Square8 Platform

• Company name
• Company domain(s)
• Public or non-public corporate email addresses
• Employee first and last name
• Business email address
• Job title, role, department, or team
• Profile photo/picture (where provided)
• Organizational structure data (e.g. reporting lines, team or role assignments)
• Content uploaded by the Customer into Square8 that may contain personal data
• Communications data, including requests submitted to and responses generated by an AI Worker (e.g. chat, ticket, task, or email content)
• Data accessed by an AI Worker within the systems and tools granted by the Customer (e.g. HRIS, CRM, ticketing, finance, or communication systems), as configured for the AI Worker’s role
• Where configured by the Customer, personal data of the Customer’s own customers or other third parties processed by an AI Worker in the course of performing its assigned tasks (e.g. support tickets, CRM records)

Annex D: Sub-Processors

D.1 Sub-Processors in the standard deployment

The Sub-Processors below are engaged in Square8’s standard deployment of the Platform. "When used" states the processing step that involves the Sub-Processor; "Always" means the Sub-Processor is involved for every Customer.

D.2 Additional pre-approved Sub-Processors

Square8 may additionally engage the following pre-approved Sub-Processors, for example for customer-specific deployments or as a replacement for a service listed above. They are not part of the standard deployment.

• Amazon Web Services (AWS), contracted via Amazon Web Services EMEA SARL (38 Avenue John F. Kennedy, L-1855 Luxembourg): Cloud Service Provider. EU-based hosting only, using regions eu-west-1 (Ireland), eu-west-2 (London), eu-west-3 (Paris), eu-central-1 (Frankfurt), and eu-central-2 (Zurich). Transfers, where applicable, are governed by the AWS GDPR Data Processing Addendum incorporating the EU Standard Contractual Clauses.
• Mailgun (Mailgun Technologies, Inc., a Sinch company; 112 E Pecan St. #1135, San Antonio, TX 78205, USA): Notification services (transactional email). Certified under the EU-U.S. Data Privacy Framework, with Standard Contractual Clauses as a fallback transfer mechanism.
• Anthropic (Anthropic PBC; 548 Market Street, PMB 90375, San Francisco, CA 94104, USA): AI model operation via Anthropic’s own API, as an alternative to the Vertex AI deployment above. Transfers safeguarded via Standard Contractual Clauses (Art. 46 GDPR).
• Perplexity (Perplexity AI, Inc.; 115 Sansome St, Suite 900, San Francisco, CA 94104, USA): AI model operation. Transfers safeguarded via Standard Contractual Clauses under Perplexity’s Data Processing Addendum; EU representative: Prighter Group, Vienna, Austria.
• Customer.io (Peaberry Software Inc. d/b/a Customer.io; 9450 SW Gemini Dr., Suite 43920, Beaverton, OR 97008, USA): Notification services (customer engagement/email). Transfers safeguarded via Standard Contractual Clauses under Customer.io’s Data Processing Addendum.
• Hetzner Online GmbH (Industriestr. 25, 91710 Gunzenhausen, Germany): Cloud Service Provider. EU-based hosting, using Hetzner’s data centers in Germany and Finland.

The list of Sub-Processors may be updated from time to time. The current list is available online at square8.ai/saas-agreement.

Annex E: Technical and Organizational Measures (TOMs)

Introduction

This document describes the technical and organizational measures implemented by Square8 to protect data against unauthorized access, misuse, accidental deletion, and loss.

Square8 operates an AI workforce platform designed to ensure a high level of security throughout the information processing lifecycle.

Square8 maintains an information security program aligned with recognized industry security practices, including controls modeled on the ISO 27001 framework. Square8’s information security program is designed to meet ISO 27001 requirements.

Scope

The technical and organizational measures described pursuant to Article 32 GDPR, Article 32 UK GDPR, and Article 8 FADP apply to all Square8 entities.

Data Protection and Security Concept

Square8 manages its security measures based on the Parkerian Hexad model, which expands the classical CIA triad (confidentiality, integrity, availability) with three additional elements:

• possession/control
• authenticity
• utility (usability)

This holistic approach ensures comprehensive protection of customer data.

Security Attributes

Confidentiality: Protection of data against unauthorized access or disclosure.

Integrity: Accuracy and completeness of information during processing.

Availability: Ensuring systems and information are accessible when needed.

Possession/Control: Ensuring only authorized persons control systems and data.

Authenticity: Ensuring data originates from the stated source.

Usability: Ensuring information remains usable and understandable.

Confidentiality Measures

Measures include physical access control, system access control, encryption, role-based access control, and strict employee access policies.

