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Personal AI BY HUMAN AI LABS INC.

Master Subscription Agreement

Effective date March 18, 2026

This Platform Master Subscription Agreement (the “Agreement”) is made between the entity named below (“Customer”) and Human AI Labs, Inc. (“Personal AI”). This Agreement consists of these terms,each order form that has been executed by Personal AI and Customer (each an “OrderForm”) and all exhibits and amendments of any of the foregoing.

Personal AI Platform Master Subscription Agreement

1. Defined Terms.

  • 1.1          "Account Data" means information about Customer or its Authorized Users that Customer or its Authorized Users provide to Personal AI in connection with the creation or administration of a Personal AI account. For example, Account Data includes names, email addresses, phone numbers, and billing information associated with a Personal AI account, but does not include Customer Content.  
  • 1.2          "Authorized Users" means Customer's employees, consultants, contractors, end users and agents who are authorized by Customer under the rights granted hereunder and for whom access has been purchased pursuant to an Order Form.
  • 1.3          "Customer Content" means, other than Service Metrics and Account Data, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or any Authorized User through the Platform.
  • 1.4          "Documentation" means the operator, user, and technical manuals and documentation made available in connection with the Platform.
  • 1.5          "Fees" means all fees payable by Customer to Personal AI identified on each Order Form.
  • 1.6          "Input" means (a) an Authorized User's interaction, request or input; or (b) Customer Content uploaded or submitted to influence the Output.
  • 1.7          "Order Form" means each order form, statement of work or comparable document regarding the provision of the Platform or Services that has been executed by Personal AI and Customer.
  • 1.8          "Output" means output (including responses and content) provided to Customer or any Authorized User that is produced by the Platform.
  • 1.9         "Persona(s)" means conversational AI model(s) developed by configuring the Platform to suit Customer's use case.
  • 1.10          "Personal AI IP" means (a) Platform, the Services, Persona(s), including the underlying software, algorithms, interfaces, technology, data, tools, know-how, processes and methods (i) used to provide or deliver the foregoing; or (ii) resulting from provision of the Services, including, for example, any agent code; (b) all improvements, modifications or enhancements to, or derivative works of, the foregoing, regardless of inventorship or authorship, excluding, for clarity, Customer Content and Output; and (c) all intellectual property rights in and to any of the foregoing.
  • 1.11          "Platform" means Personal AI's proprietary software-as-a-service offering to provide AI conversational models, as described on each Order Form.
  • 1.12          "Service Metrics" means data and information related to Customer's or its Authorized Users' use of the Platform that is used by Personal AI in an aggregate and/or permanently anonymized manner such that it does not identify an individual or Customer, and for which Personal AI has implemented technical safeguards and business processes to prohibit reidentification of such data.
  • 1.13          "Services" means professional services specific to Personal AI and its affiliates provided to Customer pursuant to the applicable Order Form(s).
  • 1.14          "Subscription Term" means the period of Customer's subscription to use the Platform identified on each Order Form.

