This Data Processing Agreement (“DPA”) is by and between DeepKeep Ltd. (“DeepKeep”), and the customer, named in the Proposal to which this DPA is ancillary to (“Customer”), forms part of, and governed by DeepKeep’s Software Terms and Conditions available on DeepKeep’s website, or which was otherwise entered into in writing, and any other agreement (“Agreement”). DeepKeep and Customer shall each be referred to as “party” and collectively as “parties”. 

This DPA shall be effective as of the Agreement comes into effect in accordance with its terms (“Effective Date”). The term of this DPA coincides with the term of the Agreement and terminates upon expiration or earlier termination of the Agreement or, if later, the date on which DeepKeep ceases all Processing of Customer Data.

The terms used in this Addendum shall have the meanings set forth in this Addendum. Capitalised terms not otherwise defined herein shall have the meaning given to them in the Agreement. Except as modified below, the terms of the Agreement shall remain in full force and effect.   

In consideration of the mutual obligations set out herein, the parties agree that the terms and conditions set out below shall be added as an Addendum to the Agreement. Except where the context requires otherwise, references in this Addendum to the Agreement are to the Agreement as amended, and including, this Addendum.

‍

1. Definitions

In this Addendum, the following terms shall have the meanings set out below and cognate terms shall be construed accordingly:

‍

1. "Applicable Laws" means; any other applicable law in respect of which DeepKeep or Customer is subject to;
2. “California Privacy Laws” means the California Consumer Privacy Act of 2018 (“CCPA”), including as modified by the California Privacy Rights Act of 2020 (“CPRA”), as amended or superseded from time to time.
3. "Customer Personal Data" means any Personal Data which may be processed by DeepKeep or a Sub-processor on behalf of Customer, pursuant to or in connection with the Agreement; 
4. "Data Protection Legislation" any data protection and privacy law applicable to DeepKeep when providing its Services to Customer.
5. "EU" means the European Union;
6. "EEA" means the European Economic Area which includes all EU countries as well as Iceland, Liechtenstein and Norway;
7. "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) as amended from time to time or any regulation replacing the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016, and the relevant applicable data protection law;
8. "SCC" means the applicable module of the standard clauses for the transfer of Personal Data pursuant to the European 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 available at: https://eur-lex.europa.eu/legal-content/EN/TXT/PDF/?uri=CELEX:32021D0914&from=EN and as applicable, supplemented by the UK addendum (“UK Addendum”) to the European Commission's Standard Contractual Clauses for international data transfers available at: https://ico.org.uk/media/for-organisations/documents/4019539/international-data-transfer-addendum.pdf
9. "Services" means DeepKeep’s services in connection with its proprietary Adversarial AI platform, as further set forth in the Agreement.
10. "Sub-processor" means any person (excluding an employee of DeepKeep) appointed by or on behalf of DeepKeep to Process Personal Data on behalf of Customer in connection with the Agreement;
11. "Supervisory Authority" means (a) an independent public authority which is established by a member state of the European Union pursuant to Article 51 GDPR; and (b) any similar regulatory authority responsible for the enforcement of Data Protection Legislation; 
12. "Term" means the term of the Agreement, as defined therein.
13. The terms "Controller", "Processor", "Data Subject", "Member State", "Personal Data", "Personal Data Breach", and "Processing" shall have the same meaning as in the GDPR, or, where applicable, their equivalent terms under Applicable Data Protection Legislation, and their cognate terms shall be construed accordingly.

