This Data Processing Agreement (“DPA”) is part of, and subject to the provisions of Eli Chatbot Ltd’s Agreement (Terms and Conditions). All capitalised terms not defined in this DPA shall have the meanings set forth in the Agreement.

1. Definitions

• “Affiliate” refers to an entity that directly or indirectly Controls, is Controlled by, or is under common Control with another entity.
• “Agreement” refers to Eli Chatbot Ltd’s Terms and Conditions, which govern the provision of the Services to the Customer, as updated by Eli Chatbot Ltd from time to time.
• “Control” means an ownership, voting, or similar interest representing fifty percent (50%) or more of the total interests then outstanding of the entity in question. The term “Controlled” shall be construed accordingly.
• “Customer Data” refers to any Personal Data that Eli Chatbot Ltd processes on behalf of the Customer as a Data Processor in the course of providing Services, as more particularly described in this DPA.
• “Data Protection Laws” refers to all data protection and privacy laws applicable to the processing of Personal Data under the Agreement, including, where applicable, EU Data Protection Law.
• “Data Controller” refers to an entity that determines the purposes and means of the processing of Personal Data.
• “Data Processor” refers to an entity that processes Personal Data on behalf of a Data Controller.
• “EU Data Protection Law” refers to (i) Directive 95/46/EC of the European Parliament and Council on the protection of individuals with regard to the processing of Personal Data and the free movement of such data (“Directive”) prior to 25 May 2018, and on and after 25 May 2018, Regulation 2016/679 of the European Parliament and Council on the protection of natural persons with regard to the processing of Personal Data and the free movement of such data (General Data Protection Regulation) (“GDPR”); and (ii) Directive 2002/58/EC concerning the processing of Personal Data and the protection of privacy in the electronic communications sector and applicable national implementations of it (as may be amended, superseded, or replaced).
• “EEA” means the European Economic Area, United Kingdom, and Switzerland for the purposes of this DPA.
• “Group” refers to any and all Affiliates that are part of an entity’s corporate group.
• “Personal Data” refers to any information relating to an identified or identifiable natural person.
• “Processing” has the meaning given to it in the GDPR, and “process”, “processes” and “processed” shall be interpreted accordingly.
• “Security Incident” refers to any unauthorised or unlawful breach of security that leads to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Customer Data.
• “Services” refers to any product or service provided by Eli Chatbot Ltd to the Customer pursuant to the Agreement.
• “Sub-processor” refers to any Data Processor engaged by Eli Chatbot Ltd or its Affiliates to assist in fulfilling its obligations with respect to providing the Services pursuant to the Agreement or this DPA. Sub-processors may include third parties or members of the Eli Chatbot Ltd Group.

2. Relationship with the Agreement

2.1 The parties agree that this DPA shall replace any existing DPA the parties may have previously entered into in connection with the Services.

2.2 Except for the changes made by this DPA, the Agreement remains unchanged and in full force and effect. If there is any conflict between this DPA and the Agreement, this DPA shall prevail to the extent of that conflict.

2.3 Any claims brought under or in connection with this DPA shall be subject to the terms and conditions, including but not limited to, the exclusions and limitations set forth in the Agreement.

2.4 No one other than a party to this DPA, its successors, and permitted assignees shall have any right to enforce any of its terms.

2.5 This DPA shall be governed by and construed in accordance with governing law and jurisdiction provisions in the Agreement unless required otherwise by applicable Data Protection Laws.

3. Scope and Applicability of this DPA

3.1 This DPA applies where and only to the extent that Eli Chatbot Ltd processes Customer Data that originates from the EEA and/or that is otherwise subject to EU Data Protection Law on behalf of Customer as Data Processor in the course of providing Services pursuant to the Agreement.

4. Roles and Scope of Processing

4.1 Role of the Parties. As between Eli Chatbot Ltd and Customer, Customer is the Data Controller of Customer Data, and Eli Chatbot Ltd shall process Customer Data only as a Data Processor acting on behalf of Customer.

4.2 Customer Processing of Customer Data. Customer agrees that (i) it shall comply with its obligations as a Data Controller under Data Protection Laws in respect of its processing of Customer Data and any processing instructions it issues to Eli Chatbot Ltd; and (ii) it has provided notice and obtained (or shall obtain) all consents and rights necessary under Data Protection Laws for Eli Chatbot Ltd to process Customer Data and provide the Services pursuant to the Agreement and this DPA.

