Data Processing

Agreement

When you use DRAAS AI services you are creating a place to add and manage any data you provide. You define the data that you enter into the system. DRAAS AI provides you with a service to store this data and use it. This makes you the Data Controller and Company, and DRAAS AI is the Processor.

Definitions

Unless otherwise defined herein, capitalized terms and expressions used in this Agreement shall have the following meaning:

"Agreement" means this Data Processing Agreement and all Schedules;

"Data Protection Laws" means United States Data Protection Laws and, to the extent applicable, the data protection or privacy laws of any other country;

"Services" means the applications and associated services provided by the DRAAS AI.

Data shall have the same meaning as in the GDPR, and their cognate terms shall be construed accordingly.

Processing Data

Processor shall comply with all applicable Data Protection Laws in the processing of data.

Personnel

Processor shall take reasonable steps to ensure the reliability of any employee or agent who may have access to data ensuring in each case that access is strictly limited as necessary for the purposes to comply with Data Protection Laws in the context of that individual's duties ensuring that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.

Security

Taking into account the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, Processor shall implement appropriate technical and organizational measures to ensure a level of security appropriate to that risk.

Data Protection Laws

Taking into account the nature of the processing, Processor shall assist the Company by implementing appropriate technical and organizational measures, insofar as this is possible, to fulfill obligations under Data Protection Laws..

Processor shall: promptly notify Company if it receives a request under any Data Protection Law in respect of Company's data; and ensure that it does not respond to that request except on the documented instructions of Company or as required by Data Protection Laws to which the Processor is subject, in which case Processor shall to the extent permitted by Data Protection Laws inform Company of that legal requirement.

The Processor shall comply with all applicable Data Protection Laws of the United States and, where relevant, the data protection or privacy laws of any other country where the Services are utilized. In the event of any conflict between different jurisdictions' data protection laws, disputes or enforcement issues arising from conflicting laws, such disputes or issues will be resolved under the jurisdiction of the United States.

Data Breach

Processor shall notify Company upon Processor becoming aware of a data breach affecting Company data, providing Company with sufficient information to allow the Company to meet any obligations under Data Protection Laws.

Processor shall co-operate with the Company and take reasonable steps to assist in the investigation, mitigation and remediation of any such breach.

In the event of a data breach, the Processor is not responsible for directly notifying any individuals, companies, or regulators affected by such breaches in the data provided by the Company; such notification responsibilities shall solely rest with the Company.

In the event of a data breach, the Company shall bear all legal and other costs arising from the breach, including costs associated with legal compliance, notifications, and remediation efforts. While the Processor will provide necessary assistance in the investigation and mitigation of the breach, the financial responsibility for managing the breach’s implications shall rest solely with the Company.

Deletion or return of Company Data

Processor shall comply within 15 business days of the date of cessation of any Services involving the processing of Company data (the "Cessation Date"), delete and procure the deletion of all Company data.

General Terms

Each Party must keep this Agreement and information it receives about the other Party and its business in connection with this Agreement ("Confidential Information") confidential and must not use or disclose that Confidential Information without the prior written consent of the other Party except to the extent that:

(a) disclosure is required by law;

(b) the relevant information is already in the public domain.

Notices

All notices and communications given under this Agreement must be in writing and sent by letter to the main address on file or such other address as notified from time to time by the Parties changing address.

Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the United States of America, without regard to its conflict of law provisions. Any dispute, controversy, or claim arising out of or in connection with this Agreement, including any questions regarding its existence, validity, or termination, shall be resolved exclusively by the courts of the United States of America. The parties agree to submit to the exclusive jurisdiction of these courts for such purposes.

Any dispute arising in connection with this Agreement, which the Parties will not be able to resolve amicably, will be submitted to the exclusive jurisdiction of the courts of the United States of America.

This Agreement is entered into with effect from the date the Company begins a paid service agreement.