Last Modified: December, 1, 2025

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This DailyBot Data Processing Agreement and its Annexes (“DPA”) states the parties’

agreement with respect to the Processing of Personal Data by us on behalf of you as Customer in

connection with the provision of Cloud Services under the DailyBot Terms of Service or, as

applicable, DailyBot Cloud Services Agreement, between you and us (also collectively referred

to in this DPA as the “Agreement”).
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This DPA is supplemental to, and forms an integral part of, the Agreement and is effective upon

its incorporation into the Agreement, which may be specified in the Agreement, a Customer

Order or an executed amendment to the Agreement. In case of any conflict or inconsistency with

the terms of the Agreement, this DPA will take precedence over the terms of the Agreement to

the extent of such conflict or inconsistency.

The term of this DPA is coterminous with the term of the Agreement. Terms not otherwise

defined in this DPA will have the meaning as set forth in the Agreement.

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1. Definitions

“California Personal Information” means Personal Data that is subject to the protection of the

CCPA.

"CCPA" means California Civil Code Sec. 1798.100 et seq. (also known as the California

Consumer Privacy Act of 2018).

"Consumer", "Business", "Sell" and "Service Provider" will have the meanings given to them in

the CCPA.

“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.

“Data Protection Laws” means all applicable worldwide legislation relating to data protection

and privacy which applies to the respective party in the role of Processing Personal Data in

question under the Agreement, including without limitation European Data Protection Laws and

the CCPA; in each case as amended, repealed, consolidated or replaced from time to time.

“Data Subject” means the individual to whom Personal Data relates.

"Europe" means the European Union, the European Economic Area and/or their member states,

Switzerland and the United Kingdom.

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“European Data” means Personal Data that is subject to the protection of European Data

Protection Laws.

"European Data Protection Laws" means data protection laws applicable in Europe, including: (i)

Regulation 2016/679 of the European Parliament and of the Council on the protection of natural

persons with regard to the processing of personal data and on the free movement of such data

(General Data Protection Regulation) ("GDPR"); (ii) Directive 2002/58/EC concerning the

processing of personal data and the protection of privacy in the electronic communications

sector; and (iii) applicable national implementations of (i) and (ii); or (iii) GDPR as it forms parts

of the United Kingdom domestic law by virtue of Section 3 of the European Union (Withdrawal)

Act 2018 ("UK GDPR"); and (iv) Swiss Federal Data Protection Act on 19 June 1992 and its

Ordinance ("Swiss DPA"); in each case, as may be amended, superseded or replaced.

“Instructions” means the written, documented instructions issued by a Controller to a Processor,

and directing the same to perform a specific or general action with regard to Personal Data

(including, but not limited to, depersonalizing, blocking, deletion, making available).

"Permitted Affiliates" means any of your Affiliates that (i) are permitted to use the Cloud

Services pursuant to the Agreement, but have not signed their own separate agreement with us

and are not a “Customer” as defined under the Agreement, (ii) qualify as a Controller of Personal

Data Processed by us, and (iii) are subject to European Data Protection Laws.

“Personal Data” means any information relating to an identified or identifiable individual where

such information is contained within Customer Data and is protected similarly as personal data,

personal information or personally identifiable information under applicable Data Protection

Laws.

“Personal Data Breach” means a breach of security leading to the accidental or unlawful

destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data transmitted,

stored or otherwise Processed by us and/or our Sub-Processors in connection with the provision

of the Cloud Services. "Personal Data Breach" will not include unsuccessful attempts or

activities that do not compromise the security of Personal Data, including unsuccessful log-in

attempts, pings, port scans, denial of service attacks, and other network attacks on firewalls or

networked systems.

“Processing” means any operation or set of operations which is performed on Personal Data,

encompassing the collection, recording, organization, structuring, storage, adaptation or

alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise

making available, alignment or combination, restriction or erasure of Personal Data. The terms

“Process”, “Processes” and “Processed” will be construed accordingly.

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“Processor” means a natural or legal person, public authority, agency or other body which

Processes Personal Data on behalf of the Controller.

“Standard Contractual Clauses” means the standard contractual clauses for Processors annexed

to the European Commission’s Decision (EU) 2021/914 of 4 June 2021, in the form set out at

Annex 4; as may be amended, superseded or replaced.

“Sub-Processor” means any Processor engaged by us or our Affiliates to assist in fulfilling our

obligations with respect to the provision of the Cloud Services under the Agreement.

Sub-Processors may include third parties or our Affiliates but will exclude any DailyBot

employee or consultant.

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2. Customer Responsibilities

a. Compliance with Laws. Within the scope of the Agreement and in its use of the services, you

will be responsible for complying with all requirements that apply to you under applicable Data

Protection Laws with respect to your Processing of Personal Data and the Instructions you issue

to us.

In particular but without prejudice to the generality of the foregoing, you acknowledge and agree

that you will be solely responsible for: (i) the accuracy, quality, and legality of Customer Data

and the means by which you acquired Personal Data; (ii) complying with all necessary

transparency and lawfulness requirements under applicable Data Protection Laws for the

collection and use of the Personal Data, including obtaining any necessary consents and

authorizations (particularly for use by Customer for marketing purposes); (iii) ensuring you have

the right to transfer, or provide access to, the Personal Data to us for Processing in accordance

with the terms of the Agreement (including this DPA); (iv) ensuring that your Instructions to us

regarding the Processing of Personal Data comply with applicable laws, including Data

Protection Laws; and (v) complying with all laws (including Data Protection Laws) applicable to

any emails or other content created, sent or managed through the Cloud Services, including those

relating to obtaining consents (where required) to send emails, the content of the emails and its

email deployment practices. You will inform us without undue delay if you are not able to

comply with your responsibilities under this section or applicable Data Protection Laws.

b. Controller Instructions. The parties agree that the Agreement (including this DPA), together

with your use of the Cloud Services in accordance with the Agreement, constitute your complete

Instructions to us in relation to the Processing of Personal Data, so long as you may provide

additional instructions during the subscription term that are consistent with the Agreement, the

nature and lawful use of the Cloud Services.

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c. Security. You are responsible for independently determining whether the data security

provided for in the Cloud Services adequately meets your obligations under applicable Data
Protection Laws. You are also responsible for your secure use of the Cloud Services, including

protecting the security of Personal Data in transit to and from the Platform (including to securely

backup or encrypt any such Personal Data).