Square8 hosts its infrastructure on third-party data centers, which include strict physical security controls such as:

• security personnel
• biometric authentication
• access badges
• surveillance systems.

Employees receive security training and sign confidentiality agreements.

Integrity

Transmission Control. All data is encrypted during transmission using industry-standard encryption (TLS).

Input Control. Processes ensure correctness, completeness, and consistency of entered data.

Availability and Reliability

Square8 operates a scalable, cloud-based backend architecture.

Databases are backed up on a regular basis and stored in encrypted cloud storage.

Square8 maintains business continuity procedures.

Monitoring and Evaluation

Square8 maintains a privacy framework and internal processes to continuously monitor and improve data protection practices.

Data Protection Management

Where required by applicable law, Square8 appoints an internal Data Protection Officer.

Customers conclude a Data Processing Addendum as part of the SaaS Agreement.

Where required, data transfer impact assessments are performed as needed.

Incident Response Management

Square8 maintains defined procedures and reporting channels for responding to security incidents and continuously improving processes.

Instruction Control

Personal data is processed only according to the Customer’s instructions as defined in the DPA.

Privacy by Design and by Default

Privacy by Design. Personal data is collected only where necessary and categories are transparently listed in Annex C.

Privacy by Default. Default settings ensure personal data is processed only for defined purposes.

Employees are trained and bound by confidentiality agreements.

Annex F, EU AI Act: Roles and Responsibilities

Purpose

This Annex F addresses the allocation of responsibilities between Square8 and the Customer under Regulation (EU) 2024/1689 (the “EU AI Act”), to the extent applicable to the Customer’s use of the Platform and AI Workers. It supplements, and does not replace, either Party’s own legal obligations under the EU AI Act or any equivalent national implementing legislation.

Roles under the EU AI Act

The Platform integrates general-purpose AI (GPAI) models operated by third-party model providers listed in Annex D (including Anthropic, OpenAI, and Perplexity), each of which acts as a GPAI model provider under Articles 53 and, where applicable, 55 of the EU AI Act and is independently responsible for its own transparency, technical documentation, and safety obligations.

Depending on the specific configuration, Square8 generally acts as the provider of an AI system within the meaning of the EU AI Act with respect to the Platform, while the Customer generally acts as a deployer within the meaning of the EU AI Act with respect to its use of AI Workers within its organization. Where the Customer configures, fine-tunes, or substantially modifies the intended purpose of an AI Worker, the Customer may itself be treated as a provider for that specific configuration under Article 25 of the EU AI Act. The Parties shall cooperate in good faith to clarify role allocation in such cases.

Risk Classification and Deployer Obligations

The Customer is solely responsible for assessing whether its specific use case(s) for an AI Worker fall within a high-risk category under Annex III of the EU AI Act (for example, use in employment or worker management) and for implementing the corresponding deployer obligations, including human oversight, fundamental rights impact assessments where required, record-keeping, and registration obligations. Square8 will provide reasonable technical documentation and support to enable the Customer to comply with such obligations upon request.

Human Oversight

The Platform is designed to support human oversight through configurable human sign-off gates, audit trails, and reporting features described elsewhere in this SaaS Agreement and its Annexes. The Customer remains responsible for configuring and maintaining these controls appropriately for its use case, in particular for any sensitive or high-risk decisions.

Transparency (Article 50)

Where an AI Worker interacts directly with natural persons, the Customer is responsible for ensuring that such persons are informed that they are interacting with an AI system, in accordance with Article 50(1) of the EU AI Act, unless this is obvious from the circumstances. Square8 will provide reasonable technical support to enable such disclosures within the Platform.

AI Literacy (Article 4)

Each Party shall take reasonable measures to ensure a sufficient level of AI literacy among its own personnel and other persons operating or using the Services on its behalf, in accordance with Article 4 of the EU AI Act.

Cooperation and Updates

The Parties will cooperate in good faith and provide reasonably requested information to support each other’s compliance with the EU AI Act. Square8 will update this Annex F as its own obligations and the applicable regulatory timeline evolve, including as further implementing guidance, delegated acts, or legislative amendments (including under the European Commission’s “Digital Omnibus” simplification package) become applicable.

Annex G: Test Customers Without an Order Form

This Annex G governs any access to or use of the Platform or Services by a Customer that has not signed an Order Form, including access granted for trial, demo, proof-of-concept, sandbox, or other evaluation purposes (a “Test Customer”). In the event of any conflict between this Annex G and any other provision of the SaaS Agreement or its other Annexes, this Annex G prevails with respect to Test Customers.

