Data Processing Policy

(effective March 17, 2021)

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DATA PROCESSING POLICY

This Data Processing Addendum (“DPA”) is effective as of the effective date any agreement is signed (the “Agreement”) for the provision of the Paladin software between Paladin AI Inc. (“Paladin AI“) and the customer specified of the Agreement (“Customer”).

Paladin AI and Customer shall hereafter be collectively known as the “Parties” and individually known as a “Party”. To the extent that any of the terms or conditions contained in this DPA may contradict or conflict with any terms or conditions regarding the processing of personal data in the Agreement, it is expressly understood and agreed that the terms of this DPA shall take precedence and supersede those other terms or conditions as it regards the subject matter.

The Parties agree as follows:

DEFINITIONS

For the purposes of this DPA, the following expressions bear the following meanings unless the context otherwise requires:

“Applicable Data Protection Laws” means, in respect of a Party, any law, statute, declaration, decree, directive, legislative enactment, order, ordinance, regulation, rule or other binding instrument relating to the protection of personal data, including:

(a) the Directive 2002/58/EC (as amended) (the “e-Privacy Directive”), the e-Privacy Regulation 2017/003 (COD) (the “e-Privacy Regulation”), and any laws implementing these;

(b) the Directive 95/46/EC (as amended) (the “Data Protection Directive”), the Regulation 2016/679 (the “GDPR”), and any laws implementing these.

(in each case as amended, consolidated, re-enacted or replaced from time to time);

“Data Subject”, “Personal Data”, “Process”, “Processed” or “Processing” shall each have the meaning as set out in the GDPR;

“EU Data Protection Laws” means any law, statute, declaration, decree, directive, legislative enactment, order, ordinance, regulation, rule or other binding instrument relating to the protection of personal data in force in the territory of the European Union, including the Data Protection Directive, the GDPR, the e-Privacy Directive and the e-Privacy Regulation;

“Model Clauses” mean the Standard Contractual Clauses (Controller to Processor) as set out in the Commission Decision of 5 February 2010 (C (2010) 593);

“Privacy Shield” means the EU-US and Swiss-US Privacy Shield Frameworks as designed by the US Department of Commerce and approved by the European Commission and Swiss Administration (respectively) to as having adequate protection under the Data Protection Directive and the GDPR and the Swiss 235.1 Federal Act of 19 June 1992 on Data Protection (respectively);

“Regulator” means the data protection supervisory authority which has jurisdiction over a Data Controller’s Processing of Personal Data;

“Third Countries” means all countries outside of the scope of the data protection laws of the European Economic Area (“EEA”), excluding countries approved as providing adequate protection for Personal Data by the European Commission from time to time, which at the date of this DPA include Andorra, Argentina, Canada, Faroe Islands, Guernsey, Isle of Man, Israel, Jersey, New Zealand, Switzerland, Uruguay and the United States (limited to the Privacy Shield framework).

PROCESSING OF PERSONAL DATA

The Parties acknowledge and agree that with regard to the Processing of Personal Data, Customer is the “Data Controller”, Paladin AI is the “Data Processor” and that Paladin AI will engage “Sub-Processors” pursuant to the requirements set forth in Section 8 below.

The duration of the Processing, the nature and purpose of the Processing, the types of Personal Data and categories of Data Subjects Processed under this DPA are further specified in Schedule 1 “Processing Details” of this DPA.

The Data Processor shall only process the Personal Data on behalf of and in accordance with documented instructions from the Data Controller. The parties agree that this DPA is Customer’s complete and final instructions to Paladin AI in relation to processing of Customer Data. The Data Controller shall ensure that its instructions comply with all Applicable Data Protection Laws, and that the Processing of Personal Data in accordance with Data Controller’s instructions will not cause Data Processor to be in breach of the Applicable Data Protection Laws. The Data Controller shall have sole responsibility for the accuracy, quality, and legality of Personal Data and the means by which the Data Controller acquired Personal Data and shall establish the legal basis for Processing under Applicable Data Protection Laws.

Each Party will comply with all laws, rules and regulations applicable to it and binding on it in the performance of this DPA, including Applicable Data Protection Laws.

AUTHORIZED PERSONNEL

The Data Processor shall ensure that its personnel authorized to Process the Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality. The Data Processor shall ensure that such confidentiality obligations survive the termination of the personnel engagement.