3. DailyBot Obligations

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a. Compliance with Instructions. We will only Process Personal Data for the purposes described

in this DPA or as otherwise agreed within the scope of your lawful Instructions, except where

and to the extent otherwise required by applicable law. We are not responsible for compliance

with any Data Protection Laws applicable to you or your industry that are not generally

applicable to us.

b. Conflict of Laws. If we become aware that we cannot Process Personal Data in accordance

with your Instructions due to a legal requirement under any applicable law, we will (i) promptly

notify you of that legal requirement to the extent permitted by the applicable law; and (ii) where

necessary, cease all Processing (other than merely storing and maintaining the security of the

affected Personal Data) until such time as you issue new Instructions with which we are able to

comply. If this provision is invoked, we will not be liable to you under the Agreement for any

failure to perform the applicable Cloud Services until such time as you issue new lawful

Instructions with regard to the Processing.

c. Security. We will implement and maintain appropriate technical and organizational measures

to protect Personal Data from Personal Data Breaches, as described under Annex 2 to this DPA

("Security Measures"). Notwithstanding any provision to the contrary, we may modify or update

the Security Measures at our discretion provided that such modification or update does not result

in a material degradation in the protection offered by the Security Measures.

d. Confidentiality. We will ensure that any personnel of DailyBot to whom we authorize to

Process Personal Data on our behalf is subject to appropriate confidentiality obligations (whether

a contractual or statutory duty) with respect to that Personal Data.

e. Personal Data Breaches. We will notify you without undue delay after we become aware of

any Personal Data Breach and will provide timely information relating to the Personal Data

Breach as it becomes known or reasonably requested by you. At your request, we will promptly

provide you with such reasonable assistance as necessary to enable you to notify relevant

Personal Data Breaches to competent authorities and/or affected Data Subjects, if you are

required to do so under Data Protection Laws.

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f. Deletion or Return of Personal Data. We will delete or return all Customer Data, including

Personal Data (including copies thereof) Processed pursuant to this DPA, on termination or

expiration of your subscription to Cloud Services in accordance with the procedures set out in

our Agreement. This term shall apply except where we are required by applicable law to retain

some or all of the Customer Data, or where we have archived Customer Data on back-up

systems, which data we will securely isolate and protect from any further Processing and delete

in accordance with our routine deletion practices. You may request the deletion of your DailyBot

account after expiration or termination of your subscription by sending a request to us at

support@dailybot.com. You may also cancel your account in accordance with the termination

provisions of the Agreement and request permanent deletion by sending a request to us at

support@dailybot.com. You may retrieve your Customer Data using the web application as an

administrator, or request instructions to do that by sending a request to us at

support@dailybot.com. You understand and agree that to the extent your level of Cloud Services

subscription and/or the current version of the Platform does not provide for such functionality so

that the above requests will be processed manually and may take additional time to complete.

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4. Data Subject Requests

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The Platform may provide you with a number of controls that you can use to retrieve, correct,

delete or restrict Personal Data, as applicable, which you can use to assist it in connection with

its obligations under Data Protection Laws, including your obligations relating to responding to

requests from Data Subjects to exercise their rights under applicable Data Protection Laws

("Data Subject Requests").

To the extent that you are unable to independently address a Data Subject Request through the

Platform, then upon your written request we will provide reasonable assistance to you to respond

to any Data Subject Requests or requests from data protection authorities relating to the

Processing of Personal Data under the Agreement. You shall reimburse us for the commercially

reasonable costs arising from this assistance.

If a Data Subject Request or other communication regarding the Processing of Personal Data

under the Agreement is made directly to us, we will promptly inform you and will advise the

Data Subject to submit their request to you. You will be solely responsible for responding

substantively to any such Data Subject Requests or communications involving Personal Data.

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5. Sub-Processors

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You agree that we may engage Sub-Processors to Process Personal Data on your behalf. We have

currently appointed and you hereby approve, as Sub-Processors, the third parties listed in Annex

3 to this DPA. We will notify you if we add or replace any Sub-Processors listed in Annex 3 at

least 30 days prior to any such changes.

Where we engage additional Sub-Processors, we will impose data protection terms on the

Sub-Processors that provide at least the same level of protection for Personal Data as those in

this DPA (including, where appropriate, the Standard Contractual Clauses), to the extent

5applicable to the nature of the services provided by such Sub-Processors and commercially

obtainable in the market for such services.

We will remain responsible for each Sub-Processor’s compliance with the obligations of this

DPA and for any acts or omissions of such Sub-Processor that cause us to breach materially any

of our obligations under this DPA.

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6. Data Transfers

You acknowledge and agree that we may access and Process Personal Data on a global basis as

necessary to provide the Cloud Services in accordance with the Agreement, and in particular that

Personal Data may be transferred to and Processed by DailyBot, Inc. in the United States and, if

applicable, to other jurisdictions where DailyBot Affiliates and Sub-Processors have operations.

Wherever Personal Data is transferred outside its country of origin, each party will ensure such

transfers are made in compliance with the requirements of Data Protection Laws.
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7. Additional Provisions for European Data

a. Scope. This 'Additional Provisions for European Data' section shall apply only with respect to

European Data.

b. Roles of the Parties. When Processing European Data in accordance with your Instructions,

the parties acknowledge and agree that you are the Controller of European Data and we are the

Processor.

c. Instructions. If we believe that your Instruction infringes European Data Protection Laws

(where applicable), we will inform you without delay.

d. Objection to New Sub-Processors. We will give you the opportunity to object to the

engagement of new Sub-Processors on reasonable grounds relating to the protection of Personal

Data within 30 days of notifying you in accordance with the ‘Sub-Processors’ section. If you do

notify us of such an objection, the parties will discuss your concerns in good faith with a view to

achieving a commercially reasonable resolution. If no such resolution can be reached, we will, at

our sole discretion, either not appoint the new Sub-Processor, or permit you to suspend or

terminate the affected Cloud Services in accordance with the termination provisions of the

Agreement without liability to either party (but without prejudice to any fees incurred by you

prior to suspension or termination). The parties agree that by complying with this sub-section (d),

DailyBot fulfils its obligations under Sections 9 of the Standard Contractual Clauses.

e. Sub-Processor Agreements. For the purposes of Clause 9(c) of the Standard Contractual

Clauses, you acknowledge that we may be restricted from disclosing certain Sub-Processor

agreements but we shall use commercially reasonable efforts to require any Sub-Processor we

6appoint to permit it to disclose the Sub-Processor agreement to you and shall provide (on a

confidential basis) all information we reasonably can.

f. Data Protection Impact Assessments and Consultation with Supervisory Authorities. To the

extent that the required information is reasonably available to us, and you do not otherwise have

access to the required information, we will provide reasonable assistance to you with any data

protection impact assessments, and prior consultations with supervisory authorities or other

competent data privacy authorities to the extent required by European Data Protection Laws.

g. Transfer Mechanisms for Data Transfers.

(A) DailyBot shall not transfer European Data from the United States of America to any country

or recipient not recognized as providing an adequate level of protection for Personal Data (within

the meaning of applicable European Data Protection Laws), unless it first takes all such measures

as are necessary to ensure the transfer is in compliance with applicable European Data Protection

Laws. Such measures may include (without limitation) transferring such data to a recipient that is

covered by a suitable framework or other legally adequate transfer mechanism recognized by the

relevant authorities or courts as providing an adequate level of protection for Personal Data, to a

recipient that has achieved binding corporate rules authorization in accordance with European

Data Protection Laws, or to a recipient that has executed appropriate standard contractual clauses

in each case as adopted or approved in accordance with applicable European Data Protection

Laws.