‍

2. Processing of Customer Personal Data
   
   1. The parties acknowledge that Customer is the Controller and shall comply with the obligations of a Controller under the Data Protection Legislation and that DeepKeep is acting in the capacity of a Processor. Customer will comply with all obligations applicable to a Controller pursuant to the Data Protection Legislation.
   2. DeepKeep shall Process Customer Personal Data on the documented instructions of Customer, unless otherwise required by an Applicable Law to which DeepKeep is subject. In which case, DeepKeep shall notify Customer if, in its opinion, any instruction infringes the Data Protection Legislation or other Applicable Law, unless that law prohibits such notification. Such notification will not constitute a general obligation on the part of DeepKeep to monitor or interpret the laws applicable to Customer, and such notification will not constitute legal advice to Customer. 
   3. Customer warrants that it has all the necessary rights to provide the Personal Data to DeepKeep for the Processing to be performed in relation to the Services, and that one or more lawful bases set forth in the Data Protection Legislation support the lawfulness of the Processing. To the extent required by the Data Protection Legislation, Customer is responsible for ensuring that all necessary privacy notices are provided to Data Subjects, and unless another legal basis set forth in the Data Protection Legislation supports the lawfulness of the Processing, that any necessary Data Subject consents to the Processing are obtained, and for ensuring that a record of such consent is maintained. Should such consent be revoked by a Data Subject, Customer is responsible for communicating the fact of such revocation to DeepKeep, and DeepKeep will act pursuant to Customer's instructions as seems appropriate. 
   4. Annex 1 to this Addendum sets out certain information and describes the manner in which Personal Data may be processed by DeepKeep. Customer warrants it is an accurate reflection of the Processing activities pursuant to this Addendum and the Agreement. The nature of the Processing operations will depend on the scope of the Services and the nature of the Personal Data that Customer provides in its sole discretion, in a manner by which DeepKeep finds appropriate to provide the required Services.
   5. In case Customer determines that any the California Privacy Laws are applicable to DeepKeep in relation to the Services provided under the Agreement and requires to impose on DeepKeep requirements that are beyond such that are set forth in this Addendum, Customer shall notify DeepKeep accordingly of such requirements. 
   6. In case Customer is subject to the California Privacy Laws, DeepKeep certifies that it understands the rules, requirements and definitions of the California Privacy Laws and agrees to refrain from selling (as such term is defined in the California Privacy Laws) any Customer Personal Data Processed hereunder, nor take any action that would cause any disclosure of Customer Personal Data to or from DeepKeep under the Agreement or this DPA to qualify as “selling” such Customer Personal Data under the California Privacy Laws. DeepKeep will reasonably cooperate and assist Customer with meeting Customer’s California Privacy Laws compliance obligations and responding to California Privacy Laws related inquiries, including responding to verifiable consumer requests, taking into account the nature of DeepKeep’s Processing and the information available to DeepKeep.

‍

3. Confidentiality
   
   1. Without prejudice to any existing contractual arrangements between the parties, DeepKeep shall ensure that any person that it authorises to Process the Personal Data on its behalf, shall be subject to a duty of confidentiality.

‍

4. Security
   
   1. Taken into account the measures required by the Data Protection Legislation, and the state of the art, the costs of implementation and nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural person, DeepKeep shall implement appropriate technical and organizational measures to ensure a level of security of the Processing of Personal Data appropriate to the risk. Such measures are detailed in Annex 2, may be updated by DeepKeep from time to time, provided that such updates shall not materially decrease the protection of Personal Data for Data Subjects. 
   2. Customer acknowledges that the security requirements are constantly changing and that effective security requires frequent evaluation and regular improvements of outdated security measures. Customer will therefore evaluate the measures implemented in accordance with section 4 on an on-going basis in order to maintain compliance with the requirements set forth in this section. The parties will negotiate in good faith, the cost, if any, to implement changes required by specific updated security requirements set forth in Data Protection Legislation or by data protection authorities of competent jurisdiction.

‍

5. Sub-processing
   
   1. Customer authorises DeepKeep to appoint (and permit each Sub-processor to appoint) Sub-processors in accordance with Annex 3 to this Addendum and any restrictions in the Agreement. DeepKeep shall inform Customer as soon as reasonably practicable of any intended changes concerning the addition or replacement of any of the Authorised Sub-Processors that will Process any Customer Personal Data (“New Sub-Processor”).
   2. If, within 14 calendar days of receipt of that notice, Customer notifies DeepKeep in writing of any objections made on reasonable grounds, to the proposed appointment of a New Sub-Processor, the parties will endeavour to agree (acting reasonably), without undue delay, the commercially reasonable steps to be taken to ensure that the new Sub-processor is compliant with the Data Protection Legislation. 
   3. In the absence of a resolution, DeepKeep will make commercially reasonable efforts to provide Customer with the same level of Service described in the Agreement, without using the objected Sub-Processor to Process Customer Personal Data.
   4. Where the Customer reasonably argues, that the risks involved with the sub-processing activities are still unacceptable, in the context of the Data Protection Legislation and in relation to the appropriate steps, within the requisite time frame, the parties shall promptly seek to resolve the issues. Where the parties are unable to resolve the issues within such time frame, Customer's sole remedy will be to terminate the Agreement. 
   5. With respect to each Sub-processors, DeepKeep shall ensure that the Sub-processor is bound by data protection obligations compatible with those of the Data Processor under this Addendum. 