4.3 Eli Chatbot Ltd Processing of Customer Data. Eli Chatbot Ltd shall process Customer Data only for the purposes described in this DPA and only in accordance with Customer’s documented lawful instructions. The parties agree that this DPA and the Agreement set out the Customer’s complete and final instructions to Eli Chatbot Ltd in relation to the processing of Customer Data, and processing outside the scope of these instructions (if any) shall require prior written agreement between Customer and Eli Chatbot Ltd.

4.4 Details of Data Processing

(a) Subject matter: The subject matter of the data processing under this DPA is the Customer Data.

(b) Duration: As between Eli Chatbot Ltd and Customer, the duration of the data processing under this DPA is until the termination of the Agreement in accordance with its terms.

(c) Purpose: The purpose of the data processing under this DPA is the provision of the Services to the Customer and the performance of Eli Chatbot Ltd’s obligations under the Agreement (including this DPA) or as otherwise agreed by the parties.

(d) Nature of the processing: The Services as described in the Agreement and initiated by you from time to time.

(e) Categories of data subjects: You, Your End Users, and any other individuals whose personal data is included in Content.

(f) Types of Customer Data: Your Controlled Data relating to you, your End Users, or other individuals whose personal data is included in Content which is processed as part of the Services in accordance with instructions given through your Account.

4.5 Notwithstanding anything to the contrary in the Agreement (including this DPA), Customer acknowledges that Eli Chatbot Ltd shall have a right to use and disclose data relating to the operation, support, and/or use of the Services for its legitimate business purposes, such as billing, account management, technical support, product development, and sales and marketing. To the extent any such data is considered Personal Data under Data Protection Laws, Eli Chatbot Ltd is the Data Controller of such data and accordingly shall process such data in accordance with the Eli Chatbot Ltd Privacy Policy and Data Protection Laws.

5. Subprocessing

5.1 Authorised Sub-processors. Customer agrees that Eli Chatbot Ltd may engage Sub-processors to process Customer Data on Customer’s behalf. The Sub-processors currently engaged by Eli Chatbot Ltd are SOC Compiant.

5.2 Sub-processor Obligations. Eli Chatbot Ltd shall: (i) enter into a written agreement with the Sub-processor imposing data protection terms that require the Sub-processor to protect the Customer Data to the standard required by Data Protection Laws; and (ii) remain responsible for its compliance with the obligations of this DPA and for any acts or omissions of the Sub-processor that cause Eli Chatbot Ltd to breach any of its obligations under this DPA.

6. Security

6.1 Security Measures. Eli Chatbot Ltd shall implement and maintain appropriate technical and organisational security measures to protect Customer Data from Security Incidents and to preserve the security and confidentiality of the Customer Data, in accordance with Eli Chatbot Ltd’s security standards described in Annex B (“Security Measures”).

6.2 Updates to Security Measures. Customer is responsible for reviewing the information made available by Eli Chatbot Ltd relating to data security and making an independent determination as to whether the Services meet Customer’s requirements and legal obligations under Data Protection Laws. Customer acknowledges that the Security Measures are subject to technical progress and development and that Eli Chatbot Ltd may update or modify the Security Measures from time to time provided that such updates and modifications do not result in the degradation of the overall security of the Services purchased by the Customer.

6.3 Customer Responsibilities. Notwithstanding the above, Customer agrees that except as provided by this DPA, Customer is responsible for its secure use of the Services, including securing its account authentication credentials, protecting the security of Customer Data when in transit to and from the Services, and taking any appropriate steps to securely encrypt or backup any Customer Data uploaded to the Services.

7. International Transfers

Data center locations. Eli Chatbot Ltd may transfer and process Customer Data anywhere in the world where Eli Chatbot Ltd, its Affiliates, or its Sub-processors maintain data processing operations. Eli Chatbot Ltd shall at all times provide an adequate level of protection for the Customer Data processed, in accordance with the requirements of Data Protection Laws.

8. Additional Security

8.1 Confidentiality of processing. Eli Chatbot Ltd shall ensure that any person who is authorised by Eli Chatbot Ltd to process Customer Data (including its staff, agents, and subcontractors) shall be under an appropriate obligation of confidentiality (whether a contractual or statutory duty).

8.2 Security Incident Response. Upon becoming aware of a Security Incident, Eli Chatbot Ltd shall notify Customer without undue delay and shall provide timely information relating to the Security Incident