Data Processing Addendum (DPA)

last updated December 18th, 2024

Please contact [email protected] to obtain a signable version of this DPA.

This Data Processing Addendum (“DPA“) is incorporated by reference into Execify.ai‘s Terms of Service available at www.execify.ai/legal/terms-of-service or other agreement governing the use of Execify.ai’s services (“Agreement“) entered by and between you, the Customer (as defined in the Agreement) (collectively, “you“, “your“, “Customer“), and Execify, Inc. (“Execify.ai“, “us“, “we“, “our“) to reflect the parties’ agreement with regard to the Processing of Personal Data by Execify.ai solely on behalf of the Customer. Both parties shall be referred to as the “Parties” and each, a “Party“.

Capitalized terms not defined herein shall have the meanings assigned to such terms in the Agreement.

By using the Services, Customer accepts this DPA and you represent and warrant that you have full authority to bind the Customer to this DPA. If you cannot, or do not agree to, comply with and be bound by this DPA, or do not have authority to bind the Customer or any other entity, please do not provide Personal Data to us.

In the event of any conflict between certain provisions of this DPA and the provisions of the Agreement, the provisions of this DPA shall prevail over the conflicting provisions of the Agreement, solely with respect to the Processing of Personal Data.

1. DEFINITIONS

(a) “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control”, for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

(b) “Authorized Affiliate” means any of Customer’s Affiliate(s) which is explicitly permitted to use the Services pursuant to the Agreement between Customer and Execify.ai but has not signed its own agreement with Execify.ai and is not a “Customer” as defined under the Agreement.

(c) “CCPA” means the California Consumer Privacy Act of 2018, Cal. Civ. Code §§ 1798.100 et. Seq, and its implementing regulations, as may be amended from time to time.

(d) The terms, “Controller“, “Member State“, “Processor”, “Processing” and “Supervisory Authority” shall have the same meaning as in the GDPR. The terms “Business“, “Business Purpose“, “Consumer” and “Service Provider” shall have the same meaning as in the CCPA.

For the purpose of clarity, within this DPA “Controller” shall also mean “Business“, and “Processor” shall also mean “Service Provider“, to the extent that the CCPA applies. In the same manner, Processor’s Sub-processor shall also refer to the concept of Service Provider.

(e) “Data Protection Laws” means all applicable and binding privacy and data protection laws and regulations, including those of the European Union, the European Economic Area and their Member States, Switzerland, the United Kingdom, Canada, Israel and the United States of America, including the GDPR, the UK GDPR, and the CCPA, applicable to, and in effect at the time of, the Processing of Personal Data hereunder.

(f) “Data Subject” means the identified or identifiable person to whom the Personal Data relates.

(g) “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.

(h) “Personal Data” or “Personal Information” means any information that identifies, relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, to or with an identified or identifiable natural person or Consumer, which is processed by Execify.ai solely on behalf of Customer under this DPA and the Agreement.

(i) “Services” means the Execify.ai cloud-based services including our platforms, products, services, applications, application programming interface (“API“), tools, and any ancillary or supplementary Execify.ai products and services (including Upgrades (as defined in the Agreement)), offered online and via mobile application (“Platform“), and any other services provided to Customer by Execify.ai under the Agreement.

(j) “Security Documentation” means the security documentation, as updated from time to time setting forth the technical and organizational measures adopted by Execify.ai that are applicable to the Processing of Personal Data by Execify.ai under the Agreement and this DPA accessible via our Trust Center, or as otherwise made reasonably available to Customer by Execify.ai.

(k) “Sensitive Data” means Personal Data that is protected under a special legislation and requires unique treatment, such as “special categories of data”, “sensitive data” or other materially similar terms under applicable Data Protection Laws, which may include any of the following: (a) social security number, tax file number, passport number, driver’s license number, or similar identifier (or any portion thereof); (b) financial or credit information, credit or debit card number; (c) information revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, genetic data or biometric data for the purpose of uniquely identifying a natural person, data concerning a person’s health, sex life or sexual orientation, or data relating to criminal convictions and offences; (d) Personal Data relating to children; and/or (e) account passwords in unhashed form.

(l) “Standard Contractual Clauses” means (a) in respect of transfers of Personal Data subject to the GDPR, the Standard Contractual Clauses between controllers and processors, and Standard Contractual Clauses between processors and processors, as approved by the European Commission Implementing Decision (EU) 2021/914 of 4 June 2021, including all Annexes I, II and V thereto, (“EU SCCs“); (b) in respect of transfers of Personal Data subject to the UK GDPR, the International Data Transfer Addendum to the EU Commission Standard Contractual Clauses of 21 March 2022 (version B.1.0) (“IDTA“), as incorporated into the EU SCCs through Annex III thereto (“UK Addendum“); and (c) in respect of transfers subject to the Federal Act on Data Protection (as revised as of 25 September 2020), the terms set forth in Annex IV of the EU SCCs (“Switzerland Addendum“).

