Snapshot 218208
Normalized text
Scripts and page chrome removed; this is what change detection compares.
Aithon Tech
DPA
Version 1.0
This Data Processing Agreement (“DPA”) forms part of the Terms of Use (or other similarly titled written or electronic
agreement addressing the same subject matter) (“Agreement”) between Customer (as defined in the Agreement) and
Aithon under which the Processor provides the Controller with the software and services (the “Services”). The
Controller and the Processor are individually referred to as a “Party” and collectively as the “Parties”.
The Parties seek to implement this DPA to comply with the requirements of EU GDPR (defined hereunder) in relation to
Processor’s processing of Personal Data (as defined under the EU GDPR) as part of its obligations under the
Agreement.
This DPA shall apply to Processor’s processing of Personal Data, provided by the Controller as part of Processor’s
obligations under the Agreement.
Except as modified below, the terms of the Agreement shall remain in full force and effect.
1. Definitions
Terms not otherwise defined herein shall have the meaning given to them in the EU GDPR or the Agreement. The
following terms shall have the corresponding meanings assigned to them below:
a. "Data Transfer" means a transfer of the Personal Data from the Controller to the Processor, or between
two establishments of the Processor, or with a Sub-processor by the Processor.
b. “EU GDPR” means the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27
April 2016 on the protection of natural persons with regard to the processing of personal data and on the
free movement of such data and repealing Directive 95/46/EC (General Data Protection Regulation).
c. “Standard Contractual Clauses” means the contractual clauses attached hereto as Schedule 1 pursuant
to the European Commission’s Implementing Decision (EU) 2021/914 of 4 June 2021 on Standard
Contractual Clauses for the transfer of Personal Data to processors established in third countries which do
not ensure an adequate level of data protection.
d. “Controller” means the natural or legal person, public authority, agency, or other body which, alone or
jointly with others, determines the purposes and means of the processing of personal data; where the
purposes and means of such processing are determined by Union or Member State law, the controller or
the specific criteria for its nomination may be provided for by Union or Member State law.
e. “Processor” means a natural or legal person, public authority, agency, or other body which processes
personal data on behalf of the controller.
f. “Sub-processor” means a processor/ sub-contractor appointed by the Processor for the provision of all or
parts of the Services and Processes the Personal Data as provided by the Controller.
2. Purpose of this Agreement
This DPA sets out various obligations of the Processor in relation to the Processing of Personal Data and shall be
limited to the Processor’s obligations under the Agreement. If there is a conflict between the provisions of the
Agreement and this DPA, the provisions of this DPA shall prevail.
3. Categories of Personal Data and Data Subjects
The Controller authorizes permission to the Processor to process the Personal Data to the extent of which is
determined and regulated by the Controller. The current nature of the Personal Data is specified in Annex I to
Schedule 1 to this DPA.
4. Purpose of Processing
The objective of Processing of Personal Data by the Processor shall be limited to the Processor’s provision of the
Services to the Controller and or its Client, pursuant to the Agreement.
5. Duration of Processing
The Processor will Process Personal Data for the duration of the Agreement, unless otherwise agreed upon in
writing by the Controller.
6. Data Controller’s Obligations
a. The Data Controller shall warrant that it has all necessary rights to provide the Personal Data to the Data
Processor for the Processing to be performed in relation to the agreed services. To the extent required by Data
Privacy Laws, Data Controller is responsible for ensuring that it provides such Personal Data to Data
Processor based on an appropriate legal basis allowing lawful processing activities, including any necessary
Data Subject consents to this Processing are obtained, and for ensuring that a record of such consents is
maintained. Should such consent be revoked by the Data Subject, the Data Controller is responsible for
communicating the fact of such revocation to the Data Processor.
b. The Data Controller shall provide all natural persons from whom it collects Personal Data with the relevant
privacy notice.
