Software Subscription Agreement

1. Definitions
All definitions used in the Agreement are specified in Annex A.

2. Agreement and Scope

2.1 These Terms, together with any accepted Order between You and Us, comprise the Agreement between You and Us. The
Agreement governs Your use of the Software and Support Services.
2.2 We shall make the Software available to You as a Subscription in accordance with the applicable Order. The Subscription
Fees cover the use of the Software (in accordance with the license granted herein) and the provision of Support Services, as
further described in the Agreement. These Terms do not apply in respect of any additional services such as any installation,
integration, parametrization and/or adaption services related to the Software.
2.3 By signing an Order offered by Us, which references these Terms or by indicating Your acceptance through an “I accept”
button or similar electronic acceptance method, You accept the Order and agree to be bound by the Agreement.

3. Delivery
3.1 We shall make available to You the Software for download by the date specified in the Order; and this shall be the date the
Software is deemed delivered to You. Alternatively, We may at Our discretion provide You access to the information using a
different format, provided any such different format will not affect Your use of the Software.
3.2 In respect of new Releases, delivery shall be deemed completed on the date We make the applicable new Release available
to You by download.
3.3 In the event of changes to the rights granted to You pursuant to an applicable Order (e.g. extension of the Subscription Term,
additional metrics, etc.), We shall provide You with a new certificate and will deactivate Your previously issued access key.

4. Support Services
4.1 We provide Support Services as part of the Subscription and these Support Services are described in the Support Services
Description which forms part of the Agreement.
4.2 We provide Support Services only for the most current Major Release of the Software. To ensure full use of the Support Services,
You are advised to update and maintain Your Subscription to the latest Major Release.

5. Subscription Rights and Scope

5.1 We are and remain exclusive owners of all rights (including without limitation the Proprietary Rights) in and to the Software
and Documentation. You are granted a non-exclusive, non-transferable, revocable right to use the Software for the
Subscription Term for Your own and Your Affiliates’ internal purposes (which specifically excludes any analysis of third-party
data and any use of the Software for other companies/organizations is prohibited). You are responsible for all acts and
omissions in breach of the Agreement by any such Users and Affiliates and accordingly, You will ensure that all Users and all
Affiliates are made aware of the terms of the Agreement applicable to Your use of Software.
5.2 Your Subscription shall be limited in accordance with the metrics in the applicable Order. Definitions of the metrics are
contained in the Metrics Definition, which is incorporated by reference.
5.3 Any additional copies of the Software and other materials We make available to You are only for Your internal backup or
archiving purposes. You will treat the Software and provided materials as Confidential Information and shall undertake all
required activities to ensure that no third party gains any access to the Software or provided materials.
5.4 You will not (i) copy, translate, or otherwise modify or produce derivative works of all or parts of the Software, it being
understood that You will be entitled to copy the Documentation and materials accompanying the Software as is reasonably
required for Your internal purposes; (ii) use the Software in breach of applicable laws or for any illegal activities, including
without limitation to transfer data and information which is illegal or in breach of third-party Proprietary Rights; (iii)
disassemble, reverse engineer, decompile, place at risk or circumvent the functionalities, performance, and/or the security
of the Software; (iv) use all or any part of the Software in order to build a competitive and/or similar product or service; or (v)
determine whether the Software is within the scope of any patent.

Software Subscription Agreement (May 2021) 1

5.5 You will be liable to us for any damages incurred due to the unauthorized use of the Software, source code, or other materials
provided by Us, including without limitation, any continued use of the Software outside the Subscription Term and any
provision of the Software, source code, or other materials to unauthorized third parties.
5.6 We may audit Your use of the Software within the limitations of Your Subscription at Our own cost by providing You with seven
(7) days’ prior written notice. We may ask a qualified third party, who will be obliged to maintain confidentiality, to perform
the audit. You shall keep complete and accurate records to permit an accurate assessment of Your compliance with Your
Subscription. You guarantee that all access rights, documents, information, materials, employees and other required
information will promptly be made available to Us in advance and free of charge to allow Us to conduct the audit. If the audit
reveals that You have used the Software beyond the scope of Your Subscription, You will pay all applicable Subscription Fees
for such overuse in accordance with Our then-current price list together with Our costs associated with the audit, within thirty
(30) days of Our notice. Our acceptance of any payment shall be without prejudice to any other rights or remedies We may
have under these Terms, the Order or applicable law.

6. Fees and Payment

6.1 Where your Order is directly with Celonis,

i. (a) We will invoice the Subscription Fees annually in advance; and (b) unless otherwise agreed upon in the Order, all
payments are due in full without deduction or set-off within 30 (thirty) days of the date of Our invoice.
ii. The Subscription Fees are non-refundable and do not include Taxes and You are responsible for all Taxes. If We are
required to pay Taxes based on the Software provided under these Terms, then such Taxes shall be billed to and paid by
You. If a deduction or withholding is required by law, You shall pay such additional amount and will ensure that the net
amount received by Us equals the full amount which We would have received had the deduction or withholding not been
required. This Section shall not apply to Taxes based on Our income.
iv. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We may
charge You interest at the rate of 1% per month or lesser if such amount is required by applicable law on any overdue
sums from the due date until the date of receipt of payment by Us (inclusive).
v. We shall be entitled to adjust the Subscription Fees with effect from Your next Renewal Term. Where We increase the
Subscription Fees, such increase shall not exceed 7%. Unless otherwise agreed between You and Us, if You are renewing
directly with Celonis a Subscription originally purchased through an Authorized Reseller, then the Subscription Fees for
Your initial Renewal Term with Us will be at Our then-prevailing Subscription Fees for the subject Software.

6.2 If Your Subscription is purchased through an Authorized Reseller, We may, upon written notice, suspend Your right to use the
Subscription in the event We fail to receive payment for such Subscription or We confirm that You have not paid the
Authorized Reseller for such Subscription.

7. Customer Data; Data Protection

7.1 You own all right, title and interest in and to Customer Data and shall have sole responsibility and liability for (i) the legality,
appropriateness, and integrity of Customer Data; (ii) the completeness, reliability, accuracy and quality of Customer Data;
(iii) obtaining and maintaining all necessary licenses and consents required to use Customer Data, if any; and (iv) Your
entering of Customer Data into the Software. You acknowledge that (i) We will not be held responsible in any way for any
Proprietary Right or other rights’ infringement or violation or the violation of any applicable laws, arising or relating to such
Customer Data and/or communications; and (ii) that any Personal Data contained in Customer Data has been collected
and is maintained in compliance with applicable Data Protection Laws.
7.2 Each party shall, in connection with the exercise of its rights and the performance of its obligations under the Agreement,
comply with all applicable Data Protection Laws. To the extent that We process any such Personal Data in the provision of
the Software or Support Services, the Data Processing Agreement in Annex B shall apply.

8. Term and Termination

8.1 Your Subscription commences on the effective date of the Order unless otherwise specified therein. Your Subscription
continues for the Initial Subscription Term stated in the Order. Thereafter, the Subscription will automatically renew for
successive periods of 12 months (each a “Renewal Term”) unless a party gives 30 days’ prior written notice to the other party
of its intention not to renew the Subscription. Unless otherwise agreed in the applicable Order, Your Subscription may only be
terminated in accordance with Section 8.2.