2. Access and Use.

  • 2.1          Access. Subject to and conditioned on Customer's compliance with this Agreement, Personal AI hereby grants Customer and its affiliates a non-exclusive, non-transferable (except in compliance with Section 10.4) right during each Subscription Term identified on each Order Form for Customer and its Authorized Users to access and use the Platform solely for internal purposes in connection with Customer's authorized use of the Platform.
  • 2.2          Persona(s). Personal AI may develop Personas for Customer as specified on each Order Form. Subject to and conditioned on Customer's compliance with this Agreement, Personal AI hereby grants Customer an exclusive, non-transferable, and non-sublicensable license solely during the Subscription Term to reproduce, use, publicly display, and publicly perform (collectively "Display") any unique and final Personas provided to Customer. Customer may Display Personas outside of the Platform in object code form only (except for any software components subject to any open source license agreement ("Open Source Components"), which may be copied in source code form to the extent permitted by the open source license agreements governing such Open Source Components). As between the parties, Customer shall be solely responsible for configuring, assembling, and displaying the Persona(s). Any use of Open Source Components by Customer in connection with the Persona(s) is subject to and governed solely by the terms and conditions of the applicable open source license.
  • 2.3          Restrictions. Customer shall not use or make the Platform or other Personal AI IP available for any purposes beyond the scope of the access granted in this Agreement and the applicable Order Form. Without limiting the generality of the foregoing, except as expressly agreed by Personal AI and Customer in this Agreement or the applicable Order Form, Customer shall not, and shall not permit any Authorized Users to: (a) copy, modify, or create derivative works of Platform or other Personal AI IP, in whole or in part; (b) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Platform or other Personal AI IP, in whole or in part; (c) frame, mirror, sell, resell, market, sublicense, publish, distribute, reproduce, assign, transfer, rent, lease or loan any portion of the Platform or other Personal AI IP to any other person or entity, or otherwise allow any person or entity to use the Platform or other Personal AI IP for any purpose other than for the benefit of Customer in accordance with this Agreement; (d) remove proprietary notices from Platform or other Personal AI IP; (e) use the Platform or other Personal AI IP in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property or other right of any person, or that violates any applicable laws or regulations; (f) access or search the Platform (or download any data or content contained therein or transmitted thereby) through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers or any other similar data mining tools) other than software or Platform features provided by Personal AI for use expressly for such purposes; (g) use the Platform or other Personal AI IP in a manner that violates the Acceptable Use Policy available at EXHIBIT 1, which forms part of this Agreement; or (h) use the Output, Platform, Services, Documentation or any other Personal AI or Confidential Information for benchmarking or competitive analysis with respect to competitive or related products or services, or to develop, commercialize, license or sell any product, service or technology that could, directly or indirectly, compete with the Platform or other Personal AI IP. If Customer desires to commercialize Personas, it must execute Personal AI's standard reseller agreement.
  • 2.4          Use of Artificial Intelligence Tools.
  • (a)           Customer is solely responsible for any and all Input it and its end users submit to the Platform, including obtaining any and all necessary rights to provide or use such Input. Input and Output are Customer's Confidential Information, subject to Personal AI's confidentiality and security obligations in this Agreement.
  • (b)           Customer acknowledges and agrees that the use of AI has known and unknown risks and limitations and the Platform may provide Output that is inaccurate, offensive, biased, poses a threat to public safety, or does not meet Customer's specific needs, particular purpose, expectations, or legal, regulatory, or compliance obligations. Additionally, Output may not be unique, and similar or identical Output may be generated by other users of the Platform. The parties agree that Customer is solely responsible for reviewing, validating, editing, and amending any Output before any publication, use, disclosure, or reliance on such Output.
  • (c)           Customer agrees that at all times during the Subscription Term it will provide sufficient notice to its end users of (a) their interaction with an AI system rather than a human (for instance, by referencing to an "AI powered virtual agent") in the end user chat interface; and (b) the recording of end user interactions as contemplated by the Agreement, which shall include incorporation of a Consumer Recording Notice (as defined below) in the end user chat interface. For the purpose of this paragraph, "Consumer Recording Notice" means an adequate notice to end users of the recording of their interactions with the Platform, as required by law.
  • 2.5          Suspension. Notwithstanding anything to the contrary in this Agreement, Personal AI may temporarily suspend Customer's and any Authorized User's access to any portion of the Personal AI IP for a suspected or actual breach of this Agreement (a "Suspension"). Personal AI shall use commercially reasonable efforts to provide written notice of any Suspension to Customer and to provide updates regarding resumption of access to the Platform following any Suspension. Although Personal AI does not monitor Customer Content, if Personal AI becomes aware of any Customer Content that allegedly violates this Agreement, Personal AI may investigate the allegation and determine in its sole discretion whether to act (including removal or disabling of access to Customer Content), but has no liability or responsibility to an Authorized User to do so. Customer agrees to cooperate with Personal AI in good faith in any such investigation upon Personal AI's request. CUSTOMER IS SOLELY RESPONSIBLE FOR ITS AUTHORIZED USERS' INTERACTIONS AND SHARING OF INFORMATION WITH OTHER USERS. PERSONAL AI RESERVES THE RIGHT, BUT HAS NO OBLIGATION, TO MONITOR DISPUTES BETWEEN CUSTOMER AND OTHER USERS WITHIN THE PLATFORM.
  • 2.6          Additional Terms for SMS Services. Customer may be able to use the Platform to send text messages (including via an automated system) (the "SMS Services"). Customer shall not use the SMS Services for marketing, advertising, or sales purposes including, without limitation, to send marketing or advertising texts. Customer acknowledges that Customer controls the sending of text messages through the Platform and that Personal AI is only limited to facilitating text messages at Customer's direction. Customer represents and warrants that it will comply with all applicable laws in connection with its use of the SMS Services. Message and data rates may apply. Carriers are not liable for any delays or undelivered messages.
  • 2.7         Customer Responsibilities. Customer is responsible and liable for all uses of Personal AI IP resulting from access thereto as provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall make all Authorized Users aware of this Agreement's provisions as applicable to such Authorized User's use of the Platform and Services, and shall cause Authorized Users to comply with such provisions. Customer will implement and maintain reasonable and appropriate measures designed to help secure its access to and use of the Platform. If Customer discovers any vulnerabilities or breaches as a result of its use of the Platform, Customer must immediately contact Personal AI and provide details of the vulnerability or breach. As between Personal AI and Customer, Customer shall be solely responsible for compliance with any notification obligations that may be required with respect to Customer Content under applicable laws or regulations. Certain features and functionalities within the Services may allow Customer and its Authorized Users to interface or interact with, access and/or use compatible third-party services, products, models, technology and content (collectively, "Third-Party Products") through the Services. Personal AI does not provide any aspect of the Third-Party Products and is not responsible for any compatibility issues, errors or bugs in the Services or Third-Party Products caused in whole or in part by the Third-Party Products or any update or upgrade thereto. If the Third-Party Products are not incorporated and embedded into the Platform, Customer is solely responsible for maintaining them and obtaining any associated licenses and consents necessary for Customer to use them in connection with the Services.

3. Fees.

  • 3.1         Customer shall pay Personal AI all Fees in US dollars on or before the due date set forth in the applicable Order Form (and if no due date is set forth therein, no later than 30 days after the receipt of each invoice) without offset or deduction. All payments are non-refundable. Customer hereby authorizes Personal AI (or its payment processor, as applicable) to charge Customer's method of payment for Fees. All amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Personal AI's income. If Customer fails to make any payment when due, Personal AI may suspend the Platform and Services until all payments are made in full. Customer will reimburse Personal AI for all reasonable costs and expenses incurred (including reasonable attorneys' fees) in collecting any late payments or interest.

4. Confidentiality.

  • 4.1          Confidential Information. From time to time during the term of this Agreement, either party may disclose or make available to the other party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, in each case, whether orally or in writing, that is designated as confidential or that reasonably should be considered to be confidential given the nature of the information and/or the circumstances of disclosure ("Confidential Information").
  • 4.2          Exceptions. Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving party at the time of disclosure; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (d) independently developed by the receiving party.
  • 4.3          Nondisclosure. The receiving party shall safeguard the disclosing party's Confidential Information using the same degree of care (but not less than reasonable care) that it uses to protect its own Confidential information and not disclose the disclosing party's Confidential Information to any person or entity, except to the receiving party employees or vendors who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder and who are bound by written agreements with use and nondisclosure restrictions at least as protective of the Confidential Information as those set forth herein. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required in order to comply with a valid and effective subpoena or court order, provided that the receiving party immediately notifies the disclosing party (to the extent permitted) of the existence, terms and circumstances surrounding such a request so that the disclosing party may seek appropriate protective action.
  • 4.4           Return. On the expiration or termination of the Agreement, the receiving party shall promptly return to the disclosing party all copies, whether in written, electronic, or other form or media, of the disclosing party's Confidential Information, or destroy all such copies and certify in writing to the disclosing party that such Confidential Information has been destroyed. Notwithstanding the foregoing, the receiving party may retain disclosing party Confidential Information if necessary to comply with any obligations under applicable law or reasonable corporate governance requirements. The receiving party shall: (a) maintain the protections described above regarding such information as long as the receiving party retains it, (b) not use such information for any purpose inconsistent with this Agreement, and (c) return or destroy such information when it is no longer needed.