RIGHTS OF DATA SUBJECTS

The Data Processor shall, to the extent legally permitted, promptly notify the Data Controller if it receives a request from a Data Subject for access to its own Personal Data, or for the rectification or erasure of such Personal Data or any other request or query from a Data Subject relating to its own Personal Data (including Data Subjects’ exercising rights under Applicable Data Protection Laws, such as rights of objection, restriction of processing, data portability or the right not to be subject to automated decision making) (a “Data Subject Request”). Taking into account the nature of the Processing, the Data Processor shall assist the Data Controller by appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of the Data Controller’s obligation to respond to a Data Subject Request under Applicable Data Protection Laws. In addition, to the extent the Data Controller, in its use of the services, does not have the ability to address a Data Subject Request, the Data Processor shall upon Data Controller’s request provide commercially reasonable efforts to assist the Data Controller in responding to such Data Subject Request, to the extent the Data Processor is legally permitted to do so and the response to such Data Subject Request is required under Applicable Data Protection Laws. To the extent legally permitted, the Data Controller shall be responsible for any costs arising from the Data Processor’s provision of such assistance.

GOVERNMENT ACCESS REQUESTS

The Data Processor shall promptly notify the Data Controller about any legally binding request for disclosure of Personal Data by a law enforcement authority, unless otherwise prohibited from doing so.

SECURITY

The Data Processor shall implement and maintain appropriate technical and organizational measures for protection of the security (including protection 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.

COMPLIANCE

The Data Processor shall take reasonable efforts to make available to the Data Controller all information necessary to demonstrate compliance with the obligations laid down in this DPA and Applicable Data Protection Laws.

Upon Data Controller’s request, the Data Processor shall provide the Data Controller with reasonable cooperation and assistance needed to fulfil Data Controller’s obligation under the GDPR to carry out a data protection impact assessment related to Data Controller’s use of the services, to the extent the Data Controller does not otherwise have access to the relevant information, and to the extent such information is available to the Data Processor. The Data Processor shall provide reasonable assistance to the Data Controller in the cooperation or prior consultation with the Regulator in the performance of its tasks relating to Section 7 of this DPA, to the extent required under the GDPR.

SUB-PROCESSING

The Data Controller agrees that the Data Processor may engage Sub-Processors to Process Personal Data. The Sub-Processors currently engaged by Paladin AI and authorized by the Customer are listed in Schedule 2 “List of Sub-Processors”

The Data Processor shall ensure that such Sub-Processor has entered into a written agreement requiring the Sub-Processor to abide by terms no less protective than those provided in this DPA. The Data Processor shall be liable for the acts and omissions of any Sub-Processors to the same extent as if the acts or omissions were performed by the Data Processor.

The Data Processor shall make available to the Data Controller a list of Sub-Processors authorized to Process Personal Data (“Sub-Processor List”, currently found in Schedule 2) and provide the Data Controller with a mechanism to obtain notice of any updates to the Sub-Processor List. Notification of a new Sub-Processor shall be issued prior to such new Sub-Processor being authorised to Process Personal Data in connection with the Agreement.

The Data Controller may object to Data Processor’s use of a new Sub-Processor where there are reasonable grounds to believe that the new Sub-Processor will be unable to comply with the terms of this DPA or the Agreement. If the Data Controller objects to Data Processor’s use of a new Sub-Processor, the Data Controller shall notify the Data Controller promptly in writing within ten (10) days after notification regarding such Sub-Processor. Data Controller’s failure to object in writing within such time period shall constitute approval to use the new Sub-Processor. The Data Controller acknowledges that the inability to use a particular new Sub-Processor may result in delay in performing the services, inability to perform the services or increased fees. The Data Processor will notify the Data Controller in writing of any change to services or fees that would result from Data Processor’s inability to use a New Sub-Processor to which the Data Controller has objected. The Data Controller may either execute a written amendment to the Agreement implementing such change or exercise its right to terminate the Agreement in accordance with the termination provisions thereof. Such termination shall not constitute termination for breach of the Agreement. The Data Processor shall have a right to terminate the Agreement if the Data Controller unreasonably objects to a Sub-Processor or does not agree to a written amendment to the Agreement implementing changes in fees or services resulting from the inability to use the Sub-Processor at issue.

RETURN AND DELETION

The Data Processor shall, at the choice of the Data Controller, delete or return all the Personal Data to the Data Controller after the end of the provision of services relating to Processing, and delete existing copies of the Personal Data unless prohibited by law or the order of a governmental or regulatory body or it could subject the Data Processor to liability.

The Data Controller acknowledges and agrees that the Data Processor shall have no liability for any losses incurred by the Data Processor arising from or in connection with Data Processor’s inability to perform the services as a result of Data Processor complying with a request to delete or return Personal Data made by the Data Controller pursuant to Section 9.1.

DATA BREACH

In the event there is, or Data Processor reasonably believes that there is, any improper, unauthorized or unlawful access to, use of, or disclosure of, or any other compromise which affects the availability, integrity or confidentiality of Personal Data which is Processed by Data Processor under or in connection with this DPA and/or the Agreement (“Data Breach”), then upon becoming aware of such Data Breach, Data Processor shall promptly notify the Data Controller and provide the Data Controller with the following information as it becomes available:

(i) a description of the nature of the Data Breach, including where possible the categories and approximate number of Data Subjects concerned;

(ii) the name and contact details of the Data Processor contact from whom more information can be obtained; and

(iii) a description of the measures taken or proposed to be taken to address the Data Breach, including, where appropriate, measures to mitigate its possible adverse effects.