Software Subscription Agreement (May 2021) 2

8.2 Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order,
Subscription or this Agreement without liability to the other at any time with immediate effect upon written notice if the other
party:
a is in material breach of any of its obligations under the Agreement or an Order and, in the case of a breach which is
capable of remedy, fails to remedy such breach within thirty (30) days of notice of the breach; or
b voluntarily files a petition under bankruptcy or insolvency law; has a receiver or administrative receiver appointed over it
or any of its assets; passes a resolution for winding-up) or a court of competent jurisdiction makes an order to that effect;
becomes subject to an administration order; enters into any voluntary arrangement with its creditors; ceases or threaten
to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction.
8.3 Termination of any Order shall have no effect on any other Order under this Agreement.
8.4 On termination of Your Subscription or this Agreement for any reason, You shall cease use of the Software and copies thereof
and, at Your choice, either (i) delete them from all Your equipment and storage media and certify to Us in writing that you
have done so; or (ii) return these items to Us.

9. Limited Warranties
9.1 Subject to limitations in this Section, We warrant that the Software and any Releases shall substantially perform as specified
in the Documentation during the Subscription Term, when used in accordance with the terms of the Agreement. Support
Services will be rendered with due care, skill and ability, and in accordance with recognized standard of good practice.
9.2 We do not warrant any specifications other than those set out in the Documentation, including without limitation statements
made in presentations of the Software, Our public statements or advertising campaigns. Any warranty other than the limited
warranty set out in Section 9.1 must be made in writing and confirmed by Us. You acknowledge and are aware that, in
accordance with the current state of technology, the Software can never be fully error-free, or operate entirely without
interruption.
9.3 We particularly do not warrant:
a against problems caused by Your use of the Software with any third-party software, misuse, improper testing,
unauthorized attempts to repair, modifications or customizations to the Software by You or any other cause beyond the
range of the intended use of the Software;
b against any Malware, data breaches and data losses which could not have been avoided by adequate, state-of-the art
security in accordance with Our then-current security practices; or
c that the Software will achieve Your intended results, nor that the Software have been developed to meet Your individual
requirements.
9.4 During the Subscription Term, if the Software do not conform with the warranty provided in Section 9.1, We will at Our expense
correct any such non-conformance or provide You with an alternative means of accomplishing the desired performance. If
We cannot reasonably make such correction or substitution, then We may, in Our sole discretion, refund You any prepaid
fees covering the remainder of the Subscription Term for the affected Software and terminate Your use of the affected
Software for which You have received the refund. SUCH CORRECTION, SUBSTITUTION OR REFUND CONSTITUTES YOUR SOLE AND
EXCLUSIVE REMEDY, AND OUR SOLE AND EXCLUSIVE LIABILITY FOR ANY BREACH OF THE WARRANTY.
9.5 Warranty claims asserted under one Order shall have no effect on any other Orders or other contracts that are in place
between You and Us.
9.6 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE WARRANTIES AND REMEDIES PROVIDED IN THIS SECTION ARE EXCLUSIVE
AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY,
ACCURACY, CORRESPONDENCE WITH DESCRIPTION, FITNESS FOR A PURPOSE, SATISFACTORY QUALITY AND NON-INFRINGEMENT, ALL
OF WHICH ARE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXPRESSLY DISCLAIMED BY US, OUR AFFILIATES, SUB-
CONTRACTORS AND SUPPLIERS.
9.7 You agree that Your purchase of the Software is not contingent on the delivery of any future functionality or features, or
dependent on any oral or written public comments, statements or representations We made regarding future functionality
or features.

10. Intellectual Property Indemnity

10.1 Subject to the Sections 10.3 and 10.4, We undertake at Our own expense to defend You or, at Our option, to settle any third-
party claim or action brought against You alleging that Your use of the Software (or any part thereof) in accordance with

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 the terms of the Agreement infringes the Proprietary Rights of a third party in the Territory (“Infringement Claim”) and shall
be responsible for any damages awarded against You or agreed upon in settlement by Us as a result of or in connection
with any such Infringement Claim.
10.2 Subject to Sections 10.3 and 10.4, in the event of an Infringement Claim, We shall, at Our sole option and expense, (i) modify
the infringing Software so that they cease to be infringing without loss of substantial functionality; (ii) replace the infringing
portion of the Software with non-infringing software; or (iii) procure a license to enable You to legally continue using the
Software
If We do not provide You with one of the options above, We may, at Our sole discretion, terminate Your Order for the affected
Software with immediate effect and reimburse You any prepaid Fees covering the remainder of the Subscription Term and
either take back the infringing Software to the extent possible or require You to remove or delete it.
10.3 We shall only be liable for any Infringement Claim provided You:
a provide Us with prompt written notice of the Infringement Claim;
b do not enter into any settlement of the Infringement Claim without Our prior written consent; and do not undertake any
other action in response to any Infringement Claim that is prejudicial to Our rights;
c permit Us to exclusively control the defence, negotiations and any settlement of the Infringement Claim;
d provide Us with reasonable information and assistance for the Infringement Claim; and
e use all commercially reasonable efforts to mitigate against any of Your losses, damages or costs related to the
Infringement Claim.
10.4 We shall not be liable to You for Infringement Claims where the infringement is caused by:
a unauthorized changes You have made or that have been made on Your behalf to the Software or output thereof;
b Your use of the Software or output thereof outside the scope of the Agreement, Your Subscription, the applicable Order
or the materials accompanying the Software.
10.5 This Section constitutes Your exclusive remedy and Our entire liability with respect to Infringement Claims.

11. Limitation of Liability

11.1 SUBJECT TO SECTION 11.4, OUR AGGREGATE LIABILITY TO YOU FOR OR IN RESPECT OF ANY LOSS OR DAMAGE SUFFERED BY YOU UNDER
OR IN CONNECTION WITH THE AGREEMENT (WHETHER DUE TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR
OTHERWISE) SHALL BE LIMITED TO THE TOTAL AMOUNT OF SUBSCRIPTION FEES PAYABLE IN THE TWELVE (12) MONTHS PRECEDING THE
DATE OF THE EVENT FOR WHICH THE LIABILITY ARISES.
11.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND SUBJECT TO SECTION 11.4, IN NO EVENT WILL WE BE LIABLE FOR SPECIAL,
CONSEQUENTIAL, INCIDENTAL, OR OTHER INDIRECT DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, ANTICIPATED
SAVINGS, BUSINESS OPPORTUNITY, GOODWILL, LOSS OF REVENUE, , OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES
ARISING OUT OF THE AGREEMENT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING CONTRACT, TORT,
NEGLIGENCE OR OTHERWISE), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11.3 WE BOTH ACKNOWLEDGE THAT THE FEES ARE BASED IN PART ON THE LIMITATIONS IN THIS SECTION.
11.4 THE LIMITATIONS IN THIS SECTION SHALL NOT APPLY TO OUR IP INDEMNIFICATION OBLIGATIONS UNDER SECTION 10; LIABILITY FOR
DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE OR THAT OF OUR OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS;
FRAUD OR FRAUDULENT MISREPRESENTATION; OR ANY OTHER LIABILITY WHICH CANNOT BE LIMITED OR EXCLUDED BY APPLICABLE
LAW.
11.5 YOU ACKNOWLEDGE AND AGREE THAT YOU SHALL BE RESPONSIBLE FOR PRODUCING BACK-UPS OF YOUR DATA.