5. Intellectual Property.

  • 5.1           No Ownership Assignment. This Agreement is for SaaS use rights. Neither party will assign ownership rights in any of its assets to the other pursuant to this Agreement, and neither party grants the other any rights or licenses not expressly set out in this Agreement.
  • 5.2           What Customer Owns. Customer owns all right, title and interest in and to the Customer Content, Output, and all intellectual property rights related thereto.
  • 5.3           What Personal AI Owns. Other than the rights specifically granted to Customer herein, Personal AI owns and retains all right, title and interest in and to: (a) the Personal AI IP, and (b) all intellectual property rights related thereto.
  • 5.4           Feedback. If Customer or any of its employees or contractors sends or transmits any communications or materials to Personal AI by mail, email, telephone, or otherwise, suggesting or recommending changes to the Personal AI IP ("Feedback"), Personal AI is free to use and exploit such Feedback irrespective of any other obligation or limitation between the parties governing such Feedback.
  • 5.5           Service Metrics. Notwithstanding anything to the contrary, Customer acknowledges and agrees that Personal AI may monitor Customer's use of the Platform, collect and compile Service Metrics. Personal AI may use such Service Metrics for its own business purposes during the term of this Agreement and thereafter.
  • 5.6           Persona. Customers use the Platform to create "Personas" that meet Customer's use case. Personas are not exportable from the Platform and may not be used independently of the Platform. Personal AI retains all intellectual property rights in software underlying Personas; and Personal AI does not and will not use or share Customer's Personas with any other customer, without Customer's prior written consent.

6. Representations and Warranties.

  • 6.1           Authority. Each of Personal AI and Customer represents and warrants that: (a) it has the full right, power and authority to enter into and fully perform this Agreement; (b) the person signing this Agreement on its behalf is a duly authorized representative of such party who has in fact been authorized to execute this Agreement; (c) its entry herein does not violate any other agreement by which it is bound; and (d) it is a legal entity in good standing in the jurisdiction of its formation.
  • 6.2           Customer. Customer represents, warrants and covenants to Personal AI that it owns or has and will have the necessary rights and consents in and relating to the Customer Content so that, as received and used by Personal AI in accordance with this Agreement, they do not and will not violate any applicable laws, infringe, misappropriate, or otherwise violate any intellectual property or other rights of any third party, violate any applicable laws or regulations or cause a breach of any agreement or obligations between Customer and any third-party.
  • 6.3           Export Restrictions. Customer affirms that it is not named on, owned by, or acting on behalf of any U.S. government denied-party list, and it agrees to comply fully with all relevant export control and sanctions laws and regulations of the United States ("Export Laws") to ensure that neither the Services, software, any Customer Content, nor any technical data related thereto is: (i) used, exported or re-exported directly or indirectly in violation of Export Laws; or (ii) used for any purposes prohibited by the Export Laws, including, but not limited to, nuclear, chemical, or biological weapons proliferation, missile systems or technology, or restricted unmanned aerial vehicle applications. Customer will complete all undertakings required by Export Laws, including obtaining any necessary export license or other governmental approval.
  • 6.4           Platform and Services Operation. The Platform will operate substantially in conformity with the Documentation. Personal AI warrants that any Services will be performed in a good and workmanlike manner consistent with applicable industry standards. As Customer's sole and exclusive remedy and Personal AI's entire liability for any breach of the foregoing warranty, Personal AI will promptly re-perform any Services that fail to meet this limited warranty.
  • 6.5           Protection of Customer Content. Personal AI will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Content in accordance with its security documentation, which will be made available to Customer on request, and Personal AI's Data Processing Addendum attached as Exhibit 2 which is incorporated herein by reference. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Customer Content by Personal AI personnel except: (a) to provide the Service and to prevent or address service or technical problems, or (b) as Customer expressly permits in writing.
  • 6.6           Subcontractors. Personal AI may use subcontractors, and other third-party providers ("Subcontractors") in connection with the performance of its own obligations hereunder as it deems appropriate; provided that Personal AI remains responsible for the performance of each such Subcontractor.
  • 6.7           AI Training. Personal AI represents, warrants and covenants to Customer that it shall (a) not train any AI model using Customer Content in raw form except for the Persona(s) as expressly agreed with Customer or otherwise for Customer's exclusive benefit; (b) shut down or delete any Persona created under this Agreement promptly upon Customer's request; and (c) not access the memory of any Persona unless requested to do so by Customer or in order to comply with the order of a court or other governmental body or as otherwise necessary to comply with applicable laws or regulations or to determine compliance with the terms and conditions of this Agreement. Subcontractors that process Customer Data to provide the Platform are identified on Personal AI's subprocessor list, as further described in the Data Processing Addendum.
  • 6.8           Disclaimer. EXCEPT FOR THE LIMITED WARRANTIES SET FORTH IN THIS AGREEMENT, THE PERSONAL AI IP IS PROVIDED "AS IS" AND PERSONAL AI HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PERSONAL AI SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT FOR THE LIMITED WARRANTIES SET FORTH IN THIS AGREEMENT, PERSONAL AI MAKES NO WARRANTY OF ANY KIND THAT THE PERSONAL AI IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. PERSONAL AI STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY PRODUCTS. DUE TO THE NATURE OF MACHINE LEARNING, OUTPUT MAY NOT BE UNIQUE ACROSS USERS, AND THE PLATFORM OR PERSONAS MAY GENERATE THE SAME OR SIMILAR OUTPUT FOR OTHER USERS. USE OF THE PLATFORM OR PERSONAS MAY RESULT IN INCORRECT OUTPUT THAT DOES NOT ACCURATELY REFLECT REALITY. CUSTOMER MUST EVALUATE THE CONTENT, NATURE, TONE AND ACCURACY OF ANY OUTPUT AS APPROPRIATE FOR CUSTOMER'S USE CASE, INCLUDING BY USING HUMAN REVIEW OF THE OUTPUT. CUSTOMER UNDERSTANDS AND AGREES THAT THE OUTPUT MAY CONTAIN "HALLUCINATIONS" AND MAY BE INACCURATE, OBJECTIONABLE, INAPPROPRIATE, OR OTHERWISE UNSUITED TO CUSTOMER'S OR ANY AUTHORIZED USER'S PURPOSE. THE ACCURACY, QUALITY AND COMPLIANCE WITH APPLICABLE LAW OF THE OUTPUT IS DEPENDENT UPON AND COMMENSURATE WITH THAT OF THE INPUT PROVIDED AND CUSTOMER'S COMPLIANCE WITH THIS AGREEMENT. NOTWITHSTANDING ANYTHING ELSE SET OUT HEREIN, CUSTOMER (ON BEHALF OF ITSELF AND EACH AUTHORIZED USER) AGREES THAT PERSONAL AI SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGES CUSTOMER OR ANY THIRD PARTY ALLEGED TO INCUR AS A RESULT OF OR RELATING TO ANY OUTPUT OR OTHER CONTENT GENERATED BY OR ACCESSED ON OR THROUGH THE PLATFORM OR PERSONAS (OR IN EACH CASE, THEIR USE). PERSONAL AI DOES NOT GUARANTEE THAT UNAUTHORIZED THIRD PARTIES WILL NEVER BE ABLE TO DEFEAT PERSONAL AI'S SECURITY MEASURES OR USE CUSTOMER CONTENT FOR UNAUTHORIZED PURPOSES. CUSTOMER ACKNOWLEDGES THAT IT PROVIDES CUSTOMER CONTENT AT ITS OWN RISK AND THAT PERSONAL AI TAKES NO RESPONSIBILITY AND ASSUMES NO LIABILITY FOR CUSTOMER CONTENT.

