This Data Processing Agreement (“DPA”) forms part of the Terms of Use between Customer (as defined in the Agreement) and“VOZIQ LLC” under which the Processor provides the Controller with the software and services (the “Services”). TheController 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 toProcessor’s processing of Personal Data (as defined under the EU GDPR) as part of its obligations under theAgreement.
This DPA shall apply to Processor’s processing of Personal Data, provided by the Controller as part of Processor’sobligations 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:
1. "Data Transfer" means a transfer of the Personal Data from the Controller to the Processor, or betweentwo establishments of the Processor, or with a Sub-processor by the Processor.
2. “EU GDPR” means the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27April 2016 on the protection of natural persons with regard to the processing of personal data and on thefree movement of such data and repealing Directive 95/46/EC (General Data Protection Regulation).
3. “Standard Contractual Clauses” means the contractual clauses attached hereto as Schedule 1 pursuantto the European Commission’s Implementing Decision (EU) 2021/914 of 4 June 2021 on StandardContractual Clauses for the transfer of Personal Data to processors established in third countries which do not ensure an adequate level of data protection.
4. “Controller” means the natural or legal person, public authority, agency, or other body which, alone orjointly with others, determines the purposes and means of the processing of personal data; where thepurposes and means of such processing are determined by Union or Member State law, the controller orthe specific criteria for its nomination may be provided for by Union or Member State law.
5. “Processor” means a natural or legal person, public authority, agency, or other body which processespersonal data on behalf of the controller.
6. “Sub-processor” means a processor/ sub-contractor appointed by the Processor for the provision of all orparts 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 shallbe limited to the Processor’s obligations under the Agreement. If there is a conflict between the provisions of theAgreement 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 isdetermined and regulated by the Controller. The current nature of the Personal Data is specified in Annex I toSchedule 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 ofthe 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 inwriting by the Controller.
6. Data Controller’s Obligations
1. The Data Controller shall warrant that it has all necessary rights to provide the Personal Data to the DataProcessor for the Processing to be performed in relation to the agreed services. To the extent required byData Privacy Laws, Data Controller is responsible for ensuring that it provides such Personal Data to DataProcessor based on an appropriate legal basis allowing lawful processing activities, including anynecessary Data Subject consents to this Processing are obtained, and for ensuring that a record of suchconsents 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.
2. The Data Controller shall provide all natural persons from whom it collects Personal Data with the relevantprivacy notice.
3. The Data Controller shall request the Data Processor to purge Personal Data when required by the DataController or any Data Subject whom it collects Personal Data unless the Data Processor is otherwiserequired to retain the Personal Data by applicable law.
4. The Data Controller shall immediately advise the Data Processor in writing if it receives or learns of any:
1. Complaint or allegation indicating a violation of Data Privacy Laws regarding Personal Data;
2. Request from one or more individuals seeking to access, correct, or delete Personal Data;
3. Inquiry or complaint from one or more individuals relating to the collection, processing, use, or transfer of Personal Data; and
4. Any regulatory request, search warrant, or other legal, regulatory, administrative, or governmentalprocess seeking Personal Data
7. Data Processor’s Obligations
1. 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”).
2. The Processing described in the Agreement and the relating documentation shall be considered asInstruction from the Controller.
3. At the Data Controller’s request, the Data Processor will provide reasonable assistance to the DataController in responding to/complying with requests/ directions by Data Subject in exercising their rightsor of the applicable regulatory authorities regarding Data Processor’s Processing of Personal Data.
4. In relation to the Personal Data, Data Processor shall obtain consent (where necessary) and/or providenotice to the Data Subject in accordance with Data Protection Laws to enable shared Personal Data to beprovided to, and used by, the other Party as contemplated by this Agreement.
5. 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.
6. The processor shall inform the controller if, in its opinion, a processing instruction infringes applicablelegislation or regulation.
7. As A Data Processor ,taking into account the nature of the processing and the information available tothe Data Processor, the Data Processor shall assist the data controller in conducting any necessary DataProtection Impact Assessments (DPIAs), as required under GDPR.
8. Data Secrecy
1. To Process the Personal Data, the Processor will use personnel who are
1. Informed of the confidential nature of the Personal Data, and
2. Perform the Services in accordance with the Agreemen
2. The Processor will regularly train individuals having access to Personal Data in data security and dataprivacy in accordance with accepted industry practice and shall ensure that all the Personal Data is keptstrictly confidential.