(m) “Sub-processor” means any third party that carries out specific Processing activities of Personal Data under the instruction of Execify.ai.

(n) “UK GDPR” means the Data Protection Act 2018, as well as the GDPR as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018 and as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019 (SI 2019/419).

2. PROCESSING OF PERSONAL DATA

2.1. Roles of the Parties. The Parties acknowledge and agree that with regard to the Processing of Personal Data solely by Execify.ai on behalf of Customer: (a) Customer is the Controller of Personal Data, and (b) Execify.ai is the Processor of such Personal Data. The terms “Controller” and “Processor” below signify Customer and Execify.ai, respectively.

2.2. Customer’s Obligations. Customer, in its use of the Services, and Customer’s instructions to the Processor, shall comply with Data Protection Laws, the Agreement and this DPA. Customer shall establish and have any and all required legal bases in order to collect, Process and transfer to Processor the Personal Data, and to authorize the Processing activities conducted by Processor on Customer’s behalf in accordance with the Agreement and this DPA, including the pursuit of a Business Purpose.

2.3. Processor’s Processing of Personal Data. Processor shall Process Personal Data for the following purposes: (a) in accordance with the Agreement and this DPA; (b) in connection with its provision of the Services; (c) to comply with Customer’s reasonable and documented instructions, where such instructions are consistent with the terms of the Agreement and this DPA, and regard the manner in which the Processing shall be performed; (d) to share Personal Data with, or receive Personal Data from, third parties in accordance with Customer’s instructions and/or pursuant to Customer’s use of the Services (e.g. integrations between Services and any services provided by third parties as configured by or on behalf of Customer); (e) rendering Personal Data to be Anonymous Information (as defined in the Agreement); and (f) as required under the laws applicable to Processor, and/or as required by a court of competent jurisdiction or other competent governmental or semi-governmental authority, provided that Processor shall inform Customer of the legal requirement before Processing, unless such law or order prohibits disclosing such information.

Processor shall inform Customer without undue delay if, in Processor’s reasonable opinion, an instruction for the Processing of Personal Data given by Customer infringes applicable Data Protection Laws, unless Processor is prohibited from notifying Customer under applicable Data Protection Laws. It is hereby clarified that Processor has no obligation to assess whether instructions by Customer infringe any Data Protection Laws.

2.4. Details of Processing. The subject-matter of Processing of Personal Data by Processor is the performance of the Services pursuant to the Agreement and this DPA. The details relating to the duration, nature and purpose, types of Personal Data and categories of Data Subjects Processed under this DPA are further specified in Schedule 1 (Details of Processing) to this DPA.

2.5. Sensitive Data. The Parties agree that the Services are not intended for the Processing of Sensitive Data, and that if Customer wishes to use the Services to Process Sensitive Data, it must first obtain the Execify.ai’s explicit prior written consent and enter into any additional agreements as may be required by Execify.ai.

2.6. CCPA Standard of Care; No Sale or Sharing of Personal Information. Processor acknowledges and confirms that it does not receive or process any Personal Information as consideration for any services or other items that Processor provides to Customer under the Agreement or this DPA. Processor certifies that it understands the rules, requirements and definitions of the CCPA and agrees to refrain from selling or sharing (as such terms are defined in the CCPA) any Personal Information Processed hereunder, without Customer’s prior written consent or instruction, nor take any action that would cause any transfer of Personal Information to or from Processor under the Agreement or this DPA to qualify as “selling” and/or “sharing” such Personal Information under the CCPA. Processor acknowledges that Customer discloses Personal Information to Processor only for limited and specified purposes set out in this DPA and the Agreement. Processor shall process all Personal Information only (a) for such limited and specific purpose(s), and (b) in compliance with applicable sections of the CCPA. Processor shall not (i) retain, use, or disclose Personal Information outside the direct business relationship of the Parties, as described in the Agreement, or for any business or commercial purpose other than for the specific business purpose of performing the Services or as otherwise permitted by the CCPA, the Agreement and/or this DPA; nor (ii) combine — by way of logical separation — personal information that Processor processes on behalf of other parties with Personal Information of Customer, unless expressly permitted under the CCPA, its implementing regulations, the Agreement and/or this DPA between the Parties. Processor further acknowledges that Customer has the right, upon notice, to take reasonable and appropriate steps designed to stop and remediate any unauthorized use of Personal Information by Processor. Processor shall notify Customer if Processor makes a determination that it can no longer meet its obligations under the CCPA.

3. DATA SUBJECT REQUESTS

If Processor receives a request from a Data Subject or Consumer to exercise their rights (to the extent available to them under applicable Data Protection Laws), including of access, rectification, restriction of Processing, erasure, data portability, objection to the Processing, not to be subject to automated individual decision making, to opt-out of the sale of Personal Information, or not to be discriminated against (“Data Subject Request“), Processor shall notify Customer or refer Data Subject or Consumer to Customer. Taking into account the nature of the Processing, Processor shall assist Customer, insofar as this is possible and reasonable, to enable Customer to respond to a Data Subject Request. Processor may refer Data Subjects or Consumers to the Customer’s Admin — for the treatment of such request or advise them on using the self-exercising features available within the Platform.

