Data Protection Addendum

DATA PROCESSING TERMS

1. DEFINITIONS

“Authorized Affiliate” means any of Customer's Affiliate(s) that (a) is subject to the data protection laws and regulations of the European Union, the European Economic Area and/or their member states, Switzerland and/or the United Kingdom, and (b) is permitted to use the Services pursuant to the Agreement between Customer and Observe.AI, but has not signed its own Order Form with Observe.AI and is not a "Customer" as defined under this DPA.

‍“US Privacy Laws” means all applicable U.S. state and federal data privacy and data protection laws and their implementing regulations, including the California Consumer Privacy Act, as amended by the California Privacy Rights Act, Cal. Civ. Code § 1798.100 et seq., and its implementing regulations.

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

“Customer” means the entity that executed the Agreement together with its Affiliates (for so long as they remain Affiliates) which have signed Order Forms.

‍“Customer Data” means what is defined in the Agreement as “Customer Data”. 

‍“Data Protection Laws” means all laws and regulations, including laws and regulations of the European Union, the European Economic Area and their member states, Switzerland, the United Kingdom and the United States and its states, applicable to the Processing of Personal Data under the Agreement as amended from time to time. For the avoidance of doubt, if Observe.AI’s Processing activities involving Personal Data are not within the scope of a given Data Protection Law, such law is not applicable for purposes of this Addendum. 

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

“GDPR” means 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), including as implemented or adopted under the laws of the United Kingdom.

‍“Personal Data” means any information relating to (i) an identified or identifiable natural person and, (ii) an identified or identifiable legal entity (where such information is protected similarly as personal data or personally identifiable information under applicable Data Protection Laws), where for each (i) or (ii), such data is Customer Data. 

‍“Processing” or “Process” 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, including as applicable any “service provider” or "processor" as those terms are defined by US Privacy Laws.

“Public Authority” means a government agency or law enforcement authority, including judicial authorities.

‍“Security Measures” means the security measures applicable to the specific Services purchased by Customer, as updated from time to time, including at minimum the measures set forth in Annex II. 

‍“Observe.AI Group” means Observe.AI and its Affiliates engaged in the Processing of Personal Data. 

‍“Standard Contractual Clauses” means Standard Contractual Clauses for the transfer of Personal Data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and the Council approved by European Commission Implementing Decision (EU) 2021/914 of 4 June 2021, as currently set out at https://eur-lex.europa.eu/eli/dec_impl/2021/914/oj.   

‍“Sub-processor” means any Processor engaged by Observe.AI or a member of the Observe.AI Group.
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2. PROCESSING OF PERSONAL DATA
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2.1 Roles of the Parties. The parties acknowledge and agree that with regard to the Processing of Personal Data, Customer is the Controller, Observe.AI is the Processor and that Observe.AI or members of the Observe.AI Group may engage Sub-processors pursuant to the requirements set forth in Section 5 “Sub-processors” below.

2.2 Customer’s Processing of Personal Data. Customer represents and warrants that: (a) prior to providing any Personal Data to Observe.AI, Customer has provided all notices and obtained all consents, permissions, and authorizations required under applicable Data Protection Laws for Customer to lawfully collect the Personal Data, disclose it to Observe.AI, and for Observe.AI to Process such Personal Data for the purposes of providing the Services (including, where Customer is a Processor by ensuring that the ultimate Controller has done so); (b) Customer has lawfully collected all Personal Data in compliance with applicable Data Protection Laws; (c) Customer has the legal right and authority to provide the Personal Data to Observe.AI and instruct Observe.AI to Process such Personal Data as contemplated by the Agreement and this DPA; (d) Customer’s instructions for the Processing of Personal Data shall comply with all applicable Data Protection Laws; (e) Customer has sole responsibility for the accuracy, quality, and legality of all Personal Data and the means by which Customer acquired such Personal Data; and (f) Customer’s use of the Services will not violate the rights of any Data Subject, including any Data Subject that has opted-out from sales, disclosures, or Processing of Personal Data, to the extent applicable under Data Protection Laws.