(B) You acknowledge that in connection with the performance of the Cloud Services, DailyBot,

Inc. is a recipient of European Data in the United States of America. The parties acknowledge

and agree the following:

(a) Standard Contractual Clauses: The parties agree to abide by and process European Data in

compliance with the Standard Contractual Clauses.

(C) The parties agree that for the purposes of the Standard Contractual Clauses, (i) DailyBot, Inc.

will be the "data importer" and Customer will be the "data exporter" (on behalf of itself and

Permitted Affiliates); (ii) the Annexes of the Standard Contractual Clauses shall be populated

with the relevant information set out in Annex 1 and Annex 2 of this DPA; (iii) if and to the

extent the Standard Contractual Clauses conflict with any provision of this DPA, the Standard

Contractual Clauses will prevail to the extent of such conflict.

(D) To extent that and for so long as the Standard Contractual Clauses as implemented in

accordance with this DPA cannot be relied on by the parties to lawfully transfer Personal Data in

compliance with the UK GDPR, the applicable standard data protection clauses issued, adopted

or permitted under the UK GDPR shall be incorporated by reference, and the annexes,

7appendices or tables of such clauses shall be deemed populated with the relevant information set

out in Annex 1 and Annex 2 of this DPA.

(E) If for any reason DailyBot cannot comply with its obligations under the Standard Contractual

Clauses or is breach of any warranties under the Standard Contractual Clauses, and you intend to

suspend the transfer of European Data to DailyBot or terminate the Standard Contractual

Clauses, you agree to provide us with reasonable notice to enable us to cure such

non-compliance and reasonably cooperate with us to identify what additional safeguards, if any,

may be implemented to remedy such non-compliance. If we have not or cannot cure the

non-compliance, you may suspend or terminate the affected part of the Cloud Services in

accordance with the Agreement without liability to either party (but without prejudice to any fees

you have incurred prior to such suspension or termination).

h. Demonstration of Compliance. We will make all information reasonably necessary to

demonstrate compliance with this DPA available to you and allow for and contribute to audits,

including inspections conducted by or your auditor in order to assess compliance with this DPA.

You acknowledge and agree that you will exercise your audit rights under this DPA and Clause

8.9 of the Standard Contractual Clauses by instructing us to comply with the audit measures

described in this paragraph. You acknowledge that the Platform is hosted by our data center

partners who maintain independently validated security programs (including SOC 2 and ISO

27001) and that our systems are regularly tested by independent third party penetration testing

firms. Upon request, we will supply (on a confidential basis) a summary copy of its penetration

testing report(s) to you so that you can verify our compliance with this DPA. Further, at your

written request, we will provide written responses (on a confidential basis) to all reasonable

requests for information made by you necessary to confirm our compliance with this DPA,

provided that you will not exercise this right more than once per calendar year unless you have

reasonable grounds to suspect non-compliance with the DPA.
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8. Additional Provisions for California Personal Information

a. Scope. The 'Additional Provisions for California Personal Information' section of the DPA will

apply only with respect to California Personal Information.

b. Roles of the Parties. When processing California Personal Information in accordance with

your Instructions, the parties acknowledge and agree that you are a Business and we are a

Service Provider for the purposes of the CCPA.

c. Responsibilities. The parties agree that we will Process California Personal Information as a

Service Provider strictly for the purpose of performing the Cloud Services under the Agreement

(the "Business Purpose") or as otherwise permitted by the CCPA, including as described in the

'Data Practices and Service Data' section of our Privacy Policy.
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9. General Provisions

a. Amendments. Notwithstanding anything else to the contrary in the Agreement and without

prejudice to the ‘Compliance with Instructions’ or ‘Security’ sections of this DPA, we reserve the

right to make any updates and changes to this DPA and the terms that apply in the ‘Amendment;

No Waiver’ section of the Agreement will apply.

b. Severability. If any individual provisions of this DPA are determined to be invalid or

unenforceable, the validity and enforceability of the other provisions of this DPA will not be

affected.

c. Limitation of Liability. Each party and each of their Affiliates' liability, taken in aggregate,

arising out of or related to this DPA (and any other DPAs between the parties) and the Standard

Contractual Clauses (where applicable), whether in contract, tort or under any other theory of

liability, will be subject to the limitations and exclusions of liability set out in the 'Limitation of

Liability' section of the Agreement and any reference in such section to the liability of a party

means aggregate liability of that party and all of its Affiliates under the Agreement (including

this DPA). In no event shall either party's liability be limited with respect to any individual's data

protection rights under this DPA (including the Standard Contractual Clauses) or otherwise.

d. Governing Law. This DPA will be governed by and construed in accordance with the Choice

of Law section of the Agreement, unless required otherwise by Data Protection Laws.
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10. Parties to this DPA

a. Permitted Affiliates. By signing the Agreement, you enter into this DPA (including, where

applicable, the Standard Contractual Clauses) on behalf of yourself and in the name and on

behalf of your Permitted Affiliates. For the purposes of this DPA only, and except where

indicated otherwise, the terms “Customer”, “you” and “your” will include you and such

Permitted Affiliates.

b. Authorization. The legal entity agreeing to this DPA as Customer represents that it is

authorized to agree to and enter into this DPA for and on behalf of itself and, as applicable, each

of its Permitted Affiliates.

c. Remedies. The parties agree that (i) solely the Customer entity that is the contracting party to

the Agreement will exercise any right or seek any remedy any Permitted Affiliate may have

under this DPA on behalf of its Affiliates, and (ii) the Customer entity that is the contracting

party to the Agreement will exercise any such rights under this DPA not separately for each

Permitted Affiliate individually but in a combined manner for itself and all of its Permitted

Affiliates together. The Customer entity that is the contracting entity is responsible for

coordinating all Instructions, authorizations and communications with us under the DPA and will

9be entitled to make and receive any communications related to this DPA on behalf of its

Permitted Affiliates.

d. Other rights. The parties agree that you will, when reviewing our compliance with this DPA

pursuant to the ‘Demonstration of Compliance’ section, take all reasonable measures to limit any

impact on us and our Affiliates by combining several audit requests carried out on behalf of the

Customer entity that is the contracting party to the Agreement and all of its Permitted Affiliates

in one single audit.

A. List of Parties

Data exporter:

Name: The Customer, as defined in the Customer Order to DailyBot Terms of Service or

DailyBot Cloud Services Agreement (on behalf of itself and Permitted Affiliates)

Address: The Customer's address, as set forth in the Customer Order

Contact person’s name, position and contact details: The Customer's contact details, as set out in

the Customer Order

Activities relevant to the data transferred under these Clauses: Processing of Personal Data in

connection with Customer's use of the DailyBot Cloud Services under the DailyBot Customer

Terms of Service or Cloud Services Agreement

Role (controller/processor): Controller

Data importer:

Name: DailyBot, Inc.