4. CONFIDENTIALITY

Processor shall ensure that its personnel and contractors engaged in the Processing of Personal Data have committed themselves to confidentiality or are otherwise under an statutory obligation of confidentiality.

5. SUB-PROCESSORS

5.1.** Appointment of Sub-processors
**Customer acknowledges and agrees that (a) Processor’s Affiliates may be engaged as Sub-processors; and (b) Processor and Processor’s Affiliates may each engage third party Sub-processors in connection with the provision of the Services.

5.2.** List of Current Sub-processors and Notification of New Sub-processors**

5.2.1. As of the Effective Date Customer hereby grants Processor general written authorization to engage with the Sub-processors set out at https://execify.ai/legal/subprocessors  (“Sub-processor’s Page“), which are currently used by Processor to process Personal Data.

5.2.2. The Sub-processor Page offers a mechanism to subscribe to notifications of the engagement of new and the replacement of existing Sub-processors (“Sub-processor Notice“) and Customer acknowledges that it shall subscribe to this mechanism upon entering this DPA and that the notifications sent through this mechanism fulfils the Processor’s obligations to notify Customer of the appointment of a new or replacement of an existing Sub-processor.

5.3. Objection to New Sub-processors. Pursuant to the publication of a new Sub-processor Notice, Customer may reasonably object to Processor’s use of a new or replacement of a Sub-processor, for reasons relating to the protection of Personal Data intended to be Processed by such Sub-processor. Such objection must be submitted promptly by notifying Processor in writing to [email protected] within seven (7) days following publication of a new Sub-processor Notice, in which Customer shall detail the reasons for the objection to using such new Sub-processor. Where Customer has not objected within such seven (7) day period in the manner described above, the use of the new Sub-Processor shall be deemed accepted by Customer. In the event Customer reasonably objects to a new Sub-processor, as permitted in the preceding sentences, Processor will use reasonable efforts to make available to Customer a change in the Services or recommend a commercially reasonable change to Customer’s configuration or use of the Services to avoid Processing of Personal Data by the objected-to new Sub-processor without unreasonably burdening the Customer. If Processor is unable to make available such change within thirty (30) days following receipt of the objection, Customer may, as a sole remedy, terminate the Agreement and this DPA with respect only to such Services and/or those components of the Services which cannot be provided by Processor without the use of the objected-to new Sub-processor, by providing written notice to Processor. All amounts outstanding under the Agreement before the termination date with respect to the Processing at issue shall be duly paid to Processor. Until a decision is made regarding the new Sub-processor, Processor may temporarily avoid or cease the Processing of the affected Personal Data and/or suspend access to the respective Services. Customer will have no further claims against Processor due to the termination of the Agreement (including, without limitation, requesting refunds) and/or the DPA in the situation described in this paragraph.

5.4. Agreements with Sub-processors. Processor or a Processor’s Affiliate has entered into a written agreement with each existing Sub-processor, and shall enter into a written agreement with each new Sub-processor, containing the same or materially similar data protection obligations as set out in this DPA, in particular obligations to implement appropriate technical and organizational measures in such a manner that the Processing will meet the requirements of the GDPR. Where a Sub-processor fails to fulfil its data protection obligations concerning its Processing of Personal Data, Processor shall remain responsible to the Customer for the performance of the Sub-processor’s obligations.

6. SECURITY & AUDITS

6.1. Controls for the Protection of Personal Data. Processor shall maintain appropriate industry-standard technical and organizational measures for protection of Personal Data Processed hereunder (including measures against unauthorized or unlawful Processing and against accidental or unlawful destruction, loss or alteration or damage, unauthorized disclosure of, or access to, Personal Data, confidentiality and integrity of Personal Data). Upon Customer’s reasonable request, Processor will reasonably assist Customer, at Customer’s cost and subject to the provisions of Section ‎11.1 below, in ensuring compliance with the obligations pursuant to Articles 32 to 36 of the GDPR taking into account the nature of the Processing and the information available to Processor.

6.2. Audits and Inspections. Upon Customer’s 14 days prior written request at reasonable intervals (but no more than once every 12 months), and subject to strict confidentiality undertakings by Customer, Processor shall make available to Customer that is not a competitor of Processor (or Customer’s independent, reputable, third-party auditor that is not a competitor of Processor and not in conflict with Processor, subject to their confidentiality and non-compete undertakings) information necessary to demonstrate compliance with this DPA, and allow for and contribute to audits, including inspections, conducted by them. Processor may satisfy its obligations under this section by answering Customer’s questionnaire-based audits and/or by providing Customer with attestations, certifications and summaries of audit reports conducted by accredited third party auditors solely related to Processor’s compliance with this DPA. Any in