7. Indemnification.

  • 7.1           By Personal AI. Personal AI shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs ("Losses") incurred by Customer resulting from any third-party claim, suit, action, or proceeding ("Third-Party Claim") that the Platform infringes or misappropriates such third party's intellectual property rights, provided that Customer promptly notifies Personal AI in writing of such Third-Party Claim, cooperates with Personal AI, and allows Personal AI sole authority to control the defense and settlement of such Third-Party Claim. If a Third-Party Claim is made or appears possible, Customer agrees to permit Personal AI, at Personal AI's sole discretion, to modify or replace the Platform, or component or part thereof, to make it non-infringing, or obtain the right for Customer to continue use. If Personal AI determines that neither alternative is reasonably available, Personal AI may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer and refund to Customer any unused, prepaid fees paid by Customer for the remainder of the then-current Subscription Term. Personal AI will have no indemnification obligation if the alleged infringement arises from: (a) use of the Platform in combination with data, software, hardware, equipment, or technology not provided or authorized in writing by Personal AI; (b) modifications to the Platform not made by Personal AI; (c) Customer Content; or (d) Third-Party Products. THIS SECTION 7.1 SETS FORTH CUSTOMER'S SOLE REMEDIES AND PERSONAL AI'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE PERSONAL AI IP INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES A THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS.
  • 7.2           By Customer. Customer shall indemnify, hold harmless, and, defend Personal AI from and against any Losses resulting from any Third-Party Claim that the Customer Content, or any use thereof in accordance with this Agreement, infringes or misappropriates such third party's intellectual property rights or rights of publicity or privacy, or results in the violation of any applicable law or regulation; provided that Personal AI promptly notifies the Customer in writing of such Third-Party Claim, cooperates with the Customer, and allows Customer sole authority to control the defense and settlement of such Third-Party Claim. Subject to Section 7.3, the Customer shall inform Personal AI of any such settlement and give Personal AI the possibility to review it before finally agreeing to such a settlement. This section 7.2 sets forth Personal AI's sole remedies and Customer's sole liability for any threatened or alleged Losses resulting from the Third-Party Claims identified in this section.
  • 7.3           The indemnifying party may not settle any Third-Party Claim without the indemnified party's prior written approval unless the settlement is for a monetary amount that does not require payment by the indemnified party, unconditionally releases the indemnified party from all liability without prejudice, does not require any admission by the indemnified party, and does not place restrictions upon the indemnified party's business, products or services.

8. Limitation of Liability.

  • 8.1           No Consequential Damages. To the extent permitted by law, in no event will a party be liable under or in connection with this agreement under any legal or equitable theory, including breach of contract, tort (including negligence), strict liability, and otherwise, for any: (a) consequential, incidental, indirect, exemplary, special, enhanced, or punitive damages; (b) increased costs, diminution in value or lost business, production, revenues, or profits; (c) loss of goodwill or reputation; or (d) cost of replacement goods or services, in each case regardless of whether such party was advised of the possibility of such losses or damages or such losses or damages were otherwise foreseeable.
  • 8.2           Direct Damages. To the extent permitted by law, in no event will either party's total cumulative aggregate liability to the other exceed the fees paid or payable by Customer to Personal AI in the 12 month period preceding the first event giving rise to liability. The existence of more than one claim will not enlarge this limit.
  • 8.3           Exceptions. The foregoing exclusions and limits in this section do not apply to Customer's payment obligations, or liability or obligations arising out of or related to infringement or misappropriation of the other party's intellectual property rights, or loss or damage caused by a party's gross negligence or willful misconduct.

