Snapshot 19263
Normalized text
Scripts and page chrome removed; this is what change detection compares.
Data Processing Addendum
Effective Date: June 2026
This Data Processing Addendum ("DPA") supplements the Terms and Conditions or other written agreement governing
Customer's use of the Services (the "Agreement") entered into by and between Customer and Poll the People, Inc. (dba:
CustomGPT.ai) ("Company"). This DPA is incorporated into the Agreement and applies automatically where Customer's use of
the Services involves the processing of Personal Data. Customer enters into this DPA on behalf of itself and, to the extent
required under applicable Data Protection Laws, in the name and on behalf of its Affiliates, if any. This DPA incorporates the
terms of the Agreement, and any terms not defined in this DPA have the meanings set forth in the Agreement.
1. Definitions
1.1 "Affiliate" means (i) an entity of which a party directly or indirectly owns fifty percent (50%) or more of the stock or other
equity interest, (ii) an entity that owns at least fifty percent (50%) or more of the stock or other equity interest of a party, or (iii)
an entity which is under common control with a party by having at least fifty percent (50%) or more of the stock or other equity
interest of such entity and a party owned by the same person, but such entity shall only be deemed to be an Affiliate so long
as such ownership exists.
1.2 "Authorized Subprocessor" means a third party who has a need to know or otherwise access Customer's Personal Data to
enable Company to perform its obligations under this DPA or the Agreement, and who is either (1) listed in Exhibit B or on
Company's then-current subprocessor list, or (2) subsequently authorized under Section 4.2 of this DPA.
1.3 "Company Account Data" means personal data that relates to Company's relationship with Customer, including the names
or contact information of individuals authorized by Customer to access Customer's account and billing information of
individuals that Customer has associated with its account. Company Account Data also includes any data Company may need
to collect for the purpose of managing its relationship with Customer, identity verification, or as otherwise required by
applicable laws and regulations.
1.4 "Company Usage Data" means Service usage data collected and processed by Company in connection with the provision
of the Services, including without limitation data used to identify the source and destination of a communication, activity logs,
and data used to optimize and maintain performance of the Services, and to investigate and prevent system abuse; provided,
however, that Company Usage Data shall not include Customer content, prompts, outputs, uploaded documents, Confidential
Information, Personal Data, or other information that identifies Customer or Customer users.
1.5 "Data Exporter" means Customer.
1.6 "Data Importer" means Company.
1.7 "Data Protection Laws" means any applicable laws and regulations in any relevant jurisdiction relating to the use or
processing of Personal Data, including: (i) the California Consumer Privacy Act of 2018, as amended by the California Privacy
Rights Act of 2020 ("CCPA"), (ii) the General Data Protection Regulation (Regulation (EU) 2016/679) ("EU GDPR") and the
EU GDPR as it forms part of the law of England and Wales by virtue of section 3 of the European Union (Withdrawal) Act 2018
(the "UK GDPR") (together, collectively, the "GDPR"), (iii) the Swiss Federal Act on Data Protection, (iv) the UK Data
Protection Act 2018, (v) the Privacy and Electronic Communications (EC Directive) Regulations 2003, and (vi) applicable U.S.
State Privacy Laws, in each case, as updated, amended or replaced from time to time. The terms "Data Subject", "Personal
Data", "Personal Data Breach", "processing", "processor", "controller", and "supervisory authority" shall have the meanings set
forth in the GDPR.
1.8 "Data Privacy Framework" means, as applicable, the EU-U.S. Data Privacy Framework, the UK Extension to the EU-U.S.
Data Privacy Framework, and/or the Swiss-U.S. Data Privacy Framework.
1.9 "EU SCCs" means, as applicable, the standard contractual clauses approved by the European Commission in Commission
Decision 2021/914 dated 4 June 2021, for transfers of personal data to countries not otherwise recognized as offering an
adequate level of protection for personal data by the European Commission (as amended and updated from time to time), as
modified by Section 5.3 of this DPA.
1.10 "ex-EEA Transfer" means the transfer of Personal Data, which is processed in accordance with the GDPR, from the Data
Exporter to the Data Importer (or its premises) outside the European Economic Area (the "EEA"), where such transfer is not
governed by an adequacy decision made by the European Commission in accordance with the relevant provisions of the
GDPR.
1.11 "ex-UK Transfer" means the transfer of Personal Data covered by Chapter V of the UK GDPR, which is processed in
accordance with the UK GDPR and the Data Protection Act 2018, from the Data Exporter to the Data Importer (or its
premises) outside the United Kingdom (the "UK"), where such transfer is not governed by an adequacy decision made by the
Secretary of State in accordance with the relevant provisions of the UK GDPR and the Data Protection Act 2018.
1.12 "Services" has the meaning set forth in the Agreement.
1.13 "Standard Contractual Clauses" means the EU SCCs and the UK SCCs.
1.14 "UK Addendum" has the meaning set forth in Exhibit D.
1.15 "UK SCCs" means, as applicable, the EU SCCs, as amended by the UK Addendum.
1.16 "U.S. State Privacy Laws" means any applicable U.S. state privacy, consumer data protection, or consumer health data
privacy law, including the CCPA and other similar laws, in each case as amended or replaced from time to time.