2.3 Observe.AI’s Processing of Personal Data. Observe.AI shall Process Personal Data on behalf of and only in accordance with Customer’s documented instructions for the following activities: (i) Processing in accordance with the Agreement, applicable Order Form(s), and Customer’s use of the Services, and (ii) Processing to comply with other documented lawful and reasonable instructions provided by Customer where such instructions are consistent with the terms of the Agreement. Customer expressly instructs and authorizes Observe.AI to use Customer Data to train, develop, test, and improve customer-specific AI models, algorithms, and machine learning systems. Customer further acknowledges and agrees that Observe.AI may create de-identified, anonymized, or aggregated data derived from Customer Data (“Derived Data”) and use such Derived Data to train, develop, test, and improve Observe.AI’s general AI models, algorithms, machine learning systems, and Services. Such Derived Data shall not be considered Personal Data or Customer Data under this DPA, and Observe.AI’s use of Derived Data shall not be subject to the restrictions applicable to Processing of Personal Data hereunder.

2.4 Details of the Processing. The subject-matter of Processing of Personal Data by Observe.AI is the performance of the Services pursuant to the Agreement. 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 Annex I (Details of the Processing) to this DPA.

2.5 US Privacy Laws. To the extent Observe.AI Processes Personal Data subject to US Privacy Laws, Observe.AI shall not (a) "sell" or "share" such Personal Data (as those terms are defined under applicable US Privacy Laws); (b) retain, use, or disclose such Personal Data outside of the direct business relationship between Observe.AI and Customer; or (c) combine such Personal Data with personal data received from or on behalf of any other person, except in each case as necessary to perform the Services or as otherwise permitted by applicable US Privacy Laws.

3. RIGHTS OF DATA SUBJECTS

3.1 Data Subject Request. Observe.AI shall, to the extent legally permitted, promptly notify Customer if Observe.AI receives a request from a Data Subject to exercise the Data Subject's right of access, right to rectification, restriction of Processing, erasure (“right to be forgotten”), data portability, object to the Processing, or its right not to be subject to an automated individual decision making, each such request being a “Data Subject Request”. Observe.AI shall not respond to a Data Subject Request itself, except that Customer authorizes Observe.AI to redirect the Data Subject Request as necessary to allow Customer to respond directly. Taking into account the nature of the Processing, Observe.AI 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 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, Observe.AI shall, upon Customer’s request, provide commercially reasonable efforts to assist Customer in responding to such Data Subject Request to the extent Observe.AI is legally permitted to do so and the response to such Data Subject Request is required under Data Protection Laws. To the extent legally permitted, Customer shall be responsible for any costs arising from Observe.AI’s provision of such assistance.

4. OBSERVE.AI PERSONNEL

4.1 Confidentiality. Observe.AI shall ensure that its personnel engaged in the Processing of Personal Data are informed of the confidential nature of the Personal Data, have received appropriate training on their responsibilities and have executed written confidentiality agreements. Observe.AI shall ensure that such confidentiality obligations survive the termination of the personnel engagement.

4.2 Reliability. Observe.AI shall take commercially reasonable steps to ensure the reliability of any Observe.AI personnel engaged in the Processing of Personal Data.
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4.3 Limitation of Access. Observe.AI shall ensure that Observe.AI’s access to Personal Data is limited to those personnel performing Services in accordance with the Agreement.

4.4 Data Protection Officer. Members of the Observe.AI Group have appointed a data protection officer. The appointed person may be reached at privacy@observe.ai.

5. SUB-PROCESSORS

5.1 Appointment of Sub-processors. Customer acknowledges and agrees that (a) Observe.AI’s Affiliates may be retained as Sub-processors; and (b) Observe.AI and Observe.AI’s Affiliates respectively may engage third-party Sub-processors in connection with the provision of the Services. Observe.AI or an Observe.AI Affiliate has entered into a written agreement with each Sub-processor containing data protection obligations not less protective than those in the Agreement with respect to the protection of Customer Data to the extent applicable to the nature of the Services provided by such Sub-processor.