c. The Data Controller shall request the Data Processor to purge Personal Data when required by the Data
Controller or any Data Subject whom it collects Personal Data unless the Data Processor is otherwise required
to retain the Personal Data by applicable law.
d. The Data Controller shall immediately advise the Data Processor in writing if it receives or learns of any:
i. Complaint or allegation indicating a violation of Data Privacy Laws regarding Personal Data;
ii. Request from one or more individuals seeking to access, correct, or delete Personal Data;
iii. Inquiry or complaint from one or more individuals relating to the collection, processing, use, or transfer of
Personal Data; and
iv. Any regulatory request, search warrant, or other legal, regulatory, administrative, or governmental
process seeking Personal Data
7. Data Processor’s Obligations
a. The Processor will follow written and documented instructions received, including email, from the Controller,
its affiliate, agents, or personnel, with respect to the Processing of Personal Data (each, an “Instruction”).
b. The Processing described in the Agreement and the relating documentation shall be considered as Instruction
from the Controller.
c. At the Data Controller’s request, the Data Processor will provide reasonable assistance to the Data Controller
in responding to/ complying with requests/ directions by Data Subject in exercising their rights or of the
applicable regulatory authorities regarding Data Processor’s Processing of Personal Data.
d. In relation to the Personal Data, Data Processor shall obtain consent (where necessary) and/or provide notice
to the Data Subject in accordance with Data Protection Laws to enable shared Personal Data to be provided
to, and used by, the other Party as contemplated by this Agreement.
e. Where shared Personal Data is transferred outside the Data Processor’s territorial boundaries, the transferor
shall ensure that the recipient of such data is under contractual obligations to protect such Personal Data to
the same or higher standards as those imposed under this Addendum and the Data Protection Laws.
f. The processor shall inform the controller if, in its opinion, a processing instruction infringes applicable
legislation or regulation.
g. As A Data Processor ,taking into account the nature of the processing and the information available to
the Data Processor, the Data Processor shall assist the data controller in conducting any necessary Data
Protection Impact Assessments (DPIAs), as required under GDPR.
8. Data Secrecy
a. To Process the Personal Data, the Processor will use personnel who are
i. Informed of the confidential nature of the Personal Data, and
ii. Perform the Services in accordance with the Agreement.
b. The Processor will regularly train individuals having access to Personal Data in data security and data privacy
in accordance with accepted industry practice and shall ensure that all the Personal Data is kept strictly
confidential.
c. The Processor will maintain appropriate technical and organizational measures for protection of the security,
confidentiality, and integrity of the Personal Data as per the specifications as per the standards mutually
agreed in writing by the Parties.
9. Audit Rights
a. Upon Controller’s reasonable request, the Processor will make available to the Controller, information as is
reasonably necessary to demonstrate Processor’s compliance with its obligations under the EU GDPR or
other applicable laws in respect of its Processing of the Personal Data.
b. When the Controller wishes to conduct the audit (by itself or through a representative) at Processor’s site, it
shall provide at least fifteen (15) days’ prior written notice to the Processor; the Processor will provide
reasonable cooperation and assistance in relation to audits, including inspections, conducted by the Controller
or its representative.
c. The Controller shall bear the expense of such an audit.
10. Mechanism of Data Transfers
Any Data Transfer for the purpose of Processing by the Processor in a country outside the European Economic
Area (the “EEA”) shall only take place in compliance as detailed in Schedule 1 to the DPA. Where such model
clauses have not been executed at the same time as this DPA, the Processor shall not unduly withhold the
execution of such template model clauses, where the transfer of Personal Data outside of the EEA is required for
the performance of the Agreement.