2. Relationship of the Parties; Processing of Data
2.1 The parties acknowledge and agree that with regard to the processing of Personal Data, Customer may act either as a
controller or processor and, except as expressly set forth in this DPA or the Agreement, Company is a processor. Customer
shall, in its use of the Services, at all times process Personal Data, and provide instructions for the processing of Personal
Data, in compliance with Data Protection Laws. Customer shall ensure that the processing of Personal Data in accordance
with Customer's instructions will not cause Company to be in breach of the Data Protection Laws. Customer is solely
responsible for the accuracy, quality, and legality of (i) the Personal Data provided to Company by or on behalf of Customer,
(ii) the means by which Customer acquired any such Personal Data, and (iii) the instructions it provides to Company regarding
the processing of such Personal Data. Customer shall not provide or make available to Company any Personal Data in
violation of the Agreement or otherwise inappropriate for the nature of the Services, and shall indemnify Company from all
claims and losses in connection therewith.
2.2 Company shall not process Personal Data (i) for purposes other than those set forth in the Agreement and/or Exhibit A, (ii)
in a manner inconsistent with the terms and conditions set forth in this DPA or any other documented instructions provided by
Customer, including with regard to transfers of Personal Data to a third country or an international organization, unless
required to do so by a Supervisory Authority or applicable law to which Company is subject; in such a case, Company shall
inform Customer of that legal requirement before processing, unless that law prohibits such information on important grounds
of public interest, or (iii) in violation of Data Protection Laws. Customer hereby instructs Company to process Personal Data in
accordance with the foregoing and as part of any processing initiated by Customer in its use of the Services.
2.3 The subject matter, nature, purpose, and duration of this processing, as well as the types of Personal Data collected and
categories of Data Subjects, are described in Exhibit A to this DPA.
2.4 Company shall not use Customer Data, Customer Personal Data, prompts, outputs, uploaded content, or other Customer-
specific information to train, fine-tune, improve, benchmark, or develop any artificial intelligence model, large language model,
or other product or service, except solely as necessary to provide the Services to Customer.
2.5 Following completion of the Services, and in any event within thirty (30) days following termination or expiration of the
Services, at Customer's choice, Company shall return or securely delete Customer's Personal Data, unless further storage of
such Personal Data is required or authorized by applicable law. Such deletion shall include Customer Personal Data held by
Company and its subprocessors. If return or destruction is impracticable or prohibited by law, rule or regulation, Company shall
take measures to block such Personal Data from any further processing (except to the extent necessary for its continued
hosting or processing required by law, rule or regulation) and shall continue to appropriately protect the Personal Data
remaining in its possession, custody, or control. If Customer and Company have entered into Standard Contractual Clauses as
described in Section 5 (Transfers of Personal Data), the parties agree that the certification of deletion of Personal Data that is
described in Clause 8.1(d) and Clause 8.5 of the EU SCCs (as applicable) shall be provided by Company to Customer only
upon Customer's request. Notwithstanding the foregoing, Company may retain Personal Data: (a) in backup systems for up to
ninety (90) days following deletion from production, after which such data will be overwritten in the ordinary course; (b) as
reasonably necessary to investigate or respond to security incidents; (c) as reasonably necessary to establish, exercise, or
defend legal claims; and (d) in aggregated or de-identified form that does not identify Customer or any Data Subject. Personal
Data retained under (a)-(c) will remain subject to the protections of this DPA and will be deleted promptly when the applicable
purpose is fulfilled.
2.6 U.S. State Privacy Laws. To the extent Customer Personal Data is subject to any applicable U.S. State Privacy Laws, the
parties agree that such processing shall be carried out in accordance with Exhibit E.
3. Confidentiality
Company shall ensure that any person it authorizes to process Personal Data has agreed to protect Personal Data in
accordance with Company's confidentiality obligations in the Agreement. Customer agrees that Company may disclose
Personal Data to its advisers, auditors or other third parties as reasonably required in connection with the performance of its
obligations under this DPA, the Agreement, or the provision of Services to Customer.
4. Authorized Subprocessors
4.1 Customer acknowledges and agrees that Company may (1) engage its Affiliates and Authorized Subprocessors to access
and process Personal Data in connection with the Services and (2) from time to time engage additional third parties for the
purpose of providing the Services, including without limitation the processing of Personal Data. By way of this DPA, Customer
provides general written authorization to Company to engage subprocessors as necessary to perform the Services.
4.2 A list of Company's current Authorized Subprocessors (the "List") will be made available to Customer, either attached
hereto, at a link provided to Customer, via email or through another means made available to Customer. Such List may be
updated by Company from time to time. Company may provide a mechanism to subscribe to notifications of new Authorized
Subprocessors and Customer agrees to subscribe to such notifications where available. At least thirty (30) days before
enabling any third party other than existing Authorized Subprocessors to access or participate in the processing of Personal
Data, Company will add such third party to the List and notify Customer via email. Customer may object to such an
engagement by informing Company within thirty (30) days of receipt of the aforementioned notice, provided such objection is
in writing and based on reasonable grounds relating to data protection. Customer acknowledges that certain subprocessors
are essential to providing the Services and that objecting to the use of a subprocessor may prevent Company from offering the
Services to Customer.
4.3 If Customer reasonably objects to an engagement in accordance with Section 4.2, and Company cannot provide a
commercially reasonable alternative within a reasonable period of time, Customer may discontinue the use of the affected
Service by providing written notice to Company. Discontinuation shall not relieve Customer of any fees owed to Company
under the Agreement.
4.4 If Customer does not object to the engagement of a third party in accordance with Section 4.2 within thirty (30) days of
notice by Company, that third party will be deemed an Authorized Subprocessor for the purposes of this DPA.
4.5 Company will enter into a written agreement with each Authorized Subprocessor imposing on the Authorized
Subprocessor data protection obligations comparable to those imposed on Company under this DPA with respect to the
protection of Personal Data. If an Authorized Subprocessor fails to fulfill its data protection obligations under such written
agreement with Company, Company will remain liable to Customer for the performance of the Authorized Subprocessor's
obligations under such agreement.