9. Term and Termination.

  • 9.1           Term. This Agreement will continue from the Effective Date until the earlier of: (a) the expiration of all Platform subscriptions, or (b) termination pursuant to Section 9.2 below.
  • 9.2           Termination. In addition to any other remedies it may have, either party may terminate this Agreement upon written notice if the other party: (a) materially breaches any of the terms or conditions of this Agreement and fails to cure such breach within 30 days after written notice describing the breach; or (b) files for bankruptcy or is the subject of an involuntary filing in bankruptcy (in the latter case, which filing is not discharged within 60 days) or makes an assignment for the benefit of creditors or a trustee is appointed over all or a substantial portion of its assets.
  • 9.3           Effect of Termination. Upon expiration or earlier termination of this Agreement, Customer shall immediately discontinue use of the Platform and Personas and, without limiting Customer's obligations under Section 4, Customer shall delete, destroy, or return all copies of the Personal AI IP. No expiration or termination will affect Customer's obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund. Customer will have reasonable access to, and the ability to reasonably export, its Customer Content for a period of 30 days following such termination or expiration, after which Personal AI shall delete, destroy, or return all copies of information retained on the Platform provided by Customer.
  • 9.4           Survival. This Section 9.4 and Sections 2.2, 4, 5, 7, 8 and 10, and each other provision that by its nature should survive termination, will survive any termination or expiration of this Agreement for any reason.

10. Miscellaneous.

  • 10.1           Entire Agreement. This Agreement (together with the Order Form) constitutes the entire agreement and understanding between Personal AI and Customer with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. This Agreement shall supersede the terms of any purchase order or other business form. If accepted by Personal AI in lieu of or in addition to Personal AI's Order Form, Customer's purchase order shall be binding only as to the following terms: (a) the Services ordered and (b) the appropriately calculated fees due.
  • 10.2           Notices. All notices made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt, or (a) personal delivery to the party to be notified, (b) on the day of delivery, if sent by electronic mail with no notice of delivery failure, (c) five days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one business day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next business day delivery, with written verification of receipt.
  • 10.3           Interpretation, Waiver. The words "hereof," "herein," and "hereunder" and words of similar import, when used in this Agreement, will refer to this Agreement as a whole and not to any particular provision of this Agreement. A word importing the singular includes the plural and vice versa. Gendered pronouns are used for convenience and are intended to refer the masculine or feminine, as applicable. Whenever the words "include," "includes" or "including" are used in this Agreement, they will be deemed to be followed by the words "without limitation," unless preceded by the word "not". The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. Any failure to act by either party with respect to a breach of this Agreement by Customer or others does not constitute a waiver and will not limit such party's rights with respect to such breach or any subsequent breaches.
  • 10.4           Assignment. This Agreement is personal to Customer and may not be assigned or transferred for any reason by Customer whatsoever without Personal AI's prior written consent and any action or conduct in violation of the foregoing will be void and without effect. Personal AI expressly reserves the right to assign this Agreement and to delegate any of its obligations hereunder. Subject to the foregoing, this Agreement is binding upon and will inure to the benefit of each of the parties and their respective successors and permitted assigns.
  • 10.5           Governing Law and Venue. This Agreement is governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any other jurisdiction. The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in the Northern District of California and the parties irrevocably consent to the personal jurisdiction and venue therein.
  • 10.6           Amendments. All amendments or modifications to this Agreement must be made only by a written document executed by duly authorized representatives of the parties. To the extent that any term of an Order Form conflicts with any of the terms of this Agreement, and the Order Form explicitly states that it intends to modify the conflicting terms, then the Order Form supersedes this Agreement with respect to such conflicting terms.
  • 10.7           Independent Parties. Nothing in this Agreement will be construed to create a partnership, joint venture or agency relationship between the parties. Neither party will have the power to bind the other or to incur obligations on the other's behalf without such other party's prior written consent. Except as expressly set forth in this Agreement, the exercise by either party of any remedy under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.
  • 10.8           Counterparts. This Agreement may be executed and delivered by facsimile or electronic signature and in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

EXHIBIT 1
ACCEPTABLE USE POLICY

This Acceptable Use Policy ("AUP") identifies prohibited uses of our AI platform ("Services") made available to you. We or our service providers may update the AUP upon fifteen (15) days' notice to you. We do not allow the Services to be used for the following:

Deceptive or misleading activities. This includes using the Services to:

  • Impersonate a human by presenting results as human-generated, or using results in a manner intended to convince a natural person that they are communicating with a natural person;
  • Engage in coordinated inauthentic behavior or disinformation campaigns;
  • Generate deceptive or misleading comments or reviews;
  • Plagiarize or engage in other forms of academic dishonesty.

Abusive or fraudulent activities. This includes using the Services to:

  • Attempt to override or circumvent safety filters or intentionally direct the product or service to act in a manner that contravenes our policies (including this AUP);
  • Promote or facilitate the generation or distribution of spam;
  • Generate content for fraudulent activities, scams, phishing or malware;
  • Compromise security or gain unauthorized access to computer systems or networks, including spoofing and social engineering;
  • Violate any natural person's rights, including privacy rights as defined in applicable privacy law;
  • Track or monitor an individual without their consent;
  • Inappropriately use confidential or personal information;
  • Interfere with or negatively impact our or our service providers' products or services;
  • Utilize input or output of our Services to train an AI model or have an AI model trained (e.g., "model scraping").

Illegal, malicious or highly regulated activities. This includes using the Services to:

  • Engage in, promote, generate, contribute to, encourage, plan, incite, or further illegal or unlawful activity or content;
  • Provide instructions on how to create or facilitate the exchange of illegal substance or goods;
  • Encourage or provide instructions on how to engage in or facilitate illegal services such as human trafficking or prostitution;
  • Design, market, or distribute weapons, explosives, or other dangerous materials;
  • Provide instructions on how to commit, facilitate or encourage any type of crime.