5.2 List of Current Sub-processors and Notification of New Sub-processors.  Observe.AI shall make available to Customer the current list of Sub-processors for the Services at https://trust.observe.ai/. Such Sub-processor lists shall include the identities of those Sub-processors and their location. Customer hereby consents to these Sub-processors, their locations and processing activities as it pertains to their Personal Data.

5.3 Objection Right for New Sub-processors. Observe.AI may engage new Sub-processors to provide the Services. Observe.AI will notify Customers of any new Sub-processors promptly after engaging such Sub-processor. Customer may object to Observe.AI’s use of a new Sub-processor by notifying Observe.AI in writing at privacy@observe.ai within thirty (30) days after being notified of the new Sub-processor. Any such objection must be based on reasonable data protection concerns regarding the new Sub-processor’s ability to comply with applicable Data Protection Laws. If Customer submits a valid objection, Observe.AI will use commercially reasonable efforts to address Customer’s data protection concerns. If Observe.AI, in its reasonable discretion, cannot adequately address Customer’s concern, and Customer continues to object to the use of the new Sub-processor, Customer may terminate the applicable Order Form(s) with respect only to the Services which cannot be provided by Observe.AI without use of the objected to Sub-processor. Any such termination will be effective thirty (30) days after Observe.AI’s receipt of Customer’s termination notice. Observe.AI will refund Customer a pro-rata portion of any prepaid fees for the terminated Services.

5.4 Liability. Observe.AI shall be liable for the acts and omissions of its Sub-processors to the same extent Observe.AI would be liable if performing the services of each Sub-processor directly under the terms of this DPA, except as otherwise set forth in the Agreement.

6. SECURITY

6.1 Controls for the Protection of Customer Data. Observe.AI 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, Customer Data), confidentiality and integrity of Customer Data, as set forth in the Security Measures. Observe.AI regularly monitors compliance with these measures. Observe.AI will not materially decrease the overall security of the Services during a Term.

6.2 Third-Party Certifications and Audits. Upon Customer’s written request at reasonable intervals, and subject to the confidentiality obligations set forth in the Agreement, Observe.AI shall make available to Customer that is not a competitor of Observe.AI (or Customer’s independent, third-party auditor that is not a competitor of Observe.AI) a copy of Observe.AI’s then most recent third-party audits or certifications, as applicable (including ISO 27001).

6.3 Data Protection Impact Assessment. Upon Customer’s request, Observe.AI shall provide Customer with reasonable cooperation and assistance needed to fulfil Customer’s obligation under Data Protection Law and Regulations 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 Observe.AI.

7. CUSTOMER DATA INCIDENT MANAGEMENT AND NOTIFICATION

Observe.AI maintains security incident management policies and procedures specified in the Security Measures and shall notify Customer without undue delay after becoming aware of the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Data, including Personal Data, transmitted, stored or otherwise Processed by Observe.AI or its Sub-processors of which Observe.AI becomes aware (a “Customer Data Incident”). Observe.AI shall make reasonable efforts to identify the cause of such Customer Data Incident and take those steps as Observe.AI deems necessary and reasonable in order to remediate the cause of such a Customer Data Incident to the extent the remediation is within Observe.AI’s reasonable control. The obligations herein shall not apply to incidents that are caused by Customer or Customer’s Users.

8. GOVERNMENT ACCESS REQUESTS

8.1 Observe.AI requirements. If Observe.AI receives a legally binding request from a Public Authority to access Personal Data, Observe.AI will, to the extent permitted by law, notify Customer of such request. Customer acknowledges that Observe.AI may be legally prohibited from notifying Customer of certain requests or from delaying compliance, and that Observe.AI will not be liable for complying with legally binding requests from Public Authorities.

8.2 Sub-processors requirements. Observe.AI shall ensure that Sub-processors involved in the Processing of Personal Data are subject to the relevant commitments regarding Government Access Requests in the Standard Contractual Clauses.

9. RETURN AND DELETION OF CUSTOMER DATA

Observe.AI shall return Customer Data to Customer and, to the extent allowed by applicable law, delete Customer Data in accordance with the procedures and timeframes specified in the Agreement.