Address: 68 Mountain Ave, Westwood, NJ 07675, USA

Contact person’s name, position and contact details: Mauricio Morales, President and CEO. 68

Mountain Ave, Westwood, NJ 07675, USA; legal@dailybot.com

Activities relevant to the data transferred under these Clauses: Processing of Personal Data in

connection with Customer's use of the DailyBot Cloud Services under the DailyBot Customer

Terms of Service or Cloud Services Agreement

Role (controller/processor): Processor

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B. Description of Transfer

Categories of Data Subjects whose Personal Data is Transferred:

You may submit Personal Data in the course of using the Cloud Services, the extent of which is

determined and controlled by you in your sole discretion, and which may include, but is not

limited to Personal Data relating to the following categories of Data Subjects:

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• Customer’s employees;
• Customer’s external collaborators; and
• Customer’s clients.

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Categories of Personal Data Transferred:

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You may submit Personal Data to the Cloud Services, the extent of which is determined and

controlled by you in your sole discretion, and which may include but is not limited to the

following categories of Personal Data:

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a. Contact Information.

• Identification data such as first name, last name, email address and profile photo
• Contact details: email address or phone number
• Details of employment (optional): profession, job title

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b. Any other Personal Data submitted by, sent to, or received by you, or your end users, via the

Cloud Services.

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Sensitive Data transferred and applied restrictions or safeguards:

The parties do not anticipate the transfer of Sensitive Data.

Frequency of the transfer: Continuous

Purpose of the transfer and further processing:

We will Process Personal Data as necessary to provide the Cloud Services pursuant to the

Agreement, as further specified in the Customer Order, and as further instructed by you in your

use of the Cloud Services.

Period for which Personal Data will be retained:

Subject to the 'Deletion or Return of Personal Data' section of this DPA, we will Process

Personal Data for the duration of the Agreement, unless otherwise agreed in writing.

Competent Supervisory Authority:

For the purposes of the Standard Contractual Clauses, the supervisory authority that shall act as

competent supervisory authority is either (i) where Customer is established in an EU Member

State, the supervisory authority responsible for ensuring Customer's compliance with the GDPR;

(ii) where Customer is not established in an EU Member State but falls within the

extra-territorial scope of the GDPR and has appointed a representative, the supervisory authority

of the EU Member State in which Customer's representative is established; or (iii) where

Customer is not established in an EU Member State but falls within the extra-territorial scope of

the GDPR without having to appoint a representative, the supervisory authority of the EU

Member State in which the Data Subjects are predominantly located. In relation to Personal Data

that is subject to the UK GDPR or Swiss DPA, the competent supervisory authority is the UK

Information Commissioner or the Swiss Federal Data Protection and Information Commissioner

(as applicable).

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This Annex forms part of the DPA.

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We currently observe the Security Measures described in this Annex 2. All capitalized terms not

otherwise defined herein shall have the meanings as set forth in the Agreement.

DailyBot is a software as a service platform and chatbot built for team collaboration and

productivity. The chatbot integrates into current messaging platforms offered by third parties

such as Slack®, Microsoft Teams®, Google Chat®, and Discord®. A standalone web

application is also offered by DailyBot, which is compatible with all modern web browsers.

a) Access Control

i) Preventing Unauthorized Product Access

Outsourced processing: We host our Platform with outsourced cloud infrastructure providers.

Additionally, we maintain contractual relationships with vendors in order to provide the Service

in accordance with our DPA. We rely on contractual agreements, privacy policies, and vendor

compliance programs in order to protect data processed or stored by these vendors.

Physical and environmental security: We host our product infrastructure with multi-tenant,

outsourced infrastructure providers. The physical and environmental security controls are audited

for SOC 2 Type II and ISO 27001 compliance, among other certifications.

Authentication: We implement a uniform password policy for our customer products. Customers

who interact with the products via the user interface must authenticate before accessing

non-public customer data. Our products may support single-sign-on mechanisms that allow

Customers to use their Google, Microsoft, or other accounts to perform a secure sign-on with

OAuth.

Authorization: Customer Data is stored in multi-tenant storage systems accessible to Customers

via only application user interfaces and application programming interfaces. Customers are not

allowed direct access to the underlying application infrastructure. The authorization model in

each of our products is designed to ensure that only the appropriately assigned individuals can

access relevant features, views, and customization options. Authorization to data sets is

performed through validating the user’s permissions against the attributes associated with each

data set.

Application Programming Interface (API) access:

ii) Preventing Unauthorized Product Use

We implement industry standard access controls and detection capabilities for the internal

networks that support the Cloud Services.

Access controls: Network access control mechanisms are designed to prevent network traffic

using unauthorized protocols from reaching the product infrastructure. The technical measures

implemented differ between infrastructure providers and include Virtual Private Cloud (VPC)

implementations, security group assignment, and traditional firewall rules.

Intrusion detection and prevention: We implement a Web Application Firewall (WAF) solution to

protect hosted customer websites and other internet-accessible applications. The WAF is

designed to identify and prevent attacks against publicly available network services.

Source code security reviews: Security reviews of code stored in our source code repositories is

performed, checking for coding best practices and identifiable software flaws.

Penetration testing: We maintain relationships with industry recognized penetration testing

service providers for annual penetration tests. The intent of the penetration tests is to identify and

resolve foreseeable attack vectors and potential abuse scenarios.

Bug bounty: A bug bounty program invites and incentivizes independent security researchers to

ethically discover and disclose security flaws. We implement a bug bounty program in an effort

to widen the available opportunities to engage with the security community and improve the

product defenses against sophisticated attacks.

iii) Limitations of Privilege and Authorization Requirements

Product access: Some of our employees or contractors have access to the products and

infrastructure via controlled interfaces. The intent of providing access to a subset of employees

or contractors is to provide effective customer support, to troubleshoot potential problems, to

detect and respond to security incidents and implement data security. Each user has unique

credentials. We deny by default and we add privileges only to those that require access. Access is

logged. Access is granted by role and roles are reviewed at least once every six months.

Background checks: All DailyBot employees and contractors operating the systems undergo a

third-party background check prior to being extended an employment offer, in accordance with

and as permitted by the applicable laws. All DailyBot employees and contractors are required to

conduct themselves in a manner consistent with company guidelines, non-disclosure

requirements, and ethical standards.

b) Transmission Control

In-transit: We enforce HTTPS encryption (also referred to as SSL or TLS) on all products and

services, including our public website. The encryption is offered free of charge and the HTTPS

implementation uses industry standard algorithms and certificates.