Activities with a high risk of economic harm. This includes using the Services to:

  • Engage in multi-level marketing or pyramid schemes;
  • Gamble or bet on sports;
  • Engage in payday lending activities;
  • Automate determinations about the eligibility of individuals for financial products, creditworthiness, public assistance services, or decisions regarding eligibility for housing, including leases and home loans;
  • Automate determinations about the admissibility of individuals to educational institutions, or the employability of individuals or other employment determinations.

Violent, hateful, or threatening activities. This includes using the Services to:

  • Further violent extremism;
  • Describe, encourage, support, or provide instructions on how to commit violent acts against persons (including self-harm), animals, or property;
  • Encourage hate speech or discriminatory practices that could cause harm or adverse impact to individuals or communities based on their protected attributes, such as race, ethnicity, religion, nationality, gender, sexual orientation, or any other identifying trait;
  • Encourage or engage in any form of self-harm;
  • Shame, humiliate, bully, celebrate the suffering of, or harass individuals.

Sexually explicit activities. This includes using the Services to:

  • Generate pornographic content or content meant for sexual gratification, including activity that describes sexual intercourse, sexual acts, or sexual fetishes, or promotes sexual services (excluding sex education and wellness);
  • Engage in erotic chats.

Child sexual exploitation or abuse activities. We strictly prohibit and will report to relevant authorities and organizations where appropriate any activity or content that exploits or harms children, or describes, encourages, supports or promotes any form of child sexual exploitation or abuse in addition to Child Sexual Abuse Material (CSAM).

If you have any questions about whether your activity or use case is permitted or prohibited by this AUP, please email support@personal.ai.

Exhibit 2
Data Processing Addendum

This Data Processing Addendum (including its Exhibits) ("Addendum") forms part of and is subject to the terms and conditions of the Platform and Service Terms (the "Agreement") by and between Human AI Labs, Inc. ("Personal AI") and the Customer identified in the Agreement.

1. Subject Matter and Duration.

  • 1.1           Subject Matter. This Addendum reflects the parties' commitment to abide by Data Protection Laws concerning the Processing of Customer Personal Data in connection with Personal AI's execution of the Agreement. All capitalized terms that are not expressly defined in this Addendum will have the meanings given to them in the Agreement. If and to the extent language in this Addendum or any of its Exhibits conflicts with the Agreement, this Addendum shall control.
  • 1.2           Duration and Survival. This Addendum will become legally binding upon the effective date of the Agreement or upon the date that the parties sign this Addendum if it is completed after the effective date of the Agreement. Personal AI will Process Customer Personal Data until the relationship terminates as specified in the Agreement.

2. Definitions.

For the purposes of this Addendum, the following terms and those defined within the body of this Addendum apply.

  • 2.1           "Customer Personal Data" means Customer Content that is Personal Data Processed by Personal AI on behalf of Customer.
  • 2.2           "Data Protection Laws" means the applicable privacy and data protection laws, rules and regulations to which the Customer Personal Data are subject. "Data Protection Laws" may include, but are not limited to, the California Consumer Privacy Act of 2018 (as amended by the California Privacy Rights Act) ("CCPA"); the EU General Data Protection Regulation 2016/679 ("GDPR") and its respective national implementing legislations; the Swiss Federal Act on Data Protection; the United Kingdom General Data Protection Regulation; the United Kingdom Data Protection Act 2018; and the Virginia Consumer Data Protection Act (in each case, as amended, adopted, or superseded from time to time).
  • 2.3           "Personal Data" has the meaning assigned to the term "personal data" or "personal information" under applicable Data Protection Laws.
  • 2.4           "Process" or "Processing" means any operation or set of operations which is performed on Personal Data or sets of Personal Data, whether or not by automated 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.
  • 2.5           "Security Incident(s)" means the breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Personal Data attributable to Personal AI.
  • 2.6           "Services" means the services that Personal AI performs under the Agreement.
  • 2.7           "Subprocessor(s)" means Personal AI's authorized vendors and third-party service providers that Process Customer Personal Data.