10. AUTHORIZED AFFILIATES

10.1 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 Authorized Affiliates, thereby establishing aseparate DPA between Observe.AI and each such Authorized Affiliate subject to the provisions of the Agreement and this Section 10 and Section 11. Each Authorized Affiliate agrees to be bound by the obligations under this DPA and, to the extent applicable, the Agreement. For the avoidance of doubt, an Authorized 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 and Content by Authorized Affiliates must comply with the terms and conditions of the Agreement and any violation of the terms and conditions of the Agreement by an Authorized Affiliate shall be deemed a violation by Customer.

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

10.3 Rights of Authorized Affiliates. Where an Authorized Affiliate becomes a party to the DPA with Observe.AI, it shall to the extent required under applicable Data Protection Laws be entitled to exercise the rights and seek remedies under this DPA, subject to the following:

10.3.1 Except where applicable Data Protection Laws require the Authorized Affiliate to exercise a right or seek any remedy under this DPA against Observe.AI 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 Authorized 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 Authorized Affiliate individually but in a combined manner for itself and all of its Authorized Affiliates together (as set forth, for example, in Section 10.3.2, below).

10.3.2 The parties agree that the Customer that is the contracting party to the Agreement shall, when making any requests or enforcing any rights under this DPA, take all reasonable measures to combine any requests carried out on behalf of itself and all of its Authorized Affiliates in one single request.

11. 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 Authorized Affiliates and Observe.AI, whether in contract, tort or under any other theory of liability, is subject to the ‘Limitation of Liability’ 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, Observe.AI's and its Affiliates’ total liability for all claims from Customer and all of its Authorized Affiliates arising out of or related to the Agreement and all DPAs shall apply in the aggregate for all claims under both the Agreement and all DPAs established under the Agreement, including by Customer and all Authorized Affiliates, and, in particular, shall not be understood to apply individually and severally to Customer and/or to any Authorized Affiliate that is a contractual party to any such DPA.

12. EUROPEAN SPECIFIC PROVISIONS

12.1 GDPR. Observe.AI will Process Personal Data in accordance with the GDPR requirements directly applicable to Observe.AI's provision of its Services.

12.2 Standard Contractual Clauses for data transfers. Observe.AI applies the Standard Contractual Clauses set forth in Schedule A to this DPA to any transfers of Personal Data under this DPA from the European Union, the European Economic Area and/or their member states, Switzerland and the United Kingdom to countries which do not ensure an adequate level of data protection within the meaning of Data Protection Laws of the foregoing territories, to the extent such transfers are subject to such Data Protection Laws. The following additional terms apply with respect to the Standard Contractual Clauses:

12.2.1 Customers covered by the Standard Contractual Clauses. The Standard Contractual Clauses and the additional terms specified in this Section apply to (i) Customer which is subject to the data protection laws and regulations of the European Union, the European Economic Area and/or their member states, Switzerland and/or the United Kingdom and, (ii) its Authorized Affiliates. For the purpose of the Standard Contractual Clauses and this Section 12, the aforementioned entities shall be deemed “data exporters”.

12.2.1.1 Data Exports from the United Kingdom under the Standard Contractual Clauses. For data transfers governed by UK Data Protection Laws and Regulations, the Mandatory Clauses of the Approved Addendum, being the template Addendum B.1.0 issued by the ICO and laid before Parliament in accordance with s119A of the Data Protection Act 2018 on February 2022, as revised under Section 18 of those Mandatory Clauses ("Approved Addendum") shall apply. The information required for Tables 1 to 3 of Part One of the Approved Addendum is set out in Schedule A, Annex I of this DPA (as applicable). For the purposes of Table 4 of Part One of the Approved Addendum, neither party may end the Approved Addendum when it changes.  

12.2.1.2 Data Exports from Switzerland under the Standard Contractual Clauses. For data transfers governed by Swiss Data Protection Laws, the Standard Contractual Clauses also apply to the transfer of information relating to an identified or identifiable legal entity where such information is protected similarly as Personal Data under Swiss Data Protection Laws until such laws are amended to no longer apply to a legal entity.