4.6 If Customer and Company have entered into Standard Contractual Clauses as described in Section 5 (Transfers of
Personal Data), (i) the above authorizations will constitute Customer's prior written consent to the subcontracting by Company
of the processing of Personal Data if such consent is required under the Standard Contractual Clauses, and (ii) the parties
agree that copies of the agreements with Authorized Subprocessors that must be provided by Company to Customer pursuant
to Clause 9(c) of the EU SCCs may have commercial information, or information unrelated to the Standard Contractual
Clauses or their equivalent, removed by Company beforehand, and that such copies will be provided by Company only upon
request by Customer.
5. Security of Personal Data
Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of
processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, Company shall
maintain appropriate technical and organizational measures to ensure a level of security appropriate to the risk of processing
Personal Data. Exhibit C sets forth additional information about Company's technical and organizational security measures.
5.1 Transfers of Personal Data
The parties agree that Company may transfer Personal Data processed under this DPA outside the EEA, the UK, or
Switzerland as necessary to provide the Services. Customer acknowledges that Company's primary processing operations
take place in the United States, and that the transfer of Customer's Personal Data to the United States is necessary for the
provision of the Services to Customer. If Company transfers Personal Data protected under this DPA to a jurisdiction for which
the European Commission has not issued an adequacy decision, Company will ensure that appropriate safeguards have been
implemented for the transfer of Personal Data in accordance with Data Protection Laws.
5.2 Ex-EEA Transfers
The parties agree that ex-EEA Transfers will be made pursuant to the EU SCCs, which are deemed entered into and
incorporated into this DPA by reference and completed as set forth below. To the extent Company is certified to and relies
upon the Data Privacy Framework for an applicable transfer, such transfer may also be made pursuant to the Data Privacy
Framework.
5.2.1 Module One (Controller to Controller) of the EU SCCs apply when Company is processing Personal Data as a controller
pursuant to Section 7 of this DPA.
5.2.2 Module Two (Controller to Processor) of the EU SCCs apply when Customer is a controller and Company is processing
Personal Data for Customer as a processor pursuant to Section 2 of this DPA.
5.2.3 Module Three (Processor to Subprocessor) of the EU SCCs apply when Customer is a processor and Company is
processing Personal Data on behalf of Customer as a subprocessor.
5.3 SCC Completion
5.3.1 The optional docking clause in Clause 7 does not apply.
5.3.2 In Clause 9, Option 2 (general written authorization) applies, and the minimum time period for prior notice of
subprocessor changes shall be as set forth in Section 4.2 of this DPA.
5.3.3 In Clause 11, the optional language does not apply.
5.3.4 All square brackets in Clause 13 are hereby removed.
5.3.5 In Clause 17 (Option 1), the EU SCCs will be governed by Ireland law.
5.3.6 In Clause 18(b), disputes will be resolved before the courts of Ireland.
5.3.7 Exhibit B to this DPA contains the information required in Annex I and Annex III of the EU SCCs.
5.3.8 Exhibit C to this DPA contains the information required in Annex II of the EU SCCs.
5.3.9 By entering into this DPA, the parties are deemed to have signed the EU SCCs incorporated herein, including their
Annexes.
5.4 Ex-UK Transfers
The parties agree that ex-UK Transfers will be made pursuant to the UK SCCs, which are deemed entered into and
incorporated into this DPA by reference, and amended and completed in accordance with the UK Addendum incorporated
herein as Exhibit D. To the extent Company is certified to and relies upon the Data Privacy Framework, including the UK
Extension, for an applicable transfer, such transfer may also be made pursuant to the Data Privacy Framework.
5.5 Supplementary Measures
5.5.1 If, after the date of this DPA, the Data Importer receives any request from a law enforcement or government agency for
Customer's Personal Data (a "Government Agency Request"), Company shall attempt to redirect the law enforcement or
government agency to request that data directly from Customer. As part of this effort, Company may provide Customer's basic
contact information to the government agency. If compelled to disclose Customer's Personal Data to a law enforcement or
government agency, Company shall give Customer reasonable notice of the demand and cooperate to allow Customer to seek
a protective order or other appropriate remedy unless Company is legally prohibited from doing so. Company shall not
voluntarily disclose Personal Data to any law enforcement or government agency. Data Exporter and Data Importer shall, as
soon as reasonably practicable, discuss and determine whether all or any transfers of Personal Data pursuant to this DPA
should be suspended in light of such Government Agency Requests.
5.5.2 The Data Exporter and Data Importer will meet regularly to consider whether: (i) the protection afforded by the laws of
the country of the Data Importer to data subjects whose Personal Data is being transferred is sufficient to provide broadly
equivalent protection to that afforded in the EEA or the UK, whichever the case may be; (ii) additional measures are
reasonably necessary to enable the transfer to be compliant with the Data Protection Laws; and (iii) it is still appropriate for
Personal Data to be transferred to the relevant Data Importer, taking into account all relevant information available to the
parties, together with guidance provided by supervisory authorities.
5.5.3 If Data Protection Laws require the Data Exporter to execute the Standard Contractual Clauses applicable to a particular
transfer of Personal Data to a Data Importer as a separate agreement, the Data Importer shall, on request of the Data
Exporter, promptly execute such Standard Contractual Clauses incorporating such amendments as may reasonably be
required by the Data Exporter to reflect the applicable appendices and annexes, the details of the transfer, and the
requirements of the relevant Data Protection Laws.
5.5.4 If either (i) any of the means of legitimizing transfers of Personal Data outside of the EEA or UK set forth in this DPA
ceases to be valid or (ii) any supervisory authority requires transfers of Personal Data pursuant to those means to be
suspended, then Data Importer may by notice to the Data Exporter, with effect from the date set out in such notice, amend or
put in place alternative arrangements in respect of such transfers, as required by Data Protection Laws.