At-rest: We store user passwords following policies that follow industry standard practices for

security. We have implemented technologies to ensure that stored data is encrypted at rest in

containers encrypted with AES256 (a 256-bit Advanced Encryption Standard).

c) Input Control

Detection: We designed our infrastructure to log extensive information about the system

behavior, traffic received, system authentication, and other application requests. Internal systems

aggregated log data and alert appropriate personnel of malicious, unintended, or anomalous

activities. Our personnel, including security, operations, and support personnel, are responsive to

known incidents.

Response and tracking: We maintain a record of known security incidents that includes

description, dates and times of relevant activities, and incident disposition. Suspected and

confirmed security incidents are investigated by security, operations, or support personnel; and

appropriate resolution steps are identified and documented. For any confirmed incidents, we will

take appropriate steps to minimize product and Customer damage or unauthorized disclosure.

Notification to you will be in accordance with the terms of the Agreement.

d) Availability Control

Infrastructure availability: The infrastructure providers use commercially reasonable efforts to

ensure a minimum of 99.9% uptime. The providers maintain a minimum of [N+1] redundancy to

power, network, and HV AC services.

Fault tolerance: Replication strategies are designed to ensure redundancy and fail-over

protections during a significant processing failure.

Online replicas and backups: Where feasible, production databases are designed to replicate data

between no less than 1 primary and 1 secondary database. All databases are backed up and

maintained using at least industry standard methods.

Our Cloud Services are designed to ensure redundancy and seamless failover. The server

instances that support these Cloud Services are also designed with a goal to prevent single points

of failure. This design assists our operations in maintaining and updating the product applications

and backend while limiting downtime.

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(a) The purpose of these standard contractual clauses is to ensure compliance with the

requirements of 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 (General Data Protection Regulation) for the transfer of

personal data to a third country.

‍

(b) The Parties:

‍

(i) the natural or legal person(s), public authority/ies, agency/ies or other body/ies (hereinafter

“entity/ies”) transferring the personal data, as listed in Annex I.A. (hereinafter each “data

exporter”), and

‍

(ii) the entity/ies in a third country receiving the personal data from the data exporter, directly or

indirectly via another entity also Party to these Clauses, as listed in Annex I.A. (hereinafter each

“data importer”)

have agreed to these standard contractual clauses (hereinafter: “Clauses”).

‍

(c) These Clauses apply with respect to the transfer of personal data as specified in Annex I.B.

‍

(d) The Appendix to these Clauses containing the Annexes referred to therein forms an integral

part of these Clauses.

‍

‍

(a) These Clauses set out appropriate safeguards, including enforceable data subject rights and

effective legal remedies, pursuant to Article 46(1) and Article 46 (2)(c) of Regulation (EU)

2016/679 and, with respect to data transfers from controllers to processors and/or processors to

processors, standard contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679,

provided they are not modified, except to select the appropriate Module(s) or to add or update

information in the Appendix. This does not prevent the Parties from including the standard

contractual clauses laid down in these Clauses in a wider contract and/or to add other clauses or

18additional safeguards, provided that they do not contradict, directly or indirectly, these Clauses or

prejudice the fundamental rights or freedoms of data subjects.

‍

(b) These Clauses are without prejudice to obligations to which the data exporter is subject by

virtue of Regulation (EU) 2016/679.

‍

(a) Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the

data exporter and/or data importer, with the following exceptions:

(i) Clause 1, Clause 2, Clause 3, Clause 6, Clause 7;

(ii) Clause 8 - Clause 8.1(b), 8.9(a), (c), (d) and (e);

(iii) Clause 9 - Clause 9(a), (c), (d) and (e);

(iv) Clause 12 - Clause 12(a), (d) and (f);

(v) Clause 13;

(vi) Clause 15.1(c), (d) and (e);

(vii) Clause 16(e);

(viii) Clause 18 - Clause 18(a) and (b).

(b) Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.

‍

(a) Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms

shall have the same meaning as in that Regulation.

(b) These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU)

2016/679.

(c) These Clauses shall not be interpreted in a way that conflicts with rights and obligations

provided for in Regulation (EU) 2016/679.

‍

In the event of a contradiction between these Clauses and the provisions of related agreements

between the Parties, existing at the time these Clauses are agreed or entered into thereafter, these

Clauses shall prevail.

‍

The details of the transfer(s), and in particular the categories of personal data that are transferred

and the purpose(s) for which they are transferred, are specified in Annex I.B.

‍

(a) An entity that is not a Party to these Clauses may, with the agreement of the Parties, accede to

these Clauses at any time, either as a data exporter or as a data importer, by completing the

Appendix and signing Annex I.A.

(b) Once it has completed the Appendix and signed Annex I.A, the acceding entity shall become

a Party to these Clauses and have the rights and obligations of a data exporter or data importer in

accordance with its designation in Annex I.A.

(c) The acceding entity shall have no rights or obligations arising under these Clauses from the

period prior to becoming a Party.

‍

‍

The data exporter warrants that it has used reasonable efforts to determine that the data importer

is able, through the implementation of appropriate technical and organisational measures, to

satisfy its obligations under these Clauses.

8.1 Instructions

(a) The data importer shall process the personal data only on documented instructions from the

data exporter. The data exporter may give such instructions throughout the duration of the

contract.

(b) The data importer shall immediately inform the data exporter if it is unable to follow those

instructions.

8.2 Purpose limitation
‍

The data importer shall process the personal data only for the specific purpose(s) of the transfer,

as set out in Annex I.B, unless on further instructions from the data exporter.

8.3 Transparency

On request, the data exporter shall make a copy of these Clauses, including the Appendix as

completed by the Parties, available to the data subject free of charge. To the extent necessary to

protect business secrets or other confidential information, including the measures described in

Annex II and personal data, the data exporter may redact part of the text of the Appendix to these

Clauses prior to sharing a copy, but shall provide a meaningful summary where the data subject

would otherwise not be able to understand the its content or exercise his/her rights. On request,

the Parties shall provide the data subject with the reasons for the redactions, to the extent

possible without revealing the redacted information. This Clause is without prejudice to the

obligations of the data exporter under Articles 13 and 14 of Regulation (EU) 2016/679.

8.4 Accuracy

If the data importer becomes aware that the personal data it has received is inaccurate, or has

become outdated, it shall inform the data exporter without undue delay. In this case, the data

importer shall cooperate with the data exporter to erase or rectify the data.

8.5 Duration of processing and erasure or return of data

Processing by the data importer shall only take place for the duration specified in Annex I.B.

After the end of the provision of the processing services, the data importer shall, at the choice of

the data exporter, delete all personal data processed on behalf of the data exporter and certify to

the data exporter that it has done so, or return to the data exporter all personal data processed on

its behalf and delete existing copies. Until the data is deleted or returned, the data importer shall

continue to ensure compliance with these Clauses. In case of local laws applicable to the data

importer that prohibit return or deletion of the personal data, the data importer warrants that it

will continue to ensure compliance with these Clauses and will only process it to the extent and

for as long as required under that local law. This is without prejudice to Clause 14, in particular

the requirement for the data importer under Clause 14(e) to notify the data exporter throughout

the duration of the contract if it has reason to believe that it is or has become subject to laws or

practices not in line with the requirements under Clause 14(a).

8.6 Security of processing

(a) The data importer and, during transmission, also the data exporter shall implement

appropriate technical and organisational measures to ensure the security of the data, including

protection against a breach of security leading to accidental or unlawful destruction, loss,

alteration, unauthorised disclosure or access to that data (hereinafter “personal data breach”). In

assessing the appropriate level of security, the Parties shall take due account of the state of the

art, the costs of implementation, the nature, scope, context and purpose(s) of processing and the

risks involved in the processing for the data subjects. The Parties shall in particular consider

having recourse to encryption or pseudonymisation, including during transmission, where the

purpose of processing can be fulfilled in that manner. In case of pseudonymisation, the additional

information for attributing the personal data to a specific data subject shall, where possible,

remain under the exclusive control of the data exporter. In complying with its obligations under

this paragraph, the data importer shall at least implement the technical and organisational

measures specified in Annex II. The data importer shall carry out regular checks to ensure that

these measures continue to provide an appropriate level of security.

(b) The data importer shall grant access to the personal data to members of its personnel only to

the extent strictly necessary for the implementation, management and monitoring of the contract.

It shall ensure that persons authorised to process the personal data have committed themselves to

confidentiality or are under an appropriate statutory obligation of confidentiality.

(c) In the event of a personal data breach concerning personal data processed by the data

importer under these Clauses, the data importer shall take appropriate measures to address the

breach, including measures to mitigate its adverse effects. The data importer shall also notify the

data exporter without undue delay after having become aware of the breach. Such notification

shall contain the details of a contact point where more information can be obtained, a description

of the nature of the breach (including, where possible, categories and approximate number of

data subjects and personal data records concerned), its likely consequences and the measures

taken or proposed to address the breach including, where appropriate, measures to mitigate its

possible adverse effects. Where, and in so far as, it is not possible to provide all information at

the same time, the initial notification shall contain the information then available and further

information shall, as it becomes available, subsequently be provided without undue delay.

(d) The data importer shall cooperate with and assist the data exporter to enable the data exporter

to comply with its obligations under Regulation (EU) 2016/679, in particular to notify the

competent supervisory authority and the affected data subjects, taking into account the nature of

processing and the information available to the data importer.

8.7 Sensitive data

Where the transfer involves personal data revealing racial or ethnic origin, political opinions,

religious or philosophical beliefs, or trade union membership, genetic data, or biometric data for

the purpose of uniquely identifying a natural person, data concerning health or a person’s sex life

or sexual orientation, or data relating to criminal convictions and offences (hereinafter “sensitive

data”), the data importer shall apply the specific restrictions and/or additional safeguards

described in Annex I.B.

8.8 Onward transfers

The data importer shall only disclose the personal data to a third party on documented

instructions from the data exporter. In addition, the data may only be disclosed to a third party

located outside the European Union (in the same country as the data importer or in another third

country, hereinafter “onward transfer”) if the third party is or agrees to be bound by these

Clauses, under the appropriate Module, or if:

(i) the onward transfer is to a country benefitting from an adequacy decision pursuant to Article

45 of Regulation (EU) 2016/679 that covers the onward transfer;

(ii) the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47

Regulation of (EU) 2016/679 with respect to the processing in question;

(iii) the onward transfer is necessary for the establishment, exercise or defence of legal claims in

the context of specific administrative, regulatory or judicial proceedings; or

(iv) the onward transfer is necessary in order to protect the vital interests of the data subject or of

another natural person.

Any onward transfer is subject to compliance by the data importer with all the other safeguards

under these Clauses, in particular purpose limitation.

8.9 Documentation and compliance

(a) The data importer shall promptly and adequately deal with enquiries from the data exporter

that relate to the processing under these Clauses.

(b) The Parties shall be able to demonstrate compliance with these Clauses. In particular, the data

importer shall keep appropriate documentation on the processing activities carried out on behalf

of the data exporter.

(c) The data importer shall make available to the data exporter all information necessary to

demonstrate compliance with the obligations set out in these Clauses and at the data exporter’s

request, allow for and contribute to audits of the processing activities covered by these Clauses,

at reasonable intervals or if there are indications of non-compliance. In deciding on a review or

audit, the data exporter may take into account relevant certifications held by the data importer.

(d) The data exporter may choose to conduct the audit by itself or mandate an independent

auditor. Audits may include inspections at the premises or physical facilities of the data importer

and shall, where appropriate, be carried out with reasonable notice.

(e) The Parties shall make the information referred to in paragraphs (b) and (c), including the

results of any audits, available to the competent supervisory authority on request.

‍

(a) The data importer has the data exporter’s general authorisation for the engagement of

sub-processor(s) from an agreed list. The data importer shall specifically inform the data exporter

in writing of any intended changes to that list through the addition or replacement of

sub-processors at least 30 business days in advance, thereby giving the data exporter sufficient

time to be able to object to such changes prior to the engagement of the sub-processor(s). The

data importer shall provide the data exporter with the information necessary to enable the data

exporter to exercise its right to object.

(b) Where the data importer engages a sub-processor to carry out specific processing activities

(on behalf of the data exporter), it shall do so by way of a written contract that provides for, in

substance, the same data protection obligations as those binding the data importer under these

Clauses, including in terms of third-party beneficiary rights for data subjects. The Parties agree

that, by complying with this Clause, the data importer fulfils its obligations under Clause 8.8.

The data importer shall ensure that the sub-processor complies with the obligations to which the

data importer is subject pursuant to these Clauses.

(c) The data importer shall provide, at the data exporter’s request, a copy of such a sub-processor

agreement and any subsequent amendments to the data exporter. To the extent necessary to

protect business secrets or other confidential information, including personal data, the data

importer may redact the text of the agreement prior to sharing a copy.

(d) The data importer shall remain fully responsible to the data exporter for the performance of

the sub-processor’s obligations under its contract with the data importer. The data importer shall

notify the data exporter of any failure by the sub-processor to fulfil its obligations under that

contract.

(e) The data importer shall agree a third-party beneficiary clause with the sub-processor whereby

- in the event the data importer has factually disappeared, ceased to exist in law or has become

insolvent - the data exporter shall have the right to terminate the sub-processor contract and to

instruct the sub-processor to erase or return the personal data.

‍

(a) The data importer shall promptly notify the data exporter of any request it has received from

a data subject. It shall not respond to that request itself unless it has been authorised to do so by

the data exporter.

(b) The data importer shall assist the data exporter in fulfilling its obligations to respond to data

subjects’ requests for the exercise of their rights under Regulation (EU) 2016/679. In this regard,

the Parties shall set out in Annex II the appropriate technical and organisational measures, taking

into account the nature of the processing, by which the assistance shall be provided, as well as

the scope and the extent of the assistance required.

(c) In fulfilling its obligations under paragraphs (a) and (b), the data importer shall comply with

the instructions from the data exporter.

‍

(a) The data importer shall inform data subjects in a transparent and easily accessible format,

through individual notice or on its website, of a contact point authorised to handle complaints. It

shall deal promptly with any complaints it receives from a data subject.

(b) In case of a dispute between a data subject and one of the Parties as regards compliance with

these Clauses, that Party shall use its best efforts to resolve the issue amicably in a timely

fashion. The Parties shall keep each other informed about such disputes and, where appropriate,

cooperate in resolving them.

(c) Where the data subject invokes a third-party beneficiary right pursuant to Clause 3, the data

importer shall accept the decision of the data subject to:

(i) lodge a complaint with the supervisory authority in the Member State of his/her habitual

residence or place of work, or the competent supervisory authority pursuant to Clause 13;

(ii) refer the dispute to the competent courts within the meaning of Clause 18.

(d) The Parties accept that the data subject may be represented by a not-for-profit body,

organisation or association under the conditions set out in Article 80(1) of Regulation (EU)

2016/679.

(e) The data importer shall abide by a decision that is binding under the applicable EU or

Member State law.

(f) The data importer agrees that the choice made by the data subject will not prejudice his/her

substantive and procedural rights to seek remedies in accordance with applicable laws.

‍

(a) Each Party shall be liable to the other Party/ies for any damages it causes the other Party/ies

by any breach of these Clauses.

(b) The data importer shall be liable to the data subject, and the data subject shall be entitled to

receive compensation, for any material or non-material damages the data importer or its

sub-processor causes the data subject by breaching the third-party beneficiary rights under these

Clauses.

(c) Notwithstanding paragraph (b), the data exporter shall be liable to the data subject, and the

data subject shall be entitled to receive compensation, for any material or non-material damages

the data exporter or the data importer (or its sub-processor) causes the data subject by breaching

the third-party beneficiary rights under these Clauses. This is without prejudice to the liability of

the data exporter and, where the data exporter is a processor acting on behalf of a controller, to

the liability of the controller under Regulation (EU) 2016/679 or Regulation (EU) 2018/1725, as

applicable.

(d) The Parties agree that if the data exporter is held liable under paragraph (c) for damages

caused by the data importer (or its sub-processor), it shall be entitled to claim back from the data

importer that part of the compensation corresponding to the data importer’s responsibility for the

damage.

(e) Where more than one Party is responsible for any damage caused to the data subject as a

result of a breach of these Clauses, all responsible Parties shall be jointly and severally liable and

the data subject is entitled to bring an action in court against any of these Parties.

(f) The Parties agree that if one Party is held liable under paragraph (e), it shall be entitled to

claim back from the other Party/ies that part of the compensation corresponding to its / their

responsibility for the damage.

(g) The data importer may not invoke the conduct of a sub-processor to avoid its own liability.

‍

(a) The supervisory authority with responsibility for ensuring compliance by the data exporter

with Regulation (EU) 2016/679 as regards the data transfer, as indicated in Annex I.C, shall act

as competent supervisory authority.

(b) The data importer agrees to submit itself to the jurisdiction of and cooperate with the

competent supervisory authority in any procedures aimed at ensuring compliance with these

Clauses. In particular, the data importer agrees to respond to enquiries, submit to audits and

comply with the measures adopted by the supervisory authority, including remedial and

compensatory measures. It shall provide the supervisory authority with written confirmation that

the necessary actions have been taken.

‍

‍

(a) The Parties warrant that they have no reason to believe that the laws and practices in the third

country of destination applicable to the processing of the personal data by the data importer,

including any requirements to disclose personal data or measures authorising access by public

authorities, prevent the data importer from fulfilling its obligations under these Clauses. This is

based on the understanding that laws and practices that respect the essence of the fundamental

rights and freedoms and do not exceed what is necessary and proportionate in a democratic

society to safeguard one of the objectives listed in Article 23(1) of Regulation (EU) 2016/679,

are not in contradiction with these Clauses.

(b) The Parties declare that in providing the warranty in paragraph (a), they have taken due

account in particular of the following elements:

(i) the specific circumstances of the transfer, including the length of the processing chain, the

number of actors involved and the transmission channels used; intended onward transfers; the

type of recipient; the purpose of processing; the categories and format of the transferred personal

data; the economic sector in which the transfer occurs; the storage location of the data

transferred;

(ii) the laws and practices of the third country of destination- including those requiring the

disclosure of data to public authorities or authorising access by such authorities - relevant in light

of the specific circumstances of the transfer, and the applicable limitations and safeguards;

(iii) any relevant contractual, technical or organisational safeguards put in place to supplement

the safeguards under these Clauses, including measures applied during transmission and to the

processing of the personal data in the country of destination.

‍

(c) The data importer warrants that, in carrying out the assessment under paragraph (b), it has

made its best efforts to provide the data exporter with relevant information and agrees that it will

continue to cooperate with the data exporter in ensuring compliance with these Clauses.

(d) The Parties agree to document the assessment under paragraph (b) and make it available to

the competent supervisory authority on request.

(e) The data importer agrees to notify the data exporter promptly if, after having agreed to these

Clauses and for the duration of the contract, it has reason to believe that it is or has become

subject to laws or practices not in line with the requirements under paragraph (a), including

following a change in the laws of the third country or a measure (such as a disclosure request)

indicating an application of such laws in practice that is not in line with the requirements in

paragraph (a).

(f) Following a notification pursuant to paragraph (e), or if the data exporter otherwise has reason

to believe that the data importer can no longer fulfil its obligations under these Clauses, the data

exporter shall promptly identify appropriate measures (e.g. technical or organisational measures

to ensure security and confidentiality) to be adopted by the data exporter and/or data importer to

address the situation. The data exporter shall suspend the data transfer if it considers that no

appropriate safeguards for such transfer can be ensured, or if instructed by the competent

supervisory authority to do so. In this case, the data exporter shall be entitled to terminate the

contract, insofar as it concerns the processing of personal data under these Clauses. If the

contract involves more than two Parties, the data exporter may exercise this right to termination

only with respect to the relevant Party, unless the Parties have agreed otherwise. Where the

contract is terminated pursuant to this Clause, Clause 16(d) and (e) shall apply.

‍

15.1 Notification

(a) The data importer agrees to notify the data exporter and, where possible, the data subject

promptly (if necessary with the help of the data exporter) if it:

(i) receives a legally binding request from a public authority, including judicial authorities, under

the laws of the country of destination for the disclosure of personal data transferred pursuant to

these Clauses; such notification shall include information about the personal data requested, the

requesting authority, the legal basis for the request and the response provided; or

(ii) becomes aware of any direct access by public authorities to personal data transferred

pursuant to these Clauses in accordance with the laws of the country of destination; such

notification shall include all information available to the importer.

(b) If the data importer is prohibited from notifying the data exporter and/or the data subject

under the laws of the country of destination, the data importer agrees to use its best efforts to

obtain a waiver of the prohibition, with a view to communicating as much information as

possible, as soon as possible. The data importer agrees to document its best efforts in order to be

able to demonstrate them on request of the data exporter.

(c) Where permissible under the laws of the country of destination, the data importer agrees to

provide the data exporter, at regular intervals for the duration of the contract, with as much

relevant information as possible on the requests received (in particular, number of requests, type

of data requested, requesting authorities, whether requests have been challenged and the outcome

of such challenges, etc.).

(d) The data importer agrees to preserve the information pursuant to paragraphs (a) to (c) for the

duration of the contract and make it available to the competent suspensory authority on request.

(e) Paragraphs (a) to (c) are without prejudice to the obligation of the data importer pursuant to

Clause 14(e) and Clause 16 to inform the data exporter promptly where it is unable to comply

with these Clauses.

15.2 Review of legality and data minimisation

(a) The data importer agrees to review the legality of the request for disclosure, in particular

whether it remains within the powers granted to the requesting public authority, and to challenge

the request if, after careful assessment, it concludes that there are reasonable grounds to consider

that the request is unlawful under the laws of the country of destination, applicable obligations

under international law and principles of international comity. The data importer shall, under the

same conditions, pursue possibilities of appeal. When challenging a request, the data importer

shall seek interim measures with a view to suspending the effects of the request until the

competent judicial authority has decided on its merits. It shall not disclose the personal data

requested until required to do so under the applicable procedural rules. These requirements are

without prejudice to the obligations of the data importer under Clause 14(e).

(b) The data importer agrees to document its legal assessment and any challenge to the request

for disclosure and, to the extent permissible under the laws of the country of destination, make

the documentation available to the data exporter. It shall also make it available to the competent

supervisory authority on request.

(c) The data importer agrees to provide the minimum amount of information permissible when

responding to a request for disclosure, based on a reasonable interpretation of the request.

‍

(a) The data importer shall promptly inform the data exporter if it is unable to comply with

these Clauses, for whatever reason.

(b) In the event that the data importer is in breach of these Clauses or unable to comply with

these Clauses, the data exporter shall suspend the transfer of personal data to the data importer

until compliance is again ensured or the contract is terminated. This is without prejudice to

Clause 14(f).

(c) The data exporter shall be entitled to terminate the contract, insofar as it concerns the

processing of personal data under these Clauses, where:

(i) the data exporter has suspended the transfer of personal data to the data importer pursuant to

paragraph (b) and compliance with these Clauses is not restored within a reasonable time and in

any event within one month of suspension;

(ii) the data importer is in substantial or persistent breach of these Clauses; or

(iii) the data importer fails to comply with a binding decision of a competent court or supervisory

authority regarding its obligations under these Clauses.

In these cases, it shall inform the competent supervisory authority such non-compliance. Where

the contract involves more than two Parties, the data exporter may exercise this right to

termination only with respect to the relevant Party, unless the Parties have agreed otherwise.

(d) Personal data that has been transferred prior to the termination of the contract pursuant to

paragraph (c) shall at the choice of the data exporter immediately be returned to the data exporter

or deleted in its entirety. The same shall apply to any copies of the data. The data importer shall

certify the deletion of the data to the data exporter. Until the data is deleted or returned, the data

importer shall continue to ensure compliance with these Clauses. In case of local laws applicable

to the data importer that prohibit the return or deletion of the transferred personal data, the data

30importer warrants that it will continue to ensure compliance with these Clauses and will only

process the data to the extent and for as long as required under that local law.

(e) Either Party may revoke its agreement to be bound by these Clauses where (i) the European

Commission adopts a decision pursuant to Article 45(3) of Regulation (EU) 2016/679 that covers

the transfer of personal data to which these Clauses apply; or (ii) Regulation (EU) 2016/679

becomes part of the legal framework of the country to which the personal data is transferred.

This is without prejudice to other obligations applying to the processing in question under

Regulation (EU) 2016/679.

‍

These Clauses shall be governed by the law of one of the EU Member States, provided such law

allows for third-party beneficiary rights. The Parties agree that these Clauses shall be governed

in accordance with the 'Contracting Entity; Applicable Law; Notice’ section of the Jurisdiction

Specific Terms or if such section does not specify an EU Member State, by the law of the

Republic of Ireland (without reference to conflicts of law principles)

‍

(a) Any dispute arising from these Clauses shall be resolved by the courts of an EU Member

State.

(b) The Parties agree that those shall be the courts of the jurisdiction specified in Clause 17.

(c) A data subject may also bring legal proceedings against the data exporter and/or data

importer before the courts of the Member State in which he/she has his/her habitual residence.

(d) The Parties agree to submit themselves to the jurisdiction of such courts.

‍

UK AND SWISS ADDENDUM TO THE STANDARD CONTRACTUAL CLAUSES

(a) This Addendum amends the Standard Contractual Clauses to the extent necessary so they

operate for transfers made by the data exporter to the data importer, to the extent that the UK

GDPR or Swiss DPA (as defined in the DailyBot Data Processing Addendum) apply to the data

exporter’s processing when making that transfer.

(b) The Standard Contractual Clauses shall be amended with the following modifications:

(i) references to "Regulation (EU) 2016/679" shall be interpreted as references to the UK GDPR

or Swiss DPA (as applicable);

(ii) references to specific Articles of "Regulation (EU) 2016/679" shall be replaced with the

equivalent article or section of the UK GDPR or Swiss DPA (as applicable);

(iii) references to Regulation (EU) 2018/1725 shall be removed;

(iv) references to "EU", "Union" and "Member State" shall be replaced with references to the

"UK" or "Switzerland" (as applicable);

(v) Clause 13(a) and Part C of Annex II are not used and the "competent supervisory authority"

shall be the United Kingdom Information Commissioner or Swiss Federal Data Protection

Information Commissioner (as applicable);

(vi) references to the "competent supervisory authority" and "competent courts" shall be replaced

with references to the "Information Commissioner" and the "courts of England and Wales" or the

"Swiss Federal Data Protection Information Commissioner" and "applicable courts of

Switzerland" (as applicable);

(vii) in Clause 17, the Standard Contractual Clauses shall be governed by the laws of England

and Wales or Switzerland (as applicable); and

(viii) to the extent the UK GDPR applies to the processing, Clause 18 shall be replaced to state:

“Any dispute arising from these Clauses shall be resolved by the courts of England and Wales. A

data subject may also bring legal proceedings against the data exporter and/or data importer

before the courts of any country in the UK. The Parties agree to submit themselves to the

jurisdiction of such courts”; and

(ix) to the extent the Swiss DPA applies to the processing, Clause 18 shall be replaced to state:

“Any dispute arising from these Clauses shall be resolved by the competent courts of

Switzerland. The Parties agree to submit themselves to the jurisdiction of such courts”.

‍