12.2.2 Docking clause. The option under clause 7 shall not apply.

12.2.3 Instructions. This DPA and the Agreement are Customer’s complete and final documented instructions at the time of signature of the Agreement to Observe.AI for the Processing of Personal Data. Any additional or alternate instructions must be consistent with the terms of this DPA and the Agreement. For the purposes of clause 8.1(a), the instructions by Customer to Process Personal Data are set out in section 2.3 of this DPA and include onward transfers to a third party located outside Europe for the purpose of the performance of the Services.

12.2.4 Security of Processing. For the purposes of clause 8.6(a), Customer is solely responsible for making an independent determination as to whether the technical and organisational measures set forth herein meet Customer’s requirements and agrees that (taking into account the state of the art, the costs of implementation, and the nature, scope, context and purposes of the Processing of its Personal Data as well as the risks to individuals) the security measures and policies implemented and maintained by Observe.AI provide a level of security appropriate to the risk with respect to its Personal Data. For the purposes of clause 8.6(c), personal data breaches will be handled in accordance with section 7 (Customer Data Incident Management and Notification) of this DPA

12.2.5 Appointment of new Sub-processors and List of current Sub-processors. Option 2 under clause 9 shall apply. For the purposes of clause 9(a), Observe.AI has Customer’s general authorisation to engage Sub-processors in accordance with section 5 of this DPA. Observe.AI shall make available to Customer the current list of Sub-processors in accordance with section 5.2 of this DPA. Where Observe.AI enters into the EU P-to-P Transfer Clauses with a Sub-processor in connection with the provision of the Services, Customer hereby grants Observe.AI and Observe.AI’s Affiliates authority to provide a general authorisation on Controller's behalf for the engagement of sub-processors by Sub-processors engaged in the provision of the Services, as well as decision making and approval authority for the addition or replacement of any such sub-processors.

12.2.6 Notification of New Sub-processors and Objection Right for new Sub-processors. Pursuant to Clause 9(a) of the Standard Contractual Clauses, Customer acknowledges and expressly agrees that Observe.AI may engage new Sub-processors as described in Sections 5.2 and 5.3 of this DPA. Observe.AI shall inform Customer of any changes to Sub-processors following the procedure provided for in section 5.2 of this DPA

12.2.7 Copies of Sub-processor Agreements. The parties agree that the copies of the Sub-processor agreements that must be provided by Observe.AI to Customer pursuant to Clause 9(c) of the Standard Contractual Clauses may have all commercial information, or clauses unrelated to the Standard Contractual Clauses or their equivalent, removed by Observe.AI beforehand; and, that such copies will be provided by Observe.AI, in a manner to be determined in its discretion, only upon request by Customer.

12.2.8 Audits and Certifications. The parties agree that the audits described in Clause 8.9 and Clause 13(b) of the Standard Contractual Clauses shall be carried out in accordance with the following specifications: Upon Customer’s request, and subject to the confidentiality obligations set forth in the Agreement, Observe.AI shall make available to Customer that is not a competitor of Observe.AI (or Customer’s independent, third-party auditor that is not a competitor of Observe.AI) information regarding the Observe.AI 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 Measures to the extent Observe.AI makes them generally available to its customers. Customer may contact Observe.AI in accordance with the “Notices” Section of the Agreement to request an on-site audit of the procedures relevant to the protection of Personal Data. Customer shall reimburse Observe.AI for any time expended for any such on-site audit at the Observe.AI Group’s then-current professional services rates, which shall be made available to Customer upon request. Before the commencement of any such on-site audit, Customer and Observe.AI 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 Observe.AI. Customer shall promptly notify Observe.AI with information regarding any non-compliance discovered during the course of an audit.

12.2.9 Certification of Deletion. The parties agree that the certification of deletion of Personal Data that is described in clause 8.5 and 16(d) of the Standard Contractual Clauses shall be provided by Observe.AI to Customer only upon Customer's written request.