5.6 Rights of Data Subjects
Company shall, to the extent permitted by law, notify Customer upon receipt of a request by a Data Subject to exercise the
Data Subject's right of access, rectification, erasure, data portability, restriction or cessation of processing, withdrawal of
consent to processing, and/or objection to being subject to processing that constitutes automated decision-making (such
requests individually and collectively, "Data Subject Requests"). If Company receives a Data Subject Request in relation to
Customer's data, Company will advise the Data Subject to submit their request to Customer and Customer will be responsible
for responding to such request, including, where necessary, by using the functionality of the Services. Customer is solely
responsible for ensuring that Data Subject Requests for erasure, restriction or cessation of processing, or withdrawal of
consent to processing of any Personal Data are communicated to Company, and, if applicable, for ensuring that a record of
consent to processing is maintained with respect to each Data Subject.
5.7 Data Subject Request Assistance
Company shall, at the request of Customer, and taking into account the nature of the processing applicable to any Data
Subject Request, apply appropriate technical and organizational measures to assist Customer in complying with Customer's
obligation to respond to such Data Subject Request and/or in demonstrating such compliance, where possible, provided that
(i) Customer is itself unable to respond without Company's assistance and (ii) Company is able to do so in accordance with all
applicable laws, rules, and regulations. Customer shall be responsible to the extent legally permitted for any costs and
expenses arising from any such assistance by Company.
6. Actions and Access Requests; Audits
6.1 Company shall, taking into account the nature of the processing and the information available to Company, provide
Customer with reasonable cooperation and assistance where necessary for Customer to comply with its obligations under the
Data Protection Laws to conduct a data protection impact assessment and/or to demonstrate such compliance, provided that
Customer does not otherwise have access to the relevant information. Customer shall be responsible to the extent legally
permitted for any costs and expenses arising from any such assistance by Company.
6.2 Company shall, taking into account the nature of the processing and the information available to Company, provide
Customer with reasonable cooperation and assistance with respect to Customer's cooperation and/or prior consultation with
any Supervisory Authority or regulatory agency, where necessary and where required by the Data Protection Laws. Customer
shall be responsible to the extent legally permitted for any costs and expenses arising from any such assistance by Company.
6.3 Company shall maintain records sufficient to demonstrate its compliance with its obligations under this DPA, and retain
such records for a period of three (3) years after the termination of the Agreement. Customer shall, with reasonable notice to
Company, have the right to review, audit and copy such records at Company's offices during regular business hours.
6.4 Upon Customer's written request at reasonable intervals, and subject to reasonable confidentiality controls, Company shall
either (i) make available for Customer's review copies of certifications or reports demonstrating Company's compliance with
prevailing data security standards applicable to the processing of Customer's Personal Data, or (ii) if the provision of reports or
certifications pursuant to (i) is not reasonably sufficient under Data Protection Laws, allow Customer's independent third party
representative to conduct an audit or inspection of Company's data security infrastructure and procedures that is sufficient to
demonstrate Company's compliance with its obligations under Data Protection Laws, provided that (a) Customer provides
reasonable prior written notice of any such request for an audit and such inspection shall not be unreasonably disruptive to
Company's business; (b) such audit shall only be performed during business hours and occur no more than once per calendar
year; and (c) such audit shall be restricted to data relevant to Customer. Customer shall be responsible for the costs of any
such audits or inspections, including without limitation a reimbursement to Company for any time expended for on-site audits.
If Customer and Company have entered into Standard Contractual Clauses as described in Section 5 (Transfers of Personal
Data), the parties agree that the audits described in Clause 8.9 of the EU SCCs shall be carried out in accordance with this
Section 6.4.
6.5 Company shall immediately notify Customer if an instruction, in Company's opinion, infringes Data Protection Laws or an
instruction of a Supervisory Authority.
6.6 In the event of a Personal Data Breach, Company shall, without undue delay, and in any event no later than seventy-two
(72) hours after becoming aware of the Personal Data Breach, inform Customer of the Personal Data Breach and take such
steps as Company in its sole discretion deems necessary and reasonable to remediate such violation (to the extent that
remediation is within Company's reasonable control).
6.7 In the event of a Personal Data Breach, Company shall, taking into account the nature of the processing and the
information available to Company, provide Customer with reasonable cooperation and assistance necessary for Customer to
comply with its obligations under the Data Protection Laws with respect to notifying (i) the relevant Supervisory Authority or
regulatory agency and (ii) Data Subjects affected by such Personal Data Breach without undue delay.
6.8 The obligations described in Sections 6.6 and 6.7 shall not apply in the event that a Personal Data Breach results from the
actions or omissions of Customer. Company's obligation to report or respond to a Personal Data Breach under Sections 6.6
and 6.7 will not be construed as an acknowledgement by Company of any fault or liability with respect to the Personal Data
Breach.
7. Company's Role as a Controller
The parties acknowledge and agree that with respect to Company Account Data and Company Usage Data, Company is an
independent controller, not a joint controller with Customer. Company will process Company Account Data and Company
Usage Data as a controller (i) to manage the relationship with Customer; (ii) to carry out Company's core business operations,
such as accounting, audits, tax preparation and filing and compliance purposes; (iii) to monitor, investigate, prevent and detect
fraud, security incidents and other misuse of the Services, and to prevent harm to Customer; (iv) for identity verification
purposes; (v) to comply with legal or regulatory obligations applicable to the processing and retention of Personal Data to
which Company is subject; and (vi) as otherwise permitted under Data Protection Laws and in accordance with this DPA and
the Agreement. Company may also process Company Usage Data as an independent controller to provide, optimize, secure,
and maintain the Services, to investigate and prevent fraud, security incidents, abuse, and misuse of the Services, and to
comply with applicable legal or regulatory obligations, provided that Company Usage Data shall not include Customer content,
prompts, outputs, uploaded documents, Confidential Information, Customer Personal Data, or other information that identifies
Customer or Customer users. Any processing by Company as a controller shall be in accordance with Company's privacy
policy set forth at https://www.iubenda.com/privacy-policy/45263214.
