Data Processing Agreement

DATA PROCESSING EXHIBIT

This Data Processing Exhibit (the “Exhibit”) is entered into by and between Anecdotes A.I Ltd., a company number 516160165, incorporated under the laws of the State of Israel, having its registered office at 146 Begin Road, Tel-Aviv, Israel (the “Company” or, for purposes of this engagement, the "Processor"), forms an integral part of the Master Services Agreement (the "Agreement") between the Company and the Customer, which shall be deemed for purposes of this engagement as the "Controller".

All capitalized terms shall have the meaning ascribed to them in the Agreement, unless expressly provided otherwise in this Data Processing Exhibit.  In the event of a conflict between the Agreement and this Exhibit, the terms of this Exhibit shall control over processing of Personal Data.

The Customer and the Company hereby agree as follows:

1. DEFINITIONS

1
"Applicable Data Protection Laws" means applicable privacy and data protection laws in connection with the processing of personal data conducted pursuant to the Agreement, , including without limitation (to the extent applicable),  (a) GDPR, (b) Israel Privacy Protection Law, 5741-1981,and the regulations promulgated thereunder, and (c) guidance issued by any relevant supervisory authority or implementing, amending, or supplementing the above laws, rules and regulations, whether in effect now or in the future.
2
"Customer" as used in this Data Processing Exhibit shall mean collectively, the Customer party that enter into the Agreement and its affiliates.
3
"Data Subject Requests" means any requests from a Data Subject related to access, rectification, suppression, limitation, objection, portability and erasure of Personal Data or other requests authorized under Applicable Data Protection Law.
4
"Designated Contact" for reporting Security Events, Data Subject Requests, and Personal Data Breach to the Processed Data. Means (i) info@anecdotes.ai and such additional contact as designated by the Company, and (ii) [Customer's valid email address] and such additional contact as designated by the Customer.
5
"GDPR" means EU General Data Protection Regulation 2016/679;
6
"Personnel" means Company or Customer's employees, contractors, subcontractors, agents and representatives.
7
"Processed Data" means any Personal Data Processed by the Company on behalf of the Customer pursuant to or in connection with the Agreement;
8
"Security Event" means any attempt or activity that (i) is made to gain unauthorized access to Processed Data; (ii) interferes with the operation of any Company Systems or Customer Systems containing the Company or the Company third-party data or information; or (iii) may otherwise compromise the security or privacy of the Processed Data or its disclosure.
9
The terms, “Controller” "Data Subject", "Personal Data", "Personal Data Breach", "Processing", “Processor” and "Supervisory Authority" shall have the same meaning as in the Applicable Data Protection Laws.

2. DATA PROTECTION AND PRIVACY OF PERSONAL DATA

In addition to the other obligations set forth hereunder, each of Customer and Company shall:

1
comply with its respective obligations under Applicable Data Protection Laws in relation to all Customer Personal Data that may be processed in the performance and  operation of this Exhibit;
2
the processing operations to be carried out in the performance of this Exhibit conform to the description set out under "Details of Processing" hereunder.
3
process the Customer Personal Data solely on the documented instructions of Customer, in order to supply the services and as otherwise necessary to perform its obligations under the Agreement including with regard to transfers of Customer Personal Data to a third country outside its current location;
4
not Process Customer Personal Data in any country outside Israel, the UK or the EEA without the prior written consent of Customer; and
5
shall immediately inform the other patry if, in its opinion, an instruction pursuant to the Agreement infringes  Applicable Data Protection Laws.

3. DATA SUBJECT RIGHTS

1
The Company shall provide reasonable assistance to the Customer by appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of the Customer's obligation to respond to requests for exercising the Data Subject's Requests. The Company shall not be liable in respect of any claim regarding Data Subject rights.
2
The Company shall promptly notify the Customer's Designated Contact if it receives a request from a Data Subject under any Applicable Data Protection Law in respect of the Processed Data; and ensure it responds to that request as required by Applicable Data Protection Laws.

4. PERSONAL DATA BREACH AND SECURITY EVENTS

3
The Company shall notify the Customer without undue delay upon becoming aware of a Personal Data Breach or a Security Event affecting the Processed Data. The Company shall not be liable in respect of any claim of Personal Data Breach or a Security Event.
4
Unless otherwise mandated by Applicable Data Protection Laws, the Customer shall instruct the Company if to report or inform Data Subjects of the Personal Data Breach, pursuant to the requirements under Applicable Data Protection Laws.
5
The Company shall take reasonable commercial steps in the investigation, mitigation and remediation of each such Personal Data Breach or a Security Event.

5. SUBPROCESSORS AND PERSONNEL

6
Customers shall ensure Personnel authorized to Process the Customer Personal Data are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.
7
Both parties will disclose the Processed Data only to those Personnel who have the need to know such Processed Data in connection with the performance of the Agreement.
8
Customer hereby grants to the Company a general written authorization to use  sub-processors for the provision of the services, provided that:
8.1
the Company shall ensure that it engages such sub-processors by written agreement and the terms of each written;
8.2
the sub-processor complies with its obligations under the Applicable Data Protection Laws relating to any Customer Personal Data and has sufficient organizational  and technical measures in place to guarantee the protection of Customer Personal Data against unauthorized or unlawful processing; and
8.3
the Company will notify the Customer of any intended changes concerning the addition or  replacement of a sub-processor thereby giving the Customer the opportunity to  object to the addition or replacement within fourteen (14) days of the notification;

6. SECURITY

6.1
Customer shall ensure the security of the Customer Personal Data that it processes in accordance with the requirements of Applicable Data Protection Law.
6.2
Both parties shall implement appropriate technical and organizational measures to ensure a level of  security appropriate to the risk, 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.
6.3
Both parties shall use best efforts to ensure (i) that any Processed Data that is inaccurate or incomplete is erased or rectified; (ii) establish an audit trail to document whether and by whom Processed Data have been entered into, modified in, or removed; and (iii) retain the Processed Data only as long as is necessary.

7. RECORDS AND AUDITS

7.1
In connection with to its processing of Customer Personal Data, the Company shall, during the term of the Agreement, provide the Customer with information reasonably necessary to demonstrate compliance with  the obligations laid down in the Applicable Data Protection Laws, and shall allow for and contribute to audits, including  inspections, conducted by the Customer or another auditor mandated by the Customer, provided that:
7.2
The Customer gives at least thirty (30) days' prior written notice to conduct such audit or inspection;
7.3
the auditor is subject to binding obligations of confidentiality; and
7.4
the audit or inspection is undertaken so as to cause minimal disruption to the Company's business and other customers.
7.5
The provisions of this Data Processing Exhibit shall survive termination or expiration of the Agreement.

8. DETAILS OF THE PROCESSING

8.1
Details of the Processing of the Personal Data (as required by Article 28(3) GDPR):
1
Subject matter and duration of the processing of the Personal Data: shall be as set forth in the Proposal, according to the scope of Services and the Term, as both defined in the Agreement.
2
The nature and purpose of the processing of the Personal Data:
i
For delivery and provision of the Services to the Customer;
ii
For delivery and provision of the Services to the Customer;
iii
For customer support and technical troubleshooting;
iv
To comply with applicable law, including law enforcement requests.
3
The types of the Personal Data to be processed: name, phone number, email address, position, transactions, usage details, including URLs visited, events triggered on defined actions such as page loads, clicks, logins and purchases, IP addresses, cookies, analytics data.
4
The categories of Data Subject to whom the Personal Data relates: current, former and potential employees and subcontractors of the Customer and other authorized users of the Services.
5
SubProcessors: The current list of sub-processors will be provided by the Company to the Customer upon the Customer's request.