3. The Processor will maintain appropriate technical and organizational measures for protection of thesecurity, confidentiality, and integrity of the Personal Data as per the specifications as per the standardsmutually agreed in writing by the Parties
9. Audit Rights
1. Upon Controller’s reasonable request, the Processor will make available to the Controller, information asis reasonably necessary to demonstrate Processor’s compliance with its obligations under the EU GDPRor other applicable laws in respect of its Processing of the Personal Data.
2. 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 providereasonable cooperation and assistance in relation to audits, including inspections, conducted by theController or its representative.
3. 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 modelclauses have not been executed at the same time as this DPA, the Processor shall not unduly with hold the execution of such template model clauses, where the transfer of Personal Data outside of the EEA is requiredfor the performance of the Agreement.
11. Sub-processors
1. 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 Subprocessors engaged by the Processors and approved by the Controller are listed in Annex III of Schedule1 hereto. The processor shall notify the controller at least thirty (30) calendar days in advance of anyintended changes or additions to its Sub-processors listed in Annex III by emailing notice of the intended c hange 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 theDPA in connection with the performance of the Services.
2. If the Controller has a concern that the Sub-processor(s) Processing of Personal Data is reasonably likelyto cause the Controller to breach its data protection obligations under the GDPR, the Controller mayobject to Processor’s use of such Sub- processor and the Processor and Controller shall confer in goodfaith to address such concern.
12. Personal Data Breach Notification
1. The Processor shall maintain defined procedures in case of a Personal Data Breach (as defined underthe GDPR) and shall without undue delay notify Controller if it becomes aware of any Personal DataBreach unless such Data Breach is unlikely to result in a risk to the rights and freedoms of natural persons.
2. The Processor shall provide the Controller with all reasonable assistance to comply with the notification ofPersonal 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 remedysuch Data Breach.
3. No Acknowledgement of Fault by Processor. Processor’s notification of or response to a Personal DataBreach under this DPA will not be construed as an acknowledgement by Processor of any fault or liabilitywith respect to the data incident.
13. Return and Deletion of Personal Data
1. The Processor shall at least thirty (30) days from the end of the Agreement or cessation of theProcessor’s Services under the Agreement, whichever occurs earlier, shall return to the Controller all thePersonal 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 itwas stored at discretion of the Controller, soon as reasonably practicable following receipt of Controller’snotification.
2. In any case, the Processor shall delete Personal Data including all the copies of it as soon as reasonablypracticable 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, theProcessor will take appropriate technical and organizational measures against the unauthorized or unlawfulprocessing of Personal Data and against the accidental loss or destruction of, or damage to, Personal Data toensure a level of security appropriate to: (a) the harm that might result from unauthorized or unlawful processingor accidental loss, destruction or damage; and (b) the nature of the data to be protected [including the measuresstated in Annex II of Schedule 1]
Data exporter(s):
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 VOZIQ LLC in accordance with the Agreement.
Signature and date: Signature and date are set out in the Agreement.
Role Controller/ Processor): Controller
Data importer(s):
Name: VOZIQ LLC
Address: 11951 Freedom Drive, 13th Floor Reston VA 20190.
Contact person’s name, position, and contact details: Suresh Akula, DPO, privacy@voziq.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.
Categories of data subjects whose personal data is transferred
Customer’s authorized users of the Services.
Categories of personal data transferred
Name, Address, Date of Birth, Age, Education, Email, Gender, Image, Job, Language, Phone, Relatedperson, 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.
No sensitive data collected.
The frequency of the transfer (e.g., whether the data is transferred on a one-off or continuous basis).
Continuous basis
Nature of the processing
The nature of the processing is more fully described in the Agreement and accompanying order formsbut will include the following basic processing activities: The provision of Services to Customer. In orderto provide the Services, VOZIQ LLC receives identifying Customer Personal Data to permit VOZIQ LLC toingest, store, transform, analyze, and model the data to generate predictive insights and retention outputs, and to transmit results back to the Customer through the VOZIQ platform
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 theAgreement and accompanying order forms.
The period for which the personal data will be retained, or, if that is not possible, the criteria used to determinethat period
The period for which the Customer Personal Data will be retained is more fully described in theAgreement, Addendum, and accompanying order forms.
For transfers to (sub-) processors, also specify subject matter, nature, and duration of the processing
The subject matter, nature, and duration of the Processing more fully described in the Agreement,Addendum, and accompanying order forms.