8. Conflict
In the event of any conflict or inconsistency among the following documents, the order of precedence will be: (1) the applicable
terms in the Standard Contractual Clauses; (2) the terms of this DPA; (3) the Agreement; and (4) Company's privacy policy.
Any claims brought in connection with this DPA will be subject to the terms and conditions, including, but not limited to, the
exclusions and limitations set forth in the Agreement.
Exhibit A
Details of Processing
Nature and Purpose of Processing: Company will process Customer's Personal Data as necessary to provide the Services
under the Agreement, for the purposes specified in the Agreement and this DPA, and in accordance with Customer's
instructions as set forth in this DPA. The nature of processing includes, without limitation:
• Receiving data, including collection, accessing, retrieval, recording, and data entry
• Holding data, including storage, organization and structuring
• Using data, including analysis, consultation, testing, automated decision making and profiling
• Updating data, including correcting, adaptation, alteration, alignment and combination
• Protecting data, including restricting, encrypting, and security testing
• Sharing data, including disclosure, dissemination, allowing access or otherwise making available
• Returning data to the data exporter or data subject
• Erasing data, including destruction and deletion
Duration of Processing: Company will process Customer's Personal Data as long as required (i) to provide the Services to
Customer under the Agreement; or (ii) by applicable law or regulation. Company Account Data and Company Usage Data will
be processed and stored as set forth in Company's privacy policy.
Categories of Data Subjects: Customer end-users/customers
Categories of Personal Data: Company processes Personal Data contained in Company Account Data, Company Usage
Data, and any Personal Data provided by Customer (including any Personal Data Customer collects from its end users and
processes through its use of the Services) or collected by Company in order to provide the Services or as otherwise set forth
in the Agreement or this DPA. Categories of Personal Data include name, location, email address, phone number, address,
occupation, and title.
Sensitive Data or Special Categories of Data: None
Exhibit B
SCC Annex Information and Authorized Subprocessors
The following includes the information required by Annex I and Annex III of the EU SCCs, and Table 1, Annex 1A, and Annex
1B of the UK Addendum.
1. The Parties
Item Data Exporter Data Importer
Party Customer Poll the People, Inc. (dba: CustomGPT.ai)
Address As designated by Customer in Customer's 16192 Coastal Highway, Lewes, Delaware
account or applicable Order Form 19958
Contact details As designated by Customer in Customer's CustomGPT Operations
account ([email protected])
Signature and date By entering into the Agreement, Data By entering into the Agreement, Data
Exporter is deemed to have signed these Importer is deemed to have signed these
Standard Contractual Clauses incorporated Standard Contractual Clauses incorporated
herein, as of the Effective Date of the herein, as of the Effective Date of the
Agreement. Agreement.
Role The Data Exporter's role is set forth in The Data Importer's role is set forth in
Section 2 of this DPA. Section 2 of this DPA.
2. Description of the Transfer
Description Details
Data Subjects As described in Exhibit A of the DPA
Categories of Personal Data As described in Exhibit A of the DPA
Special Category Personal Data (if As described in Exhibit A of the DPA
applicable)
Nature of the Processing As described in Exhibit A of the DPA
Purposes of Processing As described in Exhibit A of the DPA
Duration of Processing and Retention As described in Exhibit A of the DPA
(or the criteria to determine such period)
Frequency of the transfer As necessary to perform the obligations and exercise the rights set forth
in the Agreement and this DPA.
Recipients of Personal Data Transferred Company's list of Authorized Subprocessors is set forth below or
to the Data Importer otherwise made available in accordance with Section 4.2 of the DPA.
3. Competent Supervisory Authority
The supervisory authority shall be the supervisory authority of the Data Exporter, as determined in accordance with Clause 13
of the EU SCCs. The supervisory authority for the purposes of the UK Addendum shall be the UK Information Commissioner's
Office.
4. List of Authorized Subprocessors
Company's current list of Authorized Subprocessors may be made available at a Trust Center, subprocessor page, by email,
or through another means made available to Customer. As of the effective date of this template, the following Authorized
Subprocessors are listed:
Authorized Contact Description of Processing Processing
Subprocessor Location
Amazon Web Services, [email protected] Cloud hosting, infrastructure, storage, United States
Inc. and content delivery services.
OpenAI, Inc. [email protected] Generative AI processing services United States
used to provide the Services.
Pinecone Systems, Inc. [email protected] Vector database storage and retrieval United States
services.
Microsoft Azure [email protected] Cloud hosting, infrastructure, storage, United States
and content delivery services.
Exhibit C
Description of the Technical and Organizational Security Measures implemented by the Data Importer
The following includes the information required by Annex II of the EU SCCs and Annex II of the UK Addendum.