3. Processing Terms for Customer Personal Data.

  • 3.1           Documented Instructions. Personal AI shall Process Customer Personal Data to provide the Services in accordance with the Agreement, this Addendum, any applicable Order Form, Customer's configuration of the Services, and any instructions otherwise agreed upon by the parties. Personal AI will, unless legally prohibited from doing so, inform Customer in writing if it reasonably believes that there is a conflict between Customer's instructions and applicable law or otherwise seeks to Process Customer Personal Data in a manner that is inconsistent with Customer's instructions.
  • 3.2           Authorization to Use Subprocessors. Customer hereby authorizes Personal AI to engage Subprocessors. Personal AI's current Subprocessors are listed at https://www.personal.ai/sub-processor-updates. That website includes a self-enrollment system where Customer can add an email address to receive notices of Subprocessor changes.
  • 3.3           Personal AI and Subprocessor Compliance. Personal AI shall (i) enter into a written agreement with Subprocessors that imposes on such Subprocessors data protection requirements for Customer Personal Data that are consistent with this Addendum; and (ii) remain responsible to Customer for Personal AI's Subprocessors' failure to perform their obligations with respect to the Processing of Customer Personal Data.
  • 3.4           Right to Object to Subprocessors. If Customer has enrolled for notifications, Personal AI will notify Customer via email prior to engaging any new Subprocessors that Process Customer Personal Data and allow Customer ten (10) days to object. If Customer has legitimate objections to the appointment of any new Subprocessor, the parties will work together in good faith to resolve the grounds for the objection.
  • 3.5           Confidentiality. Any person authorized to Process Customer Personal Data must be subject to a duty of confidentiality, contractually agree to maintain the confidentiality of such information, or be under an appropriate statutory obligation of confidentiality.
  • 3.6           Personal Data Inquiries and Requests. Where required by Data Protection Laws, Personal AI agrees to provide reasonable assistance and comply with reasonable instructions from Customer related to any requests from individuals exercising their rights in Customer Personal Data granted to them under Data Protection Laws.
  • 3.7            Data Protection Assessment, Data Protection Impact Assessment, and Prior Consultation. Where required by Data Protection Laws, Personal AI agrees to provide reasonable assistance and information to Customer where, in Customer's judgement, the type of Processing performed by Personal AI requires a data protection assessment, data protection impact assessment, and/or prior consultation with the relevant data protection authorities. Customer shall reimburse Personal AI for all non-negligible costs Personal AI incurs in performing its obligations under this Section.
  • 3.8           Demonstrable Compliance. Personal AI agrees to provide information reasonably necessary to demonstrate compliance with this Addendum upon Customer's reasonable request.
  • 3.9           California Specific Terms. To the extent that Personal AI's Processing of Customer Personal Data is subject to the CCPA, this Section shall also apply. Customer discloses or otherwise makes available Customer Personal Data to Personal AI for the limited and specific purpose of Personal AI providing the Services to Customer in accordance with the Agreement and this Addendum. Personal AI shall: (i) comply with its applicable obligations under the CCPA; (ii) provide the same level of protection as required under the CCPA; (iii) notify Customer if it can no longer meet its obligations under the CCPA; (iv) not "sell" or "share" (as such terms are defined by the CCPA) Customer Personal Data; (v) not retain, use, or disclose Customer Personal Data for any purpose (including any commercial purpose) other than to provide the Services under the Agreement or as otherwise permitted under the CCPA; (vi) not retain, use, or disclose Customer Personal Data outside of the direct business relationship between Customer and Personal AI; and (vii) unless otherwise permitted by the CCPA, not combine Customer Personal Data with Personal Data that Personal AI (a) receives from, or on behalf of, another person, or (b) collects from its own, independent consumer interaction. Customer may: (1) take reasonable and appropriate steps agreed upon by the parties to help ensure that Personal AI Processes Customer Personal Data in a manner consistent with Customer's CCPA obligations; and (2) upon notice, take reasonable and appropriate steps agreed upon by the parties to stop and remediate unauthorized Processing of Customer Personal Data by Personal AI.
  • 3.10           Aggregation and De-Identification. Personal AI may: (i) compile aggregated and/or de-identified information in connection with providing the Services provided that such information cannot reasonably be used to identify Customer or any data subject to whom Customer Personal Data relates ("Aggregated and/or De-Identified Data"); and (ii) use Aggregated and/or De-Identified Data for its lawful business purposes.

4. Information Security Program.

Personal AI shall implement and maintain reasonable administrative, technical, and physical safeguards designed to protect Customer Personal Data.

5. Security Incidents.

Upon becoming aware of a Security Incident, Personal AI agrees to provide written notice without undue delay and within the time frame required under Data Protection Laws to Customer's Designated POC. Where possible, such notice will include all available details required under Data Protection Laws for Customer to comply with its own notification obligations to regulatory authorities or individuals affected by the Security Incident.

6. Cross-Border Transfers of Customer Personal Data.

  • 6.1           Cross-Border Transfers of Customer Personal Data. Customer authorizes Personal AI and its Subprocessors to transfer Customer Personal Data across international borders, including from the European Economic Area, Switzerland, and/or the United Kingdom to the United States.
  • 6.2            EEA, Swiss, and UK Standard Contractual Clauses. If Customer Personal Data originating in the European Economic Area, Switzerland, and/or the United Kingdom is transferred by Customer to Personal AI in a country that has not been found to provide an adequate level of protection under applicable Data Protection Laws, the parties agree that the transfer shall be governed by Module Two or Module Three's obligations (as applicable) in the Annex to the Commission Implementing Decision (EU) 2021/914 of 4 June 2021 on standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council ("Standard Contractual Clauses") as supplemented by Exhibit A attached hereto, the terms of which are incorporated herein by reference. Each party's signature to this Addendum shall be considered a signature to the Standard Contractual Clauses to the extent that the Standard Contractual Clauses apply hereunder.

7. Audits and Assessments.

Where Data Protection Laws afford Customer an audit or assessment right, Customer (or its appointed representative) may carry out an audit or assessment of Personal AI's policies, procedures, and records relevant to the Processing of Customer Personal Data. Any audit or assessment must be: (i) conducted during Personal AI's regular business hours; (ii) with reasonable advance notice to Personal AI; (iii) carried out in a manner that prevents unnecessary disruption to Personal AI's operations; and (iv) subject to reasonable confidentiality procedures. In addition, any audit or assessment shall be limited to once per year, unless an audit or assessment is carried out at the direction of a government authority having proper jurisdiction.

8. Customer Personal Data Deletion.

At the expiry or termination of the Agreement, Personal AI will delete all Customer Personal Data (excluding any back-up or archival copies which shall be deleted in accordance with Personal AI's data retention schedule), except where Personal AI is required to retain copies under applicable laws, in which case Personal AI will isolate and protect that Customer Personal Data from any further Processing except to the extent required by applicable laws.

9. Customer's Obligations.

Customer represents and warrants that: (i) it has complied and will comply with Data Protection Laws; (ii) it has provided data subjects whose Customer Personal Data will be Processed in connection with the Agreement with a privacy notice or similar document that clearly and accurately describes Customer's practices with respect to the Processing of Customer Personal Data; (iii) it has obtained and will obtain and continue to have, during the term, all necessary rights, lawful bases, authorizations, consents, and licenses for the Processing of Customer Personal Data as contemplated by the Agreement; and (iv) Personal AI's Processing of Customer Personal Data in accordance with the Agreement will not violate Data Protection Laws or cause a breach of any agreement or obligations between Customer and any third party.