12. Confidentiality
12.1 Each party retains all rights in its Confidential Information. Both parties undertake to treat as confidential all of the other
party’s Confidential Information acquired before and in connection with performance of the Agreement and to use such
Confidential Information only to perform the Agreement. Confidential Information shall not be reproduced in any form except
as required to accomplish the intent of the Agreement. Any reproduction of Confidential Information of the other party shall
contain any and all confidential or proprietary notices or legends which appear on the original. With respect to the
Confidential Information of the other party, each party: (a) shall take all those steps the receiving party takes to protect its
own similar proprietary and Confidential Information, which shall not be less than a reasonable standard of care to keep all
Confidential Information strictly confidential; and (b) shall not disclose any Confidential Information of the other to any
person other than those Representatives whose access is necessary to enable it to perform the Agreement and who are
obliged to maintain confidentiality to a similar extent as provided herein. Each party will be responsible for its Representatives’

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 compliance with the provisions of this Section. The parties each shall have the right to provide the Authorized Reseller with
this Agreement.
12.2 A party which becomes aware of a suspected or actual breach of confidentiality, misuse or unauthorized dissemination
relating to the other party’s Confidential Information shall inform the other party in writing without undue delay.
12.3 Section 12.1 shall not apply to any Confidential Information that: (a) is independently developed by the receiving party without
reference to the disclosing party’s Confidential Information, (b) is lawfully received free of restriction from a third party having
the right to furnish such Confidential Information; (c) has become generally available to the public without a contractual
breach by the receiving party; (d) at the time of disclosure, was known to the receiving party free of restriction; (e) the
disclosing party has agreed in writing to be free of such restrictions; or (f) has to be disclosed pursuant to statutory law or
court, administrative or governmental order. In such event, the receiving party shall inform the disclosing party of the
applicable provision or order without undue delay, to the extent legally possible, in order to enable the disclosing party to
seek legal protection or otherwise prevent or limit disclosure of the Confidential Information.
12.4 Upon request, the receiving party shall destroy or return to the disclosing party all materials containing any of the Confidential
Information and any copies or derivatives prepared therefrom. However, this obligation to return or destroy Confidential
Information shall not apply to copies of electronically-exchanged Confidential Information made as a matter of routine
information technology backup and to Confidential Information or copies thereof which must be stored by the receiving
party according to provisions of mandatory law, provided that such Confidential Information or copies thereof shall remain
subject to the confidentiality obligations under this Agreement.
12.5 The obligations in this Section shall, with respect to each disclosure of Confidential Information, apply for a period of 5 (five)
years from its first disclosure, provided, however, that trade secrets shall be protected until they are no longer trade secrets
under applicable law.

13. Feedback
13.1 You may, at Your sole discretion, provide Your input regarding the Software, products, services, business or technology plans,
including, without limitation, comments or suggestions regarding the possible creation, modification, correction,
improvement or enhancement of the Software, products and/or services, or input as to whether You believe Our
development direction is consistent with Your own business and IT needs (collectively “Feedback”). We shall be entitled to
use Feedback for any purpose without notice, restriction or remuneration of any kind to You and/or Your Representatives.
13.2 You acknowledge that any information that We may disclose to You related to the Software, Our other products, services,
business or technology plans, under an Order or otherwise, is only intended as a discussion of possible strategies,
developments, and functionalities of Our products or services and is not intended to be binding on Us regarding any
particular course of business, product strategy, and/or development.

14. General Provisions

14.1 Sub-contracting . We may subcontract all or part our obligations under the Agreement to a qualified third party. We may
also at any time involve any of Our Affiliates and successors in business as sub-contractors under this Agreement In such
event, We will be liable for any such sub-contractors used in the performance of Our obligations under the Agreement.
14.2 Assignment . Except as permitted herein, neither party may assign the Agreement, in whole or in part, without the prior written
consent of the other, not to be unreasonably withheld. Any attempt by either party to assign or transfer the Agreement
without the prior written consent of the other will be null and void. Notwithstanding the foregoing, We may at any time upon
notice to You assign or otherwise transfer Our rights and obligations under the Agreement to any of Our Affiliates or
successors in business.
14.3 Independent Contractors . The relationship between You and Us is that of independent contractors. The Agreement does
not create a partnership, franchise, joint venture, agency, fiduciary, employment or any such similar relationship between
You and Us.
14.4 Governing Law . The Agreement shall be governed by the laws of New York and the parties submit to exclusive jurisdiction of
the courts in New York, NY. The United Nations Convention on the International Sale of Goods (CISG) shall not apply.
14.5 Amendments. Any amendments or additions to the Agreement must be made in writing and executed by duly authorized
representatives of both parties.
14.6 Entire Agreement . These Terms, together with any Order between You and Us, constitute the entire agreement between the
parties with respect to the subject matter hereof and supersedes all prior agreements between the parties, whether written
or oral, relating to the same subject matter. In the event of any inconsistencies between these Terms and an Order between

Software Subscription Agreement (May 2021) 5

 You and Us, the Order shall take precedence over these Terms. Any purchase order, purchasing terms, general terms of
business or other document issued by You for administrative convenience only and will not be binding on Us.
14.7 Severability . Should parts of the Agreement be or become invalid, this shall not affect the validity of the remaining provisions
of the Agreement, which shall remain unaffected. The invalid provision shall be replaced by the parties with such term which
comes as close as possible, in a legally permitted manner, to the commercial terms intended by the invalid provision.
14.8 No Waiver. No waiver by either party of any breach or default or exercise of a right of a party under the Agreement shall be
deemed to be a waiver of any preceding or subsequent breach or default or exercise of a right.
14.9 Export Control and Compliance with Laws . The Software is subject to the export control laws of various countries, including
without limit the laws of the United States and Germany. You agree that You will not submit the Software to any government
agency for licensing consideration or other regulatory approval without Our prior written consent, and will not export the
Software to countries, persons or entities prohibited by such laws. You are also responsible for complying with all applicable
legal regulations of the country where You are registered, and any foreign countries with respect to the use of Software by
You and Your Affiliates.
14.10 Third Party Rights . A person who is not a party to the Agreement has no rights to enforce, or to enjoy the benefit of, any term
of this Agreement but this does not affect any right or remedy of a third party which exists or is available under applicable
law or that is expressly provided for under this Agreement.
14.11 Notices. Except as otherwise specified in the Agreement, all notices hereunder shall be in writing and shall be deemed to
have been given upon: (i) personal delivery, (ii) two business days after sending by e-mail. E-mails to Us shall be directed
CFO/Legal at ([email protected]), and e-mails to You shall be addressed to the administrative contact designated in Your
Order. Notices relating to an Infringement Claim under Section 10 must be sent by registered mail and e-mail.
14.12 Force Majeure. Neither party shall be in breach of its obligations under this Agreement (other than payment obligations) or
incur any liability to the other party for any delay or failure to perform its obligations hereunder if and to the extent such delay
or nonperformance is caused by a Force Majeure Event. The party affected by the Force Majeure Event shall: (i) promptly
inform the other party of such delay or nonperformance; (ii) use commercially reasonable efforts to avoid or remove the
underlying cause of the delay or nonperformance; and (iii) resume performance hereunder as soon as reasonably practical
following the removal of the Force Majeure Event.
14.13 Surviving Provisions . The terms which by their nature are intended to survive termination or expiration of the Agreement shall
survive any such termination and expiration including without limitation the following Sections: 6.1 to 14.

Software Subscription Agreement (May 2021) 6

 Annex A
Definitions

1. “Affiliate”: any entity that directly or indirectly controls, is controlled by, or is under common control with You or Us, as the case
may be, but only for so long as the control exists. "Control," for purposes of this definition, means direct or indirect ownership
or control of more than 50% of the voting interests.
2. “Agreement”: these Terms and any Order between You and Us.
3. “Authorized Reseller ”: a reseller, distributor or other partner authorized by Celonis to sell Celonis products.