Technical and Organizational Security Measure Details
Measures of pseudonymisation and encryption of personal As outlined in https://customgpt.ai/security/
data
Measures for ensuring ongoing confidentiality, integrity, As outlined in https://customgpt.ai/security/
availability and resilience of processing systems and
services
Measures for ensuring the ability to restore the availability As outlined in https://customgpt.ai/security/
and access to personal data in a timely manner in the
event of a physical or technical incident
Processes for regularly testing, assessing and evaluating SOC-2 Type 2 and as outlined in
the effectiveness of technical and organizational measures https://customgpt.ai/security/
in order to ensure the security of the processing
Measures for user identification and authorization MFA and as outlined in https://customgpt.ai/security/
Measures for the protection of data during transmission SOC-2 Type 2 and as outlined in
https://customgpt.ai/security/
Measures for the protection of data during storage SOC-2 Type 2 and as outlined in
https://customgpt.ai/security/
Measures for ensuring physical security of locations at SOC-2 Type 2 and as outlined in
which personal data are processed https://customgpt.ai/security/
Measures for ensuring event logging SOC-2 Type 2 and as outlined in
https://customgpt.ai/security/
Measures for ensuring system configuration, including SOC-2 Type 2 and as outlined in
default configuration https://customgpt.ai/security/
Measures for internal IT and IT security governance and SOC-2 Type 2 and as outlined in
management https://customgpt.ai/security/
Measures for certification/assurance of processes and SOC-2 Type 2 and as outlined in
products https://customgpt.ai/security/
Measures for ensuring data minimisation SOC-2 Type 2 and as outlined in
https://customgpt.ai/security/
Measures for ensuring data quality SOC-2 Type 2 and as outlined in
https://customgpt.ai/security/
Measures for ensuring limited data retention SOC-2 Type 2 and as outlined in
https://customgpt.ai/security/
Measures for ensuring accountability SOC-2 Type 2 and as outlined in
https://customgpt.ai/security/
Measures for allowing data portability and ensuring SOC-2 Type 2 and as outlined in
erasure https://customgpt.ai/security/
Technical and organizational measures of subprocessors Company enters into Data Processing Agreements
with its Authorized Subprocessors with data protection
obligations substantially similar to those contained in
this DPA.
Exhibit D
UK Addendum
International Data Transfer Addendum to the EU Commission Standard Contractual Clauses
Part 1: Tables
Table 1: Parties
Item Exporter Importer
Start Date This UK Addendum shall have the same This UK Addendum shall have the same
effective date as the DPA. effective date as the DPA.
Parties' Details Customer Company
Key Contact See Exhibit B of this DPA See Exhibit B of this DPA
Table 2: Selected SCCs, Modules and Selected Clauses
EU SCCs The version of the Approved EU SCCs which this UK Addendum is appended to as
defined in the DPA and completed by Sections 5.2 and 5.3 of the DPA.
Table 3: Appendix Information
"Appendix Information" means the information which must be provided for the selected modules as set out in the Appendix of
the Approved EU SCCs (other than the Parties), and which for this UK Addendum is set out in:
Appendix Item Location
Annex 1A: List of Parties As per Table 1 above
Annex 1B: Description of Transfer See Exhibit B of this DPA
Annex II: Technical and organisational measures See Exhibit C of this DPA
including technical and organisational measures to
ensure the security of the data
Annex III: List of Sub processors (Modules 2 and 3 only) See Exhibit B of this DPA
Table 4: Ending this UK Addendum when the Approved UK Addendum Changes
Ending this UK Addendum when the Approved UK Addendum Selection
changes
Importer Yes
Exporter Yes
Neither Party No
Entering into this UK Addendum
1. Each party agrees to be bound by the terms and conditions set out in this UK Addendum, in exchange for the other party
also agreeing to be bound by this UK Addendum.
2. Although Annex 1A and Clause 7 of the Approved EU SCCs require signature by the Parties, for the purpose of making ex-
UK Transfers, the Parties may enter into this UK Addendum in any way that makes them legally binding on the Parties and
allows data subjects to enforce their rights as set out in this UK Addendum. Entering into this UK Addendum will have the
same effect as signing the Approved EU SCCs and any part of the Approved EU SCCs.
Interpretation of this UK Addendum
3. Where this UK Addendum uses terms that are defined in the Approved EU SCCs those terms shall have the same meaning
as in the Approved EU SCCs. In addition, the following terms have the following meanings:
Term Meaning
UK Addendum This International Data Transfer Addendum incorporating the EU SCCs, attached to
the DPA as Exhibit D.
EU SCCs The version(s) of the Approved EU SCCs which this UK Addendum is appended to, as
set out in Table 2, including the Appendix Information.
Appendix Information As set out in Table 3.
Appropriate Safeguards The standard of protection over the personal data and of data subjects' rights, which is
required by UK Data Protection Laws when making an ex-UK Transfer relying on
standard data protection clauses under Article 46(2)(d) UK GDPR.
Approved UK Addendum The template Addendum issued by the ICO and laid before Parliament in accordance
with s119A of the Data Protection Act 2018 on 2 February 2022, as may be revised
under Section 18 of the UK Addendum.
Approved EU SCCs The standard contractual clauses approved by the European Commission in
Commission Decision 2021/914 dated 4 June 2021, for transfers of personal data to
countries not otherwise recognized as offering an adequate level of protection for
personal data by the European Commission, as amended and updated from time to
time.
ICO The Information Commissioner of the United Kingdom.
ex-UK Transfer Has the same definition as set forth in the DPA.
UK The United Kingdom of Great Britain and Northern Ireland.
UK Data Protection Laws All laws relating to data protection, the processing of personal data, privacy and/or
electronic communications in force from time to time in the UK, including the UK
GDPR and the Data Protection Act 2018.
UK GDPR Has the definition set forth in the DPA.
4. The UK Addendum must always be interpreted in a manner that is consistent with UK Data Protection Laws and so that it
fulfils the Parties' obligation to provide the Appropriate Safeguards.