12.2.10 Liability. Observe.AI’s liability under clause 12(b) shall be limited to any damage caused by its Processing where Observe.AI has not complied with its obligations under the GDPR specifically directed to Processors, or where it has acted outside of or contrary to lawful instructions of Customer, as specified in Article 82 GDPR.

12.2.11 Supervision. Clause 13 shall apply as follows:

12.2.11.1 Where Customer is established in an EU Member State, the supervisory authority with responsibility for ensuring compliance by Customer with Regulation (EU) 2016/679 as regards the data transfer shall act as competent supervisory authority.

12.2.11.2 Where Customer is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) and has appointed a representative pursuant to Article 27(1) of Regulation (EU) 2016/679, the supervisory authority of the Member State in which the representative within the meaning of Article 27(1) of Regulation (EU) 2016/679 is established shall act as competent supervisory authority.

12.2.11.3 Where Customer is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) without however having to appoint a representative pursuant to Article 27(2) of Regulation (EU) 2016/679, the Irish Data Protection Commission shall act as competent supervisory authority.

12.2.11.4 Where Customer is established in the United Kingdom or falls within the territorial scope of application of the Data Protection Laws and Regulations of the United Kingdom (“UK Data Protection Laws and Regulations”), the Information Commissioner's Office (“ICO”) shall act as competent supervisory authority.

12.2.11.5 Where Customer is established in Switzerland or falls within the territorial scope of application of the Data Protection Laws and Regulations of Switzerland (“Swiss Data Protection Laws and Regulations”), the Swiss Federal Data Protection and Information Commissioner shall act as competent supervisory authority insofar as the relevant data transfer is governed by Swiss Data Protection Laws and Regulations.

12.2.12 Notification of Government Access Requests. For the purposes of clause 15(1)(a), Observe.AI shall notify Customer (only) and not the Data Subject(s) in case of government access requests. Customer shall be solely responsible for promptly notifying the Data Subject as necessary.

12.2.13 Governing Law. The governing law for the purposes of clause 17 shall be the law that is designated in the Governing Law section of the Agreement. If the Agreement is not governed by an EU Member State law, the Standard Contractual Clauses will be governed by either (i) the laws of Ireland; or (ii) where the Agreement is governed by the laws of the United Kingdom, the laws of England and Wales.

12.2.14 Choice of Forum and Jurisdiction. The courts under clause 18 shall be those designated in the Venue section of the Agreement. If the Agreement does not designate an EU Member State court as having exclusive jurisdiction to resolve any dispute or lawsuit arising out of or in connection with this Agreement, the parties agree that the courts of either (i) Ireland; or (ii) where the Agreement designates the United Kingdom as having exclusive jurisdiction, the courts of England and Wales shall have exclusive jurisdiction to resolve any dispute arising from the Standard Contractual Clauses. For Data Subjects habitually resident in Switzerland, the courts of Switzerland are an alternative place of jurisdiction in respect of disputes.

12.2.15 Conflict. The Standard Contractual Clauses are subject to this DPA and the additional safeguards set out hereunder. The rights and obligations afforded by the Standard Contractual Clauses will be exercised in accordance with this DPA, unless stated otherwise. In the event of any conflict or inconsistency between the body of this DPA and the Standard Contractual Clauses, the Standard Contractual Clauses shall prevail.

13. PARTIES TO THIS DPA

Where the Standard Contractual Clauses are applicable, Observe.AI is the signatory to the Standard Contractual Clauses. Where the Observe.AI entity that is a party to this DPA is not Observe.AI, that Observe.AI entity is carrying out the obligations of the data importer on behalf of Observe.AI.

List of Schedules
‍Schedule A: Standard Contractual Clauses
Annex I: Details of the Processing
Annex II: Technical and Organisational Measures Including Technical and Organisational Measures to Ensure the Security of The Data

Schedule A

STANDARD CONTRACTUAL CLAUSES

The Standard Contractual Clauses (Module Two: Transfer controller to processor) approved by European Commission Implementing Decision (EU) 2021/914 of 4 June 2021, as currently set out at https://eur-lex.europa.eu/eli/dec_impl/2021/914/oj, are hereby incorporated by reference into this DPA. The elections and supplementary terms specified in Section 12.2 of this DPA shall apply to the Standard Contractual Clauses. In the event of any conflict between the Standard Contractual Clauses and this DPA, the Standard Contractual Clauses shall prevail.