4. “Confidential Information ”: any information disclosed to a party by the other party concerning the business and/or affairs of
the other party, including but not limited to information relating to a party's operations, technical or commercial know-how,
specifications, inventions, processes or initiatives, plans, product information, pricing information, know-how, designs, trade
secrets, software, documents, data and information which, when provided by one party to the other: a) are clearly identified
as “Confidential” or “Proprietary” or are marked with a similar legend; b) are disclosed orally or visually, identified as
Confidential Information at the time of disclosure and confirmed as Confidential Information in writing within 10 (ten) days; or
c) a reasonable person would understand to be confidential or proprietary at the time of disclosure.
5. “Customer Data ”: the data and information provided by You to Us through Your use of the Software.
6. “Data Protection Laws” : all laws, rules, regulations, decrees, or other enactments, orders, mandates, or resolutions relating to
privacy, data security, and/or data protection, and any implementing, derivative or related legislation, rule, and regulation as
amended, extended, repealed and replaced, or re-enacted, as well as any applicable industry self-regulatory programs
related to the collection, use, disclosure, and security of Personal Information including the EU General Data Protection
Legislation (Regulation (EU) 2016/679 of the European Parliament (GDPR).
7. “Documentation” : the product description of the applicable Software, as made available by Us on the Celonis website
(currently under https://www.celonis.com/terms-and-conditions/).
8. “Fees” : the fees payable by You for the Subscription as set out in an Order.
9. “Force Majeure Event” : acts, events, omissions or accidents beyond Our reasonable control, including, without limitation,
strikes, industrial disputes, failure of a utility service or transport network, acts of God, war, riot, civil commotion, malicious
damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of machinery,
act of terror, Internet service provider failure or delay, denial of service attack, fire, flood or storm, but excluding (a) financial
distress or the inability of either party to make a profit or avoid a financial loss, (b) changes in market prices or conditions, or
(c) a party's financial inability to perform its obligations hereunder.
10. “Initial Subscription Term” : the initial term of Your Subscription as agreed in the Order which commences on the date of
acceptance of the Order or as otherwise agreed to by the parties.
11. “Major Release” : a Release of the Software that is designated by Us as such in accordance with our then-current naming
convention (e.g. Major Release 3 -> Major Release 4).
12. “Malware” : any thing or device (including any software, code, file or program) which may prevent, impair or otherwise
adversely affect the access to or operation, reliability or user experience of any computer software, hardware or network,
telecommunications service, equipment or network or any other service or device, including worms, trojan horses, viruses and
other similar things or devices.
13. “Metrics Definition” : the then current document(s) made available by Us as “Celonis Definition license scope / subscription
scope” on the Celonis website (currently under https://www.celonis.com/terms-and-conditions/) describing the then-
currently available licensing and subscription metrics for the Software.
14. “Minor Release” : a Release of the Software within a given Major Release that We designate through a respective change in
numbering in accordance with our then-current naming convention (e.g. Release 4.2 -> Release 4.3).
15. “Order”: an order entered into between You and Us specifying the Subscription You have ordered, and the Fees owed
thereunder, and such other terms as are agreed, including any addenda and supplements thereto.
16. “Personal Data” : any data and information relating to an identified or identifiable living individual person as defined under
applicable Data Protection Laws.

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17. “Proprietary Rights” : rights in patents, utility models, trademarks, service marks, trade names, other trade-identifying symbols
and inventions, copyrights, design rights, database rights, rights in know-how, trade secrets and any other intellectual property
rights, anywhere in the world, whether registered or unregistered, and including applications for the grant of any such rights.
18. “Release”: any new Major Release, Minor Release, bug-fix or patch We make available to You for Your Subscription.
19. “Renewal Term” : has the meaning set out in Section 8.1.
20. “Representatives” : of a party are its and its Affiliates’ employees, directors, advisers and subcontractors.
21. “Software” : the Celonis standard software made available to You pursuant to an Order. Software includes Releases but does
not include any modification or add-ons to the Software.
22. “Subscription” : the subscriptions You purchase under an Order for Your use of to the Software and Support Services in
accordance with the Agreement.
23. “Subscription Fees ”: the Fees payable for the Software as set out in an Order.
24. “Subscription Term” : the Initial Subscription Term and any subsequent Renewal Terms as set out in an Order.
25. “Support Services” : the support services, as described in the Support Services Description, that We provide to You in respect
of the Software.
26. “Support Services Description” : the then-current documents describing in more detail the Support Services and made
available by Us on the Celonis website (currently under https://www.celonis.com/terms-and-conditions/).
27. “Taxes”: any applicable sales, use, value added, duties, assessments, excise, withholding or other taxes assessable by any
jurisdiction whatsoever based on the applicable Order Form.
28. “Terms”: this Celonis Software Subscription Agreement.
29. “Territory” : the country of Your registered business seat as defined in the Order and the European Economic Area.
30. “User”: those employees, agents and independent contractors of Yours or Your Affiliates who are authorized by You to use the
Software in accordance with the Agreement, and to whom You have supplied a user identification and password (if
applicable).
31. “We,” “Us”, “Our” or “Celonis” : the Celonis entity entering into the applicable Order with You.
32. “You” or “Your” : the company or other legal entity that enters into the applicable Order with Celonis.

Software Subscription Agreement (May 2021) 8

 Annex B
Data Processing Agreement
This Data Processing Agreement including its Exhibits (the “DPA”) details the parties’ obligations on the protection of Personal Data
associated with Our Processing of Your Personal Data within the scope of the applicable Order or any agreement between You
and Celonis for providing Services (hereinafter, the “Agreement”).

1. Processing of Personal Data

1.1. With regard to the Processing of Personal Data, You are the controller and determine the purposes and means of Processing
of Personal Data You provide to Us (“Controller”) and You appoint Us as a processor (“Processor”) to process such Personal
Data (hereinafter, “Data”) on Your behalf (hereinafter, “Processing”).
1.2. The details of the type and purpose of Processing are defined in the Exhibits attached hereto. Except where the DPA stipulates
obligations beyond the Term of the Agreement, the duration of this DPA shall be the same as the Agreement Term.
1.3. You shall be solely responsible for compliance with Your obligations under the applicable Data Protection Laws, including, but
not limited to, the lawful disclosure and transfer of Personal Data to Us by upload of source data into the Cloud Service or
otherwise.
1.4. Processing shall include all activities detailed in this Agreement and the instructions issued by You. You may, in writing, modify,
amend, or replace such instructions by issuing such further instructions to the point of contact designated by Us. Instructions
not foreseen in or covered by the Agreement shall be treated as requests for changes. You shall, without undue delay, confirm
in writing any instruction issued orally. Where We believe that an instruction would be in breach of applicable law, We shall
notify You of such belief without undue delay. We shall be entitled to suspend performance on such instruction until You
confirm or modify such instruction.
1.5. We shall ensure that all personnel involved in Processing of Customer Data and other such persons as may be involved in
Processing shall only do so within the scope of the instructions. We shall ensure that any person Processing Customer Data is
subject to confidentiality obligations similar to the confidentiality terms of the Agreement. All such confidentiality obligations
shall survive the termination or expiration of such Processing.

2. Data Security
2.1. We shall implement technical and organizational measures and safeguards that ensure the adequate protection of
Customer Data, confidentiality, integrity, availability and resilience of processing systems and services and shall implement
a process for regularly testing, assessing and evaluating the effectiveness of technical and organizational measures for
ensuring the security of the Processing, as further specified at https://www.celonis.com/trust-center/. It shall be Your
responsibility to familiarize Yourself with these measures and to assess whether they ensure a level of security appropriate to
the risk.
2.2. To demonstrate adequate levels of protection, We have obtained third-party certification and audits of Our information
security program, e.g. DIN ISO/IEC 27001:2015. All Our certificates are available at https://www.celonis.com/trust-center/.
2.3. We reserve the right to modify the measures and safeguards implemented, provided, however, that the level of security shall
not materially decrease during a Subscription Term.