5. If the provisions included in the UK Addendum amend the Approved EU SCCs in any way which is not permitted under the
Approved EU SCCs or the Approved UK Addendum, such amendment(s) will not be incorporated in the UK Addendum and
the equivalent provision of the Approved EU SCCs will take their place.
6. If there is any inconsistency or conflict between UK Data Protection Laws and the UK Addendum, UK Data Protection Laws
applies.
7. If the meaning of the UK Addendum is unclear or there is more than one meaning, the meaning which most closely aligns
with UK Data Protection Laws applies.
8. Any references to legislation (or specific provisions of legislation) means that legislation (or specific provision) as it may
change over time. This includes where that legislation (or specific provision) has been consolidated, re-enacted and/or
replaced after the UK Addendum has been entered into.
Hierarchy
9. Although Clause 5 of the Approved EU SCCs sets out that the Approved EU SCCs prevail over all related agreements
between the parties, the parties agree that, for ex-UK Transfers, the hierarchy in Section 10 below will prevail.
10. Where there is any inconsistency or conflict between the Approved UK Addendum and the EU SCCs (as applicable), the
Approved UK Addendum overrides the EU SCCs, except where (and insofar as) the inconsistent or conflicting terms of the EU
SCCs provides greater protection for data subjects, in which case those terms will override the Approved UK Addendum.
11. Where this UK Addendum incorporates EU SCCs which have been entered into to protect ex-EU Transfers subject to the
GDPR, the parties acknowledge that nothing in the UK Addendum impacts those EU SCCs.
Incorporation and Changes to the EU SCCs
12. This UK Addendum incorporates the EU SCCs which are amended to the extent necessary so that: (a) together they
operate for data transfers made by the data exporter to the data importer, to the extent that UK Data Protection Laws apply to
the data exporter's processing when making that data transfer, and they provide Appropriate Safeguards for those data
transfers; (b) Sections 9 to 11 above override Clause 5 (Hierarchy) of the EU SCCs; and (c) the UK Addendum (including the
EU SCCs incorporated into it) is (1) governed by the laws of Northern Ireland and (2) any dispute arising from it is resolved by
the courts of Northern Ireland.
13. Unless the parties have agreed alternative amendments which meet the requirements of Section 12 of this UK Addendum,
the provisions of Section 15 of this UK Addendum will apply.
14. No amendments to the Approved EU SCCs other than to meet the requirements of Section 12 of this UK Addendum may
be made.
15. The following amendments to the EU SCCs (for the purpose of Section 12 of this UK Addendum) are made: (a)
References to the "Clauses" means this UK Addendum, incorporating the EU SCCs; (b) in Clause 2, delete the words "and,
with respect to data transfers from controllers to processors and/or processors to processors, standard contractual clauses
pursuant to Article 28(7) of Regulation (EU) 2016/679"; (c) Clause 6 is replaced with the description of transfers specified in
Annex I.B where UK Data Protection Laws apply; (d) onward transfer adequacy references are replaced with the
corresponding UK adequacy regulations language; (e) references to Regulation (EU) 2016/679 are replaced by UK Data
Protection Laws and equivalent provisions; (f) references to the European Union, Union, EU, EU Member State, Member
State, and EU or Member State are replaced with the UK; (g) the competent supervisory authority is replaced with the
Information Commissioner; (h) Clause 17 is replaced with governance by the laws of Northern Ireland; (i) Clause 18 is
replaced with jurisdiction of the courts of Northern Ireland, with data subjects able to bring proceedings before the courts of
any country in the UK; and (j) the footnotes to the Approved EU SCCs do not form part of the UK Addendum, except for
footnotes 8, 9, 10 and 11.
Amendments to the UK Addendum
16. The parties may agree to change Clauses 17 and/or 18 of the EU SCCs to refer to the laws and/or courts of Scotland and
Northern Ireland.
17. If the parties wish to change the format of the information included in Part 1: Tables of the Approved UK Addendum, they
may do so by agreeing to the change in writing, provided that the change does not reduce the Appropriate Safeguards.
18. From time to time, the ICO may issue a revised Approved UK Addendum which makes reasonable and proportionate
changes to the Approved UK Addendum, including correcting errors in the Approved UK Addendum, and/or reflects changes
to UK Data Protection Laws. The revised Approved UK Addendum will specify the start date from which the changes are
effective and whether the parties need to review this UK Addendum including the Appendix Information. This UK Addendum is
automatically amended as set out in the revised Approved UK Addendum from the start date specified.
19. If the ICO issues a revised Approved UK Addendum under Section 18 of this UK Addendum, if a party will as a direct result
of the changes have a substantial, disproportionate and demonstrable increase in its direct costs of performing its obligations
under the UK Addendum and/or its risk under the UK Addendum, and in either case it has first taken reasonable steps to
reduce those costs or risks so that it is not substantial and disproportionate, then that party may end this UK Addendum at the
end of a reasonable notice period by providing written notice for that period to the other party before the start date of the
revised Approved UK Addendum.
20. The parties do not need the consent of any third party to make changes to this UK Addendum, but any changes must be
made in accordance with its terms.
Exhibit E
United States Privacy Law Exhibit
This United States Privacy Law Exhibit ("Exhibit") supplements the DPA and applies to the extent Customer Personal Data is
subject to any applicable U.S. State Privacy Laws. Any terms not defined in this Exhibit shall have the meanings set forth in
the DPA, the Agreement, or the applicable U.S. State Privacy Laws.
A. General U.S. State Privacy Law Terms
1. For purposes of this Exhibit, terms such as "Controller", "Processor", "Business", "Service Provider", "Contractor",
"Consumer", "Personal Data", "Personal Information", "Sell", "Share", and "Processing" shall have the meanings given to them
under the applicable U.S. State Privacy Laws.