C.COMPETENT SUPERVISORY AUTHORITY
Data exporter is established in an EEA country
The competent supervisory authority is as determined by application of Clause 13 of the EU SCCs.
Description of the technical and organisational security measures implemented by VOZIQ LLC as the dataprocessor/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.
Security
- Security Management System.
• Organization. VOZIQ LLC designates qualified security personnel whose responsibilities include development, implementation, and ongoing maintenance of the Information Security Program.
• Policies. Management reviews and supports all security related policies to ensure the security,availability, integrity and confidentiality of Customer Personal Data. These policies are updated at least once annually.
• Assessments. VOZIQ LLC engages a reputable independent third-party to perform risk assessments of all systems containing Customer Personal Data at least once annually.
• Risk Treatment. VOZIQ LLC maintains a formal and effective risk treatment program that includes penetration testing, vulnerability management and patch management to identify and protect against potential threats to the security, integrity or confidentiality of Customer Personal Data.
• Vendor Management. VOZIQ LLC maintains an effective vendor management program
•Incident Management. VOZIQ LLC reviews security incidents regularly, including effective determination of root cause and corrective action.
• Standards. VOZIQ LLC operates an information security management system that complies with the requirements of ISO/IEC 27001:2022 standard.
- Personnel Security.
• VOZIQ LLC personnel are required to conduct themselves in a manner consistent with thecompany’s guidelines regarding confidentiality, business ethics, appropriate usage, andprofessional standards. VOZIQ LLC conducts reasonably appropriate background checks on anyemployees who will have access to client data under this Agreement, including in relation toemployment history and criminal records, to the extent legally permissible and in accordance withapplicable local labor law, customary practice and statutory regulations.
• Personnel are required to execute a confidentiality agreement in writing at the time of hire and toprotect Customer Personal Data at all times. Personnel must acknowledge receipt of, andcompliance with, VOZIQ LLC’s confidentiality, privacy and security policies. Personnel are providedwith privacy and security training on how to implement and comply with the Information SecurityProgram. Personnel handling Customer Personal Data are required to complete additionalrequirements appropriate to their role (e.g., certifications). VOZIQ LLC’s personal will not processCustomer Personal Data without authorization.
- Data Center and Network Security
- Data Centers.
• Infrastructure. VOZIQ LLC has AWS as its data center.
• Resiliency. Multi Availability Zones are enabled on AWS and VOZIQ LLC conducts Backup Restoration Testing on regular basis to ensure resiliency.
• Server Operating Systems. VOZIQ LLC’s servers are customized for the application environment and the servers have been hardened for the security of the Services. VOZIQ LLC employs a code review process to increase the security of the code used to provide the Services and enhance the security products in production environments.
• Disaster Recovery. VOZIQ LLC replicates data over multiple systems to help to protecta gainst accidental destruction or loss. VOZIQ LLC has designed and regularly plans and tests its disaster recovery programs.
• Security Logs. VOZIQ LLC’s systems have logging enabled to their respective system log facility in order to support the security audits, and monitor and detect actual and attempted attacks on, or intrusions into, VOZIQ LLC’s systems.
• Vulnerability Management. VOZIQ LLC performs regular vulnerability scans on all infrastructure components of its production and development environment. Vulnerabilities are remediated on a risk basis, with Critical, High and Medium security patches for all components installed as soon as commercially possible.
- Networks and Transmission.
• Data Transmission. Transmissions on production environment are transmitted via Internet standard protocols.
• External Attack Surface. AWS Security Group which is equivalent to virtual firewall is in place for Production environment on AWS.
• Incident Response. VOZIQ LLC maintains incident management policies and procedures,including detailed security incident escalation procedures. VOZIQ LLC monitors a variety ofcommunication channels for security incidents, and VOZIQ LLC’s security personnel will react promptly to suspected or known incidents, mitigate harmful effects of such security incidents, and document such security incidents and their outcomes.
• Encryption Technologies. VOZIQ LLC makes HTTPS encryption (also referred to as SSL or TLS)available for data in transit.
- Data Storage, Isolation, Authentication, and Destruction.
• VOZIQ LLC stores data in a multi-tenantenvironment on AWS servers. Data, the Services database and file system architecture are replicated between multiple availability zones on AWS. VOZIQ LLC logically isolates the data of different customers.A central authentication system is used across all Services to increase uniform security of data. VOZIQLLC ensures secure disposal of Client Data through the use of a series of data destruction processes
The controller has authorized the use of the following sub-processors:
