Data Processing

This Data Processing Addendum (“DPA”) forms a part of the Service Agreement for the Service found at https://parrotbox.ai/policy-service-agreement, unless Customer has entered into a superseding written master subscription agreement with Quickstep Innovations Inc., in which case, it forms a part of such written agreement (in either case, the “Agreement”).

By signing the Service Agreement, Customer enters into this DPA on behalf of itself and, to the extent required under applicable Data Protection Laws, in the name and on behalf of its Affiliates.

Quickstep Innovations Inc. may Process certain Personal Data (such terms defined below) on behalf of Customer and where Quickstep Innovations Inc. Processes such Personal Data on behalf of Customer the Parties agree to comply with the terms and conditions in this DPA in connection with such Personal Data.

Definitions

“Controller” means the entity which determines the purposes and means of the Processing of Personal Data.

“Controller Affiliate” means any of Customer’s Affiliate(s) that are:

• Subject to applicable Data Protection Laws of the European Union, the European Economic Area and/or their member states, Switzerland and/or the United Kingdom, and
• Permitted to use the Services pursuant to the Parrotbox.ai Service Agreement, but have not signed the Service Agreement nor their own Order Form and are not a “Customer” as defined under the Agreement.

“Data Protection Laws” means all laws and regulations, including laws and binding regulations of the European Union, the European Economic Area and their member states, Switzerland and the United Kingdom, applicable to the Processing of Personal Data under the Agreement.

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

“GDPR” means the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).

“Personal Data” means any Customer Data that relates to an identified or identifiable natural person, to the extent that such information is protected as personal data under applicable Data Protection Laws.

“Processing” means any operation or set of operations which is performed upon Personal Data, whether or not by automatic means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.

“Processor” means the entity which Processes Personal Data on behalf of the Controller.

“Sub-processor” means any entity engaged by Quickstep or its Affiliates to Process Personal Data in connection with the Services.

“Supervisory Authority” means an independent public authority which is established by an EU Member State pursuant to the GDPR.

Processing of Personal Data

Roles of the Parties

The parties acknowledge and agree that with regard to the Processing of Personal Data, Customer is the Controller, Quickstep is the Processor and that Quickstep or its Affiliates will engage Sub-processors pursuant to the requirements set forth in the section on “Sub-processors” below.

Customer’s Processing of Personal Data

Customer shall, in its use of the Services and provision of instructions, Process Personal Data in accordance with the requirements of applicable Data Protection Law. Customer shall have sole responsibility for the accuracy, quality, and legality of Personal Data and the means by which Customer acquired Personal Data.

Quickstep’s Processing of Personal Data

As Customer’s Processor, Quickstep shall only Process Personal Data for the following purposes:

• Processing in accordance with the Agreement and applicable Order(s)
• Processing initiated by Authorized Users in their use of the Services; and
• Processing to comply with other reasonable instructions provided by Customer (e.g., via email or support tickets) that are consistent with the terms of the
• Agreement (individually and collectively, the “Purpose”). Quickstep acts on behalf of and on the instructions of Customer in carrying out the Purpose.

Details of the Processing

The subject-matter of Processing of Personal Data by Quickstep is as described in the section on “Purpose”. The duration of the Processing, the nature and purpose of the Processing, the types of Personal Data and categories of Data Subjects Processed under this DPA are further specified in the “Description of Processing Activities” section of this DPA.

Rights of Data Subjects

Data Subject Requests

Quickstep shall, to the extent legally permitted, promptly notify Customer if Quickstep receives any requests from a Data Subject to exercise the following Data Subject rights in relation to Personal Data: access, rectification, restriction of Processing, erasure (“right to be forgotten”), data portability, objection to the Processing, or to not be subject to an automated individual decision making (each, a “Data Subject Request”). Taking into account the nature of the Processing, Quickstep shall assist Customer by appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of Customer’s obligation to respond to a Data Subject Request under applicable Data Protection Laws. In addition, to the extent Customer, in its use of the Services, does not have the ability to address a Data Subject Request, Quickstep shall, upon Customer’s request, provide commercially reasonable efforts to assist Customer in responding to such Data Subject Request, to the extent Quickstep is legally permitted to do so and the response to such Data Subject Request is required under applicable Data Protection Laws. To the extent legally permitted, Customer shall be responsible for any costs arising from Quickstep’s provision of such assistance, including any fees associated with provision of additional functionality.

Sub-Processors

Appointment of Sub-processors

Customer acknowledges and agrees that (a) Quickstep’s Affiliates may be retained as Sub-processors through written agreement with Quickstep and (b) Quickstep and Quickstep’s Affiliates respectively may engage third-party Sub-processors in connection with the provision of the Services.
As a condition to permitting a third-party Sub-processor to Process Personal Data, Quickstep or a Quickstep Affiliate will enter into a written agreement with each Sub-processor containing data protection obligations that provide at least the same level of protection for Personal Data as those in this DPA, to the extent applicable to the nature of the Services provided by such Sub-processor.

List of Current Sub-processors and Notification of New Sub-processors

A current list of Sub-processors for the Services, including the identities of those Sub-processors and their country of location, is available below (“Sub-processor Lists”).
Customer may receive notifications of new Sub-processors by e-mailing info@parrotbox.ai with the subject “Subscribe to Subprocessor List”, and if a Customer contact subscribes, Quickstep shall provide the subscriber with notification of new Sub-processor(s) before authorizing such new Sub-processor(s) to Process Personal Data in connection with the provision of the applicable Services.

Objection Right for New Sub-processors

Customer may reasonably object to Quickstep’s use of a new Sub-processor (e.g., if making Personal Data available to the Sub-processor may violate applicable Data Protection Law or weaken the protections for such Personal Data) by notifying Quickstep promptly in writing within ten (10) business days after receipt of Quickstep’s notice per above.

Such notice shall explain the reasonable grounds for the objection. In the event Customer objects to a new Sub-processor, as permitted in the preceding sentence, Quickstep will use commercially reasonable efforts to make available to Customer a change in the Services or recommend a commercially reasonable change to Customer’s configuration or use of the Services to avoid Processing of Personal Data by the objected-to new Sub-processor without unreasonably burdening Customer. If Quickstep is unable to make available such change within a reasonable period of time, which shall not exceed thirty (30) days, either party may terminate without penalty the applicable Order(s) with respect only to those Services which cannot be provided by Quickstep without the use of the objected-to new Sub-processor by providing written notice to Quickstep. Quickstep will refund Customer any prepaid fees covering the remainder of the term of such Order(s) following the effective date of termination with respect to such terminated Services, without imposing a penalty for such termination on Customer.

Liability

Quickstep shall be liable for the acts and omissions of its Sub-processors to the same extent Quickstep would be liable if performing the Services of each Sub-processor directly under the terms of this DPA.

Security

Controls for the Protection of Personal Data

Quickstep shall maintain appropriate technical and organizational measures for protection of the security (including protection against unauthorized or unlawful Processing and against accidental or unlawful destruction, loss or alteration or damage, unauthorized disclosure of, or access to, Personal Data), confidentiality and integrity of Personal Data, as set forth in the Security Practices Datasheet. Quickstep regularly monitors compliance with these measures. Quickstep will not materially decrease the overall security of the Services during a subscription term.

Third-Party Certifications and Audits

Quickstep has obtained the third-party certifications and audits set forth in the Security Practices Datasheet available at https://www.parrotbox.ai/policy-security. Upon Customer’s request, and subject to the confidentiality obligations set forth in the Agreement, Quickstep shall make available to Customer (or Customer’s independent, third-party auditor) information regarding the Quickstep Group’s compliance with the obligations set forth in this DPA in the form of the third-party certifications and audits set forth in the Security Practices Datasheet.

Customer may contact Quickstep in accordance with the “Notices” Section of the Agreement to request an on-site audit of Quickstep’s procedures relevant to the protection of Personal Data, but only to the extent required under applicable Data Protection Law. Customer shall reimburse Quickstep for any time expended for any such on-site audit at Quickstep’s then-current rates, which shall be made available to Customer upon request. Before the commencement of any such on-site audit, Customer and Quickstep shall mutually agree upon the scope, timing, and duration of the audit, in addition to the reimbursement rate for which Customer shall be responsible. All reimbursement rates shall be reasonable, taking into account the resources expended by Quickstep. Customer shall promptly notify Quickstep with information regarding any non-compliance discovered during the course of an audit, and Quickstep shall use commercially reasonable efforts to address any confirmed non-compliance.

Personal Data Incident Management and Notifications

Quickstep maintains security incident management policies and procedures specified in the Security Practices Datasheet. Quickstep shall notify Customer without undue delay of any breach relating to Personal Data (within the meaning of applicable Data Protection Law) of which Quickstep becomes aware and which may require a notification to be made to a Supervisory Authority or Data Subject under applicable Data Protection Law or which Quickstep is required to notify to Customer under applicable Data Protection Law (a “Personal Data Incident”).

Quickstep shall provide commercially reasonable cooperation and assistance in identifying the cause of such Personal Data Incident and take commercially reasonable steps to remediate the cause to the extent the remediation is within Quickstep’s control. Except as required by applicable Data Protection Law, the obligations herein shall not apply to incidents that are caused by Customer, Authorized Users and/or any Non-Quickstep Products.

Return and Deletion of Personal Data

Upon termination of the Services for which Quickstep is Processing Personal Data, Quickstep shall, upon Customer’s request, and subject to the limitations described in the Agreement and the Security Practices Datasheet, return all Personal Data in Quickstep’s possession to Customer or securely destroy such Personal Data and demonstrate to the satisfaction of Customer that it has taken such measures, unless applicable law prevents it from returning or destroying all or part of Personal Data. For clarification, depending on the Service plan purchased by Customer, access to export functionality may incur additional charge(s) and/or require purchase of a Service upgrade.

Controller Affiliates

Contractual Relationship

The parties acknowledge and agree that, by executing the Agreement, Customer enters into the DPA on behalf of itself and, as applicable, in the name and on behalf of its Controller Affiliates, thereby establishing a separate DPA between Quickstep and each such Controller Affiliate subject to the provisions of the Agreement and this DPA.

Each Controller Affiliate agrees to be bound by the obligations under this DPA and, to the extent applicable, the Agreement. For the avoidance of doubt, a Controller Affiliate is not and does not become a party to the Agreement, and is only a party to the DPA. All access to and use of the Services by Controller Affiliates must comply with the terms and conditions of the Agreement and any violation of the terms and conditions of the Agreement by a Controller Affiliate shall be deemed a violation by Customer.

Communication

The Customer that is the contracting party to the Agreement shall remain responsible for coordinating all communication with Quickstep under this DPA and be entitled to make and receive any communication in relation to this DPA on behalf of its Controller Affiliates.

Rights of Controller Affiliates

If a Controller Affiliate becomes a party to the DPA with Quickstep, it shall, to the extent required under applicable Data Protection Laws, also be entitled to exercise the rights and seek remedies under this DPA, subject to the following:

Except where applicable Data Protection Laws require the Controller Affiliate to exercise a right or seek any remedy under this DPA against Quickstep directly by itself, the parties agree that (i) solely the Customer that is the contracting party to the Agreement shall exercise any such right or seek any such remedy on behalf of the Controller Affiliate, and (ii) the Customer that is the contracting party to the Agreement shall exercise any such rights under this DPA not separately for each Controller Affiliate individually but in a combined manner for all of its Controller Affiliates together (as set forth below).

The parties agree that the Customer that is the contracting party to the Agreement shall, if carrying out an on-site audit of the Quickstep procedures relevant to the protection of Personal Data, take all reasonable measures to limit any impact on Quickstep by combining, to the extent reasonable possible, several audit requests carried out on behalf of different Controller Affiliates in one single audit.

Limitation of Liability

Each party’s and all of its Affiliates’ liability, taken together in the aggregate, arising out of or related to this DPA, and all DPAs between Controller Affiliates and Quickstep, whether in contract, tort or under any other theory of liability, is subject to the ‘Liability Limit’ section of the Agreement, and any reference in such section to the liability of a party means the aggregate liability of that party and all of its Affiliates under the Agreement and all DPAs together. For the avoidance of doubt, Quickstep’s and its Affiliates’ total liability for all claims from the Customer and all of its Controller Affiliates arising out of or related to the Agreement and each DPA shall apply in the aggregate for all claims under both the Agreement and all DPAs established under the Agreement, including by Customer and all Controller Affiliates, and, in particular, shall not be understood to apply individually and severally to Customer and/or to any Controller Affiliate that is a contractual party to any such DPA.

European Specific Provisions

Quickstep will Process Personal Data in accordance with the GDPR requirements directly applicable to Quickstep’s provisioning of the Services.

Upon Customer’s request, Quickstep shall provide Customer with reasonable cooperation and assistance needed to fulfil Customer’s obligation under the GDPR to carry out a data protection impact assessment related to Customer’s use of the Services, to the extent Customer does not otherwise have access to the relevant information, and to the extent such information is available to Quickstep. Quickstep shall provide reasonable assistance to Customer in the cooperation or prior consultation with the Supervisory Authority, to the extent required under the GDPR.

Quickstep will comply with applicable data protection laws and regulations regarding cross-border data transfers, including but not limited to current frameworks governing data transfers between the United States and European Union.

Description of Processing Activities

Data subjects

Customer may submit personal data to the Services, the extent of which is determined and controlled by Customer and which may include, but is not limited to, personal data relating to the following categories of data subject:

• Authorized Users;
• Employees of Customer;
• Consultants of Customer;
• Contractors of Customer;
• Agents of Customer; and/or
• Third parties with which Customer conducts business.

Categories of data

The personal data transferred concern the following categories of data:

• Any personal data comprised in Customer Data, as defined in the Agreement
• The following special categories of data, if any:
• racial or ethnic origin;
• political opinions;
• religious or philosophical beliefs;
• trade-union membership;
• genetic or biometric data;
• health; and
• sex life.

Processing operations

The personal data transferred will be processed in accordance with the Agreement and any Order Form and may be subject to the following processing activities:

• storage and other processing necessary to provide, maintain, and update the Services provided to Customer;
• to provide customer and technical support to Customer; and
• disclosures in accordance with the Agreement, as compelled by law.

Standard Clauses

The parties agree to the Standard Contractual Clauses (processors) adopted by the European Commission Decision 2010/87/EU of February 5, 2010, for the transfer of personal data to processors in third countries, which are incorporated herein by reference. For purposes of the Standard Contractual Clauses, Customer and its applicable Affiliates are each the data exporter, and Customer’s acceptance of this DPA shall be treated as execution of the Standard Contractual Clauses by the data exporter.

Subprocessor List