11. Sub-processors
a. The Controller acknowledges and agrees that the Processor, may engage a third-party Sub-processor(s) in
connection with the performance of the Services, provided such Sub-processor(s) take technical and
organizational measures to ensure confidentiality of Personal Data shared with them; The current Sub-
processors engaged by the Processors and approved by the Controller are listed in Annex III of Schedule 1
hereto. The processor shall notify the controller at least thirty (30) calendar days in advance of any intended
changes or additions to its Sub-processors listed in Annex III by emailing notice of the intended change to
Customer. In accordance with Article 28(4) of the GDPR, the Processor shall remain liable to Controller for
any failure on behalf of a Sub-processor to fulfil its data protection obligations under the DPA in connection
with the performance of the Services.
b. If the Controller has a concern that the Sub-processor(s) Processing of Personal Data is reasonably likely to
cause the Controller to breach its data protection obligations under the GDPR, the Controller may object to
Processor’s use of such Sub-processor and the Processor and Controller shall confer in good faith to
address such concern.
12. Personal Data Breach Notification
a. The Processor shall maintain defined procedures in case of a Personal Data Breach (as defined under the
GDPR) and shall without undue delay notify Controller if it becomes aware of any Personal Data Breach
unless such Data Breach is unlikely to result in a risk to the rights and freedoms of natural persons.
b. The Processor shall provide the Controller with all reasonable assistance to comply with the notification of
Personal Data Breach to Supervisory Authority and/or the Data Subject, to identify the cause of such Data
Breach and take such commercially reasonable steps as reasonably required to mitigate and remedy such
Data Breach.
c. No Acknowledgement of Fault by Processor. Processor’s notification of or response to a Personal Data
Breach under this DPA will not be construed as an acknowledgement by Processor of any fault or liability
with respect to the data incident.
13. Return and Deletion of Personal Data
a. The Processor shall at least thirty (30) days from the end of the Agreement or cessation of the
Processor’s Services under the Agreement, whichever occurs earlier, shall return to the Controller all the
Personal Data, or if the Controller so instructs, the Processor shall have the Personal Data deleted. The
Processor shall return such Personal Data in a commonly used format or in the current format in which it
was stored at discretion of the Controller, soon as reasonably practicable following receipt of Controller’s
notification.
b. In any case, the Processor shall delete Personal Data including all the copies of it as soon as reasonably
practicable following the end of the Agreement.
14. Technical and Organizational Measures
Having regard to the state of technological development and the cost of implementing any measures, the
Processor will take appropriate technical and organizational measures against the unauthorized or unlawful
processing of Personal Data and against the accidental loss or destruction of, or damage to, Personal Data to
ensure a level of security appropriate to: (a) the harm that might result from unauthorized or unlawful processing or
accidental loss, destruction or damage; and (b) the nature of the data to be protected [including the measures
stated in Annex II of Schedule 1]
SCHEDULE 1
ANNEX I
A. LIST OF PARTIES
Data exporter(s):
1. Name : Customer (As set forth in the relevant Order Form).
Address: As set forth in the relevant Order Form.
Contact person’s name, position, and contact details: As set forth in the relevant Order Form.
Activities relevant to the data transferred under these Clauses: Recipient of the Services provided by <organization
name> in accordance with the Agreement.
Signature and date: Signature and date are set out in the Agreement.
Role Controller/ Processor): Controller
Data importer(s):
1. Name: Aithon Tech, Inc
Address: 228 Park Ave S PMB 185800, New York, NY, 10003-1502, US
Contact person’s name, position, and contact details: Nico Vautier, CTO (Acting CISO), nico@aithon.ai
Activities relevant to the data transferred under these Clauses: Provision of the Services to the Customer in
accordance with the Agreement.
Signature and date: Signature and date are set out in the Agreement.
Role (controller/processor): Processor.
B. DESCRIPTION OF TRANSFER
1. Categories of data subjects whose personal data is transferred
2. Customer’s authorized users of the Services.
Categories of personal data transferred
3. Name, Address, Date of Birth, Age, Education, Email, Gender, Image, Job, Language, Phone, Related
person, Related URL, User ID, Username.
Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the
nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including
access only for staff having followed specialized training), keeping a record of access to the data, restrictions for
onward transfers or additional security measures.