3. Our Obligations
3.1. We shall notify You without undue delay after We become aware of any accidental or unlawful destruction, loss, alteration,
unauthorized disclosure of, or access to Customer Data, including Personal Data, stored or otherwise processed by Us or Our
sub-processors (“Security Incident”).
3.2. We shall use best efforts to identify the cause of such Security Incident and take the measures We deem necessary and within
Our control for remediating and securing Customer Data; We shall coordinate such efforts with You without undue delay. We
shall correct or erase Customer Data if instructed by You and where covered by the scope of the instructions permissible.
Where an erasure, consistent with data protection requirements, or a corresponding restriction of Processing is impossible,
We shall, based on Your instructions, and unless agreed upon differently in the Agreement, destroy, in compliance with data
protection requirements, all data or return the same to You.
3.3. In specific cases designated by You, such Customer Data shall be stored or handed over. The associated cost for doing so
and protective measures to put in place shall be agreed upon separately, unless already agreed upon in the Agreement. We
shall, upon termination of Processing and upon Your instruction, return all Customer Data, carrier media and other materials
to You or delete the same.
3.4. Where a data subject asserts any claims against You in accordance with Article 82 of the GDPR, We shall, where possible,
support You in defending against such claims, at Your cost.

Software Subscription Agreement (May 2021) 9

4. Your Obligations
4.1. You shall notify Us without undue delay, and comprehensively, of any defect or irregularity with regard to provisions on data
protection detected by You in the results of Our work.
4.2. Where a data subject asserts any claims against Us in accordance with Article 82 of the GDPR, You shall, where possible,
support Us in defending against such claims, at Our cost.
4.3. You shall notify Our point of contact listed in Exhibit 1 for any issues related to data protection arising out of or in connection
with the Agreement.

5. Data Subjects Rights

5.1. Where a data subject asserts claims for rectification, erasure or access to Us, and where We are able to correlate the data
subject to You, based on the information provided by the data subject, We shall refer such data subject to You without undue
delay. We shall support You, where possible, and based upon Your instruction insofar as agreed upon. We shall not be liable
in cases where You fail to respond to the data subject’s request completely, correctly, or in a timely manner. Notwithstanding
the foregoing, if Your employee submits a data subject request in relation to Online Training Cloud, You agree that we can
fulfill such request without Your further approval.
5.2. We shall support You, insofar as is agreed upon by the parties, and where possible for Us, in fulfilling data subjects’ requests
and claims, as detailed in chapter III of the GDPR and in fulfilling the obligations enumerated in Articles 33 to 36 GDPR.

6. Options for Documentation

6.1. We shall document and, upon request, provide such documentation of Our compliance with the obligations agreed upon in
this DPA by appropriate measures.
6.2. If You require an audit of our compliance under this DPA, such audits and inspections will be conducted upon 30 days prior
written notice, at most once per calendar year, during regular business hours, without interfering with Our operations, and
subject to the execution of a confidentiality agreement. We shall be entitled to reject auditors that are competitors of Ours.
You hereby consent to the appointment of an independent external auditor by Us, provided that We provide a copy of the
audit report to You.
6.3. Where a data protection or other applicable supervisory authority conducts an audit, para. 2 above shall apply mutatis
mutandis. The execution of a confidentiality agreement shall not be required if such supervisory authority is subject to
professional or statutory confidentiality obligations whose breach is sanctionable under the applicable criminal code.

7. Sub-processing
7.1. We shall not sub-process any of Our obligations under this Agreement except as set forth in this DPA.
7.2. You hereby consent to Our use of the sub-processors listed in Exhibit 1 to this DPA in connection with the performance of the
Agreement. We shall, prior to the use of further sub-processors, obtain Your prior approval, such approval not to be withheld
except for important reasons related to compliance with Data Protection Laws. In such case, We or the respective sub-
processor will enter into a written agreement with each sub-processor containing data protection obligations not less
protective than those in this Agreement with respect to the protection of Customer Data to the extent applicable to the nature
of the Services provided by such sub-processor.
7.3. We shall conclude, with such sub-processors, contractual terms necessary to ensure an appropriate level of data protection
and information security and in compliance with all Data Protection Laws.
7.4. We will be liable for the acts and omissions of Our sub-processors to the same extent We would be liable if we were performing
the Services for each sub-processor directly under the terms of this DPA, except as otherwise set forth in the Agreement.

8. Obligations to Inform, Mandatory Written Form, Choice of Law

8.1. Where Customer Data becomes subject to search and seizure, an attachment order, confiscation during bankruptcy or
insolvency proceedings, or similar events or measures by third parties while in Our control, We shall notify You of such action
without undue delay. We shall, without undue delay, notify all pertinent parties in such action, that any Customer Data affected
thereby is Your sole property and area of responsibility, that Customer Data is at Your sole disposition, and that You are the
responsible body under the GDPR.
8.2. No modification of this DPA, including but not limited to, Our representations and obligations, if any, shall be valid and binding
unless made in writing, and only if such modification expressly states that such modification applies to the terms of this DPA.
The foregoing shall also apply to any waiver or change of this mandatory written form.
8.3. In case of any conflict, the terms of this DPA shall take precedence over the terms of the Agreement. Where individual terms
of this DPA are invalid or unenforceable, the validity and enforceability of the other terms of this DPA shall not be affected.

Software Subscription Agreement (May 2021) 10

8.4. This DPA is subject to the laws of the Member State in which the Controller is established (provided this is within the EEA,
Switzerland or the United Kingdom), and for all other cases subject to the laws applicable pursuant to Section 14.4 of the
Agreement and the parties submit to the exclusive jurisdiction of those courts for any disputes arising out of or in connection
with this DPA.

9. Liability. The Limitation of Liability Section of the Terms shall apply except as explicitly agreed otherwise in this DPA.

10. International Transfers

10.1. We will only transfer Personal Data outside the European Economic Area where We have complied with Our obligations under
applicable Data Protection Laws in ensuring adequate safeguards in relation to such transfer.
10.2. The unmodified EU Standard Contractual Clauses (the “SCCs”) set forth in Exhibit 2 of this DPA shall apply to any transfers of
Personal Data under this DPA from the European Union, the European Economic Area and/or their member states, Switzerland
and the United Kingdom to countries which do not ensure an adequate level of data protection within the meaning of Data
Protection Laws of the foregoing territories, to the extent such transfers are subject to such Data Protection Laws.
10.3. Where required to ensure an adequate level of data protection, You herewith grant Us authority to enter into “controller-to-
processor” agreements with Our non-EEA sub-processors in Your name and on Your behalf. These agreements must be based
on unmodified EU Standard Contractual Clauses or other templates or mechanisms approved by the EU Commission for
ensuring an adequate level of data protection between You and Our sub-processors within the meaning of applicable Data
Protection Laws. Upon Your request, We shall provide You with a copy of the respective documentation entered into with Our
sub-processor in this regard.