‍

6. Data Subject Rights
   
   1. Customer shall comply with requests received from Data Subjects to exercise their rights pursuant to the Data Protection Legislation. 

‍

2. When Customer is unable to perform according to section 6.1, and therefore requires DeepKeep's assistance, while taking into account the nature of the Processing, DeepKeep shall assist Customer, upon Customer's request and at the Customer's cost, by using appropriate technical and organisational measures, insofar as this is possible to comply with requests to exercise data protection rights, under the Data Protection Legislation.

‍

7. Personal Data Breach
   
   1. When DeepKeep becomes aware of an incident that has a material impact on the Processing of Customer Personal Data that is the subject to the Agreement, it shall notify Customer about the incident. DeepKeep shall cooperate with Customer and follow Customer's instructions with regard to such incident, to enable Customer to perform an investigation into the incident, formulate a correct response and take suitable further steps in respect to the incident. 

‍

2. Where the incident is reasonably likely to require a data breach notification by Customer under the Data Protection Legislation, DeepKeep will assist Customer, at the Customer's cost with the notification process. 
3. On the basis of such notification, where applicable Customer shall notify the Personal Data Breach to the competent Supervisory Authority in case required under the Data Protection Legislation and to the extent required, shall communicate the required information regarding the Personal Data Breach to the relevant Data Subject.
4. DeepKeep shall, at Customer's cost, cooperate with Customer and take the reasonable commercial steps which shall reasonably be instructed by Customer, to assist in the investigation and mitigation of every occurring Personal Data Breach.

‍

5. DeletionSubject to section ‎8.2, Customer may in its discretion by written notice to DeepKeep within 30 calendar days of the cessation date, require DeepKeep to (a) return a complete copy of all Customer Personal Data to Customer; and (b) delete all other copies of Customer Personal Data Processed by Processor. DeepKeep shall comply with any such written request within 60 calendar days of the cessation date.
6. DeepKeep may retain Customer Personal Data to the extent and for such period as required by Applicable Laws. 

‍

8. Audit
   
   1. Subject to section ‎9.2 and ‎9.3, DeepKeep shall make available to Customer upon a reasonable request, information which is reasonably necessary to demonstrate compliance with this Addendum. 
   2. Where applicable, if Customer is not otherwise satisfied by its audit rights pursuant to the Agreement, DeepKeep shall, at the Customer's costs, allow for audits, including inspections, by an auditor mandated by Customer (subject to section ‎9.3 where auditor shall be subject to written confidentiality obligations in relation to such information) in relation to the Processing of Customer Personal Data by DeepKeep, provided that:
   3. Customer shall give DeepKeep a reasonable notice of any audit or inspection to be conducted; and Customer shall take reasonable steps to ensure (and shall procure that each of its mandated auditors) to minimize disruption to the Processor’s business, in the course of such audit or inspection, while such audits or inspections shall be conducted during normal working hours.
   4. DeepKeep may object to an auditor mandated by Customer if the auditor is, in DeepKeep’s opinion, not suitably qualified or independent, a competitor of DeepKeep, or otherwise manifestly unsuitable. In the event of such an objection, Customer shall appoint another auditor or conduct the audit itself.

‍

5. TransfersInformation may be transferred to third party companies and individuals to facilitate DeepKeep's Services, who are located in a country outside of Customer’s jurisdiction. To the extent that an international transfer mechanism is required to be implemented under the Data Protection Legislation, such as in the case that Personal Data is to be Processed in countries that do not provide an adequate level of data protection, as determined by the European Commission or other adequate authority, the applicable module of the SCC shall apply and shall be incorporated herein upon execution of this Agreement by the parties or DeepKeep shall otherwise ensure that the continuity of protection of Personal Data shall be maintained for any respective onward transfers. With respect to each such data transfer, DeepKeep shall implement appropriate technical and organizational measures to ensure a level of security, appropriate to the risk, while taking into account the state of the art, costs of implementation and the nature, scope, context and purposes of processing as well as the likelihood of a risk to the rights and freedoms of natural persons.  
6. To the extent that DeepKeep or Customer are relying on a specific statutory mechanism to normalize international data transfers and that mechanism is subsequently modified, revoked, or held in a court of a competent jurisdiction to be invalid, DeepKeep and Customer agree to cooperate in good faith to promptly suspend the transfer or to pursue a suitable alternate mechanism that can lawfully support the transfer. 