4. No sensitive data collected.
The frequency of the transfer (e.g., whether the data is transferred on a one-off or continuous basis).
5. Continuous basis
Nature of the processing
The processing includes the collection, ingestion, parsing, transformation, storage, organization, structuring,
retrieval, analysis, enrichment, and deletion of Customer Personal Data as necessary to provide and support
the Services. This includes the use of automated tools and machine-learning models to analyze content,
generate insights, perform scoring, enable search and semantic retrieval, monitor system performance, and
support integrations with third-party systems (e.g., CRM, email, calendar, and messaging systems). It also
includes the secure transmission of Customer Personal Data to authorized subprocessors and the
performance of backups, logging, troubleshooting, and support services.
Purpose(s) of the data transfer and further processing
The purpose of the transfer is to facilitate the performance of the Services more fully described in the
Agreement and accompanying order forms.
The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that
period
The period for which the Customer Personal Data will be retained is more fully described in the Agreement,
Addendum, and accompanying order forms.
For transfers to (sub-) processors, also specify subject matter, nature, and duration of the processing
1. The subject matter, nature, and duration of the Processing more fully described in the Agreement,
Addendum, and accompanying order forms.
C.COMPETENT SUPERVISORY AUTHORITY
1. Data exporter is established in an EEA country.
2. The competent supervisory authority is as determined by application of Clause 13 of the EU SCCs.
ANNEX II - TECHNICAL AND ORGANIZATIONAL MEASURES (Aithon Tech, Inc.)
TECHNICAL AND ORGANIZATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA
This Annex describes the technical and organizational security measures implemented by
Aithon Tech, Inc. (“Aithon”) as the data processor/data importer to ensure an appropriate level
of security, taking into account the nature, scope, context, and purpose of the processing, and
the risks for the rights and freedoms of natural persons.
1. Security Management Program
Governance & Organization - Aithon maintains an information security program owned by
senior leadership and overseen by the CTO (acting CISO). Designated security personnel
are responsible for implementing, monitoring, and maintaining security controls.
Policies - Aithon maintains written security, privacy, and data protection policies reviewed
at least annually. Employees must acknowledge and comply with these policies.
Risk Management - Aithon performs periodic risk assessments of systems processing
Customer Personal Data and maintains a risk treatment plan consistent with industry
best practices for cloud SaaS providers.
Vendor Management - Aithon maintains a vendor management program including security
due diligence, DPA requirements, and continuous monitoring of subprocessors listed in
Annex III.
Incident Management - Aithon maintains an incident response plan including
classification, escalation, mitigation, forensics, customer notification, and post-incident
review. Aithon monitors internal and external channels for potential incidents.
2. Personnel Security
Background Screening - Where permitted by law, Aithon performs reasonable background
or reference checks on employees with access to production systems.
Confidentiality - All Aithon personnel are required to sign confidentiality agreements and
are contractually bound to protect Customer Personal Data.
Security & Privacy Training - Aithon provides onboarding and recurring training covering
secure handling of Customer Personal Data, phishing prevention, AI governance, and
incident reporting procedures.
Access Restrictions - Personnel access to Customer Personal Data is strictly limited to
authorized individuals requiring access to perform their job duties (“least privilege”).
3. Access Controls
Identity & Access Management - Aithon enforces authentication and authorization
controls across all systems, including:
SSO through Google Workspace
Mandatory Multi-Factor Authentication (MFA)
Role-based access control (RBAC)
Least-privilege IAM roles across AWS, Databricks, and internal tools
No shared user accounts
Access Reviews - Access rights are reviewed periodically and promptly revoked upon
termination or role change.
Administrative Access - Administrative access to production systems is restricted to a
small group of authorized personnel. Privileged access requires MFA and is logged.
Secure Code Access - Source code is stored in GitHub with branch protection, code
review requirements, and audit logging.