2. Except with respect to Company Account Data and Company Usage Data, the parties acknowledge and agree that
Customer is the controller, business, regulated entity, or equivalent role under applicable U.S. State Privacy Laws, and
Company is the processor, service provider, contractor, or equivalent role under applicable U.S. State Privacy Laws, in each
case to the extent such law applies.
3. Customer shall disclose Customer Personal Data to Company only for the limited and specified purposes described in
Exhibit A to this DPA, the Agreement, and Customer's documented instructions.
4. Company shall process Customer Personal Data only for the limited and specified purposes described in Exhibit A to this
DPA, the Agreement, and Customer's documented instructions, and as otherwise permitted by applicable U.S. State Privacy
Laws.
5. Company shall not retain, use, disclose, or otherwise process Customer Personal Data outside of the direct business
relationship between Company and Customer except as permitted by the Agreement, this DPA, Customer's documented
instructions, or applicable U.S. State Privacy Laws.
6. Company shall not Sell or Share Customer Personal Data, as those terms are defined under the CCPA, and shall not
process Customer Personal Data for targeted advertising or cross-context behavioral advertising except to the extent
expressly instructed by Customer and permitted by applicable law.
7. Company shall not combine Customer Personal Data with personal data that Company receives from or on behalf of
another person or collects from its own interaction with a Consumer, except as permitted by applicable U.S. State Privacy
Laws.
8. Company shall comply with obligations applicable to processors, service providers, contractors, or equivalent roles under
applicable U.S. State Privacy Laws, including by providing Customer Personal Data the level of privacy protection required by
such laws.
9. Company shall notify Customer if Company makes a determination that it can no longer meet its obligations under
applicable U.S. State Privacy Laws.
10. Company shall assist Customer in responding to Consumer rights requests as set forth in Section 5.7 of the DPA.
11. Company shall maintain the confidentiality of Customer Personal Data and require that each person processing such
Customer Personal Data be subject to a duty of confidentiality with respect to such processing.
12. Company shall implement and maintain appropriate technical and organizational measures as described in Section 5 and
Exhibit C of the DPA.
13. Upon Customer's written request, Company shall delete or return Customer Personal Data in accordance with Section 2.5
of the DPA, unless retention is required or authorized by law, this DPA, or the Agreement.
14. Company shall only engage a new subprocessor to assist Company in providing the Services to Customer under the
Agreement in accordance with Section 4.2 of the DPA, including by providing notice and an opportunity to object as described
therein, and by entering into a written contract with the subprocessor requiring the subprocessor to observe applicable
requirements under applicable U.S. State Privacy Laws.
15. Upon Customer's written request at reasonable intervals, Company shall, as set forth in Sections 6.3 and 6.4 of the DPA,
make available to Customer information in Company's possession that is reasonably necessary to demonstrate Company's
compliance with its obligations under applicable U.S. State Privacy Laws and allow and cooperate with reasonable inspections
or audits as required or permitted under such laws.
16. If Customer determines that Company is processing Customer Personal Data in an unauthorized manner, Customer may,
taking into account the nature of Company's processing and the nature of the Customer Personal Data processed by
Company on behalf of Customer, take commercially reasonable and appropriate steps to stop and remediate such
unauthorized processing.
B. California-Specific Terms
1. For purposes of the CCPA, the parties acknowledge and agree that Company is a Service Provider and, as applicable, a
Contractor, and is receiving Personal Information from Customer in order to provide the Services pursuant to the Agreement,
which constitutes a Business Purpose.
2. Company shall not Sell or Share Personal Information provided by Customer under the Agreement.
3. Company shall not retain, use, or disclose Personal Information provided by Customer pursuant to the Agreement for any
purpose, including a Commercial Purpose, other than as necessary for the specific purpose of performing the Services for
Customer pursuant to the Agreement, as otherwise set forth in the Agreement or this DPA, or as permitted by the CCPA.
4. Company shall not retain, use, or disclose Personal Information provided by Customer pursuant to the Agreement outside of
the direct business relationship between Company and Customer, except where and to the extent permitted by the CCPA.
5. Company will not combine Personal Information received from, or on behalf of, Customer with Personal Information that it
receives from, or on behalf of, another party, or that it collects from its own interaction with the Consumer, except as permitted
by the CCPA.
6. Company shall comply with all obligations applicable to Service Providers and Contractors under the CCPA, including by
providing Personal Information provided by Customer under the Agreement the level of privacy protection required by the
CCPA.
C. Washington-Specific Terms
1. For purposes of this Part C, the terms "Consumer Health Data," "Processor," "Regulated Entity," "Small Business," and
"Process" or "Processing" have the meanings set forth in the Washington My Health My Data Act ("MHMDA").
2. Except with respect to Company Account Data and Company Usage Data (as defined in the DPA), the parties acknowledge
and agree that Company is a Processor for purposes of the MHMDA (to the extent it applies).
3. The nature, purpose, and duration of Processing, as well as the types of Consumer Health Data and categories of
Consumers, are described in Exhibit A to this DPA.
4. Company acknowledges that if it fails to adhere to Customer's instructions or processes Consumer Health Data outside the
scope of the Agreement or this DPA, Company may be subject to the obligations of a Regulated Entity or a Small Business, as
applicable, under the MHMDA.
D. Virginia-Specific Terms
1. In the event of a Personal Data Breach affecting Customer Personal Data subject to the Virginia Consumer Data Protection
Act ("VCDPA"), Company shall, in addition to its obligations under Sections 6.6 and 6.7 of the DPA and Part A of this Exhibit,
provide Customer with information sufficient to enable Customer to meet its obligations under Virginia’s breach notification
laws (Va. Code § 18.2-186.6).