‍

7. Order of Precedence. With regard to the subject matter of this Addendum, in the event of inconsistencies between the provisions of this Addendum and any other agreements between the parties, including the Agreement, the provisions of this Addendum shall prevail.
8. Changes in Data Protection Legislation. If any variation is required to this Addendum as a result of a change in Data Protection Legislation, then either party may provide written notice to the other party of that change of law. The parties shall discuss the change in Data Protection Legislation and negotiate in good faith with a view to agreeing on any necessary variations to this Addendum to address such changes, including any resulting charges.
9. Severance. Should any provision of this Addendum be invalid or unenforceable, then the remainder of this Addendum shall remain valid and in force. The invalid or unenforceable provision shall be either (i) amended as necessary to ensure its validity and enforceability, while preserving the parties’ intentions as closely as possible or, if this is not possible, (ii) construed in a manner as if the invalid or unenforceable part had never been contained therein.

‍

ANNEX 1: DETAILS OF PROCESSING OF CUSTOMER PERSONAL DATA

‍

This Annex 1 includes certain details of the Processing of Customer Personal Data.

‍

Subject Matter and Duration of the Processing of Customer's Personal Data

The subject matter and duration of the Processing of the Customer Personal Data are set out in the Agreement and this Addendum.

‍

The nature and purpose of the Processing of Customer's Personal Data

DeepKeep provides its proprietary Adversarial AI platform that evaluates the model and data risks of the client. The provision of the Services may require DeepKeep to access and Process Customer Personal Data.  

‍

The Categories of Data Subject to whom the Customer's Personal Data Relates

‍

The categories of Data Subjects are individuals with respect to whom data or model may be processed by DeepKeep under its its proprietary Adversarial AI platform, such as data obtained in photos, videos and textual data processed by the platform. 

The Obligations and Rights of Customer 

The obligations and rights of Customer are set out in the Agreement and this Addendum.

‍

ANNEX 2 - SECURITY MEASURES

‍

1.        DeepKeep shall establish a procedure for allowing access to Personal Data and restriction of such access. DeepKeep shall ensure that access to Personal Data is strictly limited to those individuals who "need to know" or need to access the Personal Data and as strictly necessary for the purpose of providing the Service and shall keep record of the persons authorized to access the Personal Data subject of the Agreement. 
2. DeepKeep shall take all steps reasonably necessary to ensure the reliability of the individuals who may have access to Personal Data and shall ensure that each such individual (i) is informed of the confidential nature of the Personal Data; (ii) has received appropriate training on his/her responsibilities; and (iii) is subject to written confidentiality undertakings and written security protocols.
3. DeepKeep shall implement physical measures to ensure that access to the Personal Data is granted only to authorized users.
4. DeepKeep shall maintain and implement sufficient and appropriate (based on the type of Personal Data and its sensitivity) environmental, physical and logical security measures with respect to the Personal Data and to DeepKeep’s system's infrastructure, data processing system, communication means, terminals, system architecture, hardware and software, in order to prevent penetration and unauthorized access to Customer’s Personal Data or to Customer’s systems or communication lines between Customer and DeepKeep. 
5. DeepKeep shall act in accordance with an appropriate written information security policy and working procedures that comply with the security requirements under this Annex and Data Protection Legislation, including with respect to backup and recovery procedures. DeepKeep shall review its security policies and operating procedures periodically, and when material changes to the systems or Processing are made, all in order to amend them, if required.
6. DeepKeep shall take measures to record the access to the Personal Data.
7. DeepKeep shall implement automatic control mechanism for verifying access to systems containing Personal Data, which shall include, inter alia, the user identity, date and time of access attempt, the system component attempted to be accessed, type and scope of access and if access was granted or denied. 
8. DeepKeep will perform security risk surveys to systems containing Personal Data pursuant to its policies.
9. DeepKeep will not disclose Personal Data through a public communications network or via the internet, without using industry-standard encryption methods. 

‍

ANNEX 3 – LIST OF SUB-PROCESSORS