4. Infrastructure, Data Center, and Network Security
Cloud Infrastructure (AWS) - Aithon hosts its infrastructure exclusively on Amazon Web
Services (AWS) using AWS-managed services. AWS provides physical security,
environmental controls, and infrastructure hardening under the shared responsibility
model.
Network Segmentation - Aithon uses:
AWS VPCs
Private subnets
Security Groups (virtual firewalls)
Network ACLs
to restrict network access and isolate production environments.
No Public Exposure - Production databases and internal services are not exposed to the
public internet.
Logging & Monitoring - Aithon enables:
AWS CloudTrail (API logs)
CloudWatch (infrastructure monitoring)
Databricks workspace audit logs
GitHub audit logs
Logs are retained according to policy and monitored for anomalies.
Vulnerability Management - Aithon relies on AWS-managed infrastructure security and
performs:
Regular application dependency scanning (e.g., GitHub Dependabot)
Periodic penetration testing by qualified third parties
Patch management for application components
5. Encryption & Data Protection
Encryption in Transit - All data transmitted between systems is encrypted using TLS 1.2 or
higher.
Encryption at Rest - Customer Personal Data is encrypted at rest using AWS KMS-
managed keys.
Key Management - Aithon uses AWS native key management services (KMS). Keys are
rotated according to AWS best practices.
Data Isolation - Customer data is logically isolated within a multi-tenant architecture
through strict IAM policies, database separation controls, and namespace isolation.
6. Data Storage, Retention, and Destruction
Storage Architecture - Aithon stores Customer Personal Data using AWS managed storage
services, including Amazon S3 and AWS-managed databases.
Backups - Aithon uses AWS backup mechanisms (e.g., automated backups, S3 versioning,
multi-AZ replication). Regular restoration tests are performed.
Data Retention - Data is retained according to contractual terms and internal policies.
Retention periods are defined in the Agreement and Order Form.
Secure Deletion - Upon request or contract termination, Customer Personal Data is
deleted from active systems and backups following documented deletion procedures.
7. AI, Machine Learning, and Data Processing Controls
AI Model Use - Aithon uses controlled AI services (e.g., AWS Bedrock, Databricks ML) for
analysis, enrichment, and insight generation. Only authorized subprocessors listed in
Annex III may process Customer Personal Data.
AI Governance - Aithon maintains safeguards for AI systems including:
Purpose limitation
Prompt engineering guardrails
Misuse monitoring
Testing for hallucination, bias, and drift
Human-in-the-loop review for critical workflows
Data Minimization - Aithon limits AI model inputs to the minimum data necessary to
perform the Services.
8. Business Continuity & Disaster Recovery
Multi-AZ Resiliency - Aithon uses AWS multi-availability zone deployments for
redundancy.
Disaster Recovery Plan - Aithon maintains and tests a documented DR plan including
recovery procedures for critical systems.
High Availability - Systems are architected with redundancy across storage, compute, and
networking layers.
9. Organizational Measures
Secure Development (SDLC) - Aithon follows secure development practices including:
Code reviews
CI/CD pipeline security
Environment separation (dev/test/prod)
Dependency scanning and SAST
Audit & Logging - Access to critical systems and Customer Personal Data is logged and
retained for audit, security review, and forensic purposes.
Customer Controls - Customers authenticate using MFA/SSO and manage their own user
access within the Services.
10. Subprocessor Security
Aithon ensures subprocessors implement equal or stronger safeguards and enters into
written agreements imposing equivalent data protection obligations.
ANNEX III
LIST OF SUB-PROCESSORS
The controller has authorized the use of the following sub-processors:
Name of Sub- Processor Description of Processing Location of Other Processor
Amazon Web Services (AWS) Hosting the Production Environment
Databricks Data pipeline (hosted on AWS)
OpenAI LLM Provider
Perplexity LLM Provider
Hosted Vector Database
Pinecone
Provider
Version Details
Version Description of Approved Published
Version Created By
Date changes By By
Scrut
Version
- Initial Release Team,Nicolas - -
1.0
Vautier