The Parties agree to coordinate in good faith on developing the content of any related public statements and any required notices to the affected Data Subjects and/or the relevant Regulators in connection with a Data Breach, provided that nothing in this Section 10.2 shall prevent either party from complying with its obligations under Data Protection Laws.

INTERNATIONAL TRANSFERS

The Data Processor will not process data in, or transfer Personal Data to, a Third Country except where such processing is by, or the transfer is to, the Data Processor (or one of its affiliates) in the United States, and the Data Processor (or such relevant affiliate) has a relevant, valid, and current Privacy Shield certification covering such data. In such case, the Data Processor shall ensure that such transfer and/or processing is carried out in accordance with such Privacy Shield certification and shall maintain and keep (or procure that its affiliate maintains and keeps) such certification up to date for the duration of this DPA and corresponding Agreement.

If the Data Processor is not Privacy Shield certified, or in case the Privacy Shield certification ceases to be considered to provide adequate protection to enable the export of personal data in accordance with EU Data Protection Laws, the Data Processor will only process data in, or transfer Personal Data to, a Third Country where such processing or transfer takes place based and in compliance with the Model Clauses, with the processing details that comprise Appendix 1 to the Model Clauses, and the technical and organizational security measures that comprise Appendix 2 to the Model Clauses. The Data Processor shall comply with the obligations of the data importer and Data Controller shall comply with the obligations of the data exporter as set out in the Model Clauses.

Where the Data Processor appoints an affiliate or third-party Sub-Contractor to process Personal Data in a Third Country, the Data Processor must ensure that such processing takes place in accordance with the requirements of the Applicable Data Protection Laws (including Privacy Shield principles). The parties agree that Personal Data may be transferred to an affiliate or third-party Sub-Contractor in the United States that is certified to process such data under the Privacy Shield or that agrees to comply with the Privacy Shield principles.

GENERAL PROVISIONS

This DPA will terminate when the Data Processor ceases to Process Personal Data, unless otherwise agreed in writing between the Parties.

The Parties hereby acknowledge and agree that a person with rights under this DPA may be irreparably harmed by any breach of its terms and that damages alone may not be an adequate remedy. Accordingly, a person bringing a claim under this DPA shall be entitled to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the terms of this DPA.

If one of the Parties seeks changes to the DPA to comply with a change in Applicable Data Protection Laws or binding and final decision of a Regulator with jurisdiction over the Party’ Processing of Personal Data, the Parties will discuss in good faith how to address any necessary changes.

The section headings contained in this DPA are for reference purposes only and shall not in any way affect the meaning or interpretation of this DPA.

SCHEDULE 1: PROCESSING DETAILS

Processing Activities

The Personal Data Processed by Data Processor will be subject to the following basic Processing activities:

Provision of the InstructIQ™ including virtual private cloud Services, as outlined in Appendix 3 of the Agreement

Duration

The Personal Data Processed by Data Processor will be Processed for the following duration:

Term of the Agreement between Data Controller and Data Processor.

Data Subjects

The Personal Data Processed by Data Processor concern the following categories of Data Subjects:

Users and Customers

Categories of Data

The Personal Data Processed by Data Processor includes the following categories of data:

Basic User information:

  • First name, Last name
  • Email
  • Name of Customer user works for

Basic Customer information:

  • Main contact information (First name, Last name, Phone, Email)
  • Address (includes civic address, city / town, postal code, country)
  • Invoices and billing information

Analytics and crash reporting information:

  • Unique analytics identifiers
Special Categories of Data (if applicable)

The Personal Data Processed by Data Processor concern the following special categories of data:

None by default.

SCHEDULE 2: LIST OF SUB-PROCESSORS

Sub-Processor Name (Sub-Processor activity) Location and Where to Find More Information
Amazon AWS (hosting, databases, storage of User information). USA: Northern Virginia, Ohio, Oregon, & Northern California regions;
Canada: Montreal;
Europe: Frankfurt, London, Paris, Milan, Ireland, Stockholm regions;
Middle East: Bahrain region;
Asia/Pacific: Tokyo, Osaka, Seoul, Mumbai, & Sydney regions;Paladin AI is using Amazon EU hosting regions for EU customershttps://aws.amazon.com/privacy/
Copper CRM Inc. (storage of Customer information) United States

https://www.copper.com/privacy
Google (analytics) United States

https://policies.google.com/privacy
Bugsnag (analytics and crash reporting) United States

https://docs.bugsnag.com/legal/privacy-policy/
Datadog (analytics and crash reporting) United States

https://www.datadoghq.com/legal/privacy/