11. TERMS FOR THE SCCs

11.1. The SCCs and the additional terms specified in this Section apply to (i) a customer which is subject to the Data Protection
Laws of the European Union, the European Economic Area and/or their member states, Switzerland and/or the United Kingdom
and, (ii) its Authorized Affiliates. For the purpose of the SCCs and this Section, the aforementioned entities shall be deemed
“data exporters”.
11.2. This DPA and the Agreement are Your complete and final documented instructions at the time of signature of the Agreement
to Us for the Processing of Personal Data. Any additional or alternate instructions must be agreed upon separately. For the
purposes of Clause 5(a) of the SCCs, the following is deemed an instruction by You to process Personal Data: (a) Processing
in accordance with the Agreement and applicable Order(s); (b) Processing initiated by Users in their use of the Services and
(c) Processing to comply with other reasonable documented instructions provided by You (e.g., via e-mail) where such
instructions are consistent with the terms of the Agreement.
11.3. Pursuant to Clause 5(h) of the SCCs, You acknowledge and expressly agree that (a) Our Affiliates may be retained as Sub-
processors; and (b) Us and Our Affiliates respectively may engage third-party Sub-processors in connection with the
provision of the Services. We shall make available to You the current list of Sub-processors.
11.4. Pursuant to Clause 5(h) of the SCCs, You acknowledge and expressly agree that We may engage new Sub-processors as
described in Section 8 of the DPA.
11.5. The parties agree that the copies of the Sub-processor agreements that must be provided by Us to You pursuant to Clause
5(j) of the SCCs may have all commercial information, or clauses unrelated to the SCCs, removed by Us beforehand; and,
that such copies will be provided by Us, in a manner to be determined in Our discretion, only upon request.
11.6. The parties agree that the audits described in Clause 5(f) and Clause 12(2) of the SCCs shall be carried out in accordance
with the following specifications:
11.7. Upon Your request, and subject to the confidentiality obligations set forth in the Agreement, We shall make available to You
or Your independent, third-party auditor information regarding the Our compliance with the obligations set forth in this DPA
in the form of the third-party certifications and audits set forth in the Celonis Trust Center Documentation. You may contact
[email protected] to request an on-site audit of the procedures relevant to the protection of Personal Data. You shall
reimburse Us for any time expended for any such on-site audit at the Our then-current Professional Services rates. Before the
commencement of any such on-site audit, the parties shall mutually agree upon the scope, timing, and duration of the audit
in addition to the reimbursement rate for which You shall be responsible. All reimbursement rates shall be reasonable, taking
into account the resources expended by Us. You shall promptly notify Us with information regarding any non-compliance
discovered during the course of an audit.
11.8. The parties agree that the certification of deletion of Personal Data that is described in Clause 12(1) of the SCCs shall be
provided to You only upon Your request.
11.9. In the event of any conflict or inconsistency between the body of this DPA and any of its Schedules (not including the SCCs)
and the SCCs, the SCCs shall prevail.

Software Subscription Agreement (May 2021) 11

 Exhibit 1 – Purpose and Scope of Data Processing
(as per the specifications in an Order, which may be in addition to the below)

1. Scope of data processing

7. Contact for the Processor:
Support Services : Processor’s personnel may access Controller’s
[email protected]
instance or be provided Controller’s data excerpted from
Controller’s Software instance on a case-by-case basis if 8. Contact for the Controller: To be provided by Controller
requested by the Controller in the context of Support Services via email to Processor at above address.
(e.g. “shadowing”). In addition, Personal Data of Controller’s
9. Permitted Sub-processors
employees issuing Support Services requests (“tickets”) may be
stored by Processor for the purposes of administrating the Processor may use the following sub-processors (based on
Support Services. the respective processing according to the relevant Order):

2. Procedures of data processing

Sub-processor name and Description of processing
Support Services : The Support Ticketing Tool used by Processor processing location (as
is externally hosted in a data center and used by Processor’s applicable)
personnel for the purposes of administering the support tickets. HappyFox Inc., Frankfurt, Operation of the Support
Shadowing of Users or otherwise accessing of data sets as part Germany Ticketing Tools

of Support Services only occurs where explicitly required by the Salesforce.com Germany Operation of the Support

Controller. GmbH, Munich, Germany Ticketing Tools

Our Affiliates (as applicable): Support of the Services
3. Purpose of data processing Celonis SE, Germany through personnel of such
Celonis, Inc., United States Affiliate.
Support Services : Support of the Software through provision
Celonis AB, Sweden
of Support Services for the Controller.
Celonis ApS, Denmark
4. Categories of data which is processed under the Celonis B.V., The Netherlands
instructions of the Controller Celonis Canada Ltd., Canada
Celonis K.K., Japan
Name, identification number, emails, business address,
Celonis L.L.C., Kosovo
Communication data (e. g. phone, cellphone, email), Process
Celonis Ltd., United Kingdom
Log data, Usernames from the Controller’s IT / ERP system.
Celonis SAS, France
Further data or categories of data (please specify): Celonis Schweiz GmbH,
Switzerland
5. Data subjects Celonis S.L., Spain
Employees, customers, vendors, agents, or consultants of the Celonis Srl, Italy

Controller based on Services provided. Integromat s.r.o., Czech

Republic
6. Data Protection Officer of the Processor : Dr. Kraska,
Sebastian; +49 89 1891 7360; [email protected]

Software Subscription Agreement (May 2021) 12

 Exhibit 2– STANDARD CONTRACTUAL CLAUSES (Controller to Processor)

For the purposes of Article 26(2) of Directive 95/46/EC for the transfer of personal data to processors established in third countries
which do not ensure an adequate level of data protection

Name of the data exporting organisation:

Address: …

Tel. …; fax …; e-mail: …

Other information needed to identify the organisation:

(the data exporter )

And

Name of the data importing organisation:

Address: …

Tel. …; fax …; e-mail: …

Other information needed to identify the organization:

(the data importer )

each a ‘party’; together ‘the parties’,

HAVE AGREED on the following Contractual Clauses (the Clauses) in order to adduce adequate safeguards with respect to the
protection of privacy and fundamental rights and freedoms of individuals for the transfer by the data exporter to the data importer
of the personal data specified in Appendix 1.

Clause 1 Definitions

For the purposes of the Clauses:

(a)‘personal data’, ‘special categories of data’, ‘process/processing’, ‘controller’, ‘processor’, ‘data subject’ and ‘supervisory
authority’ shall have the same meaning as in Directive 95/46/EC of the European Parliament and of the Council of 24 October
1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data;

(b) ‘the data exporter’ means the controller who transfers the personal data;

(c)‘the data importer’ means the processor who agrees to receive from the data exporter personal data intended for processing
on his behalf after the transfer in accordance with his instructions and the terms of the Clauses and who is not subject to a
third country’s system ensuring adequate protection within the meaning of Article 25(1) of Directive 95/46/EC;

(d)‘the sub-processor’ means any processor engaged by the data importer or by any other sub-processor of the data importer
who agrees to receive from the data importer or from any other sub-processor of the data importer personal data exclusively
intended for processing activities to be carried out on behalf of the data exporter after the transfer in accordance with his
instructions, the terms of the Clauses and the terms of the written subcontract;

Software Subscription Agreement (May 2021) 1

(e)‘the applicable data protection law’ means the legislation protecting the fundamental rights and freedoms of individuals and,
in particular, their right to privacy with respect to the processing of personal data applicable to a data controller in the Member
State in which the data exporter is established;

(f)‘technical and organisational security measures’ means those measures aimed at protecting personal data against accidental
or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, in particular where the processing
involves the transmission of data over a network, and against all other unlawful forms of processing.

Clause 2 Details of the transfer

The details of the transfer and in particular the special categories of personal data where applicable are specified in Appendix 1
which forms an integral part of the Clauses.

Clause 3 Third-party beneficiary clause

1.The data subject can enforce against the data exporter this Clause, Clause 4(b) to (i), Clause 5(a) to (e), and (g) to (j), Clause
6(1) and (2), Clause 7, Clause 8(2), and Clauses 9 to 12 as third-party beneficiary.

2.The data subject can enforce against the data importer this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2),
and Clauses 9 to 12, in cases where the data exporter has factually disappeared or has ceased to exist in law unless any
successor entity has assumed the entire legal obligations of the data exporter by contract or by operation of law, as a result of
which it takes on the rights and obligations of the data exporter, in which case the data subject can enforce them against such
entity.

3.The data subject can enforce against the sub-processor this Clause, Clause 5(a) to (e) and (g), Clause 6, Clause 7, Clause 8(2),
and Clauses 9 to 12, in cases where both the data exporter and the data importer have factually disappeared or ceased to exist
in law or have become insolvent, unless any successor entity has assumed the entire legal obligations of the data exporter by
contract or by operation of law as a result of which it takes on the rights and obligations of the data exporter, in which case the
data subject can enforce them against such entity. Such third-party liability of the sub-processor shall be limited to its own
processing operations under the Clauses.

4.The parties do not object to a data subject being represented by an association or other body if the data subject so expressly
wishes and if permitted by national law.

Clause 4 Obligations of the data exporter

The data exporter agrees and warrants:

(a)that the processing, including the transfer itself, of the personal data has been and will continue to be carried out in accordance
with the relevant provisions of the applicable data protection law (and, where applicable, has been notified to the relevant
authorities of the Member State where the data exporter is established) and does not violate the relevant provisions of that
State;

(b)that it has instructed and throughout the duration of the personal data-processing services will instruct the data importer to
process the personal data transferred only on the data exporter’s behalf and in accordance with the applicable data
protection law and the Clauses;

(c)that the data importer will provide sufficient guarantees in respect of the technical and organisational security measures
specified in Appendix 2 to this contract;

(d)that after assessment of the requirements of the applicable data protection law, the security measures are appropriate to
protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or
access, in particular where the processing involves the transmission of data over a network, and against all other unlawful

Software Subscription Agreement (May 2021) 2

 forms of processing, and that these measures ensure a level of security appropriate to the risks presented by the processing
and the nature of the data to be protected having regard to the state of the art and the cost of their implementation;

(e) that it will ensure compliance with the security measures;

(f)that, if the transfer involves special categories of data, the data subject has been informed or will be informed before, or as
soon as possible after, the transfer that its data could be transmitted to a third country not providing adequate protection
within the meaning of Directive 95/46/EC;

(g)to forward any notification received from the data importer or any sub-processor pursuant to Clause 5(b) and Clause 8(3) to
the data protection supervisory authority if the data exporter decides to continue the transfer or to lift the suspension;

(h)to make available to the data subjects upon request a copy of the Clauses, with the exception of Appendix 2, and a summary
description of the security measures, as well as a copy of any contract for sub-processing services which has to be made in
accordance with the Clauses, unless the Clauses or the contract contain commercial information, in which case it may remove
such commercial information;

(i)that, in the event of sub-processing, the processing activity is carried out in accordance with Clause 11 by a sub-processor
providing at least the same level of protection for the personal data and the rights of data subject as the data importer under
the Clauses; and

(j) that it will ensure compliance with Clause 4(a) to (i).

Clause 5 Obligations of the data importer

The data importer agrees and warrants:

(a)to process the personal data only on behalf of the data exporter and in compliance with its instructions and the Clauses; if it
cannot provide such compliance for whatever reasons, it agrees to inform promptly the data exporter of its inability to comply,
in which case the data exporter is entitled to suspend the transfer of data and/or terminate the contract;

(b)that it has no reason to believe that the legislation applicable to it prevents it from fulfilling the instructions received from the
data exporter and its obligations under the contract and that in the event of a change in this legislation which is likely to have
a substantial adverse effect on the warranties and obligations provided by the Clauses, it will promptly notify the change to
the data exporter as soon as it is aware, in which case the data exporter is entitled to suspend the transfer of data and/or
terminate the contract;

(c)that it has implemented the technical and organisational security measures specified in Appendix 2 before processing the
personal data transferred;

(d)that it will promptly notify the data exporter about:

i. any legally binding request for disclosure of the personal data by a law enforcement authority unless
otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law
enforcement investigation;

ii. any accidental or unauthorised access; and

iii. any request received directly from the data subjects without responding to that request, unless it has
been otherwise authorised to do so;

(e)to deal promptly and properly with all inquiries from the data exporter relating to its processing of the personal data subject
to the transfer and to abide by the advice of the supervisory authority with regard to the processing of the data transferred;

(f)at the request of the data exporter to submit its data-processing facilities for audit of the processing activities covered by the
Clauses which shall be carried out by the data exporter or an inspection body composed of independent members and in

Software Subscription Agreement (May 2021) 3

 possession of the required professional qualifications bound by a duty of confidentiality, selected by the data exporter, where
applicable, in agreement with the supervisory authority;

(g)to make available to the data subject upon request a copy of the Clauses, or any existing contract for sub-processing, unless
the Clauses or contract contain commercial information, in which case it may remove such commercial information, with the
exception of Appendix 2 which shall be replaced by a summary description of the security measures in those cases where the
data subject is unable to obtain a copy from the data exporter;

(h) that, in the event of sub-processing, it has previously informed the data exporter and obtained its prior written consent;

(i) that the processing services by the sub-processor will be carried out in accordance with Clause 11;

(j) to send promptly a copy of any sub-processor agreement it concludes under the Clauses to the data exporter.

Clause 6 Liability

1.The parties agree that any data subject, who has suffered damage as a result of any breach of the obligations referred to in
Clause 3 or in Clause 11 by any party or sub-processor is entitled to receive compensation from the data exporter for the damage
suffered.

2.If a data subject is not able to bring a claim for compensation in accordance with paragraph 1 against the data exporter, arising
out of a breach by the data importer or his sub-processor of any of their obligations referred to in Clause 3 or in Clause 11,
because the data exporter has factually disappeared or ceased to exist in law or has become insolvent, the data importer
agrees that the data subject may issue a claim against the data importer as if it were the data exporter, unless any successor
entity has assumed the entire legal obligations of the data exporter by contract of by operation of law, in which case the data
subject can enforce its rights against such entity.

The data importer may not rely on a breach by a sub-processor of its obligations in order to avoid its own liabilities.

3.If a data subject is not able to bring a claim against the data exporter or the data importer referred to in paragraphs 1 and 2,
arising out of a breach by the sub-processor of any of their obligations referred to in Clause 3 or in Clause 11 because both the
data exporter and the data importer have factually disappeared or ceased to exist in law or have become insolvent, the sub-
processor agrees that the data subject may issue a claim against the data sub-processor with regard to its own processing
operations under the Clauses as if it were the data exporter or the data importer, unless any successor entity has assumed the
entire legal obligations of the data exporter or data importer by contract or by operation of law, in which case the data subject
can enforce its rights against such entity. The liability of the sub-processor shall be limited to its own processing operations
under the Clauses.

Clause 7 Mediation and jurisdiction

1.The data importer agrees that if the data subject invokes against it third-party beneficiary rights and/or claims compensation
for damages under the Clauses, the data importer will accept the decision of the data subject:

(a) to refer the dispute to mediation, by an independent person or, where applicable, by the supervisory authority;

(b) to refer the dispute to the courts in the Member State in which the data exporter is established.

2.The parties agree that the choice made by the data subject will not prejudice its substantive or procedural rights to seek
remedies in accordance with other provisions of national or international law.

Clause 8 Cooperation with supervisory authorities

1.The data exporter agrees to deposit a copy of this contract with the supervisory authority if it so requests or if such deposit is
required under the applicable data protection law.

Software Subscription Agreement (May 2021) 4

2.The parties agree that the supervisory authority has the right to conduct an audit of the data importer, and of any sub-processor,
which has the same scope and is subject to the same conditions as would apply to an audit of the data exporter under the
applicable data protection law.

3.The data importer shall promptly inform the data exporter about the existence of legislation applicable to it or any sub-processor
preventing the conduct of an audit of the data importer, or any sub-processor, pursuant to paragraph 2. In such a case the
data exporter shall be entitled to take the measures foreseen in Clause 5(b).

Clause 9 Governing law

The Clauses shall be governed by the law of the Member State in which the data exporter is established, namely …

Clause 10 Variation of the contract

The parties undertake not to vary or modify the Clauses. This does not preclude the parties from adding clauses on business
related issues where required as long as they do not contradict the Clause.

Clause 11 Sub-processing

1.The data importer shall not subcontract any of its processing operations performed on behalf of the data exporter under the
Clauses without the prior written consent of the data exporter. Where the data importer subcontracts its obligations under the
Clauses, with the consent of the data exporter, it shall do so only by way of a written agreement with the sub-processor which
imposes the same obligations on the sub-processor as are imposed on the data importer under the Clauses. Where the sub-
processor fails to fulfil its data protection obligations under such written agreement the data importer shall remain fully liable to
the data exporter for the performance of the sub-processor’s obligations under such agreement.

2.The prior written contract between the data importer and the sub-processor shall also provide for a third-party beneficiary
clause as laid down in Clause 3 for cases where the data subject is not able to bring the claim for compensation referred to in
paragraph 1 of Clause 6 against the data exporter or the data importer because they have factually disappeared or have
ceased to exist in law or have become insolvent and no successor entity has assumed the entire legal obligations of the data
exporter or data importer by contract or by operation of law. Such third-party liability of the sub-processor shall be limited to its
own processing operations under the Clauses.

3.The provisions relating to data protection aspects for sub-processing of the contract referred to in paragraph 1 shall be governed
by the law of the Member State in which the data exporter is established.

4.The data exporter shall keep a list of sub-processing agreements concluded under the Clauses and notified by the data importer
pursuant to Clause 5(j), which shall be updated at least once a year. The list shall be available to the data exporter’s data
protection supervisory authority.

Clause 12 Obligation after the termination of personal data-processing services

1.The parties agree that on the termination of the provision of data-processing services, the data importer and the sub-processor
shall, at the choice of the data exporter, return all the personal data transferred and the copies thereof to the data exporter or
shall destroy all the personal data and certify to the data exporter that it has done so, unless legislation imposed upon the data
importer prevents it from returning or destroying all or part of the personal data transferred. In that case, the data importer
warrants that it will guarantee the confidentiality of the personal data transferred and will not actively process the personal data
transferred anymore.

2.The data importer and the sub-processor warrant that upon request of the data exporter and/or of the supervisory authority, it
will submit its data-processing facilities for an audit of the measures referred to in paragraph 1.

Software Subscription Agreement (May 2021) 5

Software Subscription Agreement (May 2021) 6
On behalf of the data exporter:

Name (written out in full): …

Position: …

Address: …

Other information necessary in order for the contract to be binding (if any):

Customer’s Stamp

Customer’s binding signature:

On behalf of the data importer:

Name: Wolfgang Döring

Position: General Counsel

Address: c/o Celonis SE, Theresienstr. 6, 80333 Munich, Germany

Software Subscription Agreement (May 2021) 7

 Appendix 1

to the Standard Contractual Clauses

This Appendix forms part of the Clauses and must be completed and signed by the parties

The Member States may complete or specify, according to their national procedures, any additional necessary information to be
contained in this Appendix

Data exporter

The data exporter is (please specify briefly your activities relevant to the transfer):

Data importer

The data importer is acting as a subprocessor of Celonis SE or one of its affiliated legal entities (each the “Celonis Contracting
Entity”), which is providing the data exporter with a cloud software solution in the field of process mining.

In this respect, the data importer’s personnel will operate the cloud infrastructure remotely in particular to cover 24/7 operations,
handle support questions of employees of data exporter on behalf of the respective Celonis Contracting Entity and insofar may
have access to personal data related to the data importer’s instance of the cloud services and create and process support ticket
data. Where explicitly requested by data exporter’s personnel, data importer may “shadow” users and therefore see contents of
the data exporter’s analysed source system data.

Data subjects

The personal data transferred concern the following categories of data subjects (please specify):

Employees of the data exporter, customers or suppliers of data exporter. Further data subjects or categories of subjects may be
agreed by the parties.

Categories of data

The personal data transferred concern the following categories of data (please specify):

Name, user name /ID, log and protocol data, business contact information such as telephone and e-mail and address data.

Special categories of data (if appropriate)

The personal data transferred concern the following special categories of data (please specify):

Not applicable

Processing operations

The personal data transferred will be subject to the following basic processing activities (please specify):

Provision of support services, ticketing of support requests, “shadowing” of users upon their explicit request, administration services
related to cloud service hosting and operation

DATA EXPORTER

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 Name: …

Authorised Signature …

DATA IMPORTER

Name: Wolfgang Döring

Authorised Signature:

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 Appendix 2 - to the Standard Contractual Clauses

This Appendix forms part of the Clauses and must be completed and signed by the parties.

Description of the technical and organisational security measures implemented by the data importer in accordance with
Clauses 4(d) and 5(c):

1. Confidentiality

1.1 Entry control

Locked building

Locked offices

Mechanical security locking system

Documented key issuance

Secure areas only accessible for employees with Key Card

Locked server rooms with entry control

Locked server cabinets

Electronic entry control

Daily security service for offices and building

Monitoring of all visitors during their stay in the office

1.2. Access control

Personalized user

Password convention with a complex password and a minimum number of characters

Central authentication with a user name and password

Access blocked after too many incorrect password entries

Encrypted notebooks

A secure line connection for external access

Use of an up-to-date firewall

1.3 Usage control

Role-based authorization process

Application-specific authentication with user name and password

Logging user usage

Encryption of mobile data media

Allocation of authorizations only after approval by the data owner

Protected storage of data media

Destruction of paper documents in compliance with data protection law

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 Administrative users are kept to a minimum and documented.

1.4 Pseudonymization

Pseudonymization takes place immediately upon request by the client.

1.5 Separation control

Client separation within the data processing system

Separation of productive and test systems

2. Integrity

2.1 Transmission control

VPN connections

The use of private storage media is prohibited

Special protection when physically transporting data media

2.2 Input control

Traceability when assigning, changing and deleting user authorizations

2.3 Contractual order control

Documentation of processing activities

Careful selection of processors

No use of processors who have not entered into agreement pursuant to Article 28 GDPR

Written agreement with the processor on the data protection minimum standard

Appropriate monitoring of the processor

Assuring compliant destruction or return of the data upon completion of the assignment

3. Availability and reliability

Routine documented patch management for end servers

Routine documented patch management for end devices

Downloading security-critical patches within 72 hours

Data storage on storage system

Uninterrupted power supply

Early fire detection

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4. Procedure for routine review, assessment, and evaluation

Appointment of a data protection officer

Routine documented training of employees involved in data processing

Routine auditing of the procedures

Routine review of the latest technical standards pursuant to Article 32 GDPR

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