10. Processing Details.

  • 10.1           Subject Matter. The subject matter of the Processing is the Services pursuant to the Agreement.
  • 10.2           Duration. The Processing will continue until the expiration or termination of the Agreement.
  • 10.3           Categories of Data Subjects. Data subjects whose Customer Personal Data will be Processed pursuant to the Agreement.
  • 10.4           Nature and Purpose of the Processing. The purpose of the Processing of Customer Personal Data by Personal AI is the performance of the Services.
  • 10.5           Types of Customer Personal Data. Customer Personal Data that is Processed pursuant to the Agreement.

11. Contact Information.

Customer and Personal AI agree to designate a point of contact for urgent privacy and security issues (a "Designated POC"). The Designated POC for both parties are specified in the Order Form.

EXHIBIT A TO THE DATA PROCESSING ADDENDUM

This Exhibit A forms part of the Addendum and supplements the Standard Contractual Clauses. Capitalized terms not defined in this Exhibit A have the meaning set forth in the Addendum.

The parties agree that the following terms shall supplement the Standard Contractual Clauses:

  • Supplemental Terms. The parties agree that: (i) a new Clause 1(e) is added to the Standard Contractual Clauses which shall read: "To the extent applicable hereunder, these Clauses also apply mutatis mutandis to the Parties' processing of personal data that is subject to the Swiss Federal Act on Data Protection. Where applicable, references to EU Member State law or EU supervisory authorities shall be modified to include the appropriate reference under Swiss law as it relates to transfers of personal data that are subject to the Swiss Federal Act on Data Protection."; (ii) a new Clause 1(f) is added to the Standard Contractual Clauses which shall read: "To the extent applicable hereunder, these Clauses, as supplemented by Annex III, also apply mutatis mutandis to the Parties' processing of personal data that is subject to UK Data Protection Laws (as defined in Annex III)."; (iii) the optional text in Clause 7 is deleted; (iv) Option 1 in Clause 9 is struck and Option 2 is kept, and data importer must notify data exporter of any new subprocessors in accordance with Section 3.4 of the Addendum; (v) the optional text in Clause 11 is deleted; and (vi) in Clauses 17 and 18, the governing law and the competent courts are those of Ireland (for EEA transfers), Switzerland (for Swiss transfers), or England and Wales (for UK transfers).
  • Annex I. Annex I to the Standard Contractual Clauses shall read as follows:
  • A. List of Parties
    Data Exporter:
    Customer.
    Address: As set forth in the Notices section of the Agreement.
    Contact person's name, position, and contact details: Customer's Designated POC.
    Activities relevant to the data transferred under these Clauses: The Services.
    Role: Controller (Module Two), Processor (Module Three).
    Data Importer: Personal AI.
    Address: As set forth in the Notices section of the Agreement.
    Contact person's name, position, and contact details: Personal AI's Designated POC.
    Activities relevant to the data transferred under these Clauses: The Services.
    Role: Processor.
  • B. Description of the Transfer:
    Categories of data subjects whose personal data is transferred: The categories of data subjects whose personal data is transferred under the Clauses.

    Categories of personal data transferred:
    The categories of personal data transferred under the Clauses.

    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: Any sensitive data that is transferred under the Clauses.

    The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis): Personal data is transferred in accordance with the standard functionality of the Services, or as otherwise agreed upon by the parties.

    Nature of the processing: The Services.Purpose(s) of the data transfer and further processing: The Services.

    The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period: Data importer will retain personal data in accordance with the Addendum.

    For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing: For the subject matter, nature, and duration as identified above.
  • C. Competent Supervisory Authority: The supervisory authority mandated by Clause 13. If no supervisory authority is mandated by Clause 13, then the Irish Data Protection Commission (DPC), and if this is not possible, then as otherwise agreed by the parties consistent with the conditions set forth in Clause 13.
  • E. Clarifying Terms: The parties agree that: (i) the certification of deletion required by Clause 8.5 and Clause 16(d) of the Clauses will be provided upon data exporter's written request; (ii) the measures data importer is required to take under Clause 8.6(c) of the Clauses will only cover data importer's impacted systems; (iii) the audit described in Clause 8.9 of the Clauses shall be carried out in accordance with Section 7 of the Addendum; (iv) the termination right contemplated by Clause 14(f) and Clause 16(c) of the Clauses will be limited to the termination of the Clauses; (v) unless otherwise stated by data importer, data exporter will be responsible for communicating with data subjects pursuant to Clause 15.1(a) of the Clauses; (vi) the information required under Clause 15.1(c) of the Clauses will be provided upon data exporter's written request; and (vii) notwithstanding anything to the contrary, data exporter will reimburse data importer for all costs and expenses incurred by data importer in connection with the performance of data importer's obligations under Clause 15.1(b) and Clause 15.2 of the Clauses without regard for any limitation of liability set forth in the Agreement.
  • 3. Annex II. Annex II of the Standard Contractual Clauses shall read as follows:

    Data importer shall implement and maintain technical and organisational measures designed to protect personal data in accordance with the Addendum.

    Pursuant to Clause 10(b), data importer will provide data exporter assistance with data subject requests in accordance with the Addendum.
  • 4. Annex III. A new Annex III shall be added to the Standard Contractual Clauses and shall read as follows:The UK Information Commissioner's Office International Data Transfer Addendum to the EU Commission Standard Contractual Clauses ("UK Addendum") is incorporated herein by reference.

    Table 1: The start date in Table 1 is the effective date of the Addendum. All other information required by Table 1 is set forth in Annex I, Section A of the Clauses.

    Table 2: The UK Addendum forms part of the version of the Approved EU SCCs which this UK Addendum is appended to including the Appendix Information, effective as of the effective date of the Addendum.

    Table 3: The information required by Table 3 is set forth in Annex I and II to the Clauses.

    Table 4: The parties agree that Importer may end the UK Addendum as set out in Section 19.

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