ANNEX I – DETAILS OF THE PROCESSING

A. LIST OF PARTIES

Data exporter(s): [Identity and contact details of the data exporter(s) and, where applicable, of its/their data protection officer and/or representative in the European Union]
‍Name: ___________________________________________
Address: _________________________________________
Contact person’s name, position and contact details: _________________________
Activities relevant to the data transferred under these Clauses: Performance of the Services pursuant to the Agreement and as further described in the Documentation.
Signature and date: ___________________________________________________
Role (controller/processor): Controller

Data importer(s): [Identity and contact details of the data importer(s), including any contact person with responsibility for data protection]
‍Name: Observe.AI, Inc.Address: 275 Shoreline Drive, Suite 450, Redwood City, CA 94065  
Contact person’s name, position and contact details: Sharan Makam, Data Protection Officer, privacy@observe.ai
Activities relevant to the data transferred under these Clauses:
           - Observe.AI is a provider of enterprise cloud computing solutions which processes personal data upon the instruction of the data exporter in accordance with the terms of the Agreement.
Signature and date: ___________________________________________________
Role (controller/processor): Processor

B. DESCRIPTION OF TRANSFER

Categories of data subjects whose personal data is transferred

Data exporter may submit Personal Data to the Services, the extent of which is determined and controlled by the data exporter in its sole discretion, and which may include, but is not limited to Personal Data relating to the following categories of data subjects:
    -Prospects, customers, business partners and vendors of Customer and Customer’s customers (who are natural           persons)
    -Employees or contact persons of Customer’s prospects, customers, business partners and vendors
    -Employees, agents, advisors, freelancers of Customer (who are natural persons)
    -Customer’s Users authorized by Customer to use the Services

Categories of personal data transferred

Data exporter may submit Personal Data to the Services, the extent of which is determined and controlled by the data exporter in its sole discretion, and which may include, but is not limited to Personal Data relating to the following categories of data subjects:
    -Prospects, customers, business partners and vendors of Customer and Customer’s customers (who are natural        persons)
    -Employees or contact persons of Customer’s prospects, customers, business partners and vendors
    -Employees, agents, advisors, freelancers of Customer (who are natural persons)
    -Customer’s Users authorized by Customer to use the Services

Categories of personal data transferred

Data exporter may submit Personal Data to the Services, the extent of which is determined and controlled by the data exporter in its sole discretion, and which may include, but is not limited to the following categories of Personal Data:
    -Customer's users authorized by Customer to use the Software Services
    -Title
    -Position
    -Employer
    -Contact information (company, email, phone, physical business address)
    -Order data
    -Professional life data
    -Personal life data
    -Connection data
    -Localization data
    -Payment data
    -Business requirements

Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialised training), keeping a record of access to the data, restrictions for onward transfers or additional security measures.

    -Not applicable.
The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis).
    -Continuous.
Nature of the processing
    -Observe.AI will Process Personal Data as necessary to perform the Services pursuant to the Agreement, and as       further instructed by Customer in its use of the Services.
Purpose(s) of the data transfer and further processing
    -The objective of Processing of Personal Data by data importer is the performance of Services pursuant to the       Agreement.
The duration of the processing
    -Subject to Section 9 of the DPA, Observe.AI will Process Personal Data for the duration of the Agreement, unless       otherwise agreed upon in writing.
The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period
    -Personal Data will be retained for the length of the Agreement, or in accordance with applicable Data Protection Laws
For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing
    -Sub-processors shall Process Personal Data for purposes of assisting Observe.AI in providing the Services to Customer under the Agreement and shall continue to process Personal Data for the length of the applicable agreement governing provision of the Services or as otherwise required under applicable Data Protection Laws.

C. COMPETENT SUPERVISORY AUTHORITY

Identify the competent supervisory authority/ies in accordance with Clause 13‍

Same as Clause 13 above.