Scope and Precedence

This Annex G applies exclusively to Test Customers. A Customer ceases to be a Test Customer, and this Annex G ceases to apply, from the moment an Order Form is validly signed between the Parties. From that moment, the SaaS Agreement and its Annexes A–F apply in full, without retroactive effect for the period during which the Customer was a Test Customer.

Nature of Access

Access to the Platform or Services by a Test Customer is granted, if at all, on a purely gratuitous, non-exclusive, revocable, and discretionary basis. Square8 is under no obligation to grant, continue, or renew such access, and may condition, suspend, restrict, or terminate it at any time, with or without notice, with or without cause, and without any liability to the Test Customer.

No Rights Under the SaaS Agreement or Annexes

Except as expressly stated in this Annex G, a Test Customer does not acquire, and Square8 does not grant, any of the rights, entitlements, or protections set out in the SaaS Agreement or Annexes A–F, including without limitation:

• any service levels, uptime commitments, or support obligations;
• any warranty of any kind, express or implied, including as to availability, accuracy, fitness for a particular purpose, or non-infringement;
• any right to data portability, data export, data retention, or backup;
• any indemnity from Square8;
• any right to notice, cure periods, or a minimum term prior to suspension or termination;
• any license or other right in Square8’s Intellectual Property Rights beyond the bare, revocable permission to access the Platform for evaluation purposes described in this Annex G;
• any right to rely on the Fair Use Policy (Annex A) as a benchmark of permitted usage; usage limits for Test Customers are set solely at Square8’s discretion and may be withdrawn at any time;
• any protections under the Data Processing Addendum (Annex B), the Categories of Processed Data (Annex C), the Sub-Processor list (Annex D), or the Technical and Organizational Measures (Annex E), other than the minimum obligations Square8 owes as a matter of mandatory data protection law where it processes Personal Data on the Test Customer’s behalf;
• any allocation of roles or responsibilities under Annex F (EU AI Act), other than those mandatorily imposed by applicable law.

For the avoidance of doubt, the absence of a right under this Annex G does not diminish any obligation the Test Customer owes to Square8 under the SaaS Agreement, this Annex G, or applicable law, including the obligations on lawful and permitted use, confidentiality, and Intellectual Property Rights, all of which continue to bind the Test Customer in full.

No Fees; No Commercial Terms

Unless otherwise agreed in writing, a Test Customer owes no Fees for access under this Annex G, and Square8 makes no commitment as to the pricing, availability, or terms on which a subsequent Order Form might be offered.

Data

The Test Customer acknowledges that the Platform is not configured, and Square8 is not obligated, to provide the safeguards set out in Annex B, C, D, or E for a Test Customer. The Test Customer must not submit Personal Data, Confidential Information of third parties, or production data of any kind to the Platform under this Annex G. Where the Test Customer nonetheless submits Personal Data, Square8’s obligations are limited to those mandatorily imposed by applicable data protection law (including the GDPR and the Swiss DSG, as applicable); no additional contractual assurance is given under this Annex G.

Confidentiality and Intellectual Property

The Test Customer must treat all non-public information about the Platform, including its functionality, performance, and any output obtained during testing, as Confidential Information of Square8, and must not disclose it to any third party or use it other than for the sole purpose of evaluating the Services. All Intellectual Property Rights in the Platform and Services remain vested exclusively in Square8; nothing in this Annex G or in the Test Customer’s use of the Platform transfers or licenses any such rights beyond the bare right of access described above.

Liability

To the maximum extent permitted by applicable law, Square8’s aggregate liability towards a Test Customer arising out of or in connection with access under this Annex G is excluded, regardless of the legal theory on which it is based. This exclusion does not apply to liability for wilful misconduct or gross negligence, or to any other liability that cannot be excluded or limited under mandatory applicable law (including Art. 100 of the Swiss Code of Obligations).

Termination

Square8 may suspend or terminate a Test Customer’s access under this Annex G at any time, immediately and without notice. The Test Customer may discontinue use at any time. Upon termination, Square8 may delete any Customer Data submitted by the Test Customer without further notice and without any obligation to retain, return, or export it.

Entire Agreement for Test Customers

For a Test Customer, this Annex G, together with the definitions in Section 1 of the SaaS Agreement to the extent referenced herein, constitutes the entire agreement between the Parties regarding the Test Customer’s access to the Platform, and supersedes any prior or contemporaneous understanding on the subject. No other provision of the SaaS Agreement or its Annexes A–F applies to a Test Customer unless